UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 40-F

 

x Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

¨ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended Commission File Number

 

MIDAS GOLD CORP.

(Exact name of Registrant as specified in its charter)

 

British Columbia, Canada 1040 26-4675940
(Province or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial Classification
Code Number)
(I.R.S. Employer
Identification Number)

 

Suite 890, 999 West Hastings Street, Vancouver, B.C., Canada V6C 2W2
(778) 724-4700

(Address and telephone number of Registrant’s principal executive offices)

 

Midas Gold Idaho Inc., 13181 Highway 55, PO Box 429, Donnelly, Idaho 83615
(208) 901-3060

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
     

Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares, no par value

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

For annual reports, indicate by check mark the information filed with this Form:

 

¨ Annual information form ¨ Audited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes x No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
x Yes ¨ No

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 

 

 

 

FORM 40-F

 

Principal Documents

 

The documents filed or incorporated by reference as Exhibits 99.1 through 99.82 hereto, each of which is incorporated by reference into this registration statement, contain all information material to an investment decision that Midas Gold Corp., since January 1, 2019, the beginning of its last completed fiscal year, (i) made or was required to make public pursuant to the laws of British Columbia or Canada, (ii) filed or was required to file with the Toronto Stock Exchange and which was made public by the TSX, or (iii) distributed or was required to distribute to its security holders.

 

Midas Gold prepares its consolidated financial statements, which are attached to this registration statement as Exhibits, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and those financial statements are subject to Canadian auditing standards. Therefore, those financial statements are not comparable in all respects to the financial statements of issuers that prepare their financial statements in accordance with United States generally accepted accounting principles and that are subject to United States auditing standards.

 

Resource and Reserve Estimates

 

The documents incorporated by reference herein have been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of United States securities laws. In Canada, an issuer is required to provide technical information with respect to mineralization, including “Mineral Reserves” and “Mineral Resources” (both as defined under Canadian Institute of Mining, Metallurgy and Petroleum standards), if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the U.S. Securities and Exchange Commission (“SEC”) applicable to registration statements and reports filed by United States companies pursuant to the United States Securities Act of 1933, as amended, or the United States Securities Exchange Act of 1934, as amended. As such, information contained in the documents incorporated by reference herein concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC, as further described in the documents incorporated by reference herein.

 

Mr. Conrad Huss, one of our experts named in the exhibits incorporated by reference herein, is deceased. Accordingly, Midas Gold is no longer relying upon the work of Mr. Huss, in his personal capacity, for purposes of this filing. M3 Engineering & Technology Corporation, the employer of Mr. Huss, should now be regarded as the expert with respect to the preparation, review and approval of the disclosure attributed to Mr. Huss.

 

Description of Common Shares

 

The required disclosure is included under the headings “Dividends and Distributions”, “Description of Capital Structure – Authorized Capital” and “Description of Capital Structure – Common Shares” in Midas Gold’s Annual Information Form for the fiscal year ended December 31, 2019, attached hereto as Exhibit 99.1.

 

1 

 

 

Off-Balance Sheet Arrangements

 

The required disclosure is included under the heading “Off Balance Sheet Arrangements” in the Management’s Discussion and Analysis for the fiscal quarter ended June 30, 2020 attached hereto as Exhibit 99.63.

 

Tabular Disclosure of Contractual Obligations

 

The following table sets forth Midas Gold’s known contractual obligations as at December 31, 2019.

 

    Payments due by period  
Contractual Obligations   Total     Less than 1 year     1-3 years     3-5 years     More than 5 years  
Long-Term Debt                                     -  
Interest Obligations     76,856       19,214       38,428       19,214       -  
Principal Obligations     38,427,557       -       -       38,427,557       -  
      38,504,413       19,214       38,428       38,446,771       -  
Lease Obligations     532,322       227,038       305,284       -       -  
Purchase Obligations     100,000       -       -       -       -  
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under the GAAP of the primary financial statements     -       -       -       -       -  
Total     39,136,735       346,252       343,712       38,446,771       -  

 

2 

 

 

EXHIBITS

 

Exhibit   Description
     
    Filings
     
99.1   Annual Information Form for the year ended December 31, 2019
99.2   Audited Annual Consolidated Financial Statements for the years ended December 31, 2019 and 2018
99.3   Management’s Discussion and Analysis for the year ended December 31, 2019
99.4   CEO Certification of Annual Filings for the year ended December 31, 2019
99.5   CFO Certification of Annual Filings for the year ended December 31, 2019
99.6   News Release, dated January 29, 2019
99.7   News Release, dated January 31, 2019
99.8   Annual Information Form for the year ended December 31, 2018
99.9   Audited Annual Consolidated Financial Statements for the years ended December 31, 2018 and 2017
99.10   Management’s Discussion and Analysis for the year ended December 31, 2018
99.11   CEO Certification of Annual Filings for the year ended December 31, 2018
99.12   CFO Certification of Annual Filings for the year ended December 31, 2018
99.13   News Release, dated March 12, 2019
99.14   News Release, dated March 25, 2019
99.15   First Amending Agreement to the Investor Rights Agreement, dated March 24, 2019
99.16   Notice of 2019 Annual General Meeting of Shareholders and Management Information Proxy Circular, dated March 26, 2019
99.17   News Release, dated April 2, 2019
99.18   Amended and Restated Technical Report, dated March 28, 2019
99.19   News Release, dated April 4, 2019
99.20   News Release, dated April 16, 2019
99.21   Report of Voting Results, dated May 7, 2019
99.22   News Release, dated May 7, 2019
99.23   Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2019 and 2018
99.24   Management’s Discussion and Analysis for the quarter ended March 31, 2019
99.25   CEO Certification of Interim Filings for the quarter ended March 31, 2019
99.26   CFO Certification of Interim Filings for the quarter ended March 31, 2019
99.27   News Release, dated June 6, 2019
99.28   News Release, dated June 10, 2019
99.29   Underwriting Agreement, dated June 12, 2019
99.30   News Release, dated June 19, 2019
99.31   Material Change Report, dated June 20, 2019
99.32   News Release, dated August 9, 2019
99.33   Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2019 and 2018
99.34   Management’s Discussion and Analysis for the quarter ended June 30, 2019
99.35   CEO Certification of Interim Filings for the quarter ended June 30, 2019
99.36   CFO Certification of Interim Filings for the quarter ended June 30, 2019
99.37   News Release, dated October 7, 2019
99.38   Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2019 and 2018
99.39   Management’s Discussion and Analysis for the quarter ended September 30, 2019
99.40   CEO Certification of Interim Filings for the quarter ended September 30, 2019

 

3 

 

 

99.41   CFO Certification of Interim Filings for the quarter ended September 30, 2019
99.42   News Release, dated December 4, 2019
99.43   News Release, dated January 27, 2020
99.44   News Release, dated February 27, 2020
99.45   Material Change Report, dated March 9, 2020
99.46   News Release, dated March 10, 2020
99.47   News Release, dated March 17, 2020
99.48   Trust Indenture, dated March 17, 2020
99.49   Guarantee Indenture, dated March 17, 2020
99.50   Amended and Restated Investor Rights Agreement, dated March 17, 2020
99.51   Material Change Report, dated March 20, 2020
99.52   News Release, dated April 1, 2020
99.53   Notice of 2020 Annual General Meeting of Shareholders and Management Information Proxy Circular, dated March 30, 2020
99.54   Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2020 and 2019
99.55   Management’s Discussion and Analysis for the quarter ended March 31, 2020
99.56   CEO Certification of Interim Filings for the quarter ended March 31, 2020
99.57   CFO Certification of Interim Filings for the quarter ended March 31, 2020
99.58   Report of Voting Results, dated May 14, 2020
99.59   News Release, dated May 14, 2020
99.60   News Release, dated July 2, 2020
99.61   News Release, dated August 14, 2020
99.62   Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2020 and 2019
99.63   Management’s Discussion and Analysis for the quarter ended June 30, 2020
99.64   CEO Certification of Interim Filings for the quarter ended June 30, 2020
99.65   CFO Certification of Interim Filings for the quarter ended June 30, 2020
99.66   News Release, dated August 26, 2020
99.67   Material Change Report, dated September 8, 2020
99.68   News Release, dated September 10, 2020
     
    Consents
     
99.69   Consent of Deloitte LLP
99.70   Consent of Garth Kirkham
99.71   Consent of John M. Marek
99.72   Consent of Allen R. Anderson
99.73   Consent of Richard C. Kinder
99.74   Consent of Peter E. Kowalewski
99.75   Consent of Bart Stryhas
99.76   Consent of Stephen P. Quin
99.77   Consent of Richard K. Zimmerman
99.78*   Consent of Christopher J. Martin
99.79   Consent of Christopher Dail
99.80   Consent of Lee A. Becker
99.81   Consent of Austin Zinsser
99.82   Consent of Richard Zimmerman and Lee Becker, on behalf of M3 Engineering & Technology Corporation, the employer of Conrad E. Huss, who is deceased

 

 

*To be filed by amendment

 

4 

 

 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

A. Undertaking.

 

Midas Gold Corp. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

B. Consent to Service of Process.

 

Midas Gold Corp. has concurrently filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

 

Any change to the name or address of the agent for service of process of Midas Gold Corp. shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of Midas Gold Corp.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Midas Gold Corp. certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 23, 2020.

 

  MIDAS GOLD CORP.
   
   
  By: /s/ Stephen Quin
  Name: Stephen Quin
  Title: President & CEO

 

5 

 

 

Exhibit 99.1

 

 

ANNUAL INFORMATION FORM

 

 

 

MIDAS GOLD CORP.

 

Suite 890-999 West Hastings Street

Vancouver, British Columbia, V6C 2W2

Telephone: 778-724-4700

E-Mail: info@midasgoldcorp.com

Website: www.midasgoldcorp.com

 

For the year ended December 31, 2019

 

Dated March 18, 2020

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
     
PRELIMINARY NOTES     3
Cautionary Statement Regarding Forward-Looking Statements     3
Compliance with NI 43-101     4
Notice to U.S. Investors on Canadian Disclosure Standard     5
GLOSSARY OF TECHNICAL TERMS     7
CORPORATE STRUCTURE     11
Corporate Structure     11
Organization Chart     11
GENERAL DEVELOPMENT OF THE BUSINESS     12
Three Year History and Significant Acquisitions     12
DESCRIPTION OF THE BUSINESS     17
Summary of the Business     17
Employees     17
Competitive Conditions     18
Environmental Protection     18
Foreign Operations     20
Summary of the Stibnite Gold Project     20
RISKS & UNCERTAINTIES     60
DIVIDENDS AND DISTRIBUTIONS     70
DESCRIPTION OF CAPITAL STRUCTURE     70
Authorized Capital     70
MARKET FOR SECURITIES     71
Trading Price and Volume     71
Prior Sales     71
DIRECTORS AND OFFICERS     72
Name, Occupation and Security Holding     72
Cease Trade Orders, Bankruptcies, Penalties or Sanctions     74
Conflicts of Interest     75
CERTAIN CORPORATE GOVERANCE CONSIDERATIONS     76
Director Term Limits and Other Mechanisms of Board Renewal     76
Social and Environmental Policies     77
Policies Regarding the Representation of Women on the Board     77
Consideration of the Representation of Women in the Director and Executive Officer Identification and Selection Process     78
Issuer's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions     78
Number of Women on the Board and in Executive Officer Positions     79
AUDIT COMMITTEE INFORMATION     79
Audit Committee Mandate     79
Composition of the Audit Committee     84
Audit Committee Member Education and Experience     84
Audit Committee Oversight     85

 

 

 

 

 

 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS     85
TRANSFER AGENTS AND REGISTRARS     86
MATERIAL CONTRACTS     86
INTERESTS OF EXPERTS     86
Names of Experts     86
Interests of Experts     87
ADDITIONAL INFORMATION     87

 

 

 

 

 

PRELIMINARY NOTES

 

In this Annual Information Form (“AIF”), Midas Gold Corp. and its 100% owned subsidiaries are collectively referred to as the Corporation or Midas Gold unless specifically identified otherwise. All information contained herein is as at and for the year ended December 31, 2019, unless otherwise specified.

 

All dollar amounts in this AIF are expressed in United States dollars unless otherwise indicated.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This AIF contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”).

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects", “budget”, “estimates”, “intends”, “anticipates”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

 

Forward-looking information includes, but is not limited to, statements regarding:

 

· analyses and other information based on expectations of future performance and planned work programs;
· possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action;
· timing, costs and potential success of future activities on the Corporation's properties, including but not limited to development and operating costs in the event that a production decision is made;
· potential results of exploration, development and environmental protection and remediation activities;
· future outlook and goals;
· permitting time lines and requirements, regulatory and legal changes, requirements for additional capital, requirements for additional water rights and the potential effect of proposed notices of environmental conditions relating to mineral claims; and
· planned expenditures and budgets and the execution thereof.

 

Statements concerning mineral resource and mineral reserve estimates may also be deemed to constitute forward-looking information to the extent that such statements involve estimates of the mineralization that may be encountered if a property is developed.

 

Any forward-looking information contained herein is stated as of the date of this document and Midas Gold does not intend, and does not assume any obligation, to update such forward-looking information to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events unless required to do so by law or regulation.

 

With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; 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 Corporation's expectations; that the current exploration, development, environmental other objectives concerning the Corporation's Stibnite Gold Project (the “Project” or “Stibnite Gold Project”) can be achieved and that the Corporation's other corporate activities will proceed as expected; that the formal review process under the National Environmental Policy Act (“NEPA”) (including a joint review process involving the United States Forest Service (“USFS”), the state of Idaho and other agencies and regulatory bodies) as well as the public comment period and environmental impact statement will proceed in a timely manner and as expected; that the progression of the litigation involving the Nez Perce Tribe will proceed in a timely manner and as expected; that the current price and demand for gold and other metals 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 Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

Page | 3

 

 

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by such forward-looking information. In addition to those discussed in the Corporation's public disclosure record, such risks and other factors include, among others, the risks and uncertainties set out under the heading “Risks and Uncertainties” in this AIF.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such forward- looking information.

 

Compliance with NI 43-101

 

The technical information in this AIF has been prepared in accordance with Canadian regulatory requirements set out in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and reviewed and approved by Stephen P. Quin, P. Geo., President and CEO of the Corporation and a Qualified Person (as hereinafter defined).

 

The Prefeasibility Study technical report dated December 15, 2014 and amended March 28, 2019, effective as of December 8, 2014 entitled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho” (the “PFS Technical Report”) referred to herein was compiled by M3 Engineering & Technology Corp. (“M3”) for Midas Gold.

 

Midas Gold commissioned this study to provide a PFS-level assessment of the Project. The following companies also contributed to the PFS Technical Report, excerpts of which are included herein:

 

· Kirkham Geosystems Ltd. (geology, drilling, data verification and mineral resource estimates);
· Blue Coast Metallurgy Ltd. (mineral processing and metallurgical testing);
· Independent Mining Consultants Inc. (mineral reserves, mine planning and related capital and operating costs);
· Allen R. Anderson Metallurgical Engineer Inc. (recovery methods);
· HDR Engineering Inc. (access road); and
· Tierra Group International Ltd. (climatology, hydrology, tailings and water management infrastructure, closure and related matters).

 

Page | 4

 

 

Garth Kirkham, P.Geo., of Kirkham Geosystems Ltd. is the Qualified Person responsible for the Yellow Pine and Hangar Flats mineral resource estimates as reported in the Corporation’s news release dated February 15, 2018. He read and approved the relevant technical portions of the news release related to the mineral resource estimates for which he is responsible. Bart Stryhas, C.P.G. and former Chief Geologist of the Stibnite Mine (part of the West End deposit), is the Qualified Person responsible for the West End mineral resource estimate and West End geologic model for the purposes of NI43-101. He has read and approved the relevant technical portions of the Corporation’s February 15, 2018 news release related to the mineral resource estimates for which he is responsible.

 

Mineral Resources (as defined herein) that are not Mineral Reserves (as defined herein) do not have demonstrated economic viability. Mineral Resource estimates do not account for mineability, selectivity, mining loss and dilution. These Mineral Resource estimates include Inferred Mineral Resources (as defined herein) that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is also no certainty that these Inferred Mineral Resources will be converted to the Measured Resource (as defined herein) and Indicated Resource (as defined herein) categories through further drilling, or into Mineral Reserves, once economic considerations are applied.

 

The Mineral Reserves and Mineral Resources at the Stibnite Gold Project are contained within areas that have seen historic disturbance resulting from prior mining activities and which have been subject to a number of regulatory actions and consent decrees in respect of these past activities. In order for the Corporation to advance its interests at Stibnite, the project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. See "Description of the Business - Environmental and Other Matters Pertaining to the Mineral Properties".

 

For readers to fully understand the technical information in this AIF they should read the PFS Technical Report (available on SEDAR at www.sedar.com under the Corporation’s profile as filed on April 4, 2019) in its entirety, including all qualifications, assumptions and exclusions that relate to the technical information set out in this AIF. The PFS Technical 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 the PFS Technical Report is subject to the assumptions and qualifications contained in the PFS Technical Report.

 

Notice to U.S. Investors on Canadian Disclosure Standard

 

This AIF, including any documents incorporated by reference herein, has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of United States securities laws. In Canada, an issuer is required to provide technical information with respect to mineralization, including Mineral Reserves and Mineral Resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the U.S. Securities and Exchange Commission (“SEC”) applicable to registration statements and reports filed by United States companies pursuant to the U.S. Securities Act of 1933 or the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). As such, information contained in this AIF and the documents incorporated by reference herein concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

 

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As noted above, this AIF and the documents incorporated by reference herein include Mineral Resource and Mineral Reserve estimates that are reported in accordance with NI 43-101, as required by Canadian securities regulatory authorities and which differ from the requirements under U.S. securities laws. In particular, this AIF (and the documents incorporated by reference herein) use the terms “Indicated Mineral Resource”, "Inferred Mineral Resource”, and “Probable Mineral Reserve”. While these terms are recognized and required by Canadian regulations (under NI 43-101), these standards differ significantly from the requirements under the SEC Industry Guide 7. In addition, the documents incorporated by reference in the AIF include disclosure of contained metal within the reported Mineral Resources and Mineral Reserves. Although such disclosure is permitted under Canadian regulations, the SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves in accordance with SEC guidelines. Midas Gold is not a SEC registered Corporation nor is any of its subsidiaries.

 

The definitions of Probable Mineral Reserves (as defined herein) used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 (under the U.S. Exchange Act), as interpreted by the staff of the SEC, mineralization may not be classified as a "reserve" for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards.

 

United States investors are cautioned not to assume that the portions of the mineral deposits identified as an "Indicated Mineral Resource" or "Inferred Mineral Resource" that are not currently defined as Mineral Reserves under NI 43-101 or that any part or all of the mineral deposits identified as an "Indicated Mineral Resource" or "Inferred Mineral Resource" or “Probable Mineral Reserve” will ever be converted to Mineral Reserves as defined under SEC Industry Guide 7. Further, "Inferred Mineral Resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except in certain specific cases. U.S. investors are cautioned not to assume that part or all of an Inferred Mineral Resource exists, or is economically or legally mineable.

 

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GLOSSARY OF TECHNICAL TERMS

 

Conversion Factors

 

To Convert From To Multiply By
Feet Metres (m) 0.305
Metres Feet (ft) 3.281
Miles Kilometres (km) 1.609
Kilometres Miles 0.6214
Hectares Acres (ac) 2.471
Grams Ounces (Troy) (oz) 0.03215
Grams/Tonnes Ounces (Troy)/Short Ton (oz/ton) 0.02917
Tonnes (metric) Pounds (lbs) 2,205
Tonnes (metric) Short Tons (st) 1.1023

 

The following is a glossary of certain terms used in this AIF:

 

404 Permit / 401 Certification means the Permit or Certification related to Section 404 of the Clean Water Act (CWA) which establishes a program to regulate the discharge of dredged or fill material into waters of the United States, including wetlands.

 

404 (b)(1) Avoidance and Minimization Alternatives Analysis  refers to the analysis done to comply with Section 404(b)(1) Guidelines of the Clean Water Act, developed by EPA in coordination with the U.S. Army Corps of Engineers and issued in 1980, which establishes substantive environmental criteria which must be met for activities to be permitted under Clean Water Act Section 404.  Mitigation under this section of the Act includes avoiding, minimizing, rectifying, reducing over time, and compensating for impacts. 

 

Acre or ac means an area of 4,840 square yards or 43,560 square feet or 0.4047 hectares.

 

Ag means silver.

 

Arsenopyrite means a mineral composed of iron, arsenic and sulphur (FeAsS)

 

Assay means, in economic geology, to analyze the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition, purity, weight or other properties of commercial interest.

 

Au means gold.

 

CERCLA means Comprehensive Environmental Response, Compensation, and Liability Act, known also as Superfund.

 

CIM means the Canadian Institute of Mining, Metallurgy and Petroleum.

 

Deposit means a mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable ore body or as containing ore reserves, until final legal, technical, and economic factors have been resolved.

 

Feasibility Study or FS, under CIM standards, is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility Study.

 

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g/t Au means grams of gold per tonne of material.

 

Grade means the amount of valuable metal in each tonne of ore, expressed as grams per tonne (g/t) for precious metals and as percent (%) for antimony.

 

Host means a rock or mineral that has been intruded by younger rocks or minerals.

 

IDEQ means the Idaho Department of Environmental Quality and is a state department created by the Idaho Environmental Protection and Health Act to ensure clean air, water, and land in the state and protect Idaho citizens from the adverse health impacts of pollution.

 

IDWR means the Idaho Department of Water Resources.

 

Indicated Resource or Indicated Mineral Resource, under CIM standards, is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve

 

Inferred Resource or Inferred Mineral Resource, under CIM standards, is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

 

Intrusion means the process of emplacement of magma in a pre-existing rock, and also the igneous rock mass so formed.

 

IPDES is the Idaho Pollutant Discharge Elimination System, administered by the IDEQ, which manages the discharge of pollutants into waters of the United States in Idaho.

 

km means kilometre(s).

 

m means metre(s) (equivalent to 3.281 feet).

 

M means million.

 

Measured Resource or Measured Mineral Resource, under CIM standards, is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

 

Mineralization means the concentration of metals and their chemical compounds within a body of rock.

 

Mineral Reserve or mineral reserve, under CIM standards, is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.

 

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Mineral Resource or mineral resource, under CIM standards, is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

 

Modifying Factors are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

 

NI 43-101 means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

 

Ore means a mineral reserve of sufficient value as to quality and quantity to enable it to be mined at a profit.

 

Ounce or oz means a troy ounce or twenty penny weights or 480 grains and is equivalent to 31.1035 grams.

 

Oz/t or oz/st means a troy ounce per short ton.

 

Plan of Restoration and Operations or PRO for a mining project on National Forest Lands is a summary of activities intended proposed to occur on Federal Lands. The plan provides the Forest Service with a list of the proponents contact and legal information, name of mining district or mineralized area, surface disturbance map, description of the type and magnitude of proposed operations, estimated timing of activities, and plans for reclamation of disturbed areas during and following mining related activities.

 

POx means pressure oxidation.

 

Preliminary Economic Assessment or PEA as defined in NI 43-101means a study, other than a Pre-Feasibility or Feasibility Study, that includes an economic analysis of the potential viability of mineral resources.

 

Pre-Feasibility Study or Preliminary Feasibility Study or PFS is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study.

 

PRO means the Plan of Restoration and Operations that was filed by the Corporation with the US Forest Service in September 2016.

 

Probable Reserves or Probable Mineral Reserves, under CIM standards, is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

 

Proven Reserves or Proven Mineral Reserves, under CIM standards, is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

 

Pyrite means a mineral composed of iron and sulphur (FeS2).

 

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Qualified Person conforms to that definition under NI 43-101 and means an individual who (a) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (b) has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice; (c) has experience relevant to the subject matter of the mineral project and the technical report; (d) is in good standing with a professional association; and (e) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires (A) a favourable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or (B) a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining.

 

Quartz means a mineral composed of silicon and oxygen (SiO2).

 

RC means reverse circulation.

 

Sampling means a technique for collecting representative sub-volumes from a larger volume of geological material. The particular sampling method employed depends on the nature of the material being sampled and the kind of information required.

 

Sb means antimony.

 

Sediment means a solid material that has settled down from a state of suspension in a liquid. More generally, solid fragmental material transported and deposited by wind, water or ice, chemically precipitated from solution, or secreted by organisms, and that forms in layers in loose unconsolidated form.

 

Stibnite means a sulphide mineral composed of antimony and sulphur (Sb2S3)

 

Sulphide means a group of minerals in which one or more metals are found in combination with sulphur.

 

Tonne means a metric unit of mass equivalent to volume multiplied by specific gravity; equivalent to 1.102 tons or 1,000 kilograms (equivalent to 2,204.6 pounds).

 

Vein means a sheet-like intrusion into a fissure or crack, commonly bearing quartz.

 

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CORPORATE STRUCTURE

 

Corporate Structure

 

The Corporation was incorporated under the Business Corporations Act (British Columbia) on February 22, 2011 under the name "Midas Gold Corp.".

 

The Corporation’s head office and its registered and records office is located at Suite 890, 999 West Hastings Street, Vancouver, British Columbia V6C 2W2.

 

Organization Chart

 

The following chart shows the intra-corporate relationships between the Corporation and its subsidiaries:

 

 

 

Midas Gold Idaho, Inc. has no ownership interest in the Stibnite Gold Project, rather it manages the activities on the Project for the owners, Idaho Gold Resources Company, LLC and Stibnite Gold Company.

 

During 2016, the Corporation completed a reorganisation of its subsidiaries whereby (a) Idaho Gold Resources Company, LLC (formerly Idaho Gold Holding Company) merged with Midas Gold Washington, Inc. and converted to a Limited Liability Company; and (b) Stibnite Gold Company (formerly MGI Acquisition Corporation) merged with Idaho Gold Resources, LLC.

 

Idaho Gold Resources Company, LLC holds title to the West End deposit and all unpatented exploration claims. Stibnite Gold Company holds title to the Yellow Pine and West End deposits.

 

Unless the context otherwise indicates, reference to the term the "Corporation" or "Midas Gold" in this AIF includes Midas Gold Corp. and its subsidiaries.

 

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GENERAL DEVELOPMENT OF THE BUSINESS

 

Three Year History and Significant Acquisitions

 

On March 17, 2016, the Corporation announced that it had completed a strategic investment raising gross proceeds of US$42.5 million (C$55.2 million), which financing was fully backstopped by fund manager Paulson & Co. Inc. (“Paulson”). The financing was comprised of a Canadian dollar denominated 0.05% senior unsecured convertible notes (the “Convertible Notes”) for US$38.5 million (C$50.0 million) and common shares in the aggregate amount of US$4.0 million (C$5.2 million). Paulson, on behalf of the several investment funds and accounts managed by it, acquired US$25.0 million (C$32.5 million) of the Convertible Notes, existing shareholders having taken up their maximum allotment, comprised of the remainder of the Convertible Notes and the common shares. The Convertible Notes, among other terms and conditions, have a term of seven years and may be converted into common shares of Midas Gold at a price of C$0.3541 per share. This financing provided the Corporation with the funds needed to advance permitting for mine development for the Project and towards completion of a feasibility study, as well as for general corporate expenses.

 

Subsequent to completion of the March 2016 financing, the Corporation increased its level of activities, advancing the preparation of a detailed plan for the restoration and operation of the Project, defining and collecting representative metallurgical samples required for testing for the completion of a feasibility study, advancing geologic modelling to define and prioritize areas for possible drilling where there were accretive opportunities to reduce risk or enhance the net present value of the Project (as defined in the PFS Technical Report) and other optimizations for the Project. In parallel with these activities, Midas Gold engaged in a review process of its plans for the restoration and operation of the site, including third party technical reviews, community engagement, discussions with a variety of stakeholder groups about the designs, concepts and alternatives for the Project, all with the objective of obtaining feedback, improving and optimizing the Project from an environmental, social, technical and economic perspective and ensuring that the plan for restoration and operations properly reflects the values of Idahoans.

 

In July 2016, the Corporation also announced that it had commenced feasibility level metallurgical testing, a critical path item in advance of preparing a Feasibility Study on the Project. This work was expected to continue through the second quarter of 2017 and was intended to provide sufficient supporting process information to advance the Project through completion of a Feasibility Study. The test program included the collection of approximately a 14-ton bulk sample from existing core material in preparation for metallurgical pilot plant testing. On February 14, 2017, Midas Gold announced results to date for the metallurgical program.


In August 2016, the Corporation further announced that would initiate a drill program for its Stibnite Gold Project. The objective for the drill program was to improve, expand and de-risk the mineral resources defined in the PFS before commencing the Feasibility Study. Positive results could enhance the Project economics in the planned FS. The drill program commenced in September and was scheduled to continue into 2017. Results from the drill holes completed as part of this program were reported in 2016 and 2017.

 

On September 21, 2016, Midas Gold Idaho, Inc. (“MGII”), on behalf of the Project owners, filed a Plan of Restoration and Operations (the "PRO") with the U.S. Forest Service and Idaho Department of Lands in order to initiate the environmental assessment and permitting process for the Project. Midas Gold expected the U.S. Forest Service and Idaho Department of Lands to commence the public review process of the PRO in accordance with the U.S. National Environmental Policy Act and other requirements.

 

In conjunction with the filing of the PRO, also in September 2016, the Corporation appointed Laurel Sayer as President and Chief Executive Officer of MGII, Midas Gold’s operating subsidiary in Idaho that operates the Project. In addition, Midas Gold announced the appointment of Michael Bogert to the board of directors of Midas Gold Corp., replacing Ms. Sayer as she stepped down to take on her new role. These appointments reflected Midas Gold's objective of increasing local accountability and local representation in all its activities.

 

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The U.S. Forest Service and Idaho Department of Lands conducted an internal review to determine the PRO's adequacy and completeness. On December 13, 2016, the U.S. Forest Service reported that it has determined that the PRO filed by MGII on September 21, 2016 for the restoration, re-development and operation of the Project in Valley County, Idaho has met the requirements for a plan of operations under U.S. Forest Service regulations. With this determination, the U.S. Forest Service confirmed that Midas Gold had provided sufficient information in the PRO to commence the formal review of the Stibnite Gold Project under the National Environmental Policy Act (“NEPA”).

 

In February 2017, the Corporation provided an update on the feasibility-level metallurgical testing program being carried out on the Stibnite Gold Project, reporting on the grinding and flotation work completed to date. The results of this work are an important foundation for the planned Feasibility Study for the Project.

 

Also during February 2017, the Corporation reported the final results from its ongoing mineral resource optimization drill program at the Stibnite Gold Project. These results, along with additional geological, geochemical and assay information collected from prior Midas Gold drill holes and historical information, were incorporated into an updated geological model and mineral resource estimate that was announced in February 2018.

 

On March 28, 2017, the Corporation announced that the U.S. Forest Service had begun its analysis, under the National Environmental Policy Act, of MGII’s, proposed plan of restoration and operations for the Stibnite Gold Project.

 

In early April 2017, the Corporation announced that M3 was awarded a contract to lead the Feasibility Study, with additional FS support to be provided by Blue Coast Metallurgy Ltd., Tierra Group International Ltd., SRK Consulting, Kirkham Geosystems Ltd., STRATA, and others, as necessary.

 

Also during April 2017, the Corporation announced that the United States Forest Service had selected AECOM to assist the agency in evaluating the Stibnite Gold Project.

 

In May 2017, Trade & Industry Development Magazine announced that MGII received a Corporate Investment and Community Impact (“CiCi”) award in the ‘Community Impact Division’. The nomination for the CiCi award was submitted by the Idaho Department of Commerce and West Central Mountains Economic Development Council (“WCMED”) in recognition of MGII’s robust community engagement programs that include over $230,000 in corporate giving to community programs, schools and sponsorships, and over 1,800 staff volunteer hours since 2013.

 

On June 5, 2017, the Notice of Intent (“NOI”) to prepare an Environmental Impact Statement (“EIS”) on the proposed Stibnite Gold Project’s PRO was published in the Federal Register by the US Forest Service. The scoping was completed as scheduled in July 2017.

 

On September 7, 2017, the Corporation provided additional results from its 2017 drilling program at Stibnite.

 

On September 18, 2017, the Corporation announced that seven federal, state and local agencies entered into an agreement outlining their commitment to work together and coordinate their efforts to permit the Project The U.S. Forest Service (which is the lead permitting agency), U.S. Army Corps of Engineers, U.S. Environmental Protection Agency, Idaho Department of Lands, Idaho Department of Environmental Quality, the Idaho Governor’s Office of Energy and Mineral Resources and Valley County were signatories to the memorandum of understanding for the Project.

 

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In February 2018, the Corporation reported on updated mineral resources and continuing progress in its feasibility-level metallurgical test program for the Project, which test program it expected to complete in the second quarter of 2018.

 

On February 22, 2018, the Corporation reported that Idaho’s House of Representatives and Senate passed a joint memorial asking the President of the United States, Idaho’s congressional delegation, the Administrator of the Environmental Protection Agency, the Secretary of the Interior and the Secretary of Agriculture to take the steps necessary to approve the Project in a timely and cost-effective manner. The joint memorial was passed with overwhelming support.

 

On March 21, 2018, the Corporation reported that it had appointed Javier Schiffrin, Senior Vice President, Paulson & Co. Inc., to its board of directors following the resignation of Victor Flores. Mr. Schiffrin was nominated by Paulson & Co. under the investor rights agreement entered into with Midas Gold in relation to the March 2016 financing that was backstopped by Paulson & Co. Mr. Flores had been appointed to the board in 2016 as one of Paulson & Co.’s two nominees under that agreement.

 

On May 9, 2018, the Corporation announced that it had entered into an agreement with Barrick Gold Corporation (NYSE:ABX / TSX:ABX) (“Barrick”) whereby Barrick would purchase 46,551,731 common shares of Midas Gold in a non-brokered private placement (the “Placement”) at a price of C$1.06 per share for gross proceeds of US$38,065,907. The Placement resulted in Barrick owning 19.9% of the issued and outstanding shares in Midas Gold on a post-transaction basis, and 12.4% assuming conversion of the Notes. The transaction closed on May 16, 2018.

 

Also during May 2018, the Corporation announced that it had increased the size of its board of directors from seven to eight members and appointed Mark Hill, Chief Investment Officer with Barrick to fill the additional position. The increase in board size was in accordance with the terms of the investor rights agreement entered into with Barrick in conjunction with the Placement.

 

On August 9, 2018, the Corporation announced that it had appointed Brad Doores to its Board of Directors, replacing Michael Bogert, who stepped down from the Board at the same time in a planned transition to working more closely with the Corporation on permitting-related matters. On August 30, 2018, it was announced that Michael Bogert had been appointed General Counsel for Midas Gold Idaho, Inc., Midas Gold’s wholly owned subsidiary leading the regulatory process for the Project.

 

On October 10, 2018, the Corporation announced that the Nez Perce Tribal Executive Committee had adopted a resolution formally opposing the Stibnite Gold Project. The Nez Perce Tribe is one of the three tribes being consulted by the U.S. Forest Service (“USFS”) under the National Environmental Policy Act review process. Midas Gold has and will continue to reach out to the Nez Perce Tribe and hopes to address their concerns.

 

On December 4, 2018, the Corporation announced that it, Midas Gold Idaho, Inc. and seven of the communities closest to the Stibnite Gold Project site officially established a community agreement. Through the creation of the Stibnite Advisory Council, the agreement establishes a collaborative environment for the companies and local communities to work together throughout the life of the project and provides a venue for cities and counties to address concerns and opportunities directly with Midas Gold. It also creates the Stibnite Foundation to support community projects. Subsequent to year end, an eighth community also signed the community agreement, while another community deferred consideration of the agreement until after the draft EIS is published. Midas Gold also withdrew its request for Valley County to join the community agreement due to a perception of a conflict of interest by some members of the community given Valley County’s role as a cooperating agency under NEPA. The Stibnite Advisory Council has been established and is meeting regularly to discuss various matters related to the Project, and the Stibnite Foundation is in the process of being created as of the date of this AIF.

 

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There were several updates to the permitting schedule during the year and again subsequent to year end. On July 3, 2018, the Corporation announced that the USFS had provided its quarterly update to the anticipated permitting schedule for the Project. The USFS, in cooperation with the six other federal, state and local agencies responsible for the permitting schedule, anticipated issuing a draft EIS for public comment in February 2019, with a Final EIS and Draft Record of Decision (“ROD”) by October 2019. This would have allowed for an approved Final ROD in March 2020. On October 1, 2018, the Corporation announced that the USFS had provided its subsequent quarterly update to the anticipated permitting schedule for the Project which anticipated issuing a draft EIS for public comment in May 2019, with a Final EIS and Draft ROD in February 2020, followed by an approved Final ROD in May 2020.

 

On January 29, 2019, the Corporation announced that it has been advised that the USFS anticipates issuing a draft EIS for public comment in Q3 2019, with a Final EIS and Draft ROD in Q2 2020 and a Final ROD in Q3 2020. This updated schedule accommodates the review and analysis of a considerable amount of additional information requested by the agencies and provided by Midas Gold during the quarter, including information and water modelling related to potential development alternatives such as alternate transportation routes to the Project and alternate tailings storage facility locations, and the integration of consultations required by other agencies to meet their regulatory obligations. The USFS will continue to issue quarterly updates to the anticipated schedule as the process advances.

 

On January 31, 2019, the Corporation announced that it had appointed Jaimie Donovan to its Board of Directors, replacing Mark Hill, who resigned as Barrick’s representative from the Corporation’s Board.

 

On March 25, 2019, the Corporation announced that it amended the investor rights agreement dated May 16, 2018 (“IRA”) entered into with Barrick Gold Corporation (“Barrick”) in conjunction with Barrick’s US$38 million investment in Midas Gold completed in May 2018. These amendments were made at Midas Gold’s request and are designed to increase financing flexibility and options for Midas Gold, including a commitment by Barrick to provide a lead order.

 

On March 12, 2019, the Corporation announced that it filed a preliminary short form base shelf prospectus (the “Shelf Prospectus”) with the securities commissions in each of the provinces of Canada, except Quebec. On April 4, 2019, the Corporation announced that it had filed a final short-form base Shelf Prospectus with the securities commissions in each of the provinces of Canada, except Quebec. The Shelf Prospectus will allow Midas Gold to offer and issue up to C$200 million of common shares, warrants, subscription receipts, units, debt securities, or any combination of such securities (collectively, the “Securities”) during the next 25-months. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, which would be set forth in a subsequently filed prospectus supplement. In connection with the Shelf Prospectus filings, the Corporation also filed an amended technical report entitled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho” dated effective December 8, 2014 and amended March 28, 2019 (the “PFS”). Amendments to the PFS include changes to clarify that the mineral resource estimate is consistent with the CIM Definition Standards adopted by the CIM Council on May 10, 2014 (with no resulting changes to the mineral resource estimate in the PFS), and to remove the comparison of the 2012 preliminary economic assessment.

 

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On April 16, 2019, the Corporation announced it had provided an initial cash grant of $100,000 and issued 1.5 million common shares in the capital of the Corporation, valued at $877,500, to launch the Stibnite Foundation in Idaho. These grants to the Stibnite Foundation (the “Foundation”) were made in accordance with the Corporation’s ongoing annual and milestone funding obligations pursuant to the terms of the Community Agreement, details of which can be found in the Corporation’s December 4, 2018 news release. The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho and eight communities and counties throughout the West Central Mountains region of Idaho.

 

On June 6, 2019, the Corporation announced that it had been advised that the Nez Perce Tribe intended to initiate legal action against the Corporation and its subsidiaries related to alleged water quality impacts related to historical mining activity undertaken prior to Midas Gold’s involvement in the site.

 

On June 10, 2019, the Corporation entered into an agreement with RBC Capital Markets and BMO Capital Markets (as co-lead underwriters) and Haywood Securities in connection with a bought deal public offering (the “Offering”) of 33,200,000 common shares of the Corporation (the “Common Shares”). The Common Shares were offered at a price of C$0.60 per Common Share for gross proceeds of C$19,920,000. Paulson & Co. Inc participated in the Offering in order to maintain its pro rata partially diluted interest of 29.11% of outstanding Common Shares. Barrick Gold Corporation (“Barrick”) acquired Sufficient Common Shares so as to give Barrick a 19.9% ownership interest of all outstanding Common Shares upon completion of the Offering.

 

On August 8, 2019, the Nez Perce Tribe followed on from its Notice of Intent to sue (as reported on June 6, 2019) by filing suit in federal court on matters pertaining to water quality in the Stibnite Mining District related to historical mining activity dating back over 80 years and long before the Company acquired any rights to the site. Midas Gold is not, and has never, operated on site and is not responsible for the existing contamination but has proposed the Stibnite Gold Project (“Project”) as a means for providing the much-needed cleanup of historical waste polluting the area today. Since well before the suit was filed, Midas Gold has been working closely with the Idaho Department of Environmental Quality (“IDEQ”) and the United States Environmental Protection Agency (“EPA”) to gain permission under the federal Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) law to take immediate action and learn more about the specific causes of degraded water quality in a number of locations. Midas Gold firmly believes that it is not legally responsible for cleanup of site legacy impacts caused by previous mining companies or directed by government agencies. However, the Company wants to be part of the solution. During the quarter ended December 31, 2019, in the normal progression of such litigation, Midas Gold filed a request for a stay of proceedings based on the progress in respect of ongoing discussions with Federal and State regulators on a path under CERCLA that would provide early cleanup actions and end the litigation, in addition to a request for a dismissal of the suit based on other considerations. Both motions were consolidated for judicial review in mid-December and were ruled on in December and January. Both motions were dismissed, but the federal court invited a new motion to stay the case if the CERCLA order became “imminent”. The litigation is proceeding through discovery and if the case proceeds to trial, it will likely be set for spring, 2021. Independent from its defense of this lawsuit, the Company will continue moving forward with its longstanding work to assess and improve water quality in the area, restore the site and return the site to environmental standards not seen in decades through responsible, modern mining.

 

Earlier in the year, the Corporation announced that it had been advised that the U.S. Forest Service (“USFS”) anticipated issuing a draft Environmental Impact Statement (“EIS”) for public comment in late Q4 2019, with a Final EIS and Draft Record of Decision (“ROD”) in Q3 2020 and a Final ROD in late Q4 2020. However, on December 4, 2019, Midas Gold reported that the USFS had indicated that the Draft EIS for the Project would be made available for public review in January 2020 and issuing a Final EIS and Draft ROD in Q4 2020 and the Final ROD for the Project in Q1 2021.

 

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Subsequent events

 

Subsequent to year end, on January 27, 2020, the Corporation announced the USFS and other regulators working on the Project have, following internal reviews, identified a number of recommended improvements to the Draft EIS that is being prepared by the USFS as the lead agency. These recommended improvements to the Draft EIS would ultimately support a complete ROD at the conclusion of the permitting process. 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.

 

Also subsequent to year end, on March 17, 2020, the Corporation announced that it had completed a financing for gross proceeds of US$35.0 million (C$47.6 million), with proceeds to be used for continued work on the Stibnite Gold Project and for general working capital purposes. The financing was completed with Paulson & Co. Inc. (“Paulson”), on behalf of the several investment funds and accounts managed by Paulson, whereby Paulson purchased Canadian dollar denominated 0.05% senior unsecured convertible notes (the “2020 Notes”) issued by a wholly-owned subsidiary of the Corporation on a private placement basis. The 2020 Notes are convertible into common shares of the Corporation at a price of C$0.4655.

 

DESCRIPTION OF THE BUSINESS

 

Summary of the Business

 

The Corporation is an exploration development-stage company engaged in acquiring mining properties with the intention of exploring, evaluating and placing them into production, if warranted. Currently, its principal business is the exploration and, if warranted, redevelopment, restoration and operation of the Stibnite Gold Project in Idaho, USA.

 

Mineral exploration and development are expected to constitute the principal business of the Corporation for the coming years. In the course of realizing its objectives, it is expected the Corporation may enter into various agreements specific to the mining industry, such as purchase or option agreements to purchase mining claims and joint venture agreements.

 

The Corporation’s principal mineral project is the Stibnite Gold Project, which contains several mineral deposits. The Corporation’s current focus is to explore, evaluate and potentially redevelop three of the deposits known as the Hangar Flats Deposit, West End Deposit and Yellow Pine Deposit, all of which are located within the Stibnite Gold Project as in the location map (Figure 1.1), below, as well as reprocess certain historical tailings located on the Project. These development activities would be undertaken in conjunction with a major restoration program designed to address impacts related to historical activities in the Project area. Such restoration activities are an integral component of the PRO.

 

Employees

 

At December 31, 2019, the Corporation had 39 employees. A total of 35 employees were employed in Idaho and were directly related to the mineral exploration and development activities of the Stibnite Gold Project, with the remaining four persons employed in Vancouver in respect of executive management and administrative support. The Corporation also contracts out certain activities, such as drilling, metallurgical testing and feasibility study preparation to specialized service providers. As a result of the seasonal nature of field activities, the number of people on site and in the Corporation’s Donnelly facilities can vary. Typically there could be 20 - 50 or more persons engaged in field activities on site when actively drilling with multiple rigs, and an additional 5 - 10 or more people providing support activities in Donnelly. These numbers are significantly lower when there is no drilling underway. Significant aspects of the exploration and development business require specialized skills and knowledge in areas that include geology, mining, metallurgy, engineering, environmental contamination treatment, permitting and regulatory compliance, as well as environmental and social policy issues. While recent activity within the industry in general has made it more challenging to recruit and retain qualified employees, Midas Gold has been successful to date in recruiting and retaining key personnel necessary to its operating needs.

 

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Competitive Conditions

 

The gold exploration and mining business is a competitive business. The Corporation competes with numerous other companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. See “Risk Factors – The Corporation’s Risks”.

 

Environmental, Social & Governance

 

Midas Gold Corp. has, since its inception, incorporated the principles of environmental protection, social considerations and good governance into all its actions, in which was formalized in its Environmental, Social and Governance Policy (ESG Policy), approved in February 2019. The intent of the ESG policy is to set out the Corporation’s guiding principles in a coherent, systematic manner to inform stakeholders and interested parties as to those principles.

 

Guiding Principles

 

The Corporations activities are guided by certain principles as they relate to responsible mineral development. These principles include, but are not limited to, the following:

 

Midas Gold’s purpose is to leave the Stibnite Gold Project site better than we found it and to leave a lasting legacy of economic benefits in Valley County and Idaho.

 

Our employees are driven to achieve these goals by their own ideals and values, and they would not be working with Midas Gold if that was not the case.

 

Midas Gold recognizes that responsible corporate behaviour with respect to environmental, social and governance (ESG) factors can generally have a positive influence on long-term financial performance.

 

Disclosure is the key that allows stakeholders and other interested parties better understand, evaluate and assess potential risk and return, including the potential impact of ESG factors on Midas Gold’s performance.

 

Midas Gold’s investment analysis should incorporate ESG factors to the extent that they affect risk and return.

 

Midas Gold acknowledges that the division of authority and responsibilities among the three parties that are core to corporate governance – shareholders, directors and managers.

 

Employees, contractors, suppliers, federal, state and local governments and the community at large have a vested interest in positive corporate conduct and long-term business performance.

 

Page | 18

 

 

Core Values

 

In order to live up to these principles, Midas Gold has defined certain core values in its ESG Policy that are integral to the Corporation’s DNA:

 

Safety - The health and safety of our employees, contractors and the public is of the utmost importance.

 

Environmental Responsibility - The Corporation goes above and beyond what is required; we find practical solutions to manage growth while protecting and enhancing the natural environment.

 

Community Involvement - As a proud part of the community, Midas Gold actively strive to serve the community’s needs, to collectively enhance prosperity and well-being.

 

Transparency - Midas Gold fulfills its commitments in an open and transparent manner. Midas Gold aims to be accurate, consistent and straightforward in all information delivered to our stakeholders.

 

Accountability - As part of Midas Gold’s governance, the Corporation ensures that accountability guides all of its actions, decisions, conduct and reporting.

 

Integrity & Performance - Midas Gold and its employees holds themselves to high moral standards and strive to fulfill their commitments in an effective and sustainable manner.

 

Conservation Principles

 

Given the importance of environmental protection in the development, operation and closure of natural resource projects, Midas Gold has adopted the following guiding conservation principles for the Project in order to align it with the Corporation’s core values:

 

Conduct restoration, mining, milling and reclamation activities in an environmentally responsible manner;

 

Locate Project infrastructure on previously disturbed areas wherever practicable;

 

Design and construct facilities to minimize impacts to aquatic and terrestrial wildlife, improve habitat across the Project site, and protect anadromous and local aquatic populations;

 

Protect and improve local surface water and groundwater quality; and,

 

Repair, relocate, or construct new ecologically diverse stream channels and wetlands to mitigate those disturbed by legacy and new mine development.

 

As part of its ESG Policy, the Corporation has adopted at Health & Safety Policy, an Environmental Policy, Sustainability Goals and an approach to Transparency and Sustainability Reporting that can be found in the ESG Policy here: https://midasgoldcorp.com/company/esg/.

 

In addition, the Corporation’s operations are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions of spills, releases or emissions of various substances related to mining industry operations, which could result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties Environmental legislation is evolving, which means stricter standards and enforcement, fines and penalties for non-compliance are becoming more stringent. Environmental assessment of proposed projects carries a heightened degree of responsibility for companies and directors, officers and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Corporation’s operations, including its capital expenditures and competitive position.

 

For Midas Gold’s work in relation to environmental matters at the Stibnite Gold Project, see “Summary of the Stibnite Gold Project – Environmental Studies” and “Summary of the Stibnite Gold Project – Environmental Mitigation and Remediation”. Also see “Risk Factors – Industry Risks”.

 

Page | 19

 

 

Foreign Operations

 

The Company is incorporated pursuant to the laws of British Columbia, Canada and is a reporting issuer in each of the provinces of Canada, except Quebec. The Company is dependent upon its ownership of the Stibnite Gold Project that is located in Idaho, USA.

 

Summary of the Stibnite Gold Project 

 

The following description of the Stibnite Gold Project in Idaho is derived from the summary contained in the PFS Technical Report dated effective December 8, 2014, and amended March 28, 2019, compiled by Richard K. Zimmerman, R.G. , Lee A. Becker, P.E., Garth D. Kirkham, P. Geo, Christopher J. Martin, C. Eng, John M. Marek, P.E. Allen R. Anderson, P.E., Richard C. Kinder, P.E. and Peter E. Kowalewski, P.E. ,all of whom are Qualified Persons. The entire PFS Technical Report is incorporated by reference into this AIF except to the extent that its contents are modified, updated or superseded by a statement contained in this AIF (which does not need to state that such statement has modified, updated or superseded such contents). See the various “Post-PFS” updates below for matters that have changed from the PFS Technical Report summary below. For readers to fully understand the information in this AIF, they should read the PFS Technical Report as amended (available for review under the Corporation’s profile on SEDAR at www.sedar.com, filed on April 4, 2019) in its entirety, including all qualifications, assumptions and exclusions that relate to the information set out in this document which qualifies the technical information set out in the PFS Technical Report. The PFS Technical Report is intended to be read as a whole, and summaries or sections should not be read or relied upon out of context. The technical information in the PFS Technical Report is subject to the assumptions and qualifications contained therein and to the updates provided below.

 

1.1                 Introduction and Purpose

 

Redevelopment of the Stibnite Gold Project (the Project) has the potential to clean up an existing brownfield site, one that has been extensively mined for more than 80 years, and which could become one of the largest gold producers in the United States. This billion-dollar Project could create more than 700 jobs in Idaho during the first three years of construction and nearly 1,000 jobs in Idaho during 12 years of Project operations, while generating significant taxes and other benefits to the local, state and federal economies. The preliminary feasibility study (PFS) and related PFS Technical Report provide a comprehensive overview of the Project and includes recommendations for future work programs required to advance the Project to a decision point. The PFS Technical Report defines an economically feasible, technically and environmentally sound Project that minimizes impacts and maximizes benefits.

 

Key considerations for the Project are as follows:

 

· The Project design began with the end in mind, contemplating the development, operation and closure of the Project on a sustainable basis, meeting society’s present day needs for economic prosperity while remaining protective of the environment, and enhancing the ability of future generations to sustain their own needs.

 

· The Project is designed to ensure ongoing positive local and regional financial and social benefits through taxation, employment, and business opportunities in a region where the economy has suffered for more than a decade, resulting in some of the highest unemployment and lowest annual wages in Idaho.

 

· From the beginning, the Project has been designed for what will remain after closure. The plan for closure is protective of the environment and incorporates inherently stable, secure features that will provide the foundation for a naturally sustainable ecosystem.

 

· The Project design incorporates cleanup and repair of extensive historical mining-related impacts; much of the cleanup and repair would occur during initial construction and early operations.

 

· The new facilities contemplated for the Project are tightly constrained and, to a large extent, placed in historically impacted areas in order to minimize the incremental Project footprint.

 

· Salmon and other fishery enhancements are integral to the Project design. Removal of man-made barriers and reconstruction of natural habitat would allow salmon and other fish migration into the upper reaches of the watershed for the first time since 1938.

 

· During development, operations and closure, all aspects of the Project are designed to improve existing conditions, where possible, and remain protective of the environment, with the extensive costs related to remediation and reclamation of historical impacts accommodated by an economically feasible Project.

 

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The PFS Technical Report provides information about the geology, mineralization, exploration potential, Mineral Resources, Mineral Reserves, mining method, process method, infrastructure, social and economic benefits, environmental protection, cleanup and repair of historical impacts, reclamation and closure concepts, capital and operating costs and an economic analysis for the Project.

 

1.2                Key Results

 

The Project consists of rehabilitating an existing brownfields site in an area of significant historical mining, including removal and reprocessing of the historic gold-silver-antimony tailings (Historic Tailings), and mining the Yellow Pine, Hangar Flats and West End gold-silver-antimony 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. Midas Gold's plans for decommissioning the site include progressive and concurrent remediation and reclamation activities, beginning at the start of construction and continuing beyond the operations phase, through Project reclamation and closure.

 

The Stibnite Gold Project, as contemplated in the PFS Technical Report, comprises:

 

· A design that minimizes Project footprint, and locates facilities within already impacted areas, and which incorporates a number of approaches to risk reduction, such as an improved access road to the site that avoids all major waterways.

 

· An extensive reclamation and remediation program for historical impacts to the site including, but not limited to, the recovery and reprocessing of Historic Tailings, restoration of fish passage during and after operations, removal of historical waste rock to an engineered waste rock storage facility, repair of the Blowout Creek channel that is a source of significant sedimentation, reforestation of impacted areas, stream channel repairs, etc. Many of these activities will occur during construction and/or relatively early in the mine life.

 

· Four deposits, including Historic Tailings, with combined Indicated Mineral Resources of 115.2 million short tons (Mst) or 104.5 million metric tonnes (Mt) grading 0.048 troy ounces per short ton (oz/st) Au or 1.63 grams per metric tonne (g/t) Au, 0.077 oz/st (2.65 g/t) Ag, and 0.07% Sb. The aggregate Indicated Mineral Resources contain 5.46 million oz (Moz) Au, 8.90 Moz Ag, and 155.2 million pounds (Mlbs) Sb.

 

· Combined Probable Mineral Reserves of 98.07 Mst (88.96 Mt) grading 0.047 oz/st (1.60 g/t) Au, 0.071 oz/st (2.43 g/t) Ag, and 0.07% Sb. Total contained metal in the Probable Mineral Reserves includes 4.58 Moz Au, 6.96 Moz Ag, and 137.0 Mlbs Sb.

 

· The four deposits combined also contain additional Inferred Mineral Resources of 10.8 Mst (9.8 Mt) grading 0.032 oz/st (1.10 g/t) Au, 0.049 oz/st (1.67 g/t) Ag, and 0.04% Sb that is not utilized in the PFS Technical Report. The combined Inferred Mineral Resources contain 347 koz Au, 523 koz Ag, and 9.5 Mlbs Sb. 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.

 

· The mineralization is primarily hosted in sulfides, with modest amounts of oxides, both of which can be treated with different extraction processes in the same plant. Sulfide mineralization would be milled and treated with bulk flotation, or with sequential flotation when sufficient antimony is present, to produce two products: (1) an antimony concentrate for off-site shipment to a smelter, and (2) a gold concentrate. In both cases, sulfide gold concentrates would be further processed on-site using pressure oxidation (POX) followed by vat leaching to produce gold-silver doré. The oxide material would be milled and then vat leached to recover gold and silver only, with a significant portion processed during down times for the POX circuit.

 

Page | 21

 

 

· Production is recommended to average 8.05 Mst of ore fed to the crusher per year (22,050 short tons per day (st/d)) with an average strip ratio of 3.5:1; in metric units, this equates to 7.30 Mt and 20,000 t/d. With this production rate, the mine life would be approximately 12 years. The average mill feed gold grade for the Project is approximately 0.047 oz/st (1.60 g/t) containing 4,575 thousand ounces (koz) of gold with significant sliver and antimony credits.

 

· Payable metals for the Project total 4,006 koz of gold, 1,467 koz of silver, and 67,900 thousand lbs (klbs) of antimony for the Project life of mine.

 

· Total capital cost would be approximately $1,125 million, including start-up capital costs of $970 million, sustaining capital costs of $99 million, and closure costs of $56 million.

 

· Using the Base Case economic factors detailed in Section 22, the financial model yields a pre-tax net present value at a 5% discount rate (PTNPV5%) of $1,093 million and an after tax net present value at a 5% discount rate (ATNPV5%) of $832 million. As currently designed, the Project’s Internal Rate of Return (IRR) is 19.3% with a payback period of approximately 3.4 production years.

 

· The ATNPV5% for the Project is most sensitive to changes in revenue, which is manifested as changes in metal prices, gold grades, or gold recovery. For example, a 20% increase in gold price or gold grade raises the ATNPV5% from $832 million to $1,369 million, a 63% increase for the base Case. Similarly, a decrease of 20% in gold grade, gold recovery, or gold price results in a 71% decrease in ATNPV5% for the Base Case.

 

· A number of risks and opportunities have been identified, including the potential for additional gold production from within the current pit outlines, as well as some from outside, either of which could significantly enhance the economic outcomes for the Project.

 

· The closure concept for the Project envisions removal or demolishing of onsite facilities, comprehensive reclamation and reforestation of disturbed areas, permanent establishment of fish passage through the site, and a sustainable environment.

 

The economic and technical analyses included in this Report provide only a summary of the potential Project economics based on the assumptions set out herein. There is no guarantee that the Project economics described herein can be achieved.

 

1.3                Regulatory Information

 

The PFS Technical Report has been prepared based on the results of a PFS completed for the Project, which is located in the Stibnite-Yellow Pine mining district (District), Idaho. The Project is wholly owned by direct or indirect subsidiaries of Midas Gold Corp. (MGC), a TSX-listed British Columbia company. Unless the context indicates otherwise, references to “Midas Gold” throughout this Report include one or more of the aforementioned subsidiaries of MGC.

 

The PFS Technical Report has been prepared under the direction of Independent Qualified Persons (QP) and in compliance with the Canadian Securities Administrators (CSA) NI 43-101 standards for reporting mineral properties, Companion Policy 43-101CP, and Form 43-101F1. The PFS Technical Report supersedes and replaces the technical report entitled ‘Preliminary Economic Assessment Technical Report for the Golden Meadows Project, Idaho’ prepared by SRK Consulting (Canada) Inc. and dated September 21, 2012 (PEA) and that report should no longer be relied upon.

 

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1.4                Reliance on Other Experts

 

Certain sections of the PFS Technical Report rely on reports and statements from legal and technical experts who are not Qualified Persons as defined by NI 43-101. The Qualified Persons responsible for preparation of the PFS Technical Report have reviewed the information and conclusions provided that they are responsible for and determined that they conform to industry standards, are professionally sound, and are acceptable for use in this Report.

 

1.5                Property Description and Location

 

The Stibnite Gold Project is located in central Idaho, USA. The Project lies approximately 100 miles (mi) northeast of Boise, Idaho, 38 mi east of McCall, Idaho, and approximately 10 mi east of Yellow Pine, Idaho. Figure 1.1 illustrates the location of the Project.

 

The Hangar Flats, West End, and Yellow Pine deposits, along with the Historic Tailings, lie within mineral concessions controlled by Midas Gold, as are other exploration prospects and targets identified in this Report. Mineral rights controlled by Midas Gold include patented lode claims, patented mill site claims, unpatented federal lode claims, and unpatented federal mill site claims and encompass approximately 27,104 acres or 42 square miles. The claims are 100% owned, except for 27 patented lode claims that are held under an option to purchase. The Project is subject to a 1.7% NSR Royalty on gold only. There is no royalty on silver or antimony.

 

1.6                Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

The Stibnite Gold Project is located approximately 152 road-miles northeast of Boise, Idaho in an area of deeply incised drainage related to the East Fork of the South Fork of the Salmon River (EFSFSR) at an elevation of ~ 6,500 feet (ft) with nearby mountains rising to an elevation of approximately 7,800 to 8,900 ft.

 

The climate is characterized by moderately cold winters and mild summers. Most precipitation occurs as snowfall in the winter and rain during the spring. The local climate allows for year round operations, as evidenced by historical production over extended periods, and climate information.

 

Ground access to the Property is currently available by road from the nearby towns of Cascade, Idaho, an 84 mile drive and, during the snow free months, from McCall, Idaho, which is a 63-mi drive. The closest rail is in Cascade, while the closest access for sea transportation is on the west coast of the US and Canada, or via the inland port of Lewiston, ID.

 

Power-lines would need to be installed/upgraded from the main regional Idaho Power Corporation (IPCo) substation at Lake Fork to the Project site, a distance of 42 mi, along an existing and previously used right-of-way.

 

Midas Gold has four permanent and three temporary water rights in the District.

 

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Figure 1.1:      Location Map of the Stibnite Gold Project

 

 

1.7                History

 

The Project is located in a past-producing area near the historical town of Stibnite. Since the late 1920s, gold, silver, antimony, tungsten, and mercury mineralized materials have been mined in the area by both underground and, later, open pit methods, creating numerous open pits, underground workings, large-scale waste rock dumps, heap leach pads, spent heap leach ore piles, tailings depositories, a mill site, three town sites, an airstrip, and other disturbances, some of which still exist today. Antimony-tungsten-gold sulphide milling operations ceased in 1952 as a result of lower metal prices following the end of the Korean War, while mercury operations on the Cinnabar claims continued until 1963. Exploration recommenced in 1974, followed by open pit mining and seasonal on-off heap leaching from 1982 to 1997. Midas Gold commenced its exploration activities in 2009.

 

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Table 1.1 summarizes the approximate historical production for the Project by area; additional details are provided in Section 6.

 

Table 1.1:      Estimated Historical Metal Production

 

 

 

Area  

Production

Years

   

Tons Mined

(st)

   

Recovered

Au (oz)

   

Recovered

Ag (oz)

   

Recovered

Sb (st)

   

Recovered

WO3

(units)(1)

 
Hangar Flats     1928 - 38       303,853       51,610       181,863       3,758       67  
Yellow Pine     1938 - 92       6,493,838       479,517       1,756,928       40,257       856,189  
West End     1978 - 97       8,156,942       454,475       149,760       -       -  
Totals             14,954,633       985,602       2,088,551       44,015       856,256  

 

Note:

(1)   A unit of WO3 (tungsten trioxide) is 1% of a short ton (20 pounds), and WO3 is 79.3% tungsten. A short ton unit of WO3, therefore, equals 20 pounds of WO3 and contains 15.86 pounds of tungsten.

 

1.8                Geological Setting and Mineralization

 

The Project area is underlain by pre-Cretaceous “basement” sediments, the Cretaceous-age Idaho Batholith (granitic), Tertiary-age intermediate to felsic intrusions and volcanics, younger unconsolidated sediments derived from erosion of the older sequences and glacial materials.

 

Large, north-south striking, steeply dipping to vertical structures exhibiting pronounced gouge and multiple stages of brecciation occur in the central and eastern portions of the property and are often associated with east-west and northeast-southwest trending splays and dilatant structures.

 

Intrusive-hosted precious metals mineralization typically occurs in structurally prepared zones in association with very fine-grained disseminated arsenical pyrite (FeS2) and, to a lesser extent, arsenopyrite (FeAsS), with gold almost exclusively in solid solution in these minerals.

 

Antimony mineralization occurs primarily associated with the mineral stibnite (Sb2S3). Zones of silver-rich mineralization locally occur with antimony and are related to the presence of pyrargyrite (Ag3SbS3), hessite (Ag2Te) and acanthite (Ag2S).

 

Metasediment-hosted mineralization has a similar sulfide suite and similar geochemistry to the intrusive hosted mineralization, but with higher carbonate content in the gangue and a much more diverse suite of late stage minerals.

 

1.9                Deposit Types

 

The origin of the wide variety of mineralization occurrences at the Stibnite Gold Project is attributed to deep-seated intrusives and associated high temperature and high pressure processes to shallow lower temperature, lower pressure hydrothermal processes.

 

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1.10                Exploration

 

The District has been the subject of exploration and development activities for nearly 100 years. Numerous prospects have been discovered through the years using a variety of methods. Some of these prospects were developed into mines and others remain undeveloped; further, new ones may be discovered as the Project advances and the nature of mineralization previously exploited is better understood.

 

Midas Gold’s analysis of historical data and its exploration since 2009 has identified a number of key exploration opportunities:

 

· There is potential at each of the Hangar Flats, West End and Yellow Pine deposits to increase Mineral Resources and Mineral Reserves at grades higher than cut-off, this potential includes conversion of currently Inferred Mineral Resources to higher confidence levels, conversion of currently unclassified material within the economic pits, and expansion potential immediately adjacent to the existing Mineral Resources and Mineral Reserves that could result in increased Mineral Reserves and reduced strip ratios;

 

· There is good potential to delineate high grade, Au +/- Sb, near surface underground mineral deposits at prospects such as Scout, Garnet and Upper Midnight (based on varying degrees of drilling already completed) that could provide supplemental early mine life, higher margin, mill feed;

 

· There is potential for the discovery and definition of additional mineral deposits along the main mineralized trends, such as between Hangar Flats and Yellow Pine, based on exploration and drilling completed to date;

 

· A number of other prospects have been defined to varying degrees, up to and including detailed drilling, that indicate potential for bulk tonnage disseminated Au deposits similar to those containing the current Mineral Resources – these include the Rabbit and Ridgetop-Cinnamid prospects; and

 

· A number of prospects, such as Mule, have different geologic settings to those discussed above but which could potentially develop into significant mineral deposits.

 

Note: There has been insufficient exploration to define Mineral Resources on these prospects and it is uncertain whether further exploration will result in the targets being delineated as either Mineral Resources or Mineral Reserves.

 

1.11                Drilling

 

The Project area, including the three main deposits, has been drilled by numerous operators, totaling 773,744 ft in 2,606 drill holes, of which Midas Gold drilled 550 holes, totaling over 326,275 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. All Midas Gold holes were surveyed and recoveries were generally good to excellent. Industry standard QA/QC procedures were used by Midas Gold, including sample security, blanks, standards and duplicates and these procedures were verified by the Independent QP.

 

1.12                 Data Verification

 

Extensive data verification programs have been undertaken by numerous independent consultants for Midas Gold and by Midas Gold personnel, as discussed in previous NI 43-101 technical reports (SRK, 2011; SRK, 2012) and discussed in the PFS Technical Report. These verification programs have been essential in ensuring that the datasets used for the Mineral Resource estimates are validated and verified as adequate for the estimation of Mineral Resources for each of the respective deposits. 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 Hanger Flats, West End, Yellow Pine and Historic Tailings deposits is adequate for this purpose and may be relied upon to report the Mineral Resources and Mineral Reserves contained in the PFS Technical Report.

 

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1.13                Mineral Processing and Metallurgical Testing

 

Subsequent to the test work program undertaken for the 2012 PEA and other historical testing undertaken by prior owners and operators, a total of seven flowsheet development composites and 114 variability composites were prepared for metallurgical testing in support of the PFS from the more than 800 samples collected from the Project. Mineralogical work confirmed that the gold is mostly present in both pyrite and (to a much lesser extent) arsenopyrite, at concentrations that are usually high enough to economically justify flotation concentration followed by POX of the sulfides and cyanidation of the released gold. Oxide zones, mostly in the West End Deposit, contained very fine-grained, discrete gold available to direct cyanidation. Antimony occurs as stibnite, which is typically coarse-grained when occurring in higher-grade samples.

 

After the PEA related testing, grindability testing was conducted on all deposits, including two JK Drop Weight tests, 22 JK SAG mill characterization (SMC) tests, 10 crusher work index and abrasion index tests, 8 rod mill work index, and 24 ball mill work index tests. All composites indicate medium hardness (ball mill work index 13.0 to 14.1 kWh/t) and are amenable to semi-autogenous grinding (SAG) milling, though West End is somewhat more resistant to SAG milling, and Yellow Pine appears to be slightly more resistant to ball milling.

 

Over 300 metallurgical tests were completed on samples from the Yellow Pine, Hangar Flats, West End and Historic Tailings deposits as part of the PFS; in addition, more than 130 tests were completed for the PEA and numerous test programs were completed by prior owners and operators. Despite some mineralogical differences between the deposits, developmental metallurgical testwork has been able to identify a single, modular flowsheet that proved successful when applied to each of the deposits, making it possible to design a single plant that can process all ores from the Project as they are mined. This plant would, when antimony grades are high enough, float off the stibnite to create a saleable antimony concentrate, and then all ores (whether or not antimony is pre-floated) would be subject to bulk flotation of sulfides to produce an auriferous concentrate. Limited testwork on the Historic Tailings showed that they could be successfully co-processed through either flowsheet with the early production Yellow Pine ores.

 

At most times, the rougher flotation concentrates are expected to meet the POX sulfur content requirements and not require further cleaning, although West End concentrates require additional processing to reject carbonate-bearing (CO3) minerals from the gold concentrates to produce a POX friendly concentrate.

 

Developmental leaching test work was also undertaken on the West End oxide ores, as well as on select flotation tailings produced from partially oxidized mineralization from Hangar Flats and West End. West End oxide leach studies indicate that 96% of the extracted gold leaches in the first six hours, with another 2% leached over the final 18 hours. Leach studies on the flotation tailings from Hangar Flats and West End indicate that any leachable gold in the flotation tailings is also fast leaching and could contribute significantly to gold recovery. Leach studies on the flotation tailings from Yellow Pine suggest little incremental recovery, but leaching them would provide additional assurance against losses of cyanide-soluble gold.

 

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The projected overall recoveries for each deposit are shown on Figure 1.2 and Figure 1.3.

 

Figure 1.2:       Gold and Silver Recoveries to Doré

 

 

 

Figure 1.3:      Antimony Concentrate Recoveries

 

 

 

Page | 28

 

1.14                Mineral Resource Estimates

 

The Mineral Resource estimates for Hangar Flats, West End and Yellow Pine deposits, and the Historic Tailings, were prepared to industry standards and best practices using commercial mine-modeling and geostatistical software by third party consultants and verified by an Independent QP.

 

The Mineral Resources were initially calculated using a gold price of $1,400/oz and parameters defined in Section 14; based on this, the open pit sulfide cut-off grade was calculated as approximately 0.016 oz/st (0.55 g/t) Au and the open pit oxide cut-off grade calculated as approximately 0.010 oz/st (0.35 g/t) Au. However, Midas Gold elected to report its Mineral Resources at a 0.022 oz/st (0.75 g/t) Au sulfide cut-off grade and 0.013 oz/st (0.45 g/t) Au oxide cut-off grade, which is equivalent to utilizing the cost assumptions stated in Section 14 and a gold selling price of approximately $1,000/oz for sulfides and $1,100/oz for oxides. The consolidated Mineral Resource statement for the Project is shown in Table 1.2.

 

Table 1.2:      Consolidated Mineral Resource Statement for the Stibnite Gold Project

 

Classification

  Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated                                          
Hangar Flats     21,389       1.60       1,103       4.30       2,960       0.11       54,180  
West End     35,974       1.30       1,501       1.35       1,567       0.008       6,563  
Yellow Pine     44,559       1.93       2,762       2.89       4,133       0.09       84,777  
Historic Tailings     2,583       1.19       99       2.95       245       0.17       9,648  
Total Indicated     104,506       1.63       5,464       2.65       8,904       0.07       155,169  
Inferred
Hangar Flats     7,451       1.52       363       4.61       1,105       0.11       18,727  
West End     8,546       1.15       317       0.68       187       0.006       1,083  
Yellow Pine     9,031       1.31       380       1.50       437       0.03       5,535  
Historic Tailings     140       1.23       6       2.88       13       0.18       563  
Total Inferred     25,168       1.32       1,066       2.15       1,743       0.05       25,908  

 

Notes:

(1)        All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) definitions, as required under National Instrument 43-101 (“NI43-101”).

(2)       Mineral Resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.

(3)       Open pit sulfide Mineral Resources are reported at a cutoff grade of 0.75 g/t Au and open pit oxide Mineral Resources are reported at a cutoff grade of 0.45 g/t Au.

 

The Yellow Pine and Hangar Flats deposits contain zones with substantially elevated antimony-silver mineralization, defined as containing greater than 0.1% antimony, relative to the overall Mineral Resource. The existing Historic Tailings Mineral Resource also contains elevated concentrations of antimony. These higher-grade antimony zones are reported separately in Table 1.3. Antimony zones are reported only if they lie within gold Mineral Resource estimates.

 

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Table 1.3:      Antimony Sub-Domains Consolidated Mineral Resource Statement

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)(3)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)(3)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Total Indicated     12,564       1.98       800       6.23       2,518       0.50       138,218  
Total Inferred     1,735       1.74       97       6.88       384       0.60       22,959  

 

 

Notes:

(1) Antimony Mineral Resources are reported as a subset of the total Mineral Resource within the conceptual pit shells used to constrain the total Mineral Resource in order to demonstrate potential for economic viability, as required under NI43-101; mineralization outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate.
(2) Open pit antimony sulfide Mineral Resources are reported at a cutoff grade 0.1% antimony within the overall 0.75 g/t Au cutoff.
(3) Includes contributions from Hangar Flats, Yellow Pine and Historic Tailings. See Section 14 for details.

 

1.15                Mineral Reserve Estimates

 

The Qualified Person (QP) for the estimation of the Mineral Reserve was John M. Marek, P.E. of Independent Mining Consultants, Inc. The Mineral Reserves were estimated in conformity with generally accepted Canadian Institute of Mining and Metallurgy (CIM) “Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines” and are reported in accordance with the Canadian Securities Administrators’ NI 43-101. Mr. Marek has reviewed the risks, opportunities, conclusions and recommendations summarized in Sections 25 and 26, and he is not aware of any unique conditions that would put the Stibnite Gold Mineral Reserve at a higher level of risk than any other North American developing projects.

 

The Mineral Reserve was developed by allowing only Indicated Mineral Resource blocks to contribute positive economic value, and is a subset of the Mineral Resource comprised of the Probable Mineral Reserve that is planned for processing over the life-of-mine plan, with assumptions summarized in Sections 15 and 16. No economic credit has been applied to Inferred mineralization in the development of the Mineral Reserve; further blocks needed to be economic based on gold content alone before being categorized as a Mineral Reserve. A series of floating cones were developed by varying the gold price from $200/oz to $1,500/oz and then evaluated at a $1,200/oz price for gold without changing the size of the cone; for Yellow Pine, an $800/oz cone was selected as optimal, while $1,100/oz cones were selected for Hangar Flats and West End.

 

Based on the longer-term nature of the Project, cutoff grades for Mineral Reserves were developed assuming long term metal prices of $1,350/oz gold, $22.50/oz silver, and $4.50/lb antimony for material lying within the cones selected above. Confidence classification was based on gold estimation.

 

The cut-off grade is defined by a term called ”Net of Process Revenue” (NPR) which takes into account final PFS processing recoveries, processing costs, and smelter terms (see Section 15), with any block with a NPR greater than zero meets the requirement for internal cutoff grade. The processing costs for ore range from $9.07/st for oxides to $17.00/st for high antimony sulfides with an additional $3.40/st of ore for G&A. Therefore the NSR equivalent of the cut-off grade range is: $12.47/st – $20.40/st. The Mineral Reserves are summarized in Table 1.4.

 

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Table 1.4: Stibnite Gold Project Probable Mineral Reserve Estimate (Imperial & Metric Units)

 

          Average Grade     Total Contained Metal  
Deposit   Tonnage     Gold     Antimony     Silver     Gold     Antimony     Silver  
Imperial Units   (kst)     (oz/st)     (%)     (oz/st)     (koz)     (klbs)     (koz)  
Yellow Pine     43,985       0.057       0.098       0.090       2,521       86,376       3,973  
Hangar Flats     15,430       0.045       0.132       0.086       690       40,757       1,327  
West End     35,650       0.035       0.000       0.040       1,265       -       1,410  
Historic Tailings     3,001       0.034       0.165       0.084       102       9,903       252  
Total Probable Mineral Reserve(1)     98,066       0.047       0.070       0.071       4,579       137,037       6,962  

 

Metric Units   (kt)     (g/t)     (%)     (g/t)     (t)     (t)     (t)  
Yellow Pine     39,903       1.97       0.098       3.10       78.4       39,179       123.6  
Hangar Flats     13,998       1.53       0.132       2.95       21.5       18,487       41.3  
West End     32,341       1.22       0.000       1.36       39.3       -       43.9  
Historic Tailings     2,722       1.17       0.165       2.88       3.2       4,492       7.8  
Total Probable Mineral Reserve(1)     88,964       1.60       0.070       2.43       142.4       62,159       216.5  

 

Notes:

(1)       Metal prices used for Mineral Reserves: $1350/oz Au, $22.50/oz Ag, $4.50/lb Sb.

(2)       Block MUST be economical based on gold value only in order to be included as ore in Mineral Reserve.

(3)       Numbers may not add exactly due to rounding.

 

Mineral Reserves exclude approximately 10.8 Mst with average grades of 0.032 oz/st (1.10 g/t) Au, 0.049 oz/st (1.67 g/t) Ag and 0.05% Sb that are Inferred Mineral Resources that lie within the Mineral Reserve pit limits; conversion of some or all of these tons would increase payable metal and reduce strip ratios. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Inferred Mineral Resources 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.

 

1.16                       Mining

 

The mine plan developed for the Project incorporates the mining of the three in situ Mineral Deposits: Yellow Pine, Hangar Flats, and West End and their related waste rock, and the re-mining of Historic Tailings along with its cap of spent heap leach ore (SODA). Ore from the three pits would be sent to a centrally located crusher while the Historic Tailings would be fed by slurry into the process plant’s grinding circuit. Waste rock would be sent to four distinct destinations: the tailings storage facility (TSF), the main Waste Rock Storage Facility (Main WRSF), the West End Waste Rock Storage Facility (West End WRSF), and to the Yellow Pine pit as backfill. The general sequence of mining would be the Yellow Pine deposit first, Hangar Flats second, and West End third. This planned sequence is driven by the need to backfill the Yellow Pine pit with waste rock from the West End pit in order to restore the original gradient of the EFSFSR while using environmentally appropriate carbonate-rich material for such backfill. This order generally follows a sequence of mining gold ounces from highest grade to lowest grade, and lowest cost to highest cost. The Historic Tailings, which lie within the footprint of the Main WRSF, would be removed during the first four years of the mine schedule to make the necessary space for the Main WRSF.

 

Mining at the Stibnite Gold Project would be accomplished using conventional open pit hard rock mining methods. Mining is planned to deliver 8.05 Mst of ore to the crusher per year (22,050 st/d), with stockpiling by ore type (low antimony sulfide, high antimony sulfide and oxide). Batches of oxide and sulfide material would be sent to the crusher; the oxide feed would be vat leached while the sulfide material would be floated to produce up to two concentrates: (1) an antimony concentrate, when there is sufficient antimony to justify recovering it, to be sent offsite and (2) a gold-bearing sulfide concentrate that would be oxidized in an autoclave and then sent to agitated leach tanks for gold-silver leaching.

 

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The PFS mine plan schedules 98.066 Mst of ore to be fed to the processing plant from Yellow Pine, Hangar Flats and West End pits. The mining sequence requires the waste stripping to average 3.5:1 (waste rock: ore) for the first 3 years; then the stripping ratio would grow to 4.2:1 for years 4 through 9 after which it would drop to an average of 2.4:1 for the final 3 years. During the first four years, 3.0 Mst of Historic Tailings would be fed to the processing plant at a stripping ratio of 2.0:1 (SODA:tailings). The life-of-mine (LOM) strip ratio averages 3.5:1.

 

Figure 1.4 is a graphical depiction of the ore and waste rock movements from the mining phases by period and the contained gold ounces for the potential mine schedule for the Stibnite Gold Project; preproduction material from Year -1 would be processed in Year 1.

 

Figure 1.4: District Ore and Waste Movements and Ounces of Contained Gold Mined by Year

 

 

A summary of the mill feed by deposit is provided on Figure 1.5. This figure represents the Mineral Reserve because the Probable Mineral Reserve corresponds to the total ore processed in the mine.

 

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Figure 1.5: Ore Mining Schedule by Deposit and Phase

 

 

A summary of the mill feed statistics by ore type is provided in Table 1.5

 

Table 1.5: LOM Mill Feed Statistics by Ore Type

 

Item   Unit   Value  
General LOM Production Statistics
Waste Rock Mined   Mst     346.7  
Ore Mined   Mst     98.1  
Strip Ratio (waste rock tons : ore tons).   st:st     3.5:1  
Daily Mill Throughput   st/d     22,050  
Annual Mill Throughput   Mst     8.05  
Mine Life   production years     12  
LOM Average Mill Head Grade
Tonnage Milled   Mst     98.1  
Gold Feed Grade   oz/st Au     0.047  
Silver Feed Grade   oz/st Ag     0.071  
Antimony Feed Grade   % Sb     0.070  
Oxide Ore
Tonnage Milled   Mst     10.7  
Gold Feed Grade   oz/st Au     0.025  
Silver Feed Grade   oz/st Ag     0.030  
Antimony Feed Grade   % Sb     -  

 

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Item   Unit   Value  
High Antimony Ore
Tonnage Milled   Mst     11.0  
Gold Feed Grade   oz/st Au     0.061  
Silver Feed Grade   oz/st Ag     0.193  
Antimony Feed Grade   % Sb     0.528  
Low Antimony Ore (includes Historic Tailings)
Tonnage Milled   Mt     76.3  
Gold Feed Grade   oz/st Au     0.048  
Silver Feed Grade   oz/st Ag     0.059  
Antimony Feed Grade   % Sb     0.014  

 

Mining would be performed with up to eighteen 200 st class haul trucks loaded by up to four 23.5 cubic yard front end loaders. The trucks would be light-body versions with an actual haulage capacity of 220 st. Blast holes would be 7-7/8” in diameter drilled by up to four drill rigs. An auxiliary fleet comprising dozers, motor graders water trucks and other ancillary equipment is also included in equipment requirements.

 

The overall gold recoveries to doré are expected to average approximately 90% from Yellow Pine, 87% from Hangar Flats, 86% from West End, and 75% from the Historic Tailings. When processing material containing more than 0.1% Sb, antimony recoveries are expected to average 82% for Hangar Flats and 87% for Yellow Pine, with minor gold and silver contained in the antimony concentrate.

 

Figure 1.6 is a general overview of the mine site at the end of mine life prior to closure and reclamation.

 

1.17                       Recovery

 

The Project’s process plant has been designed to process sulfide, transition and oxide material from the Yellow Pine, Hangar Flats, and West End deposits. The processing facility is designed to treat an average of 22,050 st/d, or 8.05 Mst/y. Additionally, the Historic Tailings would be reprocessed early in the mine life to recover precious metals and antimony, and to provide space for the Main WRSF.

 

The overall gold recoveries to doré are expected to average approximately 90% from Yellow Pine, 87% from Hangar Flats, 86% from West End, and 75% from the Historic Tailings. When processing material containing more than 0.1% Sb, antimony recoveries are expected to average 82% for Hangar Flats and 87% for Yellow Pine, with minor gold and silver contained in the antimony concentrate.

 

Page | 34 

 

 

Figure 1.6: Overall Site Layout

 

 

 

Page | 35 

 

 

1.18                       Process Operation Components

 

Run-of-mine (ROM) material would be crushed and milled, then flotation would be used to recover antimony as a stibnite flotation concentrate (with some silver and minor gold) when there is sufficient antimony to justify it. For all sulfide ore, an auriferous bulk sulfide flotation concentrate would be produced and oxidized in an autoclave. The autoclave residue and flotation tailings would be processed through conventional cyanidation and, doré bars produced containing gold and silver. Historic Tailings would be introduced into the ball mill during the first 3 - 4 years of operation. Tailings from the operation would be deposited in a geomembrane-lined TSF. The process operations include the following components:

 

· Crushing Circuit – ROM material would be dumped onto a grizzly screen and into the crusher dump hopper feeding a jaw crusher operating at an average utilization of 75% yielding an instantaneous design-throughput of 1,225 short tons per hour (st/h).

 

· Grinding Circuit – The grinding circuit incorporates a single semi-autogenous (SAG) mill, single ball mill design with an average utilization of 92%, yielding an instantaneous design-throughput of 998.5 st/h. When Historic Tailings are processed during early years of the operation, the slurry from the plant would also flow to the cyclone feed pump box. Cyclone underflow flows by gravity to the ball mill; cyclone overflow, at 33% solids with a target size of 80% passing (P80) 75 microns, would be screened to remove tramp oversize and flow through a feed sample system and on to the antimony or gold rougher flotation circuit, depending on the antimony concentration of the material.

 

· Flotation Circuit (Antimony and Gold) – The flotation circuit consists of up to two sequential flotation stages to produce two different concentrates; the first stage of the circuit was designed to produce an antimony concentrate when the antimony grade is high enough, or bypassed if not, and the second stage was designed to produce a gold-rich concentrate.

 

· Pressure Oxidation Circuit – Two concentrate surge tanks would be pumped to the autoclave feed tank, which would feed the autoclave. The autoclave is designed to provide one hour of retention time at 428 degrees Fahrenheit to oxidize the sulfides and liberate the precious metals. Autoclave discharge would be processed through flash vessels and gas discharge is processed through a scrubber. Slurry discharge from the flash vessels would be processed through the basic ferric sulfate (BFS) re-leach tanks to stabilize the solids prior to cyanide leaching.

 

· Oxygen Plant – An oxygen plant producing 670 st/d of gas at 95 percent oxygen and a gauge pressure (psig) of 570 is planned. The oxygen would be from a vendor-owned oxygen plant located near the autoclave building providing the autoclave with an “over the fence” supply.

 

· Oxidized Concentrate Processing – Post-POX, the concentrate stream would be conditioned with lime and leached for 24 hours and discharged to a six stage pump-cell carbon-in-pulp (CIP) circuit for precious metal recovery from this high grade stream. The CIP tailings would be discharged to the flotation tailings leach circuit for extended retention time and to minimize reagent costs for the tailings leach system.

 

· Oxide Carbon-in-Leach and Tailings Detoxification – A (CIL) circuit was included in the design of the process plant to recover gold from non-refractory material in the flotation tailings, and in oxide material from the West End deposits that would be processed during oxidation circuit scheduled maintenance periods.

 

· Carbon Handling – Loaded carbon from the CIP circuit would be processed through a conventional carbon handling circuit.

 

· Gold Room – Precious metals would be recovered from the strip solution by electrowinning.

 

· Tailings – Tailings would be pumped from the process plant to the TSF In a HDPE-lined carbon steel pipe.

 

· Process Control Systems - The process plant design includes an integrated process control system.

 

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1.19                       Project Infrastructure

 

Site Access

 

The site is currently accessed by the Stibnite Road, National Forest (NF-412), from the village of Yellow Pine, with three alternative routes up to that point. To address a number of shortcomings related to these routes, alternative access via the Burntlog Route was selected over several other possible alternatives because it provides safer year-round access for mining operations, reducing the proximity of roads to streams, creeks and rivers, and this route respects the advice and privacy of community members close to the Project location.

 

Onsite and Offsite Facilities

 

In an effort to reduce traffic to and from the Project site and to reduce housing requirements at the site, administrative offices for Project would be located in or near the town of Cascade (the Cascade Complex). The Cascade Complex would include offices for some managers, safety and environmental services, human resources, purchasing, and accounting personnel. The Cascade Complex would also have a small warehouse, a parking area for trucks to check-in and assemble prior to traveling to the Project site and the main assay laboratory.

 

Midas Gold currently has an on-site facility capable of housing approximately 60 and feeding 125 workers per 12 hour shift. To manage the estimated peak construction workforce of 1,000-persons, the existing exploration camp would be relocated and expanded to provide the necessary accommodations. The operations camp would be developed by upgrading, and downsizing, the construction camp to meet the needs of the operations staff that would peak at over 500 persons.

 

Power Supply and Transmission

 

Grid power was selected as the best alternative for the electrical power supply for the Project based on its low operating cost and likely lowest environmental impact. In order provide the necessary power, the existing grid system would need to be upgraded to support the full anticipated 50 megawatt (MW) load of the Project. The upgrades would include an upgrade of approximately 42 mi of 69 kilovolt (kV) lines to 138 kV, new 138 kV substations at Lake Fork, Cascade, and Warm Lake, as well as measures to strengthen the voltages on the IPCo system. In addition, IPCo would re-supply small consumers between Warm Lake and Yellow Pine via a replacement 12.5 kV line. Construction power supply would be provided by three diesel generators that would then be used as emergency backup for the remainder of the operations of the Project.

 

Water Management and Supply

 

Water management infrastructure would be needed for surface water and sediment management and to provide water supply for both personnel and the operations. The PFS provides the framework for a comprehensive approach to water management at the Project site, addressing water management objectives for construction, operation, and post-closure. Key elements include segregation of process water, contact water, untreated stormwater, and sanitary waste from the environment, provision for fish passage around and then through the Yellow Pine pit during operations and after closure respectively, clean-up of legacy issues in the Project area, and reclamation and closure of the site to achieve acceptable and sustainable water quality.

 

Waste Management

 

Mine waste requiring on-site management includes waste rock from the three open pits, flotation and POX tailings from ore processing, and historic mine waste (spent heap leach ore from SODA and the Hecla heap, as well as historical waste dumps) exposed during construction and mining. The existing Historic Tailings would be reprocessed, and subsequently commingled with the rest of the tailings. A single TSF would be constructed to retain all tailings from the processing of the various ore types. The TSF would consist of a rockfill dam and a geosynthetic-lined impoundment that would be constructed in stages throughout the Project life. A majority of the waste rock would be deposited in the main WRSF located downstream of the TSF dam and would act as a buttress (enhancing dam stability), used as rockfill in TSF construction, or placed as backfill within mined-out areas of the pits to facilitate closure and reclamation. Current test work indicates no need for special handling of any of the waste materials. Spent ore and waste rock from previous on-site operations would be used as a construction material in the TSF. With SODA material included, the TSF dam and WRSF combined would hold 210 Mst of waste rock and overburden. Most of the waste from the West End pit would be used to backfill portions of the West End and Yellow Pine pits, with the remainder placed at the TSF and West End WRSF.

 

Page | 37

 

 

A geochemical characterization program was carried out for mine waste rock materials, including the spent ore on the SODA, which provides a basis for assessment of the potential for metal leaching and acid rock drainage, prediction of contact water quality, and evaluation of options for design, construction, and closure of the mine facilities. The results of the static geochemical test work demonstrate that the bulk of the Project waste rock material is likely to be net neutralizing and presents a low risk for acid generation, while there is still a potential to leach some constituents under the neutral to alkaline conditions (i.e. arsenic and antimony) both of which are currently elevated in ground and surface waters due to the naturally high geochemical background of these metals in the District and impacts from past mining activities. Similarly, bulk flotation tailings are expected to generate neutral pH drainage and require no special disposal considerations to prevent acidic drainage, and POX tailings will be blended with the bulk flotation tailings in order to benefit from their buffering capacity.

 

1.20                       Market Studies and Contracts

 

The economic analysis completed for this PFS assumed that gold and silver production in the form of doré with payabilities, refining and transport charges as provided in Table 1.6.

 

Table 1.6: Doré Payables, Refining and Transportation Assumptions

 

Parameter   Gold in Doré     Silver in Doré  
Metal Payability in Doré   99.5%     98.0%  
Refining Charges   $1.00/oz Au     $0.50/oz Ag  
Transportation Charges   $1.15/oz Au     $1.15/oz Ag  

 

Table 1.7 summarizes the antimony concentrate payables and transportation charge assumptions for this PFS.

 

Table 1.7: Antimony Concentrate Payables and Transportation Assumptions

 

Parameter   Concentrate Payables and Transportation Charges
Antimony Payability   Constant at 68% (based on a constant life-of-mine concentrate grade of 59%)
Gold Payability   <5.0 g/t Au no payability
≥5.0 g/t ≤8.5 g/t Au payability of approximately 15 - 20%
≥8.5 g/t ≤10.0 g/t Au payability of approximately 20 - 25%
≥10.0 g/t Au payability of approximately 25%
Silver Payability   <300 g/t Ag no payability
≥300 g/t ≤700 g/t Ag payability of approximately 40 - 50%
≥700 g/t Ag payability of approximately 50%
Transportation Charges   $151/wet tonne from site to Asia

 

The metal prices selected for the four economic cases in this Report are shown in Table 1.8.

 

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Table 1.8: Assumed Metal Prices by Case

 

  Metal Prices    
Case   Gold
($/oz)
    Silver(1)
($/oz)
    Antimony(1)
($/lb)
    Basis
Case A     1,200       20.00       4.00     Lower-bound case that reflects the lower prices over the past 36 months and spot on December 1, 2014.

Case B

(Base Case)

    1,350       22.50       4.50     Approximate 24-month trailing average gold price as of December 1, 2014.
Case C     1,500       25.00       5.00     Approximate 48-month trailing average gold price as of December 1, 2014.
Case D     1,650       27.50       5.50     An upside case to show Project potential at metal prices approximately 20% higher than the base case.

 

Note:

(1) Prices were set at a constant gold:silver ratio ($/oz:$/oz) of 60:1 and a constant gold:antimony ratio ($/oz:$/lb) of 300:1 for simplicity of analysis, although individual price relationships may not be as directly correlated over time. Historic gold:silver ratios have averaged around 60:1.

 

1.21                       Environmental Studies

 

The Project area has been mined extensively for tungsten, antimony, mercury, gold, and silver since the early 1900s, providing strategic metals to the United States during war time critical minerals shortages, generating substantial economic benefit to the local counties and the State of Idaho, and providing much needed jobs and support to local businesses for nearly 100 years. These various historic mining efforts have left significant legacy environmental impacts that persist to this day, although multiple cleanup efforts undertaken by federal and state agencies and private entities have mitigated some of those historic impacts. Historic mining impacts have been compounded by extensive forest fires and subsequent damage from soil erosion, landslides and debris flows and resultant sediment transport.

 

In conjunction with the redevelopment of the Project area outlined in the PFS, Midas Gold has developed a plan to restore much of the site by removing existing barriers to fish migration and re-establishing salmon and steelhead fish passage, removing and reprocessing unconstrained historic tailings, reusing historic spent ore material for construction, restoring stream channels, and implementing sediment control projects such as repairing on Blowout Creek, as well as extensive reforestation of the Project area. Midas Gold has endeavored to minimize the Project’s footprint and related impacts by siting facilities and roads on previously disturbed ground and away from riparian areas, provided for a new access road that avoids rivers and large waterways, and would connect to grid power to minimize fossil fuel consumption and haulage.

 

Baseline Studies and Existing Conditions

 

An extensive set of baseline data demonstrating historic and existing conditions exists for the Project site, including those collected by contractors for the US Forest Service (USFS) and the US Environmental Protection Agency (EPA) that determined there were no unacceptable risks to the environment or human health and that there were no populations (fish, wildlife, or human) shown as having a "likely" risk. In 2001, the EPA and the Bureau of Environmental Health and Safety, Division of Health, Idaho Department of Health and Welfare, determined the risk to be too low for listing on the National Priorities List. In 2009 and 2010, contractors to Midas Gold conducted Phase I and Phase II Environmental Site Assessments, as prescribed by ASTM International (ASTM) Standard Practices; these assessments determined that there were no imminent threats to human health or the environment, but that there was a number of pre-existing significant and moderate recognized environmental conditions.

 

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In 2011, Midas Gold retained environmental consulting firms to conduct technical adequacy audits of all existing environmental information and to develop individual work plans to conduct an environmental baseline collection program. These workplans were developed with input from involved state and federal agencies in order to establish the existing environmental conditions, identify and quantify environmental risks and liabilities, and monitor for potential impacts from onsite activities. Work programs commenced in 2011 and will continue into 2015 and beyond to ensure an adequate baseline accurately describe the existing environment at the “brownfield site”, and allow for a "full and fair" discussion of all potentially significant environmental impacts in the event that the Stibnite Gold Project moves forward.

 

Consent Decrees

 

Several of the patented lode and mill site claims acquired by Midas Gold are subject to consent decrees entered in the US District Courts involving or pertaining to environmental liability and remediation responsibilities with respect to the affected properties, which provide regulatory agencies access and the right to conduct remediation activities and also require that heirs, successors and assignees refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies.

 

Permitting

 

Should a decision be made to file a Plan of Operations (PoO), approval of any Final PoO / Reclamation Plan for the Project would require an environmental analysis in compliance with the National Environmental Policy Act (NEPA), which requires federal agencies to study and consider the likely environmental impacts of the proposed action before taking whatever federal action is necessary for the Project to proceed. An EIS serves as an "overarching” permit requirement, as well as that for water discharge; waste and tailings placement and endangered species authorization. The EIS Record of Decision (ROD) effectively drives the entire permitting process, since a favorable ROD is required before these important clearances can be obtained. State and local permitting processes would be integrated and proceed concurrent with the EIS, and include air quality, cyanide, land application of water, groundwater, water rights, dam safety, reclamation, building permits, sewer and water systems, etc. Midas Gold believes it will be beneficial to have all permit processes integrated into the Idaho Joint Review Process (IJRP) and that the IJRP would play a key role in increased communication and cooperation between the various involved governmental agencies, and reduced conflict, delay, and costs in the permitting process. Midas Gold’s objective is to make the Project a fully integrated, sustainable, and socially and environmentally responsible operation through open communications and accessibility.

 

1.22                       Social Impacts

 

Employment

 

Populations continue to grow in Valley and Adams Counties, but jobs are not keeping pace; unemployment rates in these counties are some of the highest in Idaho, while wages average only $27,433/year. The Project could do much to improve this situation, with current mining jobs in Idaho averaging $72,500/year and the Project offering an approximate average of some 400 direct and 321 indirect and induced jobs in Idaho generating aggregate annual payrolls of $48 million/year during the 3-year construction period (plus additional out-of-state contractors for specialized construction functions) and an approximate average of some 500 direct and 439 indirect and induced jobs generating aggregate annual payrolls of $56 million/year during the 12-year operating period.

 

Operations are scheduled for 365 days/year; a breakdown of the annual staffing requirements to operate and maintain the mine, processing plant, and appurtenant facilities and functions for the five functional work areas is provided on Figure 1.7. Whenever possible, the work force was segregated between the mine site and the Cascade Complex to limit the number of personnel at the mine site that require residential support and transportation to and from site.

 

Page | 40

 

 

Figure 1.7: Annual Direct Employment by Department

 

 

Taxes

 

To estimate the potential economic impacts from the Project, an economic impact model known as IMpact analysis for PLANning (IMPLAN) was constructed (Peterson, 2014). The IMPLAN model was used to estimate direct, indirect and induced taxes, that would be paid by other taxpayers (other than Midas Gold), and the tax estimates were combined with the direct federal, state and local taxes that would be paid by Midas Gold (see Section 22 for details on the PFS financial model and tax calculations) to develop an estimate for the overall taxes generated by the Project. Figure 1.8 presents a plot of estimated annual direct, indirect and induced taxes associated with the Project paid by both Midas Gold and other taxpayers to federal, state and local governments.

 

Taxes that would be paid directly by Midas Gold over the life of the Project, based on the assumptions in the PFS, are estimated at approximately $329 million in federal corporate income taxes, and $86 million in state corporate income and mine license taxes.

 

Additional indirect and induced taxes that result from Midas Gold’s activities that would be paid by other taxpayers, based on the assumptions in the PFS, are estimated at approximately $177 million in federal taxes (including payroll, excise, income and corporate), and $131 million in state and local taxes (including property, sales, excise, personal, corporate, and other).

 

Page | 41

 

 

Total direct, indirect and induced taxes are therefore estimated at $506 million in federal taxes and $218 million in state and local taxes, representing a significant contribution to the economy during the 15 year construction and operating life of the Project.

 

Figure 1.8: Chart of Estimated State and Federal Taxes

 

 

 

Environmental Mitigation and Remediation

 

Midas Gold has made considerable effort to design the Project restoration of the site through the incorporation of specific mitigation and remediation components, including re-establishing fish passage, removal and reprocessing of unconstrained Historic Tailings, removal of unconstrained historical waste rock, reuse of historical spent ore piles for construction, stream channel restoration projects, and sediment control. The mitigation and remediation activities and costs are summarized in Section 20 and Section 21, respectively. Additionally, the Project design team has optimized siting of facilities wherever possible to avoid riparian areas, limit stream crossings, position facilities on previously disturbed ground, move major access routes away from large waterways, minimize the number of people on site to limit traffic, and re-establish historic line power to the site to minimize fuel haulage and reduce greenhouse gas emissions. In some cases, disturbance of albeit already impacted wetlands and streams would be unavoidable, which disturbance Midas Gold intends to address through a mitigation bank or similar entity as well as through onsite replacement and restoration of existing wetlands. Midas Gold would continue to build on its strong record by continuing to proactively evaluate Best Management Practices (BMPs) and Standard Operating Procedures (SOPs) effectiveness, including a post-closure component.

 

A critical goal for Midas Gold has been the incorporation of fisheries protection and habitat restoration components aimed at achieving a sustainable anadromous fishery, including passage of migrating salmon, steelhead, and trout to the headwaters of the EFSFSR both during and after operations for the first time since 1938. Upon closure, new enhanced wetlands and spawning grounds would be established to assist in the return of fish migration and reestablishment of a health riparian zone along the rebuilt stream channel. Midas Gold has also incorporated efforts to improve water quality by removing historical tailings, spent ore and waste rock and respectively reprocessing, reusing and relocating these materials, as well as developing sediment control features for Blowout Creek, currently a major contributor of sediment, and replanting historically disturbed and forest fire affected areas to reduce sedimentation.

 

Page | 42

 

 

Closure

 

During construction, operations and once operations cease, extensive reclamation would be completed, creating enhanced surface water systems and suitable fisheries habitat. Midas Gold has identified 17 priority Project conservation components that form the basis of the overall conservation strategy that are summarized in Section 20; Figure 1.9 presents a site-wide illustration of the overall closure strategy. These components include: construction of the new Burntlog Road (which effectively moves the primary transportation route away from the Johnson Creek fishery), backfilling the Yellow Pine pit with environmentally appropriate material to create a stable hydrogeologic gradient suitable to the current conditions, closure of historic mine workings on USFS lands, ongoing wetlands and stream habitat enhancement, permanent restoration of fish passage up the EFSFSR, post-closure wetlands and stream habitat enhancement on top of the Meadow Creek TSF surface and reforestation of the Project area. The conservation commitment to restore the site through implementation of these measures is discussed in greater detail in Section 20, while closure costs are detailed in Section 21.

 

When operations cease, mobile and salvageable equipment would be removed, and foundations broken up, covered and re-vegetated (Figure 1.9). The objective is for the development of a self-sustaining natural environment that has addressed many of the historical impacts and supports a healthy fish and wildlife population. Post-closure monitoring is planned for an extended period to ensure that these objectives have been met.

 

Page | 43

 

 

Figure 1.9: Conceptual Post Closure Reclamation

 

 

Page | 44

 

 

 

1.23                       Economic Analysis

 

Capital and operating cost estimates were developed based on Q3 2014, un-escalated U.S. dollars. Vendor quotes were obtained for all major equipment. Most costs were developed by first principles, although some were estimated based on factored references and experience with similar projects.

 

Capital Costs

 

The estimated capital expenditure or capital costs (CAPEX) for the Project consists of four components: (1) the initial CAPEX to design, permit, pre-strip, construct, and commission the mine, plant facilities, ancillary facilities, utilities, operations camp, and on and off site environmental mitigation; (2) the sustaining CAPEX for facilities expansions, mining equipment replacements, expected replacements of process equipment and ongoing environmental mitigation activities during the operating period; (3) working capital to cover delays in the receipts from sales and payments for accounts payable and financial resources tied up in inventory, and (4) closure CAPEX to cover post operations reclamation costs. Initial and working CAPEX are the two main categories that need to be available to construct the Project. Table 1.9 summarizes the initial, sustaining and closure CAPEX for the Project.

 

Table 1.9:     Capital Cost Summary

 

Area   Detail  

Initial

CAPEX

($000s)

   

Sustaining

CAPEX

($000s)(2)

   

Closure

CAPEX

($000s)(2)

   

Total

CAPEX

($000s)

 
Direct Costs   Mine Costs     47,552 (1)     35,346       -       82,898  
  Processing Plant     336,219       1,579       -       337,798  
  On-Site Infrastructure     149,245       39,937       -       189,182  
  Off-Site Infrastructure     80,327       -       -       80,327  
Indirect Costs         176,687       4,275       -       180,962  
Owner's Costs         26,806       -       -       26,806  
Environmental Mitigation Costs         10,606       8,165       -       18,771  
Closure Bonding, Closure and Reclamation Costs         762       9,185       56,542       66,489  
Total CAPEX without Contingency         828,204       98,488       56,542       983,233  
Contingency         142,050       -       -       142,050  
Total CAPEX with Contingency         970,254       98,488       56,542       1,125,283  

 

Note:

(1)          Initial mining CAPEX includes environmental remediation costs as discussed in Section 21.

(2)         Contingency included in line items.

 

Mitigation costs only refer to relocation of a certain portion of the readily identifiable and quantified waste from historical mining activities; other costs related to recovery and reprocessing of Historic Tailings and relocation of unquantified waste rock at West End and Yellow Pine are included in operating costs and are partially offset by recovery of gold and antimony from the Historical Tailings.

 

Page | 45

 

 

Operating and All-In Costs

 

The cash operating costs include mine operating costs, process plant operating costs, general and administrative (G&A) costs, while total cash costs include smelting and refining charges, transportation charges, and royalties. A detailed breakdown of the summary of the operating costs (OPEX) costs is presented in Table 1.10. The details that comprise the OPEX are provided Section 21. The All-In Sustaining Costs (AISC) are also provided in the table, as well as the All-In Costs (AIC), which include non-sustaining capital and closure and reclamation costs.

 

Table 1.10:    Operating Cost, AISC and AIC Summary

 

  LOM     Years 1-4  
Total Production Cost Item     ($/st mined)       ($/st milled)       ($/oz Au)       ($/st milled)       ($/oz Au)  
Mining     2.00       9.08       222       10.04       222  
Processing     -       14.45       354       14.10       312  
G&A     -       3.13       77       3.01       67  
Cash Costs Before By-Product Credits     -       26.65       653       27.15       601  
By-Product Credits     -       -3.45       -85       -5.32       -118  
Cash Costs After of By-Product Credits     -       23.20       568       21.83       483  
Royalties     -       0.94       23       0.34       23  
Refining and Transportation     -       0.25       6       1.04       8  
Total Cash Costs     -       24.38       597       23.20       513  
Sustaining CAPEX     -       1.00       24       0.52       11  
Salvage     -       -0.27       -7       0.00       0  
Property Taxes     -       0.04       1       0.04       1  
All-In Sustaining Costs     -       25.15       616       23.76       526  
Reclamation and Closure(1)     -       0.58       14       -       -  
Initial (non-sustaining) CAPEX(2)     -       9.89       242       -       -  
All-In Costs     -       35.62       872       -       -  

 

Notes:

(1)   Defined as non-sustaining reclamation and closure costs in the post-operations period.

(2)   Initial Capital includes capitalized preproduction.

 

Page | 46

 

 

Metal Production

 

Recovered metal production by deposit is summarized in Table 1.11 and illustrated on an annual basis on Figure 1.10.

 

Table 1.11:   Recovered Metal Production

 

Product by Deposit   Gold (koz)     Silver (koz)     Antimony (klbs)  
Doré Bullion
Yellow Pine     2,263       338       -  
Hangar Flats     597       68       -  
West End     1,090       681       -  
Historic Tailings     72       20       -  
Doré Bullion Recovered Metal Totals     4,023       1,107       -  
Antimony Concentrate
Yellow Pine     12       611       69,822  
Hangar Flats     5       349       30,030  
Antimony Concentrate Recovered Metal Totals     17       960       99,852  
Total Recovered Metals     4,040       2,067       99,852  

 

Figure 1.10:   Annual Recovered Metals by Deposit

 

 

 

Metals by Year of Operation

 

Page | 47

 

 

Economic Analysis

 

The economic model described herein is not a true cash flow model as defined by financial accounting standards but rather, a representation of Project economics at a level of detail appropriate for a PFS level of engineering and design. The first year of analysis starts with the decision point of the Project, the completion of the EIS, and preliminary permit approval (Year -3 or three years before the start of commercial production). Taxation was taken into account using current federal, state, and county rates but the overall tax calculation is approximate and uses rudimentary depletion and depreciation estimates.

 

Four cases were run in the economic model to present a range of economic outcomes using varying metal prices. The metal prices used in the economic model are shown in Table 1.8 and off-site costs and payables used are in Table 1.6 and Table 1.7. There is no guarantee that any of the metal prices used in the four cases are representative of future metals prices. The constant parameters for all cases are shown in Table 1.12.

 

Table 1.12:   Economic Assumptions used in the Economic Analyses (all Cases)

 

Item   Unit     Value  
Net Present Value Discount Rate     %       5  
Federal Income Tax Rate     %       35  
Idaho Income Tax Rate     %       7.4  
Idaho Mine License Tax     %       1.0  
Valley County Rural Property Tax Rate ($/$1,000 market value)     %       0.063  
Percentage Depletion Rate for Gold and Silver     %       15  
Percentage Depletion Rate for Antimony     %       22  
Depreciation Term     Years       7  
Equity Finance     %       100  
Capital Contingency (Overall)     %       17.2  

 

The results of the economic analyses are shown in Table 1.13. Based on the assumptions made in this PFS, the ATNPV5% is estimated to be $832 million yielding an after-tax IRR of 19.3%. The ATNPV5% and IRR increase considerably with the Case C metal prices and decreases with the Case A metal prices. The PTNPV5% for Case B was estimated to be $1,093 million with an IRR of 22.0%.

 

Table 1.13:   Economic Results by Case

 

Parameter   Unit   Pre-tax Results     After-tax Results  
Case A ($1,200/oz Au, $20.00/oz Ag, $4.00/lb Sb)
NPV0%   M$     1,286       1,041  
NPV5%   M$     662       513  
IRR   %     16.2       14.4  
Payback Period   Production Years     4.0       4.1  
Case B ($1,350/oz Au, $22.50/oz Ag, $4.50/lb Sb)
NPV0%   M$     1,915       1,499  
NPV5%   M$     1,093       832  
IRR   %     22.0       19.3  
Payback Period   Production Years     3.2       3.4  
Case C ($1,500/oz Au, $25.00/oz Ag, $5.00/lb Sb)
NPV0%   M$     2,543       1,929  
NPV5%   M$     1,524       1,129  
IRR   %     27.2       23.4  
Payback Period   Production Years     2.6       2.9  
Case D ($1,650/oz Au, $27.50/oz Ag, $5.50/lb Sb)
NPV0%   M$     3,171       2,344  
NPV5%   M$     1,955       1,414  
IRR   %     31.9       27.0  
Payback Period   Production Years     2.2       2.5  

 

The contribution to the Project economics, by metal, is about 94% from gold, 5% from antimony, and less than 1% from silver. The undiscounted after-tax cash flow for Case B is presented in Figure 1.11. The payable metal value by year for Case B is summarized on Figure 1.12.

 

Page | 48

 

 

Figure 1.11:   Undiscounted After-Tax Cash Flow for Base Case B

 

 

 

Figure 1.12:   Payable Metal Value by Year for Case B

 

 

Page | 49

 

 

Mine Life

 

Using the current Mineral Reserve and the nominal design throughput of 22,050 st/d, the mine plan projects a 12 year production life. Construction is projected to require a three-year period after the permits are obtained and prior to the start of operations. Closure is projected to take at least 10 years post-production, with some reclamation work occurring concurrently with operations, and the bulk of the closure activities and costs incurred in the first 3 years after operations cease. Some closure activities and long-term monitoring are anticipated to continue well after the reclamation period is complete to ensure that the closure designs continue to protect the environment and are performing in accordance with the design parameters.

 

Sensitivity Analysis

 

Sensitivity analyses were performed using metal prices, mill head grade, CAPEX, and OPEX as variables. The value of each variable was changed plus and minus 20% independently while all other variables were held constant. The results of the sensitivity analyses are shown in Table 1.14 and Table 1.15.

 

Table 1.14: Pre-tax NPV5% Sensitivities by Case

 
      PTNPV5% (M$)  
Case   Variable     -20% Variance       0% Variance       20% Variance  
Case A   CAPEX       862       662       463  
  OPEX       1,017       662       308  
    Metal Price or Grade       -27       662       1,352  
Case B   CAPEX       1,292       1,093       894  
(Base Case)   OPEX       1,447       1,093       739  
  Metal Price or Grade       318       1,093       1,869  
Case C   CAPEX       1,723       1,524       1,325  
  OPEX       1,878       1,524       1,170  
  Metal Price or Grade       662       1,524       2,386  
Case D   CAPEX       2,154       1,955       1,755  
  OPEX       2,309       1,955       1,600  
  Metal Price or Grade       1,007       1,955       2,902  
 

Page | 50

 

 

Table 1.15: After-tax NPV5% Sensitivities by Case

 

          ATNPV5% (M$)  
Case   Variable     -20% Variance     0% Variance     20% Variance  
    CAPEX       676       513       346  
Case A   OPEX       760       513       239  
    Metal Price or Grade       -30       513       1,012  
Case B   CAPEX       980       832       674  
(Base Case)   OPEX       1,057       832       577  
    Metal Price or Grade       244       832       1,357  
    CAPEX       1,266       1,129       982  
Case C   OPEX       1,341       1,129       903  
    Metal Price or Grade       513       1,129       1,696  
    CAPEX       1,548       1,414       1,277  
Case D   OPEX       1,623       1,414       1,200  
    Metal Price or Grade       770       1,414       2,035  

 

1.24                       Risks and Opportunities

 

A number of risks and opportunities have been identified in respect of 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, for which additional information is required in order to mitigate:

 

· Use of historical data in Mineral Resource estimates, which could affect these estimates;

 

· Limited geotechnical data which could change pit slopes or foundation conditions in infrastructure areas;

 

· Loss of gold into antimony concentrates;

 

· Water management and chemistry, which could affect diversion and closure designs and/or the need for long term water treatment; and

 

· Construction schedule.

 

Opportunities that could improve the economics, and/or permitting schedule of the Project, including a number with potential to increase the NPV5% by more than $100 million follow:

 

· In pit conversion of Inferred Mineral Resources to Mineral Reserves, increasing Mineral Reserves and reducing strip ratio;

 

· Out of pit conversion of Inferred Mineral Resources to Mineral Reserves adjacent to the current Mineral Reserves, resulting in increased Mineral Reserves in close proximity to planned pits;

 

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

 

· Improved continuity of higher grade gold mineralization in the Yellow Pine pit, particularly around the area with excluded or limited Bradley drilling, increasing grade of the Mineral Reserves;

 

Page | 51

 

 

· Additional fire assay information at West End in areas where only cyanide assays were available, potentially increasing grade and Mineral Reserves;

 

· Potential additional antimony mineralization and/or grade in areas where Bradley data was eliminated and/or areas where antimony was not assayed, increasing by-product credits;

 

· Potential for the definition of a higher grade, higher margin underground Mineral Reserve at Scout and Garnet; and

 

· Discovery of other new deposits with attractive operating margins.

 

Opportunities with a medium impact ($10 to $100 million increase in Project NPV5%) include improved recoveries, secondary processing of antimony concentrates, potential legislative designation of antimony as a critical mineral; steeper pit slopes, onsite quicklime generation, and government funding of off-site infrastructure. A number of lesser impact opportunities also exist.

 

1.25                       Conclusions And Recommendations

 

Industry standard mining, processing, construction methods, and economic evaluation practices were used to assess the Project. There was adequate geological and other pertinent data available to generate the PFS.

 

The financial analysis presented in Section 22 of the PFS Technical Report demonstrates that the Project is financially viable and has the potential to generate positive economic returns based on the assumptions and conditions set out in this Report, while other sections of the PFS demonstrate that the Project is technically and environmentally viable. These conclusions warrant continued work to advance the Project to the next level of study, which is a Feasibility Study (FS), by conducting the work indicated in the recommendations section of this Report. These recommendations form a single phase that will move the Project through to completion of a FS and, if so desired, through the regulatory process for mine development. Total estimated costs for completion of this single phase are $22.3 million. While additional information is required for a complete assessment of the Project, at this point there do not appear to be any fatal flaws. The PFS has achieved its original objective of providing a review of the potential economic viability of the Project to standards appropriate for a PFS.

 

The QPs of the PFS Technical Report are not aware of any unusual, significant risks or uncertainties that could be expected to affect the reliability or confidence in the Project based on the data and information available to date.

 

An additional $22.5 million is identified as discretionary expenditures that would target a number of the opportunities identified in Section 25 of the PFS Technical Report that could enhance the PFS case but that are not required in order to complete a FS or permitting.

 

Table 1.16: Project Development Work Program Budget

 

    Estimated Costs ($000s)  
Recommendations and Work Program   Core     Discretionary  
Mineral Resource Evaluation and Exploration     3,700       21,200  
Field Programs Required for FS     1,900       -  
Metallurgical Testing Required for FS     2,400       1,300  
FS-Level Engineering     3,500       -  
Environmental, Regulatory Affairs and Compliance     10,800       -  
Totals     22,300       22,500  

 

Page | 52

 

 

Stibnite Gold Project Post-PFS Mineral Resource Update

 

In February 2018, the Corporation provided an update to its Mineral Resource estimates for the Stibnite Gold Project. The updated estimates incorporate: (1) additional drilling completed since 2014 that was focused on converting mineral resources from the inferred to the indicated category within the limits of mineral reserve limiting pit in the PFS, (2) additional data collected and recovered from pre-Midas Gold activities, and (3) more detailed geological modelling supported by relogging Midas Gold core, rock geochemistry, mapping, alteration modeling and other information.

 

Consolidated Mineral Resource Statement(1,2,3,4,5,6) for the Stibnite Gold Project

Total(5) Open Pit Oxide + Sulfide Mineral Resources – Base Case Estimate

 

           Gold     Contained   Silver   Contained   Antimony   Contained  
    Tonnage     Grade     Gold   Grade     Silver     Grade     Antimony  
Classification   (000s)     (g/t)     (000soz)   (g/t)     (000soz)     (%)(5)     (000slbs)  
Measured     4,623       2.53       377       3.91       581       0.25       25,821  
Indicated     100,289       1.62       5,234       2.47       7,955       0.08       178,016  
M & I     104,912       1.66       5,610       2.53       8,536       0.09       203,838  
Inferred(6)     23,174       1.29       959       2.04       1,518       0.04       20,524  

 

(1) All mineral resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) definitions, as required under National Instrument 43-101 (“NI43-101”).

 

(2) Mineral resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these pit shells is not reported as a mineral resource. Mineral resources are not mineral reserves and do not have demonstrated economic viability – see “Compliance with NI43-101” below. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.

 

(3) Open pit sulfide mineral resources are reported at a cut-off grade of 0.75 g/t Au. Cut-off grades are based on a price of US$1,050 per ounce of gold and a number of operating cost and recovery assumptions, plus a contingency (see details below).

 

(4) Open pit oxide mineral resources are reported at a cut-off grade of 0.45 g/t Au. Cut-off grades are based on a price of US$1,050 per ounce of gold and a number of operating cost and recovery assumptions, plus a contingency (see details below).

 

(5) “Total” project mineral resources include those resources from the Yellow Pine, Hangar Flats, West End and Historic Tailings deposits.

 

(6) Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.  

 

Highlighted Changes to Post-PFS Mineral Resource Estimates

 

The principal changes in the 2018 Mineral Resource estimates (relative to the PFS Technical Report consolidated mineral resource statement) are a 2% increase in Measured and Indicated (M&I) gold grade and a 3% increase in M&I gold contained in mineral resources, as well as a 31% increase in Indicated antimony contained in Mineral Resources. These changes are largely driven by a 6% increase in M&I gold grade at Yellow Pine, a 10% increase in Indicated mineralized tonnage in the West End deposit and increased antimony contained in Mineral Resources in both the Yellow Pine and Hangar Flats deposits. Positive changes are slightly offset by a 2% decrease in Indicated gold contained in Mineral Resources at Hangar Flats.

 

Page | 53

 

 

The change in grade at Yellow Pine is the result of additional drilling and a more detailed geological model, which better segregates mineralized and unmineralized materials on the basis of newly identified fault zones defined based on re-logging, oriented core data from the 2016-2017 drilling program and surficial pit mapping from pre-Midas Gold activities. Similarly, increased tonnage in the West End deposit is the result of a more detailed geological model which subdivides metasedimentary formations into individual lithotypes and models stratigraphic offset along post-mineralization faults. Another principal change in the West End model is the definition of more oxide Mineral Resources following a thorough comparison of cyanide recoverable to total gold ratios against distribution of logged oxidation in drill logs.

 

All models use sub-block or partial-block percentage reporting to accurately report in-situ Mineral Resources, which will allow for quantitative forecasting of mining dilution in the Feasibility Study.

 

Increases in antimony contained in Mineral Resources at Yellow Pine are due to new drilling in the antimony Mineral Resource area, definition of an antimony grade shell using indicator methods, and re-evaluation of legacy data used in the estimate on the basis of reconciliation against historic production records. Similarly, the increase in antimony contained in Mineral Resources at Hangar Flats is the result of new drilling in the antimony Mineral Resource area and different treatment of legacy drillhole data following assessment of the impact of this data.

 

Qualified Persons for Post-PFS Mineral Resource Update

 

The Mineral Resource estimates for Yellow Pine, Hangar Flats and West End were prepared to industry standards and best practices using commercial mine-modeling and geostatistical software. Garth Kirkham, P.Geo. is the Qualified Person responsible for the Yellow Pine and Hangar Flats Mineral Resource estimates for the purposes of NI43-101. Bart Stryhas, C.P.G. and former Chief Geologist of the Stibnite Mine, is the Qualified Person responsible for the West End Mineral Resource estimate and West End geologic model for the purposes of NI43-101. The Yellow Pine and Hangar Flats geologic models and Mineral Resource estimates were completed under the supervision of Midas Gold’s Senior Resource Geologist Austin Zinsser, SME-R.M., and Exploration Manager Chris Dail, C.P.G. Each deposit was segregated into multiple estimation domains based on geologic models with the majority of Mineral Resources estimated using ordinary kriging interpolation of capped composites in multiple estimation passes. Search ellipse orientation and anisotropy were based on structural and geological controls and/or variogram models with first pass major axis search distances generally 40-60m, and subsequent pass distances generally 100-150m.

 

For complete details, please see the Corporation’s news release dated February 15, 2018.

 

Stibnite Gold Project Post-PFS Design Studies

 

Following completion of the PFS, during 2015 through 2019, numerous design optimizations were incorporated into Stibnite Gold Project, with particular focus on enhancing the environmental and permitting aspects of the Project. Provided below is a summary of the key enhancements that were incorporated into the Project:

 

· Yellow Pine Development Rock Storage Facility – An additional DRSF was designed near the Yellow Pine open pit, in the Fiddle area. This DRSF would significantly reduce haul traffic adjacent to the EFSFSR, reduce overall haulage distances and diesel consumption, reduce the size of the mining fleet, and enhance post-mining salmon habitat in Meadow Creek.

 

· Yellow Pine Backfill Approach – To improve the likelihood for successful post-closure fish passage, the vertical gradient of the restored EFSFSR through the Yellow Pine pit was reduced. This would hasten the ability to complete EFSFSR restoration activities, reduces the risk of post-mining settlement along the restored reach of the EFSFSR, and reduces the overall development rock haul distances.

 

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· Rapid Infiltration Basins – Rapid groundwater infiltration basins were incorporated into the design to reduce the extent of the Hangar Flats dewatering cone, and to rapidly stabilize the Yellow Pine backfill groundwater level below the future rehabilitated reach of the EFSFSR.

 

· Blowout Creek Restoration – To improve fish habitat during the operational period of the Project, restoration of Blowout Creek was brought forward to the pre-construction period.

 

· Site Landfill – The PFS assumed that all solid waste generated on-site would be hauled offsite. An onsite landfill, located on private land, was incorporated into the design to improve Project logistics.

 

· Fish Passage Trade-Off – McMillen Jacobs developed a comprehensive trade-off study analyzing 12 alternative fish passage approaches for the EFSFSR tunnel. The study identified the preferred design alternative.

 

· Tailings Studies – Tierra Group developed a comprehensive report that assessed several TSF liner alternatives, completed a TSF embankment alignment tradeoff study, and completed a TSF diversion trade-off study.

 

· Access Road Optimization – Parametrix and GeoEngineers conducted an optimization study on the Burntlog access road following their field investigations. The team identified an alternative route that bypasses a sensitive segment through the Riordan Creek valley. The alternative segment succeeded in reducing potential route length, fuel consumption, emissions, and wetland impacts.

 

Additional technical studies completed following the PFS, with the intent of optimizing the Project, that resulted in no material changes to the PFS plan were as follows:

 

· Additional concurrent backfilling of the Yellow Pine open pit was assessed to reduce development rock haulage distances; however, no additional concurrent backfilling was considered feasible.

 

· Appreciable laboratory and economic studies were completed on refining of the antimony (contained in the mineral stibnite) concentrates; however, the incremental capital and operating costs, in additional to the technical risks, made this approach unattractive at this time.

 

· Midas Gold evaluated the potential of upgrading the gold concentrate so it could be shipped and processed at an off-site facility result in a lower project CAPEX. The metallurgy showed that grades of 40-55 g/t were achievable. It is anticipated that, with a focused program, there would be improvements in grade and recovery suggesting that this could be a viable and profitable option were a long-term buyer for the concentrates available (which is not currently the case); however, project economics favor onsite processing.

 

  · A Mineral Resource drilling program was initiated in Q4 2016 and completed in Q3 2017, which included 16 oriented core holes totaling 2,707 meters drilled for infill and Mineral Resource conversion purposes. Assays from the drilling have generally confirmed the PFS block models, intersecting grades and widths of mineralization similar to or better than projections, with minor exceptions. The results of remodeling the Mineral Resource Post-PFS are summarized in the “Post-PFS Mineral Resource Update” section above.

 

The technical information on the Stibnite Gold Project Post-PFS Design Studies information was reviewed and approved by Stephen P. Quin, P.Geo., President and CEO of Midas Gold Corp., and a Qualified Person.

 

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Stibnite Gold Project Post-PFS Metallurgical Testing and Process Optimization

 

Since completion of the PFS, metallurgical test work has been conducted at several laboratories and coordinated by Blue Coast Metallurgy Ltd. (Blue Coast) and M3, under the guidance of a team of metallurgical experts working with Midas Gold. Highlights of the results of metallurgical testing since the completion of the PFS were reported in a news release dated February 21, 2018, and should have economic benefits to the Project. Highlights include the following:

 

A coarser primary grind, reducing energy and grinding media costs;

 

Higher gold and antimony concentrate grades;

 

Higher overall gold and antimony recoveries;

 

Reduced reagent consumption, reducing operating costs;

 

Use of an onsite lime kiln to generate low-cost lime for pH control in the neutralization and cyanidation circuits, which eliminates the need to truck lime to the site.

 

Use of onsite limestone for pH control in the autoclave and neutralization circuits, which significantly reduces lime requirements and overall estimated operating costs; and

 

Eliminating the solid-liquid-separation circuit prior to cyanidation was realized through forming stable ferric arsenic compounds in the autoclave by carefully controlling acidity through adding appropriate amounts of ground onsite limestone to the concentrate feed (as discussed in the preceding bullet).

 

In the below table, the overall recoveries of gold achieved from flowsheet development in the FS are compared with those adopted for the PFS. Note that the final recoveries adopted for the FS may differ from those listed below, depending on process engineering and equipment selection currently underway.

 

Highlights of Metallurgical Recoveries (news release - February 21, 2018)

  

    Low Antimony     High Antimony  
    Yellow Pine     Hangar Flats     West End     Yellow Pine     Hangar Flats  
Flotation Recovery
FS testing to date                                        
- Batch     93.7       91.9       n/a       91.4       91.8  
- Pilot plant     92.3*                          
PFS projection     93.2       91.8       n/a       90.1       87.6  
POX-CIL Extraction
FS testing to date                                        
- Batch     97.5       98.0       98.0       97.5       98.0  
- Pilot plant     98.3*                          
PFS projection     97.6       97.0       98.2       97.6       97.0  
Overall Recoveries (Overall recoveries include assumed 0.8% post-CIL gold loss)
FS testing to date                                        
- Batch     90.6       89.3       n/a       88.4       89.2  
- Pilot plant     90.0                          
PFS projection     90.2       88.3       n/a       87.2       84.3  

 

Notes: 

* A blend comprising Yellow Pine and Hangar Flats materials was processed in the pilot plant.

 

n/a: West End projected recoveries by flotation/POX/CIP recoveries are variable and linked to sulphide content in the feed. Overall recoveries are a blend of direct leaching and flotation/POX/leach and will be determined in the geo-metallurgical exercise later in the study.

 

The updated metallurgical technical information was reviewed and approved by Stephen P. Quin, P.Geo., President and CEO of Midas Gold Corp., and a Qualified Person. The metallurgical testing program for the Stibnite Gold Project was carried out under the supervision of Christopher Martin, MIMMM, C.Eng., a Qualified Person and Principal Metallurgist for Blue Coast Metallurgy Ltd.

 

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Update on Status of Feasibility Study

 

Midas Gold’s technical team and consultants continue to advance their work on a Feasibility Study for the Stibnite Gold Project. The timing for completion of the Feasibility Study is tied to the completion of the DEIS since the Feasibility Study should align with the Preferred Alternative Project defined in the DEIS. While substantially all of the work related to mineral resource estimation, metallurgy, geotechnical, infrastructure (including road access, powerline, tunnel design) and other aspects of the Project has been completed, and mine planning is well advanced, finalization of the design and estimating of capital and operating costs are awaiting decisions driven by the permitting process. The Feasibility Study looks to incorporate the results of several Project optimizations, including updated mineral resource estimates (discussed above), results of optimized metallurgy and processing (discussed above), optimized layout and plant design, and other considerations including those discussed above. A number of these optimizations are focused on reducing potential environmental effects and impacts from mine redevelopment, and to enhancing the restoration of the site to ensure a healthy, sustainable ecosystem during and after operations. The extended permitting schedule does provide the opportunity to advance designs of certain Project components further than would be typical for a Feasibility Study and include this more advanced information in the FS. In addition, it also provides the opportunity to undertake certain value engineering exercises, where deemed appropriate, and also include the results of such evaluations in the FS. It is currently anticipated that the FS will be published in 2020.

 

Update on Stibnite Gold Project Environmental and Permitting Related Activities

 

Midas Gold filed its Plan of Restoration and Operations (PRO) in September 2016, and the USFS deemed it adequate to proceed with evaluation in December 2016. In 2017, the USFS selected AECOM as the third-party contractor to assist with preparation of the EIS and also identified cooperating and contributing regulatory agencies that would be involved with evaluation of the Project. A Notice of Intent (NOI) was filed on June 5, 2017 to inform the public of the proposed action on the National Forest and internal (agency) and external (public) scoping was initiated. These processes coincided with public meetings that were held to provide the public with Project information and to facilitate public comment. Over the course of 2017, agency and public scoping comments were compiled and environmental resources to be considered in the NEPA analysis were identified. In anticipation of the scoping results, Midas Gold had been collecting baseline environmental resource data for several years, and much of 2017 and 2018 included the compilation and delivery to the USFS of a vast amount baseline data for the following environmental resources:

 

· Meteorological monitoring;
· Air quality monitoring;
· Cultural studies;
· Hydrologic modeling;
· Fisheries and aquatics monitoring;
· Geochemical testing and analysis;
· Socioeconomic review and updates;
· Transportation and traffic monitoring;
· Water quality monitoring and analysis for both surface and ground water; and
· Wetlands mapping and analysis including wetlands and stream channel functional assessment and evaluation.

 

Steps toward advancing all major permits and approvals for the Stibnite Gold Project (SGP) progressed in 2019 and drew upon the extensive amount of data transfer and compilation that occurred through 2017 and 2018.

 

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With respect to NEPA, draft chapters of the DEIS went through numerous iterations over the course of 2019. The alternatives development and evaluation process that was initiated in Q4 2017 and continued through much of 2018 coalesced into distinct action alternatives that are to be carried forward for analysis in the Draft Environmental Impact Statement (DEIS). Two of the alternatives to Midas Gold’s original Proposed Action were developed by the agencies and the EIS third-party contractor, AECOM. These alternatives centered on fundamental changes to major mine features and included, (1) using the Yellow Pine Route (Johnson Creek Road and Stibnite Road) as the primary mine site access route and (2) moving the location of the tailings storage facility (TSF) to the upper EFSFSR drainage. Midas Gold provided evaluations of these alternatives to assess their technical and economic feasibility; these efforts included preliminary engineering design and cost estimates. Midas Gold also conducted preliminary effects analysis to determine whether the agency-proposed alternatives would provide an environmental benefit. In summary, analyses for these alternatives demonstrated that they were technically feasible, but were far more costly, did not provide an environmental benefit, would cause delays in project implementation of at least two years, would create greater risks to human health and safety and, in the case of the EFSFSR TSF, would preclude Midas Gold from reclaiming one of the most significant legacy features in the Stibnite district, the Spent Ore Disposal Area (SODA). Despite this wealth of information, these agency-proposed EFSFSR TSF and Yellow Pine Mine Access Route alternatives are included in the DEIS as Alternatives 3 and 4, respectively

 

A third alternative was proposed by Midas Gold and consisted of modifications to several aspects of the PRO that focused on reducing environmental impacts or improving the function of various mine site features. The collection of changes that comprised the Modified PRO (Mod-PRO) were informed primarily by the results of ongoing hydrologic, geochemical and stream temperature modeling. The modifications targeted mitigating environmental effects that surfaced through predictive modeling efforts and resulted in a refined Project with numerous demonstrated benefits over the PRO. In May of 2019, the Mod-PRO was presented to the USFS with abundant demonstration (through supplemental modeling) of the environmental benefits. The Mod-PRO now represents Midas Gold’s preferred alternative and is included in preliminary DEIS as Alternative 2.

 

Midas Gold was afforded numerous opportunities to review preliminary DEIS chapters 1 and 2 over the course of 2019, culminating in a year-end review of Chapters 1 through 3 of the DEIS.

 

In summary, the range of alternatives expected to be included in the environmental analysis of the SGP include:

 

· Alternative 1 - The proposed action as described in the PRO.
· Alternative 2 - The Mod-PRO: Modifications to the PRO which include a reduced overall project footprint, added pit backfill, an on-site lime kiln, synthetic cap and cover of all remaining DRSFs, allowing safe public access through the site during operations, modifications to surface water management, and an alternative off-site maintenance facility location.
· Alternative 3 – EFSFSR TSF Alternative: This alternative is centered around an optional tailings storage facility location, in the upper reach of the EFSFSR drainage. Included are other necessary changes such as relocating the worker housing facility and the primary mine access route.
· Alternative 4 – Yellow Pine Route Alternative: This alternative includes primary mine access via Johnson Creek Road and Stibnite Road, and other necessary changes such as the relocation of the road maintenance facility.
· Alternative 5 – The No Action Alternative: This alternative represents no implementation of the PRO. The lead agency is obligated to evaluate this alternative to provide a baseline of environmental impacts against which all other alternatives are evaluated.

 

In late December 2019 and early January 2020, following cooperating agency review of the latest draft of the preliminary DEIS, Midas Gold Idaho, Inc. submitted numerous important concerns to the USFS, generally in the following categories:

 

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· Presentation of relevant laws, regulations and agency guidance frameworks in the context of the project description (Chapters 1, 2 and 3, and Appendix A);
· Technical accuracy relating to the Proposed Action (PRO; Alternative 1) and the Modified Proposed Action (Mod-PRO; Alternative 2) (Chapter 2);
· Technical Inaccuracies in Affected Environment Sections (Chapter 3);
· Presentation of Mitigation Plans and Measures Chapters 1-3 and Appendix D);
· Equal coverage of tribal interests (Chapter 3).

 

Further, in it is comments, the EPA noted that the absence of a conceptual water management/treatment plan for any alternative in the DEIS constituted a potential gap that could result in a potential supplemental EIS. On a number of occasions, during 2018 and 2019, Midas Gold had indicated to the USFS and cooperating agencies that the water management/treatment plan would be best developed post-DEIS and before completion of the Final EIS, once the preferred alternative was identified. To avoid the risk of a Supplemental EIS, which could delay the Project timing, Midas Gold brought forward its in-progress Water Quality Management Plan to conceptual level design and provided it to the agencies for review.

 

In addition to advancing the NEPA process, numerous federal and state agency-led permitting processes were advanced in 2019. Several significant efforts include:

 

· IPDES Permit – Management of the Pollution Discharge Elimination System program is now under the purview of the IDEQ. Midas Gold is working with IDEQ to develop a first draft of the IPDES application.
· Air Quality/Permit to Construct (PTC) - A pre-application meeting was held with IDEQ in March 2019. Air Quality Modeling and emissions inventories completed in 2018 were assembled into an Air Quality Permit to Construct Application that was submitted to IDEQ in August 2019. The Air PTC application is undergoing a series of iterative reviews with IDEQ prior to filing and approval.
· 404 Permit/401 Certification – Midas Gold meets bi-weekly with U.S. Army Corps of Engineers (who is also a cooperating agency in the NEPA process) to discuss action items and data needs to support 404 permitting. Midas Gold further advanced the 404 Permitting in 2019 through development of an annotated outline of the 404 (b)(1) Avoidance and Minimization Alternatives Analysis to be included as an appendix to the DEIS, as well as furthering compilation of the Mitigation Alternatives Portfolio.
· Water Rights – Monthly to biweekly meetings are held with Midas Gold, SPF Engineering, Stoel Rives and Brown and Caldwell to discuss action items and data needs to move forward with water rights applications. A water rights permit application is anticipated to be submitted in 2020.
· Dam Safety Approval through the Idaho Department of Water Resources is an ongoing process that includes discussions with IDWR regarding design criteria and the submittal of technical data required to accompany the final design approval application, including the recently submitted Inundation Study.
· Cyanidation Permit – Several pre-application meetings in 2019 culminated in an informal submittal of the Cyanidation Permit Conceptual Design Report (CDR, a pre-permit application document) in 2019. IDEQ provided valuable feedback and comments to the preliminary CDR submittal regarding the level of detail required for a full permit application. A formal CDR submittal is likely later in 2020, following publication of the DEIS and identification of a preferred alternative. A full Cyanidation Permit Application requires a well-advanced engineering design package for the cyanidation facility and will likely be submitted in 2021.

 

As announced October 7, 2019, Midas Gold stated that it has been advised that the USFS anticipated issuing a Draft Environmental Impact Statement (“DEIS”) for public comment in late Q4 2019, with a Final EIS and Draft Record of Decision (“ROD”) anticipated in Q3 2020 for the Stibnite Gold Project (“Project”). This schedule would put the Final ROD for the Project in Q4 2020. On December 4, 2019, Midas Gold announced that the release of the DEIS would be delayed until January 2020 and that the USFS anticipated issuing the Final EIS and Draft Record of Decision (“ROD”) in Q4 2020 and the Final ROD for the Project in Q1 2021. On January 27, 2020 Midas Gold announced that the USFS and other cooperating agencies working on the Project had identified a number of recommended improvements to the DEIS that is being prepared by the USFS as the lead agency. These recommended improvements to the DEIS will ultimately support a more informed and complete record of decision (“ROD”) at the conclusion of the permitting process. In order to meet this objective, Midas Gold 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 DEIS in a timely but comprehensive 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 (SOPA) update to be published on April 1, 2020.

 

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LITIGATION

 

 

On June 5, 2019, Midas Gold Corp., Midas Gold Idaho, Inc., Idaho Gold Resources Company, LLC and Stibnite Gold Company (collectively, “Midas Gold” or “Company”) were served by Idaho’s Nez Perce Tribe with a notice of intent (NOI) to sue under the Clean Water Act. The Tribe filed the complaint August 8, 2019 in the United States District Court for the District of Idaho which was later served on the Company August 16, 2019. The complaint identified eight areas internal and external to the Stibnite Gold Project Site that the suit alleges violates the Clean Water Act, and the action seeks declaratory and injunctive relief.

 

The Company filed a motion to dismiss and, in the alternative, a motion to stay the litigation pending conclusion of negotiations with the Environmental Protection Agency (EPA) on a CERCLA administrative order on consent (AOC), a process that was underway before the plaintiff filed suit. Argument was heard on December 16, 2019 where the motion to dismiss was denied. On January 7, 2020, the Company filed its formal answer denying liability for the allegations contained in the complaint, and on January 8, 2019 the motion to stay the litigation was denied by the district court. A scheduling order was entered February 11, 2020 and, if the matter proceeds to trial, it will likely take place in 2021.

 

RISKS AND UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

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Industry Risks

 

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.

 

The commercial feasibility of the Project and Midas Gold's ability to arrange funding to conduct its planned exploration projects is dependent on, among other things, the price of gold and other potential by-products. Depending on the price to be received for any minerals produced, Midas Gold may determine that it is impractical to commence or continue commercial production. A reduction in the price of gold or other potential by-products may prevent the Project from being economically mined or result in the write-off of assets whose value is impaired as a result of low precious metals prices.

 

Future revenues, if any, are expected to be in large part derived from the future mining and sale of gold and other potential by-products or interests related thereto. The prices of these commodities fluctuate and are affected by numerous factors beyond Midas Gold’s control, including, among others:

 

international economic and political conditions,
central bank purchases and sales;
expectations of inflation or deflation,
international currency exchange rates,
interest rates,
global or regional consumptive patterns,
speculative activities,
levels of supply and demand,
increased production due to new mine developments,
decreased production due to mine closures,
improved mining and production methods,
availability and costs of metal substitutes,
metal stock levels maintained by producers and others, and
inventory carrying costs.

 

The effect of these factors on the price of gold and other potential by-products cannot be accurately predicted. If the price of gold and other potential by-products decreases, the value of Midas Gold’s assets would be materially and adversely affected, thereby materially and adversely impacting the value and price of Midas Gold’s common shares.

 

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

 

Many industries, including the precious metal mining industry, are impacted by global market conditions. Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, changes in interest rates and tax rates may adversely affect Midas Gold’s growth and profitability potential. Specifically:

 

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a global credit/liquidity crisis could impact the cost and availability of financing and Midas Gold’s overall liquidity;
the volatility of gold and other potential by-product prices may impact Midas Gold’s future revenues, profits and cash flow;
volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and
the devaluation and volatility of global stock markets impacts the valuation of the Corporation’s equity securities, which may impact its ability to raise funds through the issuance of equity.

 

Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.

 

Mineral exploration and development in the United States is subject to Federal, State and local regulatory processes and evolving application of environmental and other regulations can and has affected the ability to advance mineral projects as effectively as in prior years. A number of mineral projects in the United States have been subjected to regulatory delays or actions that have impeded the progress of these projects towards production. Such delays can increase the funding requirements of the Company as expenditures continue for a longer period of time.

 

Longstanding legal certainty about the 1872 Mining Law is being challenged in Federal Court.

 

A changing legal environment and prior court rulings related to the use of unpatented lode mining claims now being overturned and re-examined may cause the Company to make modifications to its current claims management program and strategy.

 

Resource exploration and development is a high risk, speculative business.

 

Resource exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required to discover new deposits and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Most exploration projects do not result in the discovery of commercially viable deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized by Midas Gold or that mineral deposit identified by Midas Gold will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.

 

Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.

 

The Project, and any future operations in which Midas Gold has a direct or indirect interest, will be subject to all the hazards and risks normally incidental to resource companies. Fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines. If any of these events were to occur, they could cause injury or loss of life, severe damage to or destruction of property. As a result, Midas Gold could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations. In addition, Midas Gold may have to make expensive repairs and could be subject to legal liability. The occurrence of any of these operating risks and hazards may have an adverse effect on Midas Gold’s financial condition and operations, and correspondingly on the value and price of Midas Gold’s common shares.

 

Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.

 

There is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There may also be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations.

 

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The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.

 

The calculations of amounts of mineralized material within mineral resources and mineral reserves are estimates only. Actual recoveries of gold and other potential by-products from mineral resources and mineral reserves may be lower than those indicated by test work. Any material change in the quantity of mineralization, grade, tonnage or stripping ratio, or the price of gold and other potential by-products, may affect the economic viability of a mineral property. In addition, there can be no assurance that the recoveries of gold and other potential by-products in small-scale laboratory tests will be duplicated in larger scale pilot plant tests under on-site conditions or during production. Notwithstanding the results of any metallurgical testing or pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing.

 

Mining and metallurgy are an inexact science and, accordingly, there always remains an element of risk that a mine may not prove to be commercially viable. Until a deposit is actually mined and processed, the quantity of mineral reserves, mineral resources and grades must be considered as estimates only. In addition, the determination and valuation of mineral reserves and mineral resources is based on, among other things, assumed metal prices. Market fluctuations and metal prices may render mineral resources and mineral reserves uneconomic. Any material change in quantity of mineral reserves, mineral resources, grade, tonnage, percent extraction of those mineral reserves recoverable by underground mining techniques or stripping ratio for those mineral reserves recoverable by open pit mining techniques may affect the economic viability of a mining project.

 

Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

 

The mining industry has at times been subjected to conditions that have resulted in significant increases in the cost of equipment, labour and materials. Midas Gold used benchmarked data for the operation and capital costs included in its PFS issued December 15, 2014, and amended March 28, 2019, however there is no guarantee that development or operations of the Project will eventuate, and if it did, such operating or capital costs will prevail.

 

The Corporation’s Risks

 

Midas Gold will need to raise additional capital though the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.

Midas Gold does not generate any revenues and does not have sufficient financial resources to undertake by itself all of its planned exploration and permitting activities. Midas Gold has limited financial resources and has financed its activities primarily through the sale of Midas Gold’s securities such as common shares and convertible notes. Midas Gold will need to continue its reliance on the sale of its securities for future financing including that required to complete the permitting process, resulting in dilution to existing shareholders. Further activities will depend on Midas Gold’s ability to obtain additional financing, which may not be available under favourable terms, if at all. If adequate financing is not available, Midas Gold may not be able to commence or continue with its activities.

 

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Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common shares in accordance with the terms of the Convertible Notes.

 

Midas Gold does not generate revenue and has announced a plan of how it intends to use the proceeds from the issuance of the Convertible Notes over the term of the Convertible Notes. In order to repay the outstanding principal Midas Gold either needs to arrange debt, equity or other forms of funding, to either develop the Stibnite Gold Project and repay the Convertible Notes from operating cash flows, repay the Convertible Notes in full, or convert the Convertible Notes into common shares. The risks associated with the development of the Stibnite Gold Project as stated in this section are high. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (also see financing completed on March 17, 2020, discussed above in the Highlights section, which will involve similar risk).

 

Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.

 

Sales of substantial amounts of Midas Gold’s common shares into the public market by unrelated shareholders, Midas Gold’s officers or directors or pursuant to the exercise of options or warrants, or even the perception by the market that such sales may occur, may lower the market price of the Corporation's common shares.

 

Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.

 

Midas Gold’s mineral exploration and development activities are subject to various laws and regulations governing operations, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing operations, or more stringent implementation thereof could substantially increase the costs associated with Midas Gold’s business or prevent it from exploring or developing its properties.

 

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on Midas Gold and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

 

Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.

 

The regulatory processes related to permitting of major mining projects in the US are subject to considerable uncertainty as to the information required, the timeframes to analyze information provided and the outcomes of such analysis, and the Stibnite Gold Project is more complex than greenfields sites due to the need to address the extensive legacy impacts related to historical mining activities, which adds additional uncertainty. Since Midas Gold entered the permitting process for redevelopment and restoration, the proposed timeframe to get to a Final ROD has been extended by regulators several times and further extensions to the currently published timeframes can be expected.

 

Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.

 

Third parties commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may challenge Midas Gold’s permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding requirements beyond those currently anticipated, or block the approval of the Project.

 

Page | 64

 

 

Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.

 

NGOs, Indian tribes or other stakeholders commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may challenge Midas Gold’s permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding requirements beyond those currently anticipated or prevent the approval of the Project. As noted above, in 2018, the Nez Perce Tribe announced its opposition to the Project and certain NGOs campaigned against the community agreement. As discussed below, the Tribe brought action against Midas Gold that it is presently defending and ultimately believe will be dismissed.

 

The Nez Perce Tribe has filed a complaint against Midas Gold under the Clean Water Act that the Company is vigorously defending. If successful, this litigation could act to delay the Project.

 

On June 5, 2019, Midas Gold Corp., Midas Gold Idaho, Inc., Idaho Gold Resources Company, LLC and Stibnite Gold Company (collectively, “Company”) were served by Idaho’s Nez Perce Tribe with a notice of intent (NOI) to sue under the Clean Water Act. The Tribe filed the complaint August 8 in the United States District Court for the District of Idaho which was later served on the Company August 16. The complaint identified eight areas internal and external to the Stibnite Gold Project Site that the suit alleges violates the Clean Water Act, and the action seeks declaratory and injunctive relief.

 

The Company filed a motion to dismiss and, in the alternative, a motion to stay the litigation pending conclusion of negotiations with the EPA on a CERCLA administrative order on consent (“AOC”), a process that was underway before the plaintiff filed suit. Argument was heard on December 16, 2019 where the motion to dismiss was denied. On January 7, 2020, the Company filed its formal answer denying liability for the allegations contained in the complaint, and on January 8, the motion to stay the litigation was denied by the district court. A scheduling order was entered February 11, 2020, and if the matter proceeds to trial, it will likely take place in 2021.

 

For the past two years, the Company has been working with EPA on a CERCLA agreement that will afford early clean up activity on the Stibnite Site. Also, under CERCLA section 113(h), citizen suits under the Clean Water Act are pre-empted from interfering in work covered under AOCs. The Federal court has been advised that the Company and the regulatory entities are engaged in efforts to craft an approach under CERCLA that would attend to the water quality and other resource issues on the Stibnite Site and effectively address the relief sought in the Tribe’s litigation.

 

Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.

 

The department responsible for environmental protection in the U.S. has broad authority to shut down and/or levy fines against facilities that do not comply with environmental regulations or standards. Failure to obtain the necessary permits would adversely affect progress of Midas Gold’s activities and would delay or prevent the beginning of commercial operations.

 

Midas Gold’s activities are subject to environmental liability.

 

Midas Gold is not aware of any claims for damages related to any impact that its operations have had on the environment but it may become subject to such claims in the future, including potential claims related to legacy environmental impacts from prior operators. An environmental claim could adversely affect Midas Gold’s business due to the high costs of defending against such claims and its impact on senior management's time. Also, environmental regulations may change in the future which could adversely affect Midas Gold’s operations including the potential to curtail or cease exploration programs or to preclude entirely the economic development of a mineral property. The extent of any future changes to environmental regulations cannot be predicted or quantified, but it should be assumed that such regulations would become more stringent in the future. Generally, new regulations will result in increased compliance costs, including costs for obtaining permits, delays or fines resulting from loss of permits or failure to comply with the new regulations.

 

Page | 65

 

 

Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.

 

The mineral resource industry is intensively competitive in all of its phases, and Midas Gold competes with many companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. The principal competitive factors in the acquisition of such undeveloped properties include the staff and data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and develop such properties. Competition could adversely affect Midas Gold’s ability to advance the Project or to acquire suitable prospects for exploration in the future.

 

Midas Gold’s future exploration and development efforts may be unsuccessful.

 

Mineral resource exploration and, if warranted, development, is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in volume and/or grade to return a profit from production. There is no certainty that the expenditures that have been made and may be made in the future by Midas Gold related to the exploration of its properties will result in discoveries of mineralized material in commercial quantities.

 

Most exploration projects do not result in the discovery of commercially viable mineral deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially viable deposit which can be legally and economically exploited.

 

Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.

 

Assays results from core drilling or reverse circulation drilling can be subject to errors at the laboratory analyzing the drill samples. In addition, reverse circulation or core drilling may lead to samples which may not be representative of the gold or other metals in the entire deposit. Mineral resource and mineral reserve estimates are based on interpretation of available facts and extrapolation or interpolation of data and may not be representative of the actual deposit. All of these factors may lead to mineral resource and/or mineral reserve estimates being overstated, the mineable gold that can be received from the Project being less than the mineral resource and mineral reserve estimates, and the Project not being a viable project.

 

If Midas Gold’s mineral resource and mineral reserve estimates for the Project are not indicative of actual grades of gold and other potential by-products, Midas Gold will have to continue to explore for a viable deposit or cease operations.

 

Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.

 

Midas Gold has only been actively engaged in exploration since 2009. Midas Gold does not generate any revenues from operations or production. Putting a mining project into production requires substantial planning and expenditures and, whilst several members of the management have mine construction experience, as a corporation, Midas Gold does not have any experience in taking a mining project to production. As a result of these factors, it is difficult to evaluate Midas Gold’s prospects, and its future success is more uncertain than if it had a longer or more proven history.

 

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Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.

 

Midas Gold has incurred net losses every year since inception. Midas Gold currently has no commercial production and has never recorded any revenues from mining operations. Midas Gold expects to continue to incur losses, and will continue to do so until such time, if ever, as its properties commence commercial production and generate sufficient revenues to fund continuing operations.

 

The proposed development of new mining operations will require the commitment of substantial resources for operating expenses and capital expenditures, which may increase in subsequent years as Midas Gold adds, as needed, consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Project or any other properties. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture or other agreements with others in the future, its acquisition of additional properties, and other factors, many of which are unknown today and may be beyond the Corporation's control. Midas Gold may never generate any revenues or achieve profitability. If Midas Gold does not achieve profitability, it would have to raise additional financing or shut down its operations.

 

Midas Gold has negative cash flow from operating activities.

 

As indicated, the Corporation currently has no producing mines and has no source of operating cash flow other than through equity, joint ventures and/or debt financing. As such, the Corporation has, and is expected to continue to have, negative operating cash flow. To the extent the Corporation has negative cash flow in future periods, the Corporation may use a portion of its general working capital to fund such negative cash flow.

 

Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

Midas Gold’s properties consist of various mining concessions in the U.S. Under U.S. law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of Midas Gold’s ownership of such concessions. A claim by a third party asserting prior unregistered agreements or transfer on any of Midas Gold’s mineral properties, especially where commercially viable mineral reserves have been located, could adversely result in Midas Gold losing commercially viable mineral reserves. Even if a claim is unsuccessful, it may potentially affect Midas Gold’s current activities due to the high costs of defending against such claims and its impact on senior management's time. If Midas Gold loses a commercially viable mineral reserve, such a loss could lower Midas Gold’s revenues or cause it to cease operations if this mineral reserve represented all or a significant portion of Midas Gold’s operations at the time of the loss.

 

Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining, exploration and permitting activities.

 

Several of the patented lode and mill site claims acquired by Midas Gold over the West End Deposit and the Cinnabar claim groups (the latter held under option) are subject to a consent decree under CERCLA, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties are subject to a consent decree under CERCLA between the original owner of those claims and the United States, which creates certain obligations on that owner, including that the owner will cooperate with the EPA and U.S. Forest Service in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

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All industries, including mining, are subject to legal claims with or without merit. Defense and settlement costs can be substantial, even with respect to claims without merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular claim could have an effect on the Corporation’s financial position. It is possible that any proposal to develop a mine on the Project, or any governmental approval for such a development, could be challenged in court by third parties, the effect of which would be to delay and possibly entirely impede the Corporation from developing the Project or commencing production.

 

Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

 

Midas Gold is dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on the operations of Midas Gold. Midas Gold’s success is dependent to a great degree on its ability to attract and retain highly qualified management personnel. The loss of any such key personnel, through incapacity or otherwise, would require Midas Gold to seek and retain other qualified personnel and could compromise the pace and success of its exploration and permitting activities. Midas Gold does not maintain key person insurance in the event of a loss of any such key personnel.

 

Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.

 

Midas Gold has a relatively small staff and depends upon its ability to hire consultants with the appropriate background and expertise as such persons are required to carry out specific tasks. Midas Gold’s inability to hire the appropriate consultants at the appropriate time could adversely impact Midas Gold’s ability to advance its exploration and permitting activities.

 

Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.

 

Certain Midas Gold directors and officers are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. Directors and officers of the Corporation with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies.

 

Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.

 

Since incorporation, neither Midas Gold nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Corporation does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral exploration programs.

 

Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.

 

In the course of exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks. Midas Gold does not currently have insurance against all such risks and may decide not to take out insurance against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Midas Gold.

 

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Additionally, the Corporation is not insured against most environmental risks. Insurance against all environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products by third parties occurring as part of historic exploration and production) has not been generally available to companies within the industry. The Corporation periodically evaluates the cost and coverage of the insurance that is available against certain environmental risks to determine if it would be appropriate to obtain such insurance. Without such insurance, or with limited amounts of such insurance, and if the Corporation becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Corporation has to pay such liabilities and result in bankruptcy. Should the Corporation be unable to fully fund the remedial cost of an environmental problem, it might be required to enter into interim compliance measures pending completion of the required remedy.

 

A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.

 

Midas Gold is dependent on various supplies and equipment to carry out its activities. The shortage of such supplies, equipment and parts could have a material adverse effect on Midas Gold’s ability to carry out its activities and therefore have a material adverse effect on the cost of doing business.

 

A cyber security incident could adversely affect Midas Gold’s ability to operate its business.

 

Information systems and other technologies, including those related to the Corporation’s financial and operational management, and its technical and environmental data, are an integral part of the Corporation’s business activities. Network and information systems related events, such as computer hacking, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, or other malicious activities or any combination of the foregoing or power outages, natural disasters, terrorist attacks, or other similar events could result in damages to the Corporation’s property, equipment and data. These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future. Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Corporation’s information technology systems including personnel and other data that could damage its reputation and require the Corporation to expend significant capital and other resources to remedy any such security breach. Insurance held by the Corporation may mitigate losses however in any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate the Corporation for any disruptions to its business that may result and the occurrence of any such events or security breaches could have a material adverse effect on the business of the Corporation. There can be no assurance that these events and/or security breaches will not occur in the future or not have an adverse effect of the business of the Corporation.

 

It may be difficult to anticipate the effects of COVID-19 to the Corporation.

 

The Corporation has not assessed the potential impacts, if any, that COVID-19 may have on its business and operations, which could include the Corporation’s ability to purchase products and/or services at reasonable costs in the operation of its business and to stay on schedule due to the reliance on external parties in the permitting process. In order to minimize potential impacts on the Corporation’s personnel and operations, it introduced a ‘work from home’ policy at its offices in Canada and Idaho, has reduced travel and transitioned to virtual meetings where feasible. The Corporation has and will continue to take other measures recommended by Health Canada and the US Center for Disease Control, as appropriate.

 

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DIVIDENDS AND DISTRIBUTIONS

 

The Corporation has not paid any dividends or distributions on its common shares since its incorporation. Any decision to pay dividends on common shares in the future will be made by the board of directors of the Corporation (the “Board”) on the basis of the earnings, financial requirements and other conditions existing at such time.

 

DESCRIPTION OF CAPITAL STRUCTURE

 

Authorized Capital

 

The authorized capital of the Corporation consists of an unlimited number of common shares without par value, an unlimited number of first preferred shares without par value, and an unlimited number of second preferred shares without par value.

 

Common Shares

 

There are 271,541,996 common shares issued and outstanding as at the date of this AIF. There are no special rights or restrictions of any nature attached to any of the common shares, which all rank equally as to all benefits which might accrue to the holders of common shares. All registered shareholders are entitled to receive a notice of any general meeting of the shareholders to be convened by the Corporation. At any general meeting, subject to the restrictions on joint registered owners of common shares, on a show of hands every shareholder who is present in person and entitled to vote has one vote and on a poll, every shareholder has one vote for each common share of which he, she or it is the registered owner and may exercise such vote either in person or by proxy.

 

Preferred Shares

 

No first preferred shares or second preferred shares are issued and outstanding as of the date of this AIF.

 

The first preferred shares have certain privileges, restrictions and conditions. The first preferred shares may be issued in one or more series and the Board may from time to time fix the number and designation and create special rights and restrictions. First preferred shares would rank on a parity with first preferred shares of any other series (if any) and be entitled to priority over the second preferred shares, common shares, and the shares of any other class ranking junior to the first preferred shares with respect to the payment of dividends and the distribution of assets on a liquidation, dissolution or winding up of the Corporation. Holders of first preferred shares shall be entitled to receive notice of and to attend all annual and special meetings of shareholders of the Corporation, except for meetings at which any holders or a specified class or series are entitled to vote, and to one vote in respect of each first preferred share held at all such meetings.

 

The second preferred shares have certain privileges, restrictions and conditions. Second preferred shares may be issued in one or more series and the directors may from time to time fix the number and designation and create special rights and restrictions. Second preferred shares would rank on a parity with second preferred shares of any other series (if any) and be entitled to priority over the common shares and the shares of any other class ranking junior to the second preferred shares with respect to the payment of dividends and the distribution of assets on a liquidation, dissolution or winding up of the Corporation. Holders of second preferred shares shall be given notice of and be invited to attend meetings of the voting shareholders of the Corporation but shall not be entitled as such to vote at any general meeting of shareholders of the Corporation.

 

Page | 70

 

 

Convertible Notes

 

As at December 31, 2019, the Corporation had C$49,912,401 in unsecured Convertible Notes outstanding. The Convertible Notes bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity and have a maturity date of March 17, 2023. On the maturity date, the outstanding principal amount of the Convertible Notes is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation at a price of C$0.3541 per share. If there is an equity financing completed at 95% of C$0.3541, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice if the Corporation’s common shares reach a price of C$0.7082. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

MARKET FOR SECURITIES

 

Trading Price and Volume

 

The following table sets out information relating to the monthly trading of the common shares of the Corporation on the TSX (under symbol "MAX") for the months indicated:

 

Period   High     Low     Volume  
2019
January   $ 1.10     $ 0.87       6,151,736  
February   $ 0.99     $ 0.84       1,655,008  
March   $ 0.90     $ 0.68       2,644,757  
April   $ 0.87     $ 0.67       2,600,973  
May   $ 0.71     $ 0.56       1,346,407  
June   $ 0.73     $ 0.60       4,044,228  
July   $ 0.80     $ 0.62       4,105,632  
August   $ 0.91     $ 0.71       5,643,248  
September   $ 0.80     $ 0.58       3,297,489  
October   $ 0.68     $ 0.52       2,203,006  
November   $ 0.68     $ 0.51       2,071,535  
December   $ 0.68     $ 0.54       3,145,985  

Source: TSX InfoSuite

 

Prior Sales

 

The following table summarizes the securities of the Corporation that are outstanding as at the date of this AIF, but not listed or quoted on a marketplace that have been issued by the Corporation during the most recently completed financial year ending December 31, 2019:

 

Date of Issue   Type of Securities   Number of
Securities
    Issue or Exercise
Price per Security
    Cash
Proceeds
  Reason for Issue
January 4, 2019   Stock Options     4,115,000     $ 0.97     nil   Grant of stock options
March 20, 2019   Stock Options     250,000     $ 0.72     nil   Grant of stock options
July 5, 2019   Stock Options     95,000     $ 0.63     nil   Grant of stock options
December 31, 2019   Stock Options     1,300,000     $ 0.62     nil   Grant of stock options

 

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DIRECTORS AND OFFICERS

 

Name, Occupation and Security Holding

 

The name, province or state and country of residence and position with the Corporation of each director and executive officer of the Corporation, the principal business or occupation in which each director and executive officer of the Corporation has been engaged during the immediately preceding five years, the period during which each director has served as director and the number and percentage of the voting securities beneficially owned, or controlled or directed, directly or indirectly, by each director and executive officer as at the date of this AIF is set out in the table below. Each director's term of office will expire at the next annual general meeting of the Corporation unless earlier due to resignation, removal or death of the director. The term of office of the officers expires at the discretion of the Corporation’s directors.

 


Name,
Province/State
and Country of Residence

Position with
the
Corporation

Principal Occupation During the Past Five Years
Period as Director and/or Officer Number and Percentage of Common Shares Held(1)

Stephen P. Quin

 

British Columbia, Canada

 

President, CEO and Director (4) President, CEO & Director of the Corporation since inception, and same for MGI since January 1, 2011.  Director of Kutcho Copper since December 2017 and of Chalice Gold Mines since 2010.  Prior to that, President of Capstone Mining Corp. from November 22, 2008 until December 2010 and, prior to that President and CEO of Sherwood Copper Corp. from September 1, 2005 until November 2008. Director and Officer since February 22, 2011 1,422,303
0.52%

Donald Young

 

British Columbia, Canada

 

Director (2) (5) Retired KPMG audit partner; Director of Dundee Precious Metals Inc. since May 2010; Director of OSI Geospatial Inc. from March 2006 until January 2010; director of BC Safety Authority, April 2009 to March 2012; director of Kimber Resources Inc. February 2008 to April 2013; Director of Arizona Mining Inc. from June 2013 to August 2014. Director since April 1, 2011 100
0.00004%

Peter Nixon

 

Ontario, Canada

 

Director and Chairman (2) (3) Director of Dundee Precious Metals Inc. since June 2002; director of Belo Sun Mining since January 2020; director of Kimber Resources Inc. March 2007 – April 2013; director of Miramar Mining Corporation from June 2002 until December 2007 when the company was acquired by Newmont Mining Corporation; director of Reunion Gold Corp. since March 2004,  director of Stornoway Diamond Corporation March 2003 – May 2019 and Director of Toachi Mining Corp August 2016 – September 2019. Director since April 1, 2011 185,000
0.07%

 

Page | 72

 

 


Name,
Province/State
and Country of Residence

Position with
the
Corporation

Principal Occupation During the Past Five Years
Period as Director and/or Officer Number and Percentage of Common Shares Held(1)

Keith Allred

 

Idaho, USA

 

Director (3) (5) Executive Director at the National Institute for Civil Discourse from January 1, 2019 to the present.  Partner at Cicero Group from 2012 to 2018.  COO of Health Catalyst in 2011.  Democratic nominee for Governor of Idaho in 2010. Founder and director of The Common Interest from 2005 to 2009; founder and facilitator of the Upper Blackfoot Confluence, a conservation partnership of three phosphate mining companies and two conservation groups. Professor at Harvard’s Kennedy School of Government from 1998 to 2005 and at Columbia from 1995 to 1998.  Also taught an executive program at Oxford’s Said School of Business from 2003 to 2005. Director since November  12, 2014 86,571
0.03%

Marcelo Kim,

 

New York, USA

 

Director (4) (5) Partner at Paulson & Co. Inc. since 2011; from 2009-2011, generalist analyst covering event arbitrage investment opportunities across broad sectors and capital structures. Chairman of International Tower Hill since December 2016. Director since March 17, 2016 Nil

Javier Schiffrin

 

New York, USA

 

Director (3) (4) Senior Vice President at Paulson & Co., since 2016; from 2014 to 2016 Executive Director & Restructuring Specialist at Macquarie Capital and from  2003 to 2006 a Restructuring Attorney at Kirkland & Ellis. Director since March 21, 2018 Nil

Brad Doores

 

Ontario, Canada

 

Director (3) (4) (5) Vice President & Assistant General Counsel of Barrick Gold Corporation from 1995-2012; Vice President & Deputy General Counsel of Barrick Gold Corporation from 2012-2014; Director of Sandspring Resources, Ltd. from 2010-2016; Director and Vice President & General Counsel of Energy Fuels Corporation and Energy Fuels Nuclear, Inc. from 1984-1995; Director & General Counsel of Golden shamrock Mines Limited from 1994-1995 Director since August 9, 2018 Nil

Jaimie Donovan

 

Ontario, Canada

 

Director (3) Since December 2018, head of Growth and Evaluations for Barrick in North America; from September 2016 to December 2018, Vice President of Evaluations at Barrick Gold; Principal and head of Evaluations at Waterton Global Resource Management from October 2012 to December 2013. Director since January 31, 2019 Nil

 

Page | 73

 

 


Name,
Province/State
and Country of Residence

Position with
the
Corporation

Principal Occupation During the Past Five Years
Period as Director and/or Officer Number and Percentage of Common Shares Held(1)
Darren Morgans   British Columbia, Canada   Chief Financial Officer CFO of the Corporation since April 2011; CFO of Velocity Minerals Ltd since December 2019; prior to 2011, Corporate Secretary and Controller for Terrane Metals Corp. from July 2006 until March 2011. Officer since April 13, 2011 70,000
0.03%

John Meyer

 

Eagle, ID, USA  

Vice President, Development VP Development of the Corporation from January 1, 2013 to present; Development Manager from January 1, 2012 to December 31, 2012; prior to that Project Manager of the Kinross Gold Corporation Fruta del Norte (FDN) project from 2007 to December 2011. Officer since January 1, 2013 175,000
0.06%

 

(1) All common shares are held directly unless otherwise indicated herein. Of Mr. Quin’s total share holdings, 175,000 shares are held indirectly in his RRSP and 2,700 are held indirectly in his TFSA. All other common shares are held directly. Of Mr. Nixon’s total shareholdings, 175,600 are held in his RRSP.
(2) Member of the Audit Committee.
(3) Member of the Corporate Governance and Nominating Committee.
(4) Member of the Environmental, Health and Safety Committee.
(5) Member of the Compensation Committee.

 

As of the date of this AIF, directors and executive officers of the Corporation, as a group, will beneficially own, or exercise control or direction, directly or indirectly, over an aggregate of 1,938,974 common shares representing 0.71% of the outstanding common shares of the Corporation. Paulson, an insider of the Corporation, currently owns 9,664,520 common shares and outstanding Convertible Notes in the principal amount of C$82,102,500.13, representing 3.56% of the outstanding common shares of the Corporation, (44.43% on a partially diluted basis, assuming exercise of the Convertible Notes and 2020 Notes currently held by Paulson and 40.67%, assuming exercise of all Convertible Notes and all 2020 Notes). Javier Schiffrin and Marcelo Kim are Paulson’s nominees to the Board.

 

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

 

To the knowledge of the Corporation, none of the Corporation's directors or executive officers is, as at the date of this AIF, or has been, within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any corporation (including the Corporation) that:

 

(a) was subject to an Order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

 

(b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

 

"Order" means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant corporation access to any exemption under securities legislation and, in each case, that was in effect for a period of more than 30 consecutive days.

 

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Except as set out below, none of the Corporation's directors or executive officers or, to the Corporation's knowledge, any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:

 

(a) is, as at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any corporation (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

(b) has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; or
     
  (c) has been subject to:

 

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

 

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

 

Stephen Quin was a director of Mercator Minerals Ltd. (“Mercator”) when it filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada) (the “BIA”) on August 26, 2014. Mr. Quin ceased to be a director on September 4, 2014. Pursuant to section 50.4(8) of the BIA, Mercator was deemed to have filed an assignment in bankruptcy on September 5, 2014 as a result of allowing the ten-day period within which Mercator was required to submit a cash flow forecast to the Official Receiver to lapse.

 

Mr. Nixon was a Director of Stornoway Diamond Corporation (Stornoway) until May 2019. Stornoway filed for protection under the Companies’ Creditors Arrangement Act (CCAA) on September 9, 2019. The CCAA process was concluded by order of the Superior Court of Quebec in November 2019 and Stornoway’s operating subsidiary emerged from such process, continuing its operations on a going concern basis after the successful implementation of Stornoway’s restructuring transactions. In November 2019, Stornoway made a voluntary assignment into bankruptcy pursuant to the Bankruptcy and Insolvency Act,

 

Conflicts of Interest

 

The directors of the Corporation are required by law to act honestly and in good faith with a view to the best interests of the Corporation and to disclose any interests which they may have in any project or opportunity of the Corporation. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Corporation will participate in any project or opportunity, that director will primarily consider the degree of risk to which the Corporation may be exposed and its financial position at that time.

 

To the best of the Corporation’s knowledge, there are no known existing or potential conflicts of interest among the Corporation, its directors or officers as a result of their outside business interests, except that certain of the directors and officers serve as directors and/or officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise. Of the Corporation’s eight directors, two are the nominee directors of Paulson & Co. Inc. and one is the nominee director of Barrick Gold Corporation (the “Nominee Directors”). Although the Nominee Directors may have been placed on the Corporation’s board of directors by their respective companies, the Nominee Directors must, in exercising their fiduciary duties, act in the best interests of the Corporation and not in the best interests of their nominator.

 

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The directors and officers of the Corporation are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Corporation will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. In accordance with the Business Corporations Act (British Columbia), such directors or officers will disclose all such conflicts and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

 

CERTAIN CORPORATE GOVERNANCE CONSIDERATIONS

 

The following disclosure is provided to augment the corporate governance disclosure pursuant to National Instrument NI 58-101 Disclosure of Corporate Governance Practices in the Corporation's most recently filed management information circular

 

Director Term Limits and Other Mechanisms of Board Renewal

 

The Corporation has not adopted term limits for its directors. The Corporation believes that term limits are an arbitrary mechanism for removing directors and can result in highly qualified and experienced directors forced out solely based on the length of their service. The Corporation's Corporate Governance and Nominating Committee, however, reviews on at least an annual basis the size, composition, mandate and performance of the Board and the various committees of the Board, and makes recommendations for appointment, removal of directors, or other adjustments as appropriate. In addition, the composition of the Corporation’s board has changed considerably since inception, with only three directors having been with the Corporation since inception, thereby providing effective renewal of the board.

 

To ensure adequate renewal of the Board, the Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and the committees of the Board to determine whether changes in size, personnel or responsibilities are warranted or advisable. To assist in its review, the Board will conduct informal surveys of its directors, receive an annual report from the Corporate Governance and Nominating Committee on its assessment of the functioning of the Board, and reports from each committee respecting each committee's own effectiveness.

 

As part of its annual review, the Board assesses the skills of its Board members in a variety of areas critical to the effective oversight of the Corporation. These assessments with regard to skills ensure that the Board possesses the requisite expertise, experience, and operational and business insight for the effective stewardship of the Corporation, and a summary of the results are disclosed in the Corporation's most recently filed management information circular. As part of its assessment, the Board also considers, among other diversity factors, whether there are women on the Board and the committees.

 

The results of such assessments and surveys are reported to the Board and the Chairman, together with any recommendations from the Corporate Governance and Nominating Committee for improving the composition of the Board.

 

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The Corporate Governance and Nominating Committee has considered whether to propose that the Board adopt term limits for directors and has determined not to do so after consideration of a number of factors, including the significant advantages associated with the continued involvement of long-serving directors who have gained a deep understanding of the Corporation's projects, operations and objectives during their tenure; the experience, corporate memory and perspective of such directors; the annual review processes performed by the Board and its committees; the professional experience, areas of expertise and personal character of members of the Board; the actual changes in board composition over the years, and the current needs and objectives of the Corporation.

 

Environmental, Social and Governance Policies

 

From its beginning, Midas Gold has made the environment, social responsibility and good governance (“ESG”) a priority and the foundation of everything it does and, in 2019, the Corporation adopted a formal ESG Policy which sets out the guiding principals that it and its subsidiaries follow with regards to environmental protection, social considerations and good governance. Through the approval of the ESG Policy and other corporate initiatives, the Corporation is demonstrating these commitments through its actions and reports on them regularly. Additional information regarding Midas Gold’s ESG initiatives can be found here https://midasgoldcorp.com/company/esg/

 

The Corporation maintains a written Code of Conduct and Ethical Values Policy (Code), which sets out standards of behaviour required by all employees in conducting the business and affairs of Midas Gold and its subsidiaries. Compliance with the Code is mandatory for all employees, officers and directors, and the full text may be viewed on the Corporation’s web site. Included within the Code is a requirement that all employees comply with all laws and governmental regulations applicable to the Corporation’s activities, including but not limited to, maintaining a safe and healthy work environment, promoting a workplace that is free from discrimination or harassment and conducting all activities in full compliance with all applicable environmental and securities laws.

 

Policies Regarding the Representation of Women on the Board

 

The Corporation adopted a Diversity Policy which sets forth the Corporation’s commitment and approach to achieving and maintaining diversity on its Board and in Executive Officer or Senior Management positions. In this Policy, diversity refers to all the characteristics that make individuals different from each other. It includes, but is not limited to, characteristics such as gender, geographical representation, education, skills and experience, ethnicity, age and personal circumstances.

 

The Corporate Governance and Nominating Committee has had considerable discussion regarding gender diversity and the benefits thereof and the Corporation is committed to gender diversity on the Board and the boards of directors of its subsidiaries, as well as at the senior levels of management. The Board ensures, in the process of ongoing Board renewal and the continuing search for a diverse mix of talent and competency, that, where possible, new appointments will advance the Corporation's commitment to diversity in a timely fashion.

 

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Consideration of the Representation of Women in the Director and Executive Officer Identification and Selection Process

 

Board and Executive Officer Appointments

 

In accordance with the Diversity Policy, the Board, with the assistance of the Corporate Governance and Nominating Committee or any other person who identifies or nominates Board members or Executive Officers for appointment, will, in the process of identifying and considering candidates for appointment/election to the Board or to Executive Officer positions:

 

· review the Board skills & competencies assessments, developed and maintained to identify the skills and competencies required for the Board and to monitor how those requirements are currently satisfied, along with potential areas for growth and improvement;

 

· review the current list of potential candidates, developed and maintained to the extent feasible to address the diversity objectives of the Diversity Policy;

 

· consider candidates who are highly qualified based on their experience, professional expertise, personal skills, qualities and values;

 

· consider diversity criteria defined in the Diversity Policy and specifically the level of representation of women on the Board, in Executive Officer and Senior Management positions, in order to promote gender diversity;

 

· take into account that qualified candidates for Directors may be found in a broad range of organizations, including privately held businesses, profit and not-for profit associations, academic institutions and other entities in addition to the traditional candidate pool of corporate directors; and

 

· engage, where appropriate, qualified independent executive search firms to conduct searches for candidates, to help achieve the Corporation’s diversity objectives in relation to the Board and Executive Officer positions.

 

Senior Management Appointments

 

In accordance with the Diversity Policy, the Chief Executive Officer of Midas Gold, with the assistance of the Chief Executive Officer of MGII, will, when identifying and considering the selection of candidates for appointment/promotion to Senior Management positions:

 

· consider candidates who are highly qualified based on their experience, professional expertise, personal skills, qualities and values;

 

· consider diversity criteria defined in this Policy and specifically the level of representation of women in Senior Management positions, in order to promote gender diversity;

 

· take into account that qualified candidates may be found in a broad range of organizations, including privately held businesses, profit and not-for profit associations, academic institutions and other entities in addition to the traditional candidate pool of corporate senior managers;

 

· engage, where appropriate, qualified independent executive search firms to conduct searches for candidates, to help achieve the Corporation’s diversity objectives in relation to Senior Management positions.

 

Issuer's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

 

The Corporation has not, at this time, established fixed targets in relation to any specific diversity characteristics, however, it aspires towards meaningful progress being achieved in future with respect to the number of women on the Board and in Executive Officer or Senior Management positions.

 

The Corporation believes that adopting such targets may unduly restrict its ability to nominate, select, hire or promote the best candidate for the position in question, however, the Corporation remains committed to an inclusive and diverse Board and workplace. The Corporation intends to continue to include gender and other diversity measures as among the factors that are considered when nominating directors and hiring executive officers.

 

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Number of Women on the Board and in Executive Officer Positions

 

Of the Corporation's current Board of eight directors, there is one female director. The Board of MGII, the Corporation’s wholly-owned operating subsidiary, consists of seven directors, three of which are female.

 

Laurel Sayer is the President & CEO of MGII, Mckinsey Lyon is the VP of External Affairs for MGII and Liz Monger is Manager, Investor Relations and Corporate Secretary of Midas Gold Corp.

 

AUDIT COMMITTEE INFORMATION

 

The following is the text of the Corporation’s Audit Committee Mandate:

 

Audit Committee Mandate

 

A. PURPOSE

 

The overall purpose of the Audit Committee (the “Committee”) of Midas Gold Corp. (the “Corporation”) is assist the board of directors (the “Board”) of the Corporation in fulfilling its oversight responsibilities for:

 

1. the integrity, quality and transparency of the Corporation’s financial statements;

 

2. the Corporation’s internal control over financial reporting;

 

3. the Corporation’s compliance with legal and regulatory requirements which relate to financial reporting;

 

4. the appointment (subject to shareholder ratification) of the Corporation’s external auditor and approval of its compensation as well as responsibility for its independence, qualifications and performance of all audit and audit related work; and

 

5. such other duties as assigned to it from time to time by the Board.

 

The function of the Committee is oversight. The members of the Committee are not full-time employees of the Corporation. The Corporation’s management is responsible for the preparation of the Corporation’s financial statements in accordance with applicable accounting standards and applicable laws and regulations. The Corporation’s external auditor is responsible for the audit and quarterly review, when applicable, of the Corporation’s financial statements in accordance with applicable auditing standards and laws and regulations.

 

In carrying out its oversight role, the Committee and the Board recognize that the Corporation’s management is responsible for:

 

1. implementing and maintaining suitable internal controls and disclosure controls;

 

2. the preparation, presentation and integrity of the Corporation’s financial statements; and,

 

3. the appropriateness of the accounting principles and reporting policies that are used by the Corporation.

 

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B. COMPOSITION, PROCEDURES AND ORGANIZATION

 

1. The Committee shall consist of at least three members of the Board. The Board will appoint members to the Committee and the Committee will elect a Committee Chair from among the Committee’s membership.

 

2. The Board will ensure that the Chair of the Committee and its members are independent and financially literate, as defined in National Instrument 52-110 (“NI 52-110”).

 

3. The Committee will meet at least four times a year. The Chair of the Committee has the authority to convene additional meetings, as circumstances warrant. The Committee will invite members of management, the auditor or others to attend meetings and provide pertinent information, as necessary. The Committee will hold private meetings with each of the external auditor, and senior management. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.

 

4. No business shall be transacted by the Committee, except at a meeting where a majority of the members are present, either in person or by teleconference or video conference.

 

5. The Committee may:

 

a. engage outside legal, audit or other counsel and/or advisors at the Corporation’s expense, without the prior approval of the directors of the Corporation;

 

b. set and pay the compensation of any advisors employed by the Committee;

 

c. review any corporate counsel’s reports of evidence of a material violation of security laws or breaches of fiduciary duty;

 

d. seek any information it requires from employees – all of whom are directed to cooperate with the Committee’s request – or external party; and

 

e. meet and/or communicate directly with the Corporation’s officers, the external auditor or outside counsel, as necessary.

 

6. The Committee’s business will be recorded in minutes of the Committee meetings, which shall be submitted to the Board. The Committee Secretary will normally be the Corporate Secretary.

 

C. ROLES AND RESPONSIBILITIES

 

The Committee will carry out the following duties and responsibilities:

 

1. Financial Statements and Related Disclosure Documents

 

The duties and responsibilities of the Committee as they relate to the financial statements and related disclosure documents are to:

 

(a) review and discuss with management and the external auditor, when the external auditor is engaged to perform an interim review, the interim and annual consolidated financial statements and the related disclosures contained in Management’s Discussion and Analysis and recommend these documents to the Board for approval, prior to the public disclosure of this information by the Corporation. Such discussion shall include:

 

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I. the external auditor’s judgment about the quality, not just the acceptability, of accounting principles applied by the Corporation;

 

II. the reasonableness of any significant judgments made;

 

III. the clarity and completeness of the financial statement disclosure;

 

IV. any accounting adjustments that were noted or proposed by the external auditor but were not made (whether immaterial or otherwise); and

 

V. any communication between the audit team and their national office relating to accounting or auditing issues encountered during their work.

 

(b) review and recommend approval to the Board of the following financial sections of:

 

I. annual Report to shareholders;

 

II. Annual Information Form

 

III. prospectuses;

 

IV. annual and interim press release disclosing financial results, when applicable; and,

 

V. other financial reports requiring approval by the Board.

 

(c) review disclosures related to any insider and related party transactions.

 

2. Internal Controls

 

The duties and responsibilities of the Committee as they relate to internal and disclosure controls as well as financial risks of the Corporation are to:

 

a) periodically review and assess with management and the external auditor the adequacy and effectiveness of the Corporation’s systems of internal control over financial reporting and disclosure, including policies, procedures and systems to assess, monitor and manage the Corporation’s assets, liabilities and expenses. In addition, the Committee will review and discuss the appropriateness and timeliness of the disposition of any recommendations for improvements in internal control over financial reporting and disclosure procedures;

 

b) obtain and review reports of the external auditor on significant findings and recommendations on the Corporation’s internal controls, together with management’s responses; and,

 

c) periodically discuss with management, the Corporation’s policies regarding financial risk assessment and financial risk management, including an annual review of insurance coverage. While it is the responsibility of management to assess and manage the Corporation’s exposure to financial risk, the Committee will discuss and review guidelines and policies that govern the process. The discussion may include the Corporation’s financial risk exposures and the steps management has taken to monitor and control such exposures, including hedging, foreign exchange, internal controls, and cash and short-term investments.

 

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3. External Auditor

 

The duties and responsibilities of the Committee as they relate to the external auditor of the Corporation shall be to:

 

a) receive reports directly from and oversee the external auditor;

 

b) discuss with representatives of the external auditor the plans for their quarterly reviews, when applicable, and annual audit, including the adequacy of staff and their proposed fees and expenses. The Committee will have separate discussions with the external auditor, without management present, on:

 

(i) the results of their annual audit and applicable quarterly reviews;

 

(ii) any difficulties encountered in the course of their work, including restrictions on the scope of activities or access to information;

 

(iii) management’s response to audit issues and, when applicable, quarterly review issues; and,

 

(iv) any disagreements with management.

 

c) pre-approve all audit and allowable non-audit fees and services to be provided by the external auditor in accordance with securities laws and regulations. The Committee will pre-approve all audit and non-audit services to be provided by the external auditor in advance of work being started on such services. The Committee Chair may approve proposed audit and non-audit services between Committee meetings and will bring any such approvals to the attention of the Committee at its next meeting;

 

d) recommend to the Board that it recommend to the shareholders of the Corporation the appointment and termination of the external auditor;

 

e) receive reports in respect of quarterly reviews, when applicable, and audit work of the external auditor and, where applicable, oversee the resolution of any disagreements between management and the external auditor;

 

f) ensure that at all times there are direct communication channels between the Committee and the external auditor of the Corporation to discuss and review specific issues, as appropriate;

 

g) meet separately, on a regular basis, with management and the external auditor to discuss any issues or concerns warranting Committee attention. As part of this process, the Committee shall provide sufficient opportunity for the external auditor to meet privately with the Committee;

 

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h) at least annually, assess the external auditor’s independence and receive a letter each year from the external auditor confirming its continued independence;

 

i) allow the external auditor of the Corporation to attend and be heard at any meeting of the Committee;

 

j) review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the external auditor to ensure compliance with NI 52-110;

 

k) review and report quarterly to the Board on the Company’s compliance with the Anti-Bribery/Anti-Corruption Policy;

 

l) at least annually, evaluate the external auditor’s qualifications, performance and independence and report the results of such review to the Board; and

 

4. Whistleblower

 

The duties and responsibilities of the Committee as they relate to the Whistleblower Policy of the Corporation shall be to:

 

(a) establish and review procedures established with respect to employees and third parties for:

 

(i) the receipt, retention and treatment of complaints received by the Corporation, confidentially and anonymously, regarding accounting, financial reporting and disclosure controls and procedures, or auditing matters; and

 

(ii) dealing with the reporting, handling and taking of remedial action with respect to alleged violations of accounting, financial reporting and disclosure controls and procedures, or auditing matters, as well as certain other alleged illegal or unethical behaviour, in accordance with the Corporation’s related policy and procedures.

 

5. Compliance

 

The duties and responsibilities of the Committee as they relate to the Corporation’s Compliance are to:

 

(a) review disclosures made by the Corporation’s Chief Executive Officer and Chief Financial Officer regarding compliance with their certification obligations as required by the regulators;

 

(b) review the Corporation’s Chief Executive Officer and Chief Financial Officer’s quarterly and annual assessments of the design and operating effectiveness of the Corporation’s disclosure controls and procedures and internal control over financial reporting, respectively;

 

(c) review the findings of any examination by regulatory agencies, and any auditor observations; and

 

(d) receive reports, if any, from management and corporate legal counsel of evidence of material violation of securities laws or breaches of fiduciary duty.

 

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6. Reporting Responsibilities

 

It is the duty and responsibility of the Committee to:

 

(a) regularly report to the Board on Committee activities, issues and related recommendations; and,

 

(b) report annually to the shareholders, describing the Committee’s composition, responsibilities and how they are discharged, and any other information required by legislation.

 

7. Other Responsibilities

 

Other responsibilities of the Committee are to:

 

(a) perform any other related activities as requested by the Board;

 

(b) review and assess the adequacy of the Committee mandate annually, requesting Board approval for proposed changes; and

 

(c) institute and oversee special investigations, as needed.”

 

Composition of the Audit Committee

 

The following individuals are the members of the Audit Committee:

 

Donald Young Independent(1) Financially literate(1)
Peter Nixon Independent(1) Financially literate(1)
Keith Allred Independent(1) Financially literate(1)

 

(1)       As defined by NI 52-110.

 

Audit Committee Member Education and Experience

 

Donald Young, FCPA, FCA is a retired KPMG audit partner. For a number of years, he also worked as a KPMG management consulting partner focused on operational and organization reviews, governance, and control/risk management. Before joining KPMG, he worked for Placer Development Ltd. (now Barrick Gold Corporation). He currently serves on the board of Dundee Precious Metals Inc. He has served on the boards of other publicly listed mining companies and served on the governing boards of not-for-profit organizations, including Science World British Columbia, British Columbia Safety Authority and the Canadian Institute of Chartered Accountants. Mr. Young is a Fellow and past President of the British Columbia Chartered Accountants and is a member of the Institute of Corporate Directors.

 

A graduate of McGill University, Mr. Nixon spent more than three decades in the investment industry specializing in the Natural Resources sectors, as part of the Research and Institutional Sales teams. A founding partner of Goepel Shields and Partners, he was President of that firm's subsidiary in the United States. He is a member of the Institute of Corporate Directors and has completed the Financial Literacy for Directors Program at the Rotman School of Business and currently sits on the audit committees of two other publicly traded mining companies

 

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Mr. Allred is the Executive Director of the National Institute for Civil Discourse.  He was a senior partner at the Cicero Group, a 250-person strategy consulting firm ranked 12th best boutique consulting firm in the world by Vault.com.  He led major engagements advising companies ranging from $3 billion to $140 billion in revenue, including cost cutting initiatives and post merger integrations.  Prior to Cicero, he served as COO of Health Catalyst where his leadership was key to attracting a significant investment by Sequoia Capital.   Mr. Allred has also served as a professor at Harvard's Kennedy School of Government and at Columbia University, in addition to teaching executive programs at Oxford’s Said School of Business.  He holds a PhD in from UCLA’s Anderson School of Management and BA from Stanford University.

 

Audit Committee Oversight

 

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board.

 

Pre-Approval Policies and Procedures

 

All non-audit services must be pre-approved by the Committee, or if a request is made between Committee meetings, the Committee Chair may pre-approve a request for non-audit services, but the Chair must advise other Committee members of such pre-approval no later than the next regularly scheduled Committee meeting. In no event can the external auditor undertake non-audit services prohibited by legislation or professional standards.

 

External Auditor Service Fees (By Category)

 

The aggregate fees billed by the Corporation’s external auditor, Deloitte LLP, Chartered Professional Accountants, in the year ended December 31, 2019 and December 31, 2018 for audit service fees were as follows:

 

Fiscal Period Ended   Audit Fees(1)     Audit Related Fees (2)     Tax Fees   All Other Fees
December 31, 2019   $ 105,000     $ 55,000     Nil   Nil
December 31, 2018   C$ 53,500       Nil     Nil   Nil

 

(1) Audit Fees relate to the audit of the Corporation’s annual Financial Statements and the review of the Corporation’s interim Financial Statements.

 

(2) Audit Related Fees relate to services performed by the auditor in their review of documents that include or refer to their independent auditor’s report.

 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

 

The directors, executive officers and principal shareholders of the Corporation or any associate or affiliate of the foregoing have had no material interest, direct or indirect, in any transactions in which the Corporation has participated within the three most recently completed financial periods prior to the date of this AIF or in the current financial year, and do not have any material interest in any proposed transaction, which has materially affected or is reasonably expected to materially affect the Corporation, except as set out elsewhere in this AIF and immediately below.

 

Certain directors and/or officers of the Corporation have subscribed for common shares of the Corporation pursuant to the public and private placement financings of the Corporation. In addition, certain directors and/or officers of the Corporation have been granted stock options under the Corporation's Stock Option Plan.

 

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TRANSFER AGENTS AND REGISTRARS

 

The registrar and transfer agent for the common shares of the Corporation is Computershare Investor Services Inc. at its principal office located at 3rd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9.

 

MATERIAL CONTRACTS

 

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by the Corporation that are still in effect:

 

1. Royalty agreement with Franco-Nevada Idaho Corporation dated as of May 9, 2013;

 

2. Share subscription agreement with Teck Resources Limited dated July 7, 2013;

 

3. Trust Indenture among Idaho Gold Resources Company, LLC (“Idaho Gold”), the Corporation, and Computershare Trust Company of Canada dated March 17, 2016;

 

4. Investor Rights Agreement among the Corporation, Idaho Gold and Paulson dated March 17, 2016, as amended May 9, 2018 and March 17, 2020;

 

5. Guarantee Indenture among the Corporation, Idaho Gold and Computershare Trust Company of Canada dated March 17, 2016;

 

6. Supplemental Trust Indenture #1 among Idaho Gold, the Corporation, and Computershare Trust Company of Canada dated April 4, 2016;

 

7. Investor Rights Agreement between the Corporation and Barrick dated May 16, 2018, as amended;

 

8. Trust Indenture among Idaho Gold, the Corporation, and Computershare Trust Company of Canada dated March 17, 2020; and

 

9. Guarantee Indenture among the Corporation, Idaho Gold and Computershare Trust Company of Canada dated March 17, 2020.

 

See "Three-year History and Significant Acquisitions" for further details on each of the material contracts.

 

Copies of all material contracts or summaries thereof in Material Change Reports are available on SEDAR at www.sedar.com under the Corporation’s profile.

 

INTERESTS OF EXPERTS

 

Names of Experts

 

The following persons or companies whose profession or business gives authority to a statement made by the person or company are named in the AIF as having prepared or certified a part of that document or a report of valuation described in the AIF:

 

1. Conrad E. Huss, P.E. of M3 Engineering & Technology Corp., Garth D. Kirkham, P.Geo., Christopher J. Martin, C.Eng., John M. Marek, P.E., Allen R. Anderson, P.E., Richard C. Kinder, P.E., Peter E. Kowalewski, P.E., all of whom are Qualified Persons, were the authors responsible for the preparation of the PFS Technical Report;
     
2. Garth Kirkham, P.Geo., of Kirkham Geosystems Ltd. is the Qualified Person responsible for the February 2018 Yellow Pine and Hangar Flats mineral resource estimates;

 

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3. Bart Stryhas, C.P.G. and former Chief Geologist of the Stibnite Mine (part of the West End deposit), is the Qualified Person responsible for the February 2018 West End mineral resource estimate and West End geologic model; and
     
  4. The audited financial statements of the Corporation for the years ended December 31, 2019, 2018 and 2017 have been subject to audit by Deloitte LLP, Chartered Professional Accountants.

 

Interests of Experts

 

Based on information provided by the relevant persons in item 1 above, to the knowledge of the Corporation none of such persons has held, or received or will receive, any registered or beneficial interests, direct or indirect, in any securities or other property of the Corporation or of one of the Corporation's associates or affiliates (based on information provided to the Corporation by such experts) or is expected to be elected, appointed or employed as a director, officer or employee of the Corporation or of any associate or affiliate of the Corporation.

 

Deloitte LLP, Chartered Professional Accountants, as auditor of the Corporation, has confirmed that they are independent with respect to the Corporation within the meaning of the Code (of Professional Conduct of the Chartered Professional Accountants of British Columbia.

 

ADDITIONAL INFORMATION

 

Additional information relating to the Corporation may be found on SEDAR at www.sedar.com, as well as at the Corporation’s web site at www.midasgoldcorp.com.

 

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Corporation's securities, and securities authorized for issuance under equity compensation plans, is contained in the Corporation's information circular for its most recent annual general meeting of security holders that involved the election of directors.

 

Additional financial information is provided in the Corporation's consolidated financial statements and management's discussion and analysis for its most recently completed financial year, being the year ended December 31, 2019.

 

Page | 87

 

 

 

Exhibit 99.2

 

  

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(expressed in US Dollars)

  

 

 

  Deloitte LLP
2800 - 1055 Dunsmuir Street
4 Bentall Centre
Vancouver BC V7X 1P4
Canada

 

Independent Auditor’s Report Tel: (604) 669-4466
Fax: (604) 685-0395
www.deloitte.ca

 

To the Shareholders of Midas Gold Corp.

 

Opinion

 

We have audited the consolidated financial statements of Midas Gold Corp. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2019 and 2018, and the consolidated statements of net loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

 

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

Basis for Opinion

 

We conducted our audit in accordance with Canadian generally accepted auditing standards (“Canadian GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Other Information

 

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

 

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

 

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

 

Responsibilities of Management and Those Charged with Governance for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

 

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with Canadian GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

The engagement partner on the audit resulting in this independent auditor’s report is Jayana Darras.

 

(To be signed “/s/ Deloitte LLP”)

 

Chartered Professional Accountants

Vancouver, British Columbia

March 18, 2020

 

 

 

Midas Gold Corp.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at December 31, 2019 and December 31, 2018

(Expressed in US dollars)

 

    Notes     December 31, 2019     December 31, 2018  
ASSETS                        
CURRENT ASSETS                        
Cash and cash equivalents           $ 17,504,622     $ 29,886,558  
Receivables             123,576       264,047  
Prepaid expenses             782,416       270,161  
            $ 18,410,614     $ 30,420,766  
NON-CURRENT ASSETS                        
Buildings and equipment     5     $ 247,103     $ 396,881  
Right-of-use assets     4       423,774       -  
Exploration and evaluation assets     6       71,423,369       71,132,883  
            $ 72,094,246     $ 71,529,764  
TOTAL ASSETS           $ 90,504,860     $ 101,950,530  
                         
LIABILITIES AND EQUITY                        
CURRENT LIABILITIES                        
Trade and other payables           $ 4,228,719     $ 2,921,175  
Warrant derivative (i)     7       274,723       454,819  
Lease liabilities     4       178,294       -  
            $ 4,681,736     $ 3,375,994  
NON-CURRENT LIABILITIES                        
Convertible notes     8     $ 27,336,373     $ 23,433,664  
Convertible note derivative (ii)     9       25,478,212       48,479,797  
Non-current lease liabilities     4       265,563       -  
            $ 53,080,148     $ 71,913,461  
TOTAL LIABILITIES           $ 57,761,884     $ 75,289,455  
                         
EQUITY                        
Share capital     10     $ 283,489,579     $ 267,595,776  
Equity reserve     10       25,882,517       24,394,532  
Deficit             (276,629,120 )     (265,329,233 )
TOTAL EQUITY           $ 32,742,976     $ 26,661,075  
TOTAL LIABILITIES AND EQUITY           $ 90,504,860     $ 101,950,530  

 

Approved on behalf of the Board of Directors:
 
/s/ Stephen Quin   /s/ Donald Young
Stephen Quin - Director   Donald Young - Director

 

Footnotes:

 

(i) The warrant derivative is valued at fair value in accordance with International Financial Reporting Standards (“IFRS”). There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants or options. See Note 7.
     
(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 9.

   

See accompanying notes to consolidated financial statements

 

3

 

 

Midas Gold Corp.

CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

    Notes     December 31, 2019     December 31, 2018  
EXPENSES                      
Consulting         $ 199,628     $ 44,001  
Corporate salaries and benefits           779,803       649,053  
Depreciation   4,5       249,300       267,085  
Directors’ fees           131,217       124,719  
Exploration and evaluation   11       26,877,306       25,072,224  
Office and administrative           141,743       177,495  
Professional fees           363,243       187,256  
Share based compensation   10       1,935,681       1,305,433  
Shareholder and regulatory           348,850       341,851  
Travel and related costs           215,920       241,063  
OPERATING LOSS         $ 31,242,691     $ 28,410,180  
                       
OTHER (INCOME) EXPENSES                      
Change in fair value of warrant derivative (i)   7     $ (180,096 )   $ 202,224  
Change in fair value of convertible note derivative (ii)   9       (24,786,758 )     22,783,374  
Finance costs   12       2,707,277       2,475,660  
Foreign exchange (gain) / loss           2,883,315       (5,946,729 )
(Gain)/loss on sale of building and equipment           (18,500 )     -  
Interest income           (548,042 )     (636,724 )
   Total other (income) loss         $ (19,942,804 )   $ 18,877,805  
                       
NET LOSS AND COMPREHENSIVE LOSS         $ 11,299,887     $ 47,287,985  
                       
NET LOSS PER SHARE, BASIC AND DILUTED         $ 0.04     $ 0.22  
                       

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED

          254,627,960       216,893,422  

 

Footnotes:

 

(i) The warrant derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants or options. See Note 7.
     
(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 9.

 

See accompanying notes to consolidated financial statements

 

4

 

 

 

Midas Gold Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars except for number of shares)

 

 

          Share Capital                    
    Note     Shares     Amount     Equity Reserve     Deficit     Total  
BALANCE, January 1, 2018           186,356,265     $ 228,787,138     $ 23,635,063     $ (218,041,248 )   $ 34,380,954  
Share based compensation   10       -       -       1,232,233       -       1,232,233  
Private placement   10       46,551,731       38,065,907       -       -       38,065,907  
Share issue cost   10       -       (542,635 )     -       -       (542,635 )
Shares issued from options   10       1,904,694       1,285,366       (472,764 )     -       812,601  
Net loss and comprehensive loss for the year           -       -       -       (47,287,985 )     (47,287,985 )
BALANCE, December 31, 2018           234,812,690     $ 267,595,776     $ 24,394,532     $ (265,329,233 )   $ 26,661,075  
Share based compensation   10       -       -       2,001,087       -       2,001,087  
Public offering   10       33,200,000       14,929,176       -       -       14,929,176  
Share issue cost   10       -       (844,832 )     -       -       (844,832 )
Shares issued to Stibnite Foundation (or share based payments)   10       1,500,000       877,500       -               877,500  
Shares issued through Stock Appreciation Rights   10       225,856       137,836       (203,241 )             (65,405 )
Exercise of options   10       1,386,950       794,123       (309,861 )     -       484,262  
Net loss and comprehensive loss for the year           -       -       -       (11,299,887 )     (11,299,887 )
BALANCE, December 31, 2019           271,125,496     $ 283,489,579     $ 25,882,517     $ (276,629,120 )   $ 32,742,976  

 

See accompanying notes to consolidated financial statements

 

5

 

 

Midas Gold Corp.

CONSOLIDATED STATEMENTS OF CHANGES OF CASE FLOWS

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars )

 

 

    Notes     December 31, 2019     December 31, 2018  
OPERATING ACTIVITIES:                  
Net loss         $ (11,299,887 )   $ (47,287,985 )
Adjustments for:                      
Share based compensation   10       2,001,087       1,305,433  
Share based payments   10       877,500       -  
Depreciation   4,5       249,300       267,085  
Accretion and interest expense   8,12       2,684,458       2,475,660  
Gain on disposal of buildings and equipment           (18,500 )     -  
Change in fair value of warrant derivative   7       (180,096 )     202,224  
Change in fair value of convertible note derivative   9       (24,786,758 )     22,783,374  
Unrealized foreign exchange (gain) loss           2,993,016       (5,966,416 )
Interest paid on leases   4       22,819       -  
Interest income           (548,042 )     (636,724 )
Changes in:                      
Receivables           149,925       (162,845 )
Prepaid expenses           (512,255 )     18,187  
Trade and other payables           1,307,544       (323,679 )
Net cash used in operating activities         $ (27,059,889 )   $ (27,325,685 )
INVESTING ACTIVITIES:                      
Investment in exploration and evaluation assets   6     $ (290,486 )   $ (275,290 )
Purchase of buildings and equipment   5       (20,456 )     (120,960 )
Sale of buildings and equipment           18,500       -  
Interest received           538,588       572,314  
Net cash provided by investing activities         $ 246,146     $ 176,063  
FINANCING ACTIVITIES:                      
Proceeds from issuance of common shares through financing   10     $ 14,929,176     $ 38,065,907  
Payment of transaction costs on issuance of common shares through financing   10       (844,832 )     (542,635 )
Proceeds from issuance of common shares through exercise of options           418,856       739,400  
Interest paid on convertible notes   8       (18,727 )     (19,276 )
Payment of lease liabilities           (81,803 )     -  
Net cash provided by financing activities         $ 14,402,670     $ 38,243,397  
Effect of foreign exchange on cash and cash equivalents           29,137       (122,640 )
Net increase (decrease) in cash and cash equivalents           (12,381,936 )     10,971,135  
Cash and cash equivalents, beginning of year           29,886,558       18,915,423  
Cash and cash equivalents, end of year         $ 17,504,622     $ 29,886,558  
                       
Cash         $ 410,701     $ 2,104,088  
Investment savings accounts           3,642,709       8,538,843  
GIC and term deposits           13,451,212       19,243,627  
Total cash and cash equivalents         $ 17,504,622     $ 29,886,558  

 

See accompanying notes to consolidated financial statements 

 

6

 

 

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

1.             Nature of Operations

 

Midas Gold Corp. (“the Corporation” or “Midas Gold”) was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA. The Corporation’s principal asset is 100% ownership in subsidiaries that control the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Corporation currently operates in one segment, mineral exploration in the United States. The corporate office of Midas Gold is located at 890-999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada.

 

2.            Basis of Preparation

 

a. Statement of Compliance

 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) as at December 31, 2019.

 

b. Basis of Presentation

 

These consolidated financial statements have been prepared on the historic cost basis except for certain financial instruments, which are measured at fair value as explained in the Summary of Significant Accounting Policies set out in Note 3.

 

These consolidated financial statements for the years ended December 31, 2019 and December 31, 2018 were approved and authorized for issue by the board of directors on March 12, 2020.

 

c. Adoption of New Accounting Standards

 

The Corporation applied IFRS 16 with a date of initial application of January 1, 2019 using the modified retrospective approach, under which the cumulative effect of initial application, if any, is recognized in retained earnings at January 1, 2019. The details of the changes in accounting policies are disclosed below.

 

At inception of a contract, the Corporation assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset (a right-to-use, or “ROU” asset) for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Corporation assesses whether:

 

- The contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset.
- The Corporation has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
- The Corporation has the right to direct the use of the asset. The Corporation has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Corporation has the right to direct the use of the asset if either:
o The Corporation has the right to operate the asset; or
o The Corporation designed the asset in a way that predetermines how and for what purpose it will be used.

 

7

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

2.            Basis of Preparation (continued)

 

If a contract is deemed to be, or contains, a lease, the Corporation recognizes an ROU asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The Corporation has elected not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement, as a practical expedient permissible under IFRS 16.

 

The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. The estimated useful lives of ROU assets are determined on the same basis as those of property and equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The ROU asset is presented as a separate line in the consolidated statement of financial position.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Corporation’s incremental borrowing rate. Both the current and non-current lease liability are presented as separate lines in the consolidated statement of financial position.

 

Lease payments to be included in the measurement of the lease liability comprise the following:

 

- Fixed payments, including in-substance fixed payments;
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- Amounts expected to be payable under a residual value guarantee; and
- The exercise price under a purchase option that the Corporation is reasonably certain to exercise, lease payments in an optional renewal if the Corporation is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Corporation is reasonably certain not to terminate early.

 

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Corporation’s estimate of the amount expected to be payable under a residual value guarantee, or if the Corporation changes its assessment of whether it will exercise a purchase, extension or termination option due to an event within the Corporation’s control.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

 

The Corporation has elected not to recognize ROU assets and lease liabilities for leases of low-value assets and short-term leases that have a lease term of less than 12 months and where extension clauses within the original contract have been fully utilized. The Corporation recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

In the comparative period, assets held under leases were all classified as operating leases under IAS 17 and were not recognized in the Corporation’s statement of financial position. Payments made under operating

 

8

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

2.            Basis of Preparation (continued)

 

leases were recognized in profit or loss on a straight-line basis over the term of the lease. There were no leases in place at the prior year end that would not qualify for the exemptions permissible for short-term leases and leases of low-value assets under IFRS 16.

 

3.            Summary of Significant Accounting Policies

 

a. Basis of Consolidation 

 

These consolidated financial statements include the financial statements of Midas Gold and its wholly owned subsidiary companies:

 

Midas Gold Idaho, Inc.;

Idaho Gold Resource Company, LLC; and

Stibnite Gold Company.

 

All intercompany transactions, balances, income and expenses, have been eliminated.

 

b. Functional and Presentation Currency

 

The functional and presentation currency of the Corporation and its subsidiaries is the US Dollar (“USD” or “$”). As the Midas Gold corporate office is located in Vancouver, BC, there are also certain transactions in Canadian Dollars (CAD or C$). All amounts in these consolidated financial statements are in USD, unless otherwise stated.

 

c. Cash and Cash Equivalents

 

For the purpose of the consolidated statements of financial position and consolidated statements of cash flows, the Corporation considers all highly liquid investments readily convertible to a known amount of cash with an original maturity of three months or less and subject to an insignificant risk of changes in value to be cash equivalents.

 

d. Financial Assets

 

Financial assets are classified into one of four categories, fair value through profit or loss (“FVTPL”), fair value through Other Comprehensive Income (“FVOCI”) as a debt investment, FVOCI as an equity investment and amortized cost.

 

The classification is determined at initial recognition and depends on the nature and purpose of the financial asset.

 

(i) FVTPL financial assets

 

Financial assets are classified as FVTPL when the financial asset is held for trading or it is designated as FVTPL. A financial asset is classified as held for trading if:

it has been acquired principally for the purpose of selling in the near future;
it is a part of an identified portfolio of financial instruments that the Corporation manages and has an actual pattern of short-term profit-taking; or
it is a derivative that is not designated and effective as a hedging instrument.

 

9

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

Financial assets classified as FVTPL are stated at fair value with any resultant gain or loss recognized in profit or loss. The net gain or loss recognized incorporates any dividend or interest earned on the financial asset. Transaction costs related to assets classified as FVTPL are expensed. The Corporation does not have any assets classified as FVTPL financial assets.

 

(ii) FVOCI financial assets – debt investments

 

Financial assets are classified as FVOCI – debt investments if both of the following conditions are met:

The asset is held within a business model whose objective is achieved by both holding the financial asset in order to collect contractual cash flows and selling the financial asset, and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

The Corporation does not have any assets classified as FVOCI – debt investments.

 

(iii) FVOCI financial asset – equity investments

 

IFRS 9 requires all equity investments to be measured at fair value, with a default approach of recognizing all changes in fair value through profit or loss. For equity investments that are not held for trading, entities can make irrevocable election at initial recognition to classify the instruments as at FVOCI, with all subsequent changes in fair value being recognized in other comprehensive income (OCI). Under this new category, fair value changes are recognized in OCI while dividends

are recognized in profit and loss. The Corporation does not have any assets classified as FVOCI – equity investments.

 

(iv) Amortized cost

 

Financial assets are classified as amortized cost if both of the following conditions are met:

The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

These assets are subsequently measured at amortized cost using the effective interest method.

 

(v) Effective interest method

 

The effective interest method calculates the amortized cost of a financial asset and allocates interest income over the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial asset, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

 

(vi) Impairment of financial assets

 

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each period end. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

 

10

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

Objective evidence of impairment could include the following:

significant financial difficulty of the issuer or counterparty;
default or delinquency in interest or principal payments;
it has become probable that the borrower will enter bankruptcy or financial reorganization; or
a significant or prolonged decline in value.

 

For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.

 

The carrying amount of all financial assets, excluding trade receivables, is directly reduced by the impairment loss. The carrying amount of trade receivables is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease relates to an event occurring after the impairment was recognized; the previously recognized impairment loss is reversed through profit or loss. On the date of impairment reversal, the carrying amount of the financial asset cannot exceed its amortized cost had impairment not been recognized.

 

(vii)     Derecognition of financial assets

 

A financial asset is derecognized when:

the contractual right to the asset’s cash flows expire; or
if the Corporation transfers the financial asset and substantially all risks and rewards of ownership to another entity.

 

e. Financial Liabilities and Equity

 

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

 

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Corporation are recorded at the proceeds received, net of direct issue costs.

 

Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.

 

(i) Other financial liabilities

 

Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

 

11

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expenses over the corresponding period. The effective interest rate is the rate that exactly discounts estimated future cash payments over the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

 

The Corporation has classified trade and other payables and Convertible Notes as other financial liabilities. The Corporation has classified the warrant derivative and Convertible Note Derivative as FVTPL.

 

(ii) Derecognition of financial liabilities

 

The Corporation derecognizes financial liabilities when, and only when, the Corporation’s obligations are discharged, cancelled or they expire.

 

f. Exploration and Evaluation Assets and Expenses

 

Exploration and evaluation assets are recorded at cost less accumulated impairment losses, if any. All direct costs related to the acquisition of mineral properties are capitalized until the technical feasibility and commercial viability of the asset is established, at which time the capitalized costs are reclassified to mineral properties under development. Technical feasibility and commercial viability are defined as (1) the determination of mineral reserves and (2) a decision to proceed with development has been recommended by management and approved by the Corporation’s board of directors. Exploration and evaluation costs, subsequent to acquisition, are expensed until it has been established that a mineral property is technically feasible and commercially viable, and a mine development decision has been made by the Corporation.

 

Thereafter, the Corporation will capitalize expenditures subsequently incurred to develop the mine, prior to the start of mining operations.

 

Management reviews the facts and circumstances to determine whether there is an indication that the carrying amount of the exploration and evaluation assets exceeds the recoverable amount at each reporting date. Indication includes but is not limited to, the expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor planned and if the entity has decided to discontinue exploration activity in the specific area. If facts and circumstances exist that indicate that the assets are impaired, management will assess whether the carrying value exceeds recoverable value, and the Corporation will impair the carrying value of the property.

 

Where the Corporation has determined that impairment indicators exist, the Corporation will also assess for impairment under IAS 36 Impairment of assets, whereby the cash generating unit (“CGU”) is assessed for impairment by comparing the carrying value to its recoverable amount, which is the higher of the value in use and the fair value less costs to sell. The fair value less costs to sell is determined by the best information available to reflect the amount the Corporation could receive for the CGU in an arm’s length transaction.

 

g. Loss Per Share

 

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of share purchase options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding share purchase options were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting periods. All share purchase options and warrants were anti-dilutive for the years presented.

 

12

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

h. Foreign Currency Translation

 

Transactions in currencies other than the entity’s functional currency are recorded at the exchange rate prevailing at the dates of the transactions. Monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities carried at fair value are translated using the historical rate on the date the fair value was determined. All gains and losses on translation of these foreign currency transactions are included in the consolidated Statement of Net Loss and Comprehensive Loss.

 

i. Income Taxes

 

Income tax expense consists of current and deferred tax expense. Income tax expense is recognized in the Statement of Net Loss and Comprehensive Loss.

 

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

 

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the substantively enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Corporation does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is derecognized.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Corporation intends to settle its current tax assets and liabilities on a net basis.

 

j. Share Based Compensation

 

The Corporation grants share purchase options to directors, officers, employees and consultants. The board of directors grants such options for periods of up to five years, with vesting periods determined at its sole discretion and at prices equal to or greater than the closing price on the day proceeding the day the options were granted.

 

The fair value of the options granted is measured at the grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period, which is the period over which all of the specific vesting conditions are satisfied. Forfeitures are estimated at the grant date. For awards with graded vesting, the fair value of each tranche is measured separately and recognized over its respective vesting period. The fair value is recognized as an expense with a corresponding increase in equity reserve. The amount recognized as expense is adjusted to reflect the number of share options which actually vest.

 

13

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

When the Corporation grants share purchase options, which only vest upon satisfaction of a contingent event, the fair value of the option is measured on the date of grant using the same valuation model and assumptions used for options without performance conditions. The Corporation will recognize compensation expense based on an estimate of performance condition that will be satisfied.

 

k. Reclamation and Remediation

 

The Corporation recognizes liabilities for statutory, contractual, constructive or legal obligations associated with buildings and equipment and exploration and evaluation assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value of such costs. The Corporation’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. The Corporation’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. The costs of rehabilitation projects that were included in the rehabilitation provision are recorded against the provision as incurred. As at December 31, 2019 and 2018, the Corporation had no rehabilitation liabilities.

 

l. Buildings and Equipment

 

Buildings and equipment are recorded at cost less depreciation, depletion and accumulated impairment losses, if any.

 

Where significant components of buildings and equipment have different useful lives, the components are accounted for as separate items. Expenditures incurred to replace a component that is accounted for separately, including major inspection and overhaul expenditures, are capitalized. Directly attributable expenses incurred for major capital projects are capitalized until the asset is brought to a working condition for its intended use. These costs include dismantling and site restoration costs to the extent these are recognized as a provision.

 

The cost of self-constructed assets includes the cost of materials, direct labour and an appropriate portion of normal overhead. The costs of day-to-day servicing are recognized in expenses as incurred, as “maintenance and repairs.”

 

The Corporation depreciates its assets, less their estimated residual values, as follows:

 

Category Method Useful life
Equipment and Vehicles Straight-line 3 to 7 years
Buildings Straight-line 5 to 10 years

 

The depreciation method, useful life and residual values are assessed annually.

 

m. Impairment

 

The Corporation’s tangible and intangible assets are reviewed for indications of impairment at each reporting date. If an indication of impairment exists, the asset’s recoverable amount is estimated to determine extent of impairment, if any. Where the asset does not generate independent cash inflows, the Corporation estimates the recoverable amount of the Cash Generating Unit (“CGU”) to which the asset belongs.

 

14

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

An impairment loss is recognized when the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit and loss for the period. The recoverable amount is the greater of the asset’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

n. Leases

 

Payments on leases that are considered to be short-term in nature or have low-value assets are expensed on a straight-line basis over the term of the relevant lease. Operating leases that are deemed to have an identifiable ROU asset are recorded in accordance with IFRS 16, as discussed in detail in Note 4 below.

 

o. Provisions

 

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received, and the amount receivable can be measured reliably.

 

p. Significant Accounting Estimates and Judgments

 

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results may differ from these estimates.

 

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

 

i) Probability of future economic benefits of exploration and evaluation costs

The application of the Corporation’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether it is probable that future economic benefits will be generated from the exploitation of an exploration and evaluation asset when activities have not yet reached a stage where a reasonable assessment of the existence of reserves can be determined. The estimation of mineral reserves is a complex process and requires significant assumptions and estimates regarding economic and geological data and these assumptions and estimates impact the decision to either expense or capitalize exploration and evaluation expenditures.

 

15

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

Upon determination of mineral reserves, the Corporation evaluates the commercial viability of the assets, based on the existence of mineral reserves as well as the ability to obtain permitting, financing and a commercially viable construction schedule. Upon making a decision to proceed with the development of the property, the exploration and evaluation assets would be reclassified to mineral properties under development.

 

ii) Functional currency

The functional currency for each of the Corporation's subsidiaries is the currency of the primary economic environment in which the entity operates. The Corporation has determined that the functional currency of each entity is the US dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Corporation reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

 

Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments are as follows:

 

i) Impairment of building and equipment and exploration and evaluation assets

Management considers both external and internal sources of information in assessing whether there are any indications that the Corporation's building and equipment and exploration and evaluation assets are impaired. External sources of information management considers include changes in the market, economic and legal environment in which the Corporation operates that are not within its control and affect the recoverable amount of its building and equipment and exploration and evaluation assets. Internal sources of information management considers include the manner in which mining properties and building and equipment are being used or are expected to be used and indications of economic performance of the assets.

 

ii) Mineral resource and reserve estimates

The figures for mineral resources and reserves are determined in compliance with the requirements of National Instrument 43-101, "Standards of Disclosure for Mineral Projects”, issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral resources and reserves, including many factors beyond the Corporation's control. Such estimation is a subjective process, and the accuracy of any mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Differences from management's assumptions (including economic assumptions such as metal prices and market conditions) could have a material effect in the future on the Corporation's financial position and results of operation.

 

iii) Valuation of share-based compensation, convertible note derivative and warrant derivative

The Corporation uses the Black-Scholes Option Pricing Model or other valuation models for valuation of share-based compensation, Convertible Note Derivative and warrant derivative. Option pricing models require the input of subjective assumptions including expected share price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Corporation's net loss and equity reserves.

 

16

 

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

4. Leases

 

The Corporation leases building space for the Corporate office in Vancouver, BC, and for the U.S. subsidiaries in Donnelly, ID and Boise, ID and has identified these leases to have ROU assets. As at December 31, 2019, these are the only leases identified to have ROU assets. The Corporation is utilizing an incremental borrowing rate of 10% for calculating lease liabilities and ROU assets.

 

ROU Assets

 

    Property  
Balance, January 1, 2019   $ -  
Additions     502,841  
Depreciation charge for the period     (79,067 )
Balance, December 31, 2019   $ 423,774  

 

Lease Liabilities

 

    December 31, 2019  
Maturity analysis – contractual undiscounted cash flows        
Less than one year   $ 212,896  
One to five years     282,893  
Total undiscounted lease liabilities at December 31, 2019   $ 495,789  
Lease liabilities included in the statement of financial position at December 31, 2019   $ 443,857  
Current   $ 178,294  
Non-Current   $ 265,563  

 

Amounts recognized in profit and loss

 

    December 31, 2019  
Depreciation expense of ROU assets   $ (79,067 )
Expenses relating to short-term leases     (146,918 )
Expenses relating to leases of low-value assets     (15,383 )
Interest on lease liabilities     (22,819 )

 

Payments made during the period for leases where the Corporation has elected to not recognize ROU assets and lease liabilities are recognized in the statement of net loss and comprehensive loss and presented in the table above.

 

Amounts recognized in the statement of cash flows

 

    December 31, 2019  
Total payments on lease liability   $ (81,803 )
Principal on leases     (58,984 )
Interest expense     (22,819 )

 

5. Buildings and Equipment

 

At December 31, 2019 and December 31, 2018, the Corporation’s buildings and equipment were as follows:

 

17

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

5. Buildings and Equipment (continued)

 

    Buildings     Equipment and
Vehicles
    Total  
Cost                        
Balance, December 31, 2017   $ 2,477,480     $ 4,697,590     $ 7,175,070  
Additions     -       120,960       120,960  
Balance, December 31, 2018   $ 2,477,480     $ 4,818,551     $ 7,296,031  
Additions     -       20,456       20,456  
Disposals     (157,189 )     (622,293 )     (779,482 )
Balance, December 31, 2019   $ 2,320,291     $ 4,216,714     $ 6,537,005  
                         
Accumulated Depreciation                        
Balance, December 31, 2017   $ 2,337,014     $ 4,295,051     $ 6,632,065  
Depreciation charge for the year     66,690       200,395       267,085  
Balance, December 31, 2018   $ 2,403,704     $ 4,495,446     $ 6,899,150  
Depreciation charge for the year     41,399       128,834       170,233  
Disposals     (157,189 )     (622,293 )     (779,482 )
Balance, December 31, 2019   $ 2,287,914     $ 4,001,995     $ 6,289,901  
                         
Carrying Value                        
Balance, December 31, 2018   $ 73,776     $ 323,105     $ 396,881  
Balance, December 31, 2019   $ 32,377     $ 214,726     $ 247,103  

 

During 2019, the Corporation removed the cost and accumulated depreciation of fully depreciated capital assets disposed of in the current and prior years. Depreciation expense on buildings and equipment for the years ended December 31, 2019 and December 31, 2018 was $170,233 and $267,085, respectively.

 

6. Exploration and Evaluation Assets

 

At December 31, 2019 and December 31, 2018, the Corporation’s exploration and evaluation assets at the Stibnite Gold Project were as follows:

 

    December 31,           December 31,  
    2018     Additions     2019  
Acquisition Costs                        
Interest on notes payable   $ 116,546     $ -     $ 116,546  
Mineral claims     83,538,047       290,486       83,828,533  
Royalty interest     1,026,750       -       1,026,750  
Sale of royalty interest     (13,548,460 )     -       (13,548,460 )
Balance   $ 71,132,883     $ 290,486     $ 71,423,369  
                         
      December 31,               December 31,  
      2017       Additions       2018  
Acquisition Costs                        
Interest on notes payable   $ 116,546     $ -     $ 116,546  
Mineral claims     83,262,757       275,290       83,538,047  
Royalty interest     1,026,750       -       1,026,750  
Sale of royalty interest     (13,548,460 )     -       (13,548,460 )
Balance   $ 70,857,593     $ 275,290     $ 71,132,883  

 

18

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

6. Exploration and Evaluation Assets (continued)

 

Summary

 

The Corporation’s subsidiaries acquired mineral rights to the Stibnite Gold Project through several transactions. All mineral rights held by the Corporation’s subsidiaries are held at 100% through patented and unpatented mineral and mill site claims, except the Cinnabar claims which are held under an option to purchase agreement, and all of the Stibnite Gold Project is subject to a 1.7% net smelter returns royalty.

 

The Cinnabar claims are subject to an option agreement amendment dated December 1, 2016, which states that from and after the date of the amended agreement and any time during the term of the amended agreement, the Corporation has the option to own 100% of the Cinnabar claim group at no further cost. The amended agreement also states that if the Corporation elects not to exercise the option of ownership, the option will remain in good standing with payments of $40,000 per year for five years paid on each December 1 beginning in 2017. At the end of the five years, rather than elect to take ownership of the Cinnabar claim group the Corporation has the option to extend the agreement for an additional 15 years, with annual payments each year on December 1st as follows: 2022 – 2026: $25,000; 2027 – 2031: $30,000; and 2032 – 2036: $35,000. As at December 31, 2019, $870,000 had been paid to date on the amended option agreement and original option agreement, dated May 3, 2011, which gives the Corporation the option to acquire the property at no further cost. At completion of the amended option agreement, the Corporation will have paid $950,000 in total related to the claims.

 

Mineral Rights

 

Although the Corporation has taken steps to verify mineral rights to the properties in which it has an interest and, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Corporation’s title and interests. Mineral title may be subject to unregistered prior agreements and noncompliance with regulatory requirements.

 

7. Warrant Derivative

 

In May 2013, the Corporation issued to Franco Nevada Corporation (“Franco”) 2,000,000 share purchase warrants (“Franco Warrants”). The Franco Warrants are exercisable into 2,000,000 common shares of the Corporation at C$1.23 per warrant. The Franco Warrants contain a mandatory conversion feature which requires Franco to exercise 100% of the outstanding warrants if, at any time, the volume weighted average trading price of Midas Gold’s common shares is equal to or greater than C$3.23 for a period of 30 consecutive trading days. The Franco Warrants expire on May 9, 2023.

 

The exercise price of the Franco Warrants is denominated in Canadian dollars; however, the functional currency of the Corporation is the US Dollar. As a result of this difference in currencies, the proceeds that will be received by the Corporation are not fixed and will vary based on foreign exchange rates and the warrants are a derivative and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as a non-cash gain or loss in the consolidated statement of net loss and comprehensive loss. Upon exercise, the holders will pay the Corporation the respective exercise price for each warrant exercised in exchange for one common share of Midas Gold and the fair value at the date of exercise and the associated non-cash liability will be reclassified to share capital.  The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain in the consolidated statement of net loss and comprehensive loss. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants.

 

19

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

7. Warrant Derivative (continued)

 

A reconciliation of the change in fair values of the derivative is below:

 

    Fair Value of Warrant Derivative  
Balance, December 31, 2017   $ 252,595  
             Change in fair value of warrant derivative     202,224  
Balance, December 31, 2018   $ 454,819  
             Change in fair value of warrant derivative     (180,096 )
Balance, December 31, 2019   $ 274,723  

 

The fair value of the warrants was calculated using the Black-Scholes valuation model. The inputs used in the Black-Scholes valuation model are:

 

    December 31,
2019
    December 31,
2018
 
Share price   C$ 0.63     C$0.96  
Exercise price   C$1.23     C$1.23  
Expected term (in years)   3.4     2.4  
Expected share price volatility   65%   65%
Annual rate of quarterly dividends   0%   0%
Risk-free interest rate   1.7%   1.9%

 

8. Convertible Notes

 

On March 17, 2016, the Corporation issued unsecured convertible notes (the “Convertible Notes”) for gross proceeds of $38.5 (C$50.0) million. The Convertible Notes bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity and have a maturity date of March 17, 2023. On the maturity date, the outstanding principal amount of the Convertible Notes is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation at a price of C$0.3541 per share. If there is an equity financing completed at 95% of C$0.3541, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice when the Corporation’s common shares reach a price of C$0.7082 or higher. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

During March of 2019, the annual interest payment was made to note holders in cash, in the amount of $18,727.

 

The Convertible Notes are deemed to contain an embedded derivative (“Convertible Note Derivative”) relating to the conversion option. The Convertible Note Derivative was valued upon initial recognition at fair value using partial differential equation methods at $19.8 million (Note 9). At inception, the gross proceeds of the Convertible Notes were reduced by the estimated fair value of the Convertible Note Derivative ($19.8 million) and the transaction costs related to the Convertible Notes ($0.4 million) resulting in a balance of $18.3 million. The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method. The expected value of the Convertible Notes at maturity is $38.4 million (C$49.9 million) based on the exchange rate at December 31, 2019 (2018 - $36.6 million (C$49.9 million)).

 

20

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

8.            Convertible Notes (continued)

 

The components of the Convertible Notes are summarized as follows:

 

  Convertible Notes
Balance, December 31, 2017   $ 22,944,867  
Accretion and interest expense     2,475,660  
Interest payments     (19,276 )
Foreign exchange adjustments     (1,967,588 )
Balance, December 31, 2018   $ 23,433,664  
Accretion and interest expense     2,684,458  
Interest payments     (18,727 )
Foreign exchange adjustments     1,236,979  
Balance, December 31, 2019   $ 27,336,373  

 

9.            Convertible Note Derivative

 

The Convertible Note Derivative related to the Convertible Notes (Note 8) was valued upon initial recognition at fair value of $19.8 million using partial differential equation methods and is subsequently re-measured at fair value at each period end through the consolidated statement of net loss and comprehensive loss. The components of the Convertible Note Derivative are summarized as follows:

 

 

Convertible Note
Derivative

Balance, December 31, 2017   $ 29,817,891  
Fair value adjustment     22,783,374  
Foreign exchange adjustments     (4,121,468 )
Balance, December 31, 2018   $ 48,479,797  
Fair value adjustment     (24,786,758 )
Foreign exchange adjustments     1,785,173  
Balance, December 31, 2019   $ 25,478,212  

 

Upon conversion of the Convertible Notes, the fair value of the Convertible Note Derivative and the carrying value of the Convertible Notes will be reclassified to share capital.  There are no circumstances in which the Corporation would be required to pay any cash upon conversion of the Convertible Notes.

 

The fair value of the Convertible Note Derivative was calculated using partial differential equation methods. The inputs used in the valuation model include the following, with a change in share price having the most significant impact on the valuation:

 

    December 31,
2019
    December 31,
2018
 
Risk-free interest rate     1.7%       1.9%  
Expected term (in years)     3.2       4.2  
Share Price     C$0.63       C$0.96  
Credit Spread     10%       10%  
Implied discount on share price     37% - 26%       37% - 26%  
Expected share price volatility     58%       56%  

 

21

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

10.          Share Capital

 

a. Authorized

 

Unlimited number of common shares without par value.

Unlimited number of first preferred shares without par value.

Unlimited number of second preferred shares without par value.

 

b. Common Shares Issued

 

On June 19, 2019, the Corporation issued 33,200,000 shares at a price of C$0.60 per common share, for gross proceeds of $14.9 million (C$19.9 million) with transaction costs of $0.8 million (C$1.1 million). The net proceeds of the issuance were $14.1 million (C$18.8 million).

 

On April 16, 2019, the Corporation issued 1,500,000 common shares in the capital of the Company, valued at $877,500, to launch the Stibnite Foundation in Idaho. These grants to the Stibnite Foundation were made in accordance with the Corporation’s ongoing annual and milestone funding obligations pursuant to the terms of the Community Agreement between Midas Gold Idaho and eight communities and counties throughout the West Central Mountains regions of Idaho.

 

c. Share purchase options

 

Under the terms of the Corporation's Stock Option Plan, the maximum number of shares reserved for issuance under the Plan is 10% of the issued shares on a rolling basis. Options may be exercisable over periods as determined by the Board of Directors of the Corporation and the exercise price shall not be less than the five-day weighted-average share price on the day preceding the award date, subject to regulatory approval. The Stock Option Plan includes a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. All stock options granted are subject to vesting, with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant.

 

A summary of share purchase option activity within the Corporation’s share-based compensation plan for the years ended December 31, 2019 and 2018 is as follows:

 

   

Number of Options

    Weighted Average
Exercise Price (C$)
 
Balance, December 31, 2017     13,930,750     $ 0.68  
Options granted     5,220,000       0.72  
Options expired     (10,000 )     0.71  
Options terminated via SAR     (645,000 )     0.83  
Options exercised     (1,811,675 )     0.56  
Balance December 31, 2018     16,684,075     $ 0.70  
Options granted     5,760,000       0.87  
Options expired     (543,375 )     0.70  
Options terminated via SAR     (787,500 )     0.54  
Options exercised     (1,386,950 )     0.49  
Balance, December 31, 2019     19,726,250     $ 0.77  

 

22

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

10.          Share Capital (continued)

 

During 2020, 637,750 stock options with exercise prices ranging from C$0.42 to C$0.46 will expire unless exercised prior to their expiry dates.

 

The number of outstanding options represents 7.3% of the issued and outstanding shares at December 31, 2019. During the year ended December 31, 2019, the Corporation’s total share-based compensation was $1,935,681 (2018 - $1,305,433). This is comprised of $2,001,087 in periodic stock-based compensation related to options granted (2018 - $1,438,942) and $(65,406) related to SAR activity (2018 – $(133,509)).

 

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The weighted average inputs used in the Black-Scholes option pricing model are:

 

    December 31, 2019     December 31, 2018  
Fair value options granted   $0.55     $0.39  
Risk-free interest rate   1.8%   2.1%
Expected term (in years)   5.0     5.0  
Expected share price volatility   64%   64%
Expected dividend yield   -     -  
Expected forfeiture   5%   5%

 

An analysis of outstanding share purchase options as at December 31, 2019 is as follows:

 

    Options Outstanding     Options Exercisable  
Range of
Exercise
Prices (C$)
  Number     Weighted
Average
Exercise
Price (C$)
    Weighted
Average
Remaining
Contractual
Life (Years)
    Number     Weighted
Average
Exercise
Price (C$)
    Weighted
Average
Remaining
Contractual
Life (Years)
 
$0.31 - $0.46     1,957,375     $ 0.37       0.7       1,957,375     $ 0.37       0.7  
$0.59 - $0.72     6,355,125     $ 0.62       3.1       3,499,500     $ 0.63       2.5  
$0.82 - $0.89     5,268,750     $ 0.88       2.2       4,015,313     $ 0.88       2.0  
$0.91 - $0.98     6,145,000     $ 0.96       3.8       1,373,750     $ 0.97       3.8  
$0.31 - $0.98     19,726,250     $ 0.77       2.8       10,845,938     $ 0.72       2.2  

 

d. Warrants

 

There was a total of 2,000,000 warrants outstanding as of both December 31, 2018 and December 31, 2019.

 

11.          Exploration and Evaluation Expenditures

 

The Corporation’s exploration and evaluation expenditures at the Stibnite Gold Project for the years ended December 31, 2019 and 2018 were as follows:

 

23

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

11.          Exploration and Evaluation Expenditures (continued)

 

    Year Ended  
    December
31, 2019
    December
31, 2018
 
Exploration and Evaluation Expenditures                
Consulting and labor cost     4,805,971       5,537,589  
Drilling     -       458,763  
Field office and drilling support     2,272,395       3,034,230  
Engineering     2,151,586       4,793,314  
Permitting     13,881,784       8,738,492  
Environmental and reclamation     1,042,363       1,757,279  
Legal and sustainability     2,723,207       752,556  
Exploration and Evaluation Expense   $ 26,877,306     $ 25,072,224  

 

12.          Finance Costs

 

The Corporation’s finance costs for the year ended December 31, 2019 and 2018 were as follows:

 

    Year Ended  
    December
31, 2019
    December
31, 2018
 
Finance costs                
Accretion     2,665,577       2,456,337  
Interest expense on Convertible Notes     18,881       19,323  
Interest expense on leases     22,819       -  
    $ 2,707,277     $ 2,475,660  

 

13.          Risk Management and Financial Instruments

 

The Corporation's objectives are to safeguard the Corporation's ability to continue as a going concern in order to support the Corporation's normal operating requirements, continue the exploration, evaluation and, if warranted, development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. For financial assets measured at amortized cost, these assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

 

The Corporation’s financial instruments consist of cash and cash equivalents, trade and other receivables, trade and other payables, Convertible Notes, Convertible Note Derivative and warrant derivative. Cash and cash equivalents and trade and other receivables previously designated as loans and receivables under IAS 39 are now classified as amortized cost under IFRS 9. The trade and other payables and convertible note are designated as other financial liabilities, which are measured at amortized cost. The Convertible Note Derivative and warrant derivatives are designated at fair value through profit or loss. The cash and cash equivalents, trade and other receivables, trade and other payables approximate their fair value due to their short-term nature.

 

24

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

13.          Risk Management and Financial Instruments (continued)

 

The Corporation classified the fair value of the financial instruments according to the following fair value hierarchy based on the amount of observable inputs used to value the instruments:

 

The three levels of the fair value hierarchy are:

 

Level 1 – Values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 – Values based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

Level 3 – Values based on prices or valuation techniques that are not based on observable market data.

 

At December 31, 2019 and December 31, 2018, the levels in the Fair Value hierarchy into which the Corporation’s financial assets and liabilities are measured and recognized on the balance sheet at fair value are categorized as follows:

 

    December 31,
2019
 
    Level 1     Level 2     Level 3  
Convertible Note Derivative (Note 9)   $ -     $ -     $ 25,478,212  
Warrant Derivative (Note 7)     -       -       274,723  
    $ -     $ -     $ 25,752,935  

 

    December 31,
2018
 
    Level 1     Level 2     Level 3  
Convertible Note Derivative (Note 9)   $ -     $ -     $ 48,479,797  
Warrant Derivative (Note 7)     -       -       454,819  
    $ -     $ -     $ 48,934,616  

 

Risk management is the responsibility of the Corporation’s management team, with oversight by the Board of Directors. The Corporation’s financial instrument risk exposures are summarized below:

 

a) Credit Risk

 

The Corporation has no significant credit risk arising from operations. The Corporation’s credit risk is primarily attributable to cash and cash equivalents and trade and other receivables.  The Corporation holds its cash with Canadian chartered banks and the risk of default is considered to be remote. The Corporation

has minimal accounts receivable exposure, and its refundable credits are due from the Canadian government.

 

  b) Liquidity Risk

 

Liquidity risk is the risk that the Corporation will be unable to meet its financial obligations as they fall due.  The Corporation’s approach to managing liquidity risk is to ensure it will have sufficient liquidity to meet liabilities when due.  The Corporation’s trade and other payables are generally due within 30 days. As at December 31, 2019, all trade and other payables were due within 30 days.

 

25

 

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

13.       Risk Management and Financial Instruments (continued)

 

c) Foreign Currency Risk

 

The Corporation’s functional and reporting currency is the USD and major purchases are transacted in USD.  The Corporation is exposed to the risk of changes in USD relative to the Canadian Dollar as a portion of the Corporation’s financial assets and liabilities are denominated in Canadian dollars. The Corporation monitors this exposure but has no contractual hedge positions. Financial assets and liabilities denominated in Canadian dollars are as follows, stated in USD:

 

    2019     2018  
Cash and cash equivalents   $ 676,296     $ 1,545,020  
Prepaids, trade and other receivables     152,535       251,068  
Trade and other payables     (263,229 )     (212,144 )
Lease liabilities     (108,255 )     -  
Warrant derivative     (274,723 )     (454,819 )
Convertible notes     (27,336,373 )     (23,433,664 )
Convertible note derivative     (25,478,212 )     (48,479,797 )
    $ (52,631,962 )   $ (70,784,336 )

 

A five percent change in the US dollar exchange rate to the Canadian dollar would impact the Corporation’s earnings by $3,417,920 (2018 - $4,828,200).

 

During the year, the Corporation maintained a portion of its cash balance in Canadian Dollars. There is a risk that the Corporation’s cash balance be reduced on a fluctuation in the relevant exchange rate. The Corporation has a policy that all board approved expenditures be held in the currency they expect to be made in. Cash held in excess of board approved expenditures has been and will be actively managed by the Corporation’s management with consideration to the expected currency needs of the Corporation based on approved expenditures.

 

14.       Segmented Information

 

The Corporation operates in one segment, being the exploration, evaluation and potential development of the Stibnite Gold Project. Details on a geographic basis are as follows:

 

    2019     2018  
Assets by geographic segment, at cost            
Canada            
Current assets   $ 17,487,984     $ 29,852,503  
Non-current assets     103,744       20,878  
      17,591,728       29,873,381  
United States                
Current assets     922,630       568,264  
Non-current assets     71,990,502       71,508,885  
      72,913,132       72,077,149  
    $ 90,504,860     $ 101,950,530  

 

26

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

15.       Compensation of Key Management Personnel

 

During the year ended December 31, 2019, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    December 31,
2019
    December 31,
2018
 
Salaries and benefits   $ 753,203     $ 789,608  
Share based compensation     616,104       395,170  
    $ 1,369,307     $ 1,184,778  

 

No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the years ended December 31, 2019 and 2018.

 

16.       Income taxes

 

a. Income Tax Expense

 

The provision for income taxes reported differs from the amount computed by applying the applicable income tax rates to the loss before the tax provision due to the following:

 

    2019     2018  
Net loss   $ (11,299,887 )   $ (47,287,985 )
Statutory tax rate     26.19 %     26.49 %
Recovery of income taxes computed at statutory rates   $ (2,959,928 )   $ (12,525,792 )
Tax losses not recognized in the period that the benefit arose     2,435,383       12,234,605  
Share based compensation and other permanent differences     524,546       291,187  
Income tax recovery   $ -     $ -  

 

b. The significant components of the Corporation’s deferred tax assets and liabilities are as follows:

 

    2019     2018  
Net operating loss carry-forward   $ 36,438,782     $ 31,477,964  
Buildings and equipment     509,728       549,375  
Exploration and evaluation assets     30,829,284 )     27,873,404  
Convertible Note     3,875,849       8,891,890  
Total   $ 71,653,642     $ 68,792,633  

 

c. Deferred tax assets have not been recognized in respect of the following items:

 

    2019     2018  
Net operating loss carry-forward   $ 36,438,782     $ 31,477,964  
Buildings and equipment     509,728       549,375  
Exploration and evaluation assets     30,829,284       27,873,404  
Convertible note     3,875,849       8,891,890  
Other future deductions     821,208       439,389  
    $ 72,474,850     $ 69,232,023  

 

As at December 31, 2019, the Corporation had deductible temporary differences for which deferred tax assets have not been recognized because it is not probable that future profit will be available against which the Corporation can utilize the benefits.

 

27

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

16.       Income taxes (continued)

 

As of December 31, 2019, the Corporation has US loss carry forwards of approximately $114,352,000 (2018 - $97,730,000) of which $114,352,000 (2018 - $97,730,000) have not been recognized. The Corporation also has Canadian loss carry forwards of approximately $24,019,000 (2018 - $21,981,982) available to reduce future years’ income for tax purposes. The Corporation also has tax pools related to Buildings and Equipment and Exploration and Evaluation assets of approximately $2,200,000 (2018 - $2,765,000) and $104,843,000 (2018 - $82,700,000), respectively. The Corporation recognizes the benefit of tax losses only to the extent of anticipated future taxable income in relevant jurisdictions. The tax loss carry forwards expire as follows:

 

Expiry of Tax Losses:   US     Canada  
December 31, 2029   $ 342,000     $ -  
December 31, 2030     983,000       -  
December 31, 2031     9,993,000       1,881,000  
December 31, 2032     16,346,000       3,662,000  
December 31, 2033     749,000       3,787,000  
December 31, 2034     13,661,000       3,539,000  
December 31, 2035     12,517,000       3,301,000  
December 31, 2036     13,114,000       2,457,000  
December 31, 2037     14,588,000       1,889,000  
December 31, 2038     -       1,454,000  
December 31, 2039     -       2,049,000  
Indefinite carryover (Tax years beginning Jan. 1, 2018)     32,059,000       -  
    $ 114,352,000     $ 24,019,000  

 

The Corporation also has other future deductions available in the US and Canada of approximately $1,412,000 (2018 - $228,000) and $1,280,000 (2018 - $949,000), respectively for which the benefit has not been recognized.

 

d. Unrecognized deferred tax liabilities:

 

At December 31, 2019, there are no material taxable temporary differences associated with investments in subsidiaries.

 

17.       Commitments and Contingencies

 

a. Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claims Assessments is a $335,000 bond related to the Corporation’s exploration activities.

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at December 31, 2019, the remaining option payments due on the Cinnabar property are $80,000, which will be paid over the next two years. The agreement includes an option to extend up to 20 years.

 

28

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

17.        Commitments and Contingencies (continued)

 

b. Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision issued by the US Forest Service, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q2 2021 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

In addition to the future payments discussed above, the Corporation also became contractually liable for certain periodic grants to the Stibnite Foundation. The last grant of $100,000 will be made during the first quarter of 2020.

 

The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho, Inc. and eight communities and counties throughout the West Central Mountains region of Idaho.

 

c. Legal Update

 

On August 8, 2019, the Nez Perce Tribe filed a complaint in the United States District Court for the District of Idaho claiming that Midas Gold Corp. and its related companies are violating the Clean Water Act by failing to secure permits for point source water pollution allegedly occurring at Midas Gold’s Stibnite Gold Project site. Midas Gold believes that the case will be ultimately dismissed.

 

The Corporation filed a motion to dismiss and, in the alternative, a motion to stay the litigation pending conclusion of negotiations with the Environmental Protection Agency (“EPA”) on an administrative order on consent (“AOC”) under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), a process that was underway before the plaintiff filed suit. Argument was heard on December 16, 2019 where the motion to dismiss was denied. On January 7, 2020, the Corporation filed its formal answer denying liability for the allegations contained in the complaint, and on January 8, the motion to stay the litigation was denied by the District Court. A scheduling order was entered February 11, 2020, and if the matter proceeds to trial, it will likely take place in 2021.

 

For the past two years, the Corporation has been working with EPA and the Idaho Department of Environmental Quality on a CERCLA agreement that will afford early clean up activity on the Stibnite Site. Under CERCLA section 113(h), citizen suits under the Clean Water Act are pre-empted from interfering in work covered under AOCs. The Federal court has been advised that Midas Gold and the regulatory entities are engaged in efforts to craft an approach under CERCLA that would attend to the water quality and other resource issues on the Stibnite Site and effectively address the relief sought in the Tribe’s litigation.

 

18.       Subsequent Events

 

Subsequent to December 31, 2019, the Corporation granted 3,380,000 stock options with a weighted average exercise price of C$0.62 that will expire in five years from the date of grant.

 

Also subsequent to year end, on March 17, 2020, the Corporation announced that it had completed a financing for gross proceeds of US$35.0 million (C$47.6 million), with proceeds to be used for continued work on the Stibnite Gold Project and for general working capital purposes. The financing was completed

 

29

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2019 and December 31, 2018

(expressed in US dollars)

 

18.       Subsequent Events (continued)

 

with Paulson & Co. Inc. (“Paulson”), on behalf of the several investment funds and accounts managed by Paulson, whereby Paulson purchased Canadian dollar denominated 0.05% senior unsecured convertible notes (the “2020 Notes”) issued by a wholly-owned subsidiary of the Corporation on a private placement basis. The 2020 Notes are convertible into common shares of the Corporation at a price of C$0.4655.

 

30

 

 

Exhibit 99.3

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

INTRODUCTION

 

The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial condition and results of operations of Midas Gold Corp. (“Midas Gold” or the “Corporation”) for the year ended December 31, 2019 compared to the year ended December 31, 2018. This MD&A should be read in conjunction with Midas Gold’s consolidated financial statements (“Financial Statements”) for the year ended December 31, 2019 prepared in accordance with International Financial Reporting Standards (“IFRS”). Additional corporate information, including Midas Gold’s most recent Annual Information Form (“AIF”) and other continuous disclosure documents can be accessed through the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com and the Corporation’s website at www.midasgoldcorp.com.

 

To the extent applicable, updated information contained in this MD&A supersedes older information contained in previously filed continuous disclosure documents. Information contained on the Corporation’s website that is not incorporated by reference does not form part of this MD&A. This MD&A contains forward-looking statements that are based on certain estimates and assumptions and involve risks and uncertainties. Actual results may vary materially from management’s expectations. See the “Forward-Looking Statements” and “Risks and Uncertainties” sections in this MD&A for further information. All “$” dollars in this MD&A are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

The information in this MD&A is provided as at March 18, 2020.

 

OVERVIEW

 

Midas Gold was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to hold shares in wholly owned subsidiaries that locate, acquire and develop mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho (the “District”). The Corporation’s common shares trade on the Toronto Stock Exchange (“TSX”) and OTCQX Marketplace in the US. The corporate office of Midas Gold is located at 890-999 West Hastings St, Vancouver, BC, V6C 2W2, Canada.

 

HIGHLIGHTS

 

On January 31, 2019, the Corporation announced that it had appointed Jaimie Donovan to its Board of Directors, replacing Mark Hill, who resigned as Barrick’s representative from the Corporation’s Board.

 

On March 25, 2019, the Corporation announced that it amended the investor rights agreement dated May 16, 2018 (“IRA”) entered into with Barrick Gold Corporation (“Barrick”) in conjunction with Barrick’s US$38 million investment in Midas Gold completed in May 2018. These amendments were made at Midas Gold’s request and are designed to increase financing flexibility and options for Midas Gold, including a commitment by Barrick to provide a lead order.

 

On March 12, 2019, the Corporation announced that it filed a preliminary short form base shelf prospectus (the “Shelf Prospectus”) with the securities commissions in each of the provinces of Canada, except Quebec. On April 4, 2019, the Corporation announced that it had filed a final short-form base Shelf Prospectus with the securities commissions in each of the provinces of Canada, except Quebec. The Shelf Prospectus will allow Midas Gold to offer and issue up to C$200 million of common shares, warrants, subscription receipts, units, debt securities, or any combination of such securities (collectively, the “Securities”) during the next 25-months. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, which would be set forth in a subsequently filed prospectus supplement. In connection with the Shelf Prospectus filings, the Corporation also filed an amended technical report entitled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho” dated effective December 8, 2014 and amended March 28, 2019 (the “PFS”). Amendments to the PFS include changes to clarify that the mineral resource estimate is consistent with the CIM Definition Standards adopted by the CIM Council on May 10, 2014 (with no resulting changes to the mineral resource estimate in the PFS), and to remove the comparison of the 2012 preliminary economic assessment.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 1

 

 

 

On April 16, 2019, the Corporation announced it had provided an initial cash grant of $100,000 and issued 1.5 million common shares in the capital of the Corporation, valued at $877,500, to launch the Stibnite Foundation in Idaho. These grants to the Stibnite Foundation (the “Foundation”) were made in accordance with the Corporation’s ongoing annual and milestone funding obligations pursuant to the terms of the Community Agreement. The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project (“Project”) and was created through the establishment of the Community Agreement between Midas Gold Idaho and eight communities and counties throughout the West Central Mountains region of Idaho.

 

On June 6, 2019, the Corporation announced that it had been advised that the Nez Perce Tribe intended to initiate legal action against the Corporation and its subsidiaries related to alleged water quality impacts related to historical mining activity undertaken prior to Midas Gold’s involvement in the site.

 

On June 10, 2019, the Corporation entered into an agreement with RBC Capital Markets and BMO Capital Markets (as co-lead underwriters) and Haywood Securities in connection with a bought deal public offering (the “Offering”) of 33,200,000 common shares of the Corporation (the “Common Shares”). The Common Shares were offered at a price of C$0.60 per Common Share for gross proceeds of C$19,920,000. Paulson & Co. Inc participated in the Offering in order to maintain its pro rata partially diluted interest of 29.11% of outstanding Common Shares. Barrick Gold Corporation (“Barrick”) acquired Sufficient Common Shares so as to give Barrick a 19.9% ownership interest of all outstanding Common Shares upon completion of the Offering.

 

On August 8, 2019, the Nez Perce Tribe followed on from its Notice of Intent to sue (as reported on June 6, 2019) by filing suit in federal court on matters pertaining to water quality in the Stibnite Mining District related to historical mining activity dating back over 80 years and long before the Corporation acquired any rights to the site. Midas Gold is not, and has never, operated on site and is not responsible for the existing contamination but has proposed the Project as a means for providing the much-needed cleanup of historical waste polluting the area today. Since well before the suit was filed, Midas Gold has been working closely with the Idaho Department of Environmental Quality (“IDEQ”) and the United States Environmental Protection Agency (“EPA”) to gain permission under the federal Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) law to take immediate action and learn more about the specific causes of degraded water quality in a number of locations. Midas Gold firmly believes that it is not legally responsible for cleanup of site legacy impacts caused by previous mining companies or directed by government agencies. However, the Corporation wants to be part of the solution. During the quarter ended December 31, 2019, in the normal progression of such litigation, Midas Gold filed a request for a stay of proceedings based on the progress in respect of ongoing discussions with Federal and State regulators on a path under CERCLA that would provide early cleanup actions and end the litigation, in addition to a request for a dismissal of the suit based on other considerations. Both motions were consolidated for judicial review in mid-December and were ruled on in December and January. Both motions were dismissed, but the federal court invited a new motion to stay the case if the CERCLA order became “imminent”. The litigation is proceeding through discovery and if the case proceeds to trial, it will likely be set for spring, 2021. Independent from its defense of this lawsuit, the Corporation will continue moving forward with its longstanding work to assess and improve water quality in the area, restore the site and return the site to environmental standards not seen in decades through responsible, modern mining.

 

Earlier in the year, the Corporation announced that it had been advised that the U.S. Forest Service (“USFS”) anticipated issuing a draft Environmental Impact Statement (“EIS”) for public comment in late Q4 2019, with a Final EIS and Draft Record of Decision (“ROD”) in Q3 2020 and a Final ROD in late Q4 2020. However, on December 4, 2019, Midas Gold reported that the USFS had indicated that the Draft EIS for the Project would be made available for public review in January 2020 and issuing a Final EIS and Draft ROD in Q4 2020 and the Final ROD for the Project in Q1 2021.

  

  Midas Gold Corp. | Management’s Discussion & Analysis 2

 

 

 

Subsequent events

 

Subsequent to year end, on January 27, 2020, the Corporation announced the USFS and other regulators working on the Project have, following internal reviews, identified a number of recommended improvements to the Draft EIS that is being prepared by the USFS as the lead agency. These recommended improvements to the Draft EIS would ultimately support a complete ROD at the conclusion of the permitting process. The USFS advised that it will update the release date for the Draft EIS in March 2020 and will provide the revised project schedule in its quarterly Schedule of Proposed Actions update to be published on April 1, 2020.

 

Also subsequent to year end, on March 17, 2020, the Corporation announced that it had completed a financing for gross proceeds of US$35.0 million (C$47.6 million), with proceeds to be used for continued work on the Stibnite Gold Project and for general working capital purposes. The financing was completed with Paulson & Co. Inc. (“Paulson”), on behalf of the several investment funds and accounts managed by Paulson, whereby Paulson purchased Canadian dollar denominated 0.05% senior unsecured convertible notes (the “2020 Notes”) issued by a wholly-owned subsidiary of the Corporation on a private placement basis. The 2020 Notes are convertible into common shares of the Corporation at a price of C$0.4655.

 

FORWARD-LOOKING STATEMENTS

 

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”).

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects", “estimates”, “intends”, “anticipates”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

 

With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; 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 Corporation's expectations; that the current exploration, development, environmental other objectives concerning the Project can be achieved and that the Corporation's other corporate activities will proceed as expected; that the current price and demand for gold and other metals 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 Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by such forward-looking information. In addition to those discussed in the Corporation's public disclosure record, such risks and other factors include, among others, the risks and uncertainties set out under the heading “Risks and Uncertainties” in this MD&A.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such forward- looking information.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 3

 

 

 

2020 OUTLOOK AND GOALS

 

During 2020, Midas Gold’s objectives continue to be to advance the permitting process for the Stibnite Gold Project under the National Environmental Protection Act (“NEPA”) and, in parallel, to advance the technical work and studies needed to support the completion of a feasibility study for the Project. In conjunction with the foregoing, Midas Gold will continue to engage and consult with regulators, communities, tribes and other stakeholders to the best of its ability in respect of the concepts for the Project set out in the Plan of Restoration and Operations (“PRO”) in order to ensure that plans for the restoration and redevelopment of the Project addresses concerns and issues to the extent environmentally, technically and commercially feasible. As part of this ongoing process, Midas Gold submitted a modified version of the PRO to the regulators in Q2/19 which incorporated a number of refinements to the original PRO that are designed to reduce footprint and improve environmental outcomes and enhance habitat. This modified PRO is being considered alongside other alternatives being assessed by the regulators under NEPA. Currently, the next milestone for the Project is the publication of the Draft EIS, which is anticipated to occur in 2020, followed by a public comment period and, subsequently, the publication of a final EIS and a feasibility study for the Project. The extended permitting schedule related to delays announced in 2018, 2019 and early 2020, has provided Midas Gold the opportunity to undertake certain value engineering exercises and, where appropriate, to include the results of such evaluations in the planned feasibility study. As part of this Project optimization process, Midas Gold’s personnel and its consultants are working to optimize various aspects of the Project, including mine planning, scheduling and stockpiling, plant layout and water management strategies.

 

The Corporation continues to balance the timing and prioritization of expenditures with the intention of delivering the Corporation’s major objectives in a timely and cost-effective manner.

 

SELECTED ANNUAL INFORMATION

 

The following is a summary of certain selected consolidated financial information of the Corporation for the years ended December 31, 2019, 2018 and 2017:

 

Year Ended

(All amounts in $)

  Revenue     Net Loss and Comprehensive Loss     Basic & Diluted Loss per Share     Total Assets     Long Term Liabilities     Cash Dividend  
December 31, 2019     -       (11,299,887 )     (0.04 )     90,504,860       53,080,148       -  
December 31, 2018     -       (47,287,985 )     (0.22 )     101,950,530       71,913,460       -  
December 31, 2017     -       (8,292,263 )     (0.05 )     90,641,162       52,762,758       -  

 

 

  Midas Gold Corp. | Management’s Discussion & Analysis 4

 

 

 

RESULTS OF OPERATIONS

 

Net Loss and Comprehensive Loss

 

     Three Months Ended       Year Ended  
    December 31, 2019     December 31, 2018    

December 31, 2019

    December 31, 2018  
EXPENSES                        
Consulting   $ 101,205     $ 2,912     $ 199,628     $ 44,001  
Corporate salaries and benefits     186,380       276,310       779,803       649,053  
Depreciation     63,780       54,467       249,300       267,085  
Directors’ fees     34,427       29,321       131,217       124,719  
Exploration and evaluation     7,779,233       6,744,648       26,877,306       25,072,224  
Office and administrative     45,720       45,200       141,743       177,495  
Professional fees     177,945       113,785       363,243       187,256  
Share based compensation     434,322       265,769       1,935,681       1,305,433  
Shareholder and regulatory     78,626       82,159       348,850       341,851  
Travel and related costs     45,511       53,845       215,920       241,063  
OPERATING LOSS   $ 8,947,150     $ 7,668,416     $ 31,242,691     $ 28,410,180  
                                 
OTHER EXPENSES (INCOME)                                
Change in fair value of warrant derivative   $ 172,142     $ 11,208     $ (180,096 )   $ 202,224  
Change in fair value of Convertible Note derivative     794,934       1,634,705       (24,786,758 )     22,783,374  
Finance Costs     709,151       631,151       2,707,277       2,475,660  
Foreign exchange loss (gain)     990,736       (3,740,906 )     2,883,315       (5,946,729 )
Gain/loss on sale of building and equipment     -       -       (18,500 )     -  
Interest income     (104,791 )     (208,902 )     (548,042 )     (636,724 )
   Total other expenses (income)   $ 2,562,173     $ (1,672,744 )   $ (19,942,804 )   $ 18,877,805  
                                 
NET LOSS AND COMPREHENSIVE LOSS   $ 11,509,323     $ 5,995,672     $ 11,299,887     $ 47,287,985  

 

Net loss and comprehensive loss for Midas Gold for the three-month period ending December 31, 2019 was $11.5 million compared with a loss of $6.0 million for the corresponding period of 2018. This $5.5 million change for the three months was primarily attributable to a $4.7 million increase in foreign exchange losses, a $1.0 million increase in exploration and evaluation expenditures, a $0.2 million increase in share based compensation, $0.2 million in non-cash losses related to the change in fair value of the warrant derivative and a $0.1 million decrease in interest income partially offset by $0.8 million in non-cash gains related to the change in the fair value of the embedded derivative (“Convertible Note Derivative”) on the convertible notes (“Convertible Notes”) and a $0.1 million decrease in corporate salaries and benefits. Net loss and comprehensive loss for Midas Gold for the year ended December 31, 2019 was $11.3 million compared with a loss of $47.3 million for the corresponding period of 2018. This $36.0 million decrease for the year was primarily attributable to a $47.6 million decrease in non-cash losses related to the change in fair value of the Convertible Note Derivative on Convertible Notes and a $0.4 million decrease in non-cash losses related to the change in fair value of the warrant derivative partially offset by a $8.8 million increase in foreign exchange losses, a $1.8 million increase in exploration and evaluation expenses As noted above, the Corporation’s main focus for the year ended December 31, 2019 was the continued evaluation and advancement of the Stibnite Gold Project.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 5

 

 

 

An analysis of each line item follows.

 

Consulting

This expense relates to consulting services provided to the Corporation that do not relate to the exploration and evaluation of the Stibnite Gold Project. The expense for the current quarter and year is higher than the comparable periods in the previous year primarily as a result of increased activity related to the strategic advancement of the Stibnite Gold Project.

 

Corporate Salaries and Benefits

This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily Canadian corporate employees. Salaries and benefits for the quarter ended December 31, 2019 are lower than the prior year and salaries and benefits for the year ended December 31, 2019 are higher than the prior year primarily due to the timing and amount of short-term incentive accruals.

 

Depreciation

This expense relates to the depreciation of the Corporation’s building and equipment. The expense for the current quarter and year is consistent with the comparable periods in the previous year.

 

Directors’ Fees

Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the Chair of the Board, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. This expense for the current quarter and year is consistent with the comparable periods in the previous year.

 

Exploration and Evaluation

 

This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labour, drilling, field office costs, engineering, permitting, environmental and sustainability costs. The Corporation’s exploration and evaluation expenses during the current quarter and year are higher than the same periods in the prior year primarily due to increases in permitting expenditures and legal and sustainability costs, partially offset by decreases in all other categories. Additional details of expenditures incurred are as follows:

 

    Three Months Ended     Year Ended  
    December 31, 2019     December 31, 2018     December 31, 2019     December 31, 2018  
Exploration and Evaluation Expenditures                                
Consulting and labor cost     1,235,975       1,629,170       4,805,971       5,537,589  
Drilling     -       -       -       458,763  
Field office and drilling support     610,945       846,880       2,272,395       3,034,230  
Engineering     439,335       1,243,593       2,151,586       4,793,314  
Permitting     3,777,913       2,400,615       13,881,784       8,738,492  
Environmental and reclamation     1,042,363       307,134       1,042,363       1,757,279  
Legal and sustainability     672,702       317,256       2,723,207       752,556  
EXPLORATION AND EVALUATION EXPENSE   $ 7,779,233     $ 6,744,648     $ 26,877,306     $ 25,072,224  

 

Office and Administrative

This expense for the current quarter is predominantly the maintenance of an office in Vancouver, BC. The costs for the current quarter and are consistent with the comparative period in the prior year. The costs for the current year are lower than the prior year primarily due to the implementation of IFRS 16 in the current year.

 

Professional Fees

This expense relates to the legal and accounting costs of the Corporation. The costs for the three months and year ended December 31, 2019 are higher than the comparative periods in the prior year primarily due to additional professional fees related to increased legal and accounting activity in the current year.

 

Share Based Compensation

This expense is due to the compensation of directors, officers, employees and consultants that are share based. Share based compensation for the current quarter and year is higher than the comparable periods in the previous year due to 1.3 million more options granted during Q4 2019 and 0.9 million more options granted during Q1 2019 versus the same periods in 2018. Additionally, options granted during Q1 of the current year had a higher stock price than options granted during Q1 of 2018. The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model which uses various assumptions that are outlined in the Corporation’s consolidated annual Financial Statements for the year ended December 31, 2019.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 6

 

 

 

Shareholder and Regulatory

This expense is associated with marketing, licenses and fees, and shareholder communications. The expense for the current quarter and year is consistent with the comparable periods in the previous year.

 

Travel and Related Costs

This expense is a result of travel and meal costs of the Corporation’s directors, officers, employees and consultants whilst undertaking business on behalf of the Corporation. The expense for the current quarter is comparable to the same quarter in the previous year. The expense from the current year is lower than the previous year due to a decrease in director travel through the current year.

 

Change in Fair Value of Warrant Derivative

The Corporation issued 2,000,000 warrants in a financing transaction in May 2013, with an exercise price denominated in Canadian dollars. The Corporation determined that warrants with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from period to period have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. There are no circumstances under which Midas Gold will be required to pay cash upon exercise or expiry of the warrants or finder’s options (see Note 7 in the Financial Statements).

 

Change in Fair Value of Convertible Note Derivative Liability

The Corporation issued unsecured Convertible Notes with an interest rate of 0.05% per annum in March 2016 with an exercise price denominated in Canadian dollars. The Corporation determined that the Convertible Notes with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from inception to balance date have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. The Convertible Note Derivative is valued at fair value in accordance with IFRS. The change in fair value is primarily driven by changes in the Corporation’s share price over the past year and the reduction in the remaining term. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 9 in the Financial Statements).

 

Finance Costs

Finance costs for the Corporation include accretion and interest expense related to the Convertible Note as described above as well as interest expense on lease liabilities resulting from the implementation of IFRS 16, Leases, in the current year. These costs are higher in the current quarter and year as compared to the same periods in the previous year primarily due to the compounding interest on the principle balance of Convertible Notes.

 

Foreign Exchange

This loss is a result of the translation of the Corporation’s Canadian dollar denominated balances as at December 31, 2019, primarily on the Convertible Notes and the Convertible Note Derivative. Foreign exchange losses have increased from the comparative quarter and year due to the change in the value of the Canadian dollar compared to the US dollar.

 

Interest Income

This income results from interest received on the Corporation’s cash balances. Interest income in the current quarter and year is lower than the comparable periods in the prior year as a result of lower average cash balances.

 

Statement of Financial Position

 

An analysis of the December 31, 2019 and December 31, 2018 statements of financial position of the Corporation follows.

 

Total Assets

Total assets decreased during the year ended December 31, 2019 from $102.0 million to $90.5 million primarily as a result of cash used in operations to fund the Stibnite Gold Project partially offset by cash received in the June 2019 financing.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 7

 

 

 

Equity

 

Equity increased during the year ended December 31, 2019 from $26.7 million to $32.7 million primarily due to an increase in share capital related to the June 2019 financing, partially offset by the current year loss.

 

Total Liabilities

 

Total liabilities decreased during the year ended December 31, 2019 from $75.3 million to $57.8 million, primarily as a result of the change in fair value of the Convertible Note Derivative, which decreased from $48.5 million at December 31, 2018 to $25.5 million at December 31, 2019. The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 9 in the Financial Statements).

 

Cash Flows

 

Midas Gold’s net change in cash and cash equivalents for the year ended December 31, 2019 was an outflow of $12.4 million (2018 – $11.0 million inflow). The outflows from operating activities during the year were partially offset by inflows from financing activities.

 

Operating cash outflows for the year ended December 31, 2019 were $27.1 million (2018 - $27.3 million). Financing cash inflows for the year ended December 31, 2019 were $14.4 million (2018 – $38.2 million) and investing cash inflows for the year ended December 31, 2019 were $0.2 million (2018 – $0.2 million).

 

Long term liabilities at December 31, 2019 (above) include a Convertible Note and Convertible Note Derivative balance of $27.3 million and $25.5 million, respectively (2018 - $23.4 million and $48.5 million, respectively). The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 9 in the Financial Statements).

 

QUARTERLY RESULTS

 

The net loss and comprehensive loss of Midas Gold for the previous eight calendar quarterly periods is tabulated below.

 

      Revenue     Net (Loss)/Income
& Comprehensive
(Loss)/Income

    Basic & Diluted
(Loss)/Income per
Share
    Total Assets     Long Term
Liabilities
    Cash Dividend  
Quarter Ended     $     $     $     $     $     $  
December 31, 2019       -       (11,509,323 )     (0.03 )     90,504,860       53,080,148       -  
September 30, 2019       -       (5,118,799 )     (0.02 )     98,296,817       50,494,157       -  
June 30, 2019       -       5,351,590       0.02       105,180,331       53,399,620       -  
March 31, 2019       -       (23,354 )     0.00       96,818,816       65,508,948       -  
December 31, 2018       -       (5,995,672 )     (0.03 )     101,950,530       71,913,460       -  
September 30, 2018       -       (3,092,514 )     (0.01 )     109,212,038       73,472,963       -  
June 30, 2018       -       (7,871,484 )     (0.04 )     115,434,602       76,695,238       -  
March 31, 2018       -       (30,328,316 )     (0.16 )     83,701,538       76,007,461       -  

 

The Corporation has had relatively consistent operating losses over the past two years, the most significant variances to the net loss and comprehensive loss is the change in the fair value of the warrant derivative, the Convertible Note Derivative and foreign exchange losses on the Convertible Notes and Convertible Note Derivative. Income reported for the second quarter of the current year was primarily due to the change in fair value of the Convertible Note Derivative. Exploration and evaluation expenditures create variances dependent on the nature of the work that is being completed in each quarter. The long-term liability includes the Convertible Note Derivative, which is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 9 in the Financial Statements).

 

  Midas Gold Corp. | Management’s Discussion & Analysis 8

 

 

 

CAPITAL RESOURCES AND LIQUIDITY

 

Capital resources of Midas Gold consist primarily of cash and liquid short-term investments. As at December 31, 2019, Midas Gold had cash and equivalents totaling approximately $17.5 million, approximately $0.9 million in other current assets and $4.2 million in trade and other payables. Additionally, as discussed above in the Highlights section, subsequent to year end the Corporation announced that it had completed a financing for gross proceeds of US$35 million to be used for continued work on the Project and for general working capital purposes.

 

With its current capital resources, including the financing received on March 17, 2020, Midas Gold has sufficient funds to continue to advance the Stibnite Gold Project towards completion of a feasibility study and to continue to advance the regulatory process related to permitting for mine development through 2020. During 2020 and beyond, Midas plans to:

 

Continue engaging with Project stakeholders to provide those stakeholders with the opportunity for better understanding of the Project concepts and to provide a forum for such stakeholders to provide further input into the Project, possible options and alternatives;
Continuing to collect environmental baseline data in support of the ongoing regulatory processes related to permitting for site restoration and redevelopment of the Project;
Continuing to advance the Project towards completion of a Feasibility Study;
Continuing to advance the regulatory process for the restoration and redevelopment of the Project, including the repair of legacy impacts and operation of a modern mining and processing facility that would provide a social and economic benefit to the local community and restoration of the Project site.

 

Midas Gold has a current liability of $0.3 million related to the warrant derivative. There are no circumstances under which Midas Gold will be required to pay any cash upon exercise or expiry of the warrants (see Note 7 in the Financial Statements).

 

Midas Gold has long term liabilities of $52.8 million related to the Convertible Notes and the related embedded derivative. The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash related to the $25.5 million Convertible Note Derivative upon conversion of the Convertible Notes (see Notes 8 and 9 in the Financial Statements).

 

Midas Gold does not anticipate the payment of dividends in the foreseeable future.

 

It is management’s opinion, based on the Corporation’s current capital resources and liquidity and additional funding received on March 17, 2020, that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue to advance the Stibnite Gold Project through 2020 and beyond, and to meet its administrative and overhead requirements for more than a year.

 

Contractual Obligations

 

Mining Claim Assessments

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $335,000 bond related to the Corporation’s exploration activities.

 

Stibnite Foundation

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision issued by the US Forest Service, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q2 2021 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 9

 

 

 

Option Payments on Mining Claims

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at December 31, 2019, the remaining option payments due on the Cinnabar property are $80,000, which will be paid over the next two years. The agreement includes an option to extend up to 20 years.

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Corporation has no off balance sheet arrangements as of December 31, 2019 and the date of this MD&A.

 

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

 

During the year ended December 31, 2019, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    December 31,
2019
    December 31,
2018
 
Salaries and benefits   $ 753,203     $ 789,608  
Share based compensation     616,104       395,170  
    $ 1,369,307     $ 1,184,778  

 

During Q1 2018, the Chief Operating Officer retired from his role and therefore is no longer considered key management, however, he continues to serve the company as a director of Midas Gold Idaho, Inc. No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the years ended December 31, 2019 and 2018.

 

There were no balances outstanding with related parties at December 31, 2019.

 

MINERAL PROPERTIES

 

Stibnite Gold Project

 

The Corporation and its subsidiaries’ property holdings at the Stibnite Gold Project are comprised of a contiguous package of unpatented federal lode claims, unpatented federal mill site claims, patented federal lode claims and patented mill site claims. As of December 31, 2019, this land position encompassed approximately 11,548 hectares held in 1,518 unpatented lode and mill site claims and patented land holdings. The Corporation acquired these rights under the 1872 Mining Law through a combination of transactions and staking and holds a portion under an option agreement. Bureau of Land Management claim rental payments and county filings were made during the previous quarter, are current as of the date of this filing, and the claims are all held in good standing. Normal maintenance and upkeep of the Project infrastructure continued during the year.

 

Permitting for Development

On December 13, 2016, the USFS reported that it had determined that the Plan of Restoration and Operations (“PRO”) filed by Midas Gold Idaho, Inc. on September 21, 2016 for the restoration, re-development and operation of the Stibnite Gold Project in Valley County, Idaho met the requirements for a plan of operations under USFS regulations allowing the USFS to commence the formal review of the Project under NEPA. The USFS completed public scoping under NEPA during the third quarter of 2017 and the regulatory and cooperating agencies are conducting reviews of the information provided by Midas Gold in its plan of restoration and operations and analyses of alternatives as required under NEPA. The NEPA review is being undertaken in a coordinated process by a total of seven federal, state and local agencies under a memorandum of understanding entered into in September 2017. The NEPA process is ongoing.

 

District Exploration

No drilling was completed during the reporting period. Other activities continued with efforts directed at updating geological, alteration and structural modelling of the mineral resources to support value engineering design, metallurgical programs and environmental studies for the Feasibility Study and permitting.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 10

 

 

 

Environmental and Other Matters Pertaining to the Stibnite Gold Project

 

The Project is located in a historic mining district with extensive and widespread exploration and mining activity, and related environmental effects, spanning nearly 100 years from the early 1900s until today. Actions by prior operators and government agencies have addressed some of the historic environmental issues, but extensive disturbance and adverse environmental impacts remain.

 

For additional disclosure on Environmental and Other Matters refer to the Corporation’s Annual Information Form for the years ending on December 31, 2018 and December 31, 2017, the prospectus dated June 30, 2011, the short form prospectus dated March 8, 2012 and the preliminary and final shelf prospectus dated March 12, 2019 and April 4, 2019, respectively. The Corporation is, and in future will continue to be, subject to federal, state and local statutes, rules and regulations related to, among other things, environmental protection, site access and construction activities. The environmental effects, if any, of current and future activities will be monitored and, where appropriate, mitigated, reclaimed and restored by the Corporation’s subsidiaries.

 

A number of environmental studies and regulatory investigations in the District identified numerous areas of potential environmental degradation related to past mining. In the past, regulatory actions under CERCLA, the Resource Conservation and Recovery Act (“RCRA”), and state law have been taken by the EPA, the USFS and the IDEQ against historic mining operators. All of these regulatory activities and related clean-up programs pre-date any ownership or activity by the Corporation’s subsidiaries and neither the Corporation nor its subsidiaries have ever operated on the site. Prior to its acquisitions in the District, the Corporation’s subsidiaries conducted all appropriate inquiries into the previous ownership and uses of the site The appropriate inquiries were comprised of formal assessments of the properties encompassing the Project in order to maintain landowner liability protection as a bona fide prospective purchaser under CERCLA stemming from the presence of contamination to which they have not contributed. The Corporation’s subsidiaries continue to discharge their continuing CERCLA obligations in the District in order to maintain their landowner liability protection. The Corporation itself has never had any direct ownership in the mineral properties comprising the Project.

 

Consent Decrees under CERCLA

 

Several of the patented lode and mill site claims acquired by subsidiaries of Midas Gold in the areas of the West End mill site claims previously used for processing operations are subject to a consent decree, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree provides the regulatory agencies (that were party to the agreement) access and the right to conduct remediation activities under their respective CERCLA and RCRA authorities as necessary and to prevent the release or potential release of hazardous substances. The consent decree also requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties acquired by subsidiaries of Midas Gold are also subject to a consent decree between the previous owner of those claims and the United States, which imposes certain obligations on that previous owner, including that the previous owner will cooperate with the EPA and USFS in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

As discussed above in the Quarter Highlights section, on June 6, 2019, the Corporation announced that it and its subsidiaries were advised by the Nez Perce Tribe that it intended to initiate legal action against the Corporation and its subsidiaries related to water quality impacts due to historical mining activity prior to Midas Gold's and its subsidiaries involvement with the site. The Tribe subsequently filed the legal action in the U.S. District Court of Idaho on August 8, 2019 and the Corporation is defending against the litigation.

 

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

 

  Midas Gold Corp. | Management’s Discussion & Analysis 11

 

 

 

Plans for the Environmental Issues

 

The Corporation expects that issues related to existing environmental concern will be addressed as part of the currently ongoing permitting process for future mining operations. For the past two years, The Corporation’s subsidiary, Midas Gold Idaho, has been working with regulators to develop a framework under 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.

 

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.

 

Accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of the Financial Statements include, among others, the useful lives of buildings and equipment, valuation of assets, valuation of share based compensation, warrant and Convertible Note Derivatives, mineral resource estimates and the recoverable amount of exploration and evaluation expenditures.

 

Accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the accounting for its exploration and evaluation assets, recognition of deferred tax assets or liabilities, functional currency, fair value of the Convertible Note Derivative, expected economic lives of and the estimated future operating results and net cash flows from buildings and equipment and exploration and evaluation assets.

 

FINANCIAL INSTRUMENTS

 

The Corporation’s cash balance decreased from $29,886,558 at December 31, 2018 to $17,504,622 at December 31, 2019. There have been no other significant changes in the Corporation’s financial instruments since December 31, 2018, with the exception of the change in fair value of the Convertible Note Derivative, which is discussed in Results of Operations.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 12

 

 

 

OUTSTANDING SHARE DATA

 

    March 18,
2020
    December 31,
2019
 
Common shares issued and outstanding     271,541,996       271,125,496  
Options outstanding     22,553,500       19,726,250  
Warrants outstanding     2,000,000       2,000,000  
Shares issuable on conversion of Convertible Note     243,211,305       140,955,666  
Total     539,306,801       433,807,412  

 

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Corporation’s management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

DC&P are designed to provide reasonable assurance that material information relating to the Corporation is made known to the CEO and CFO during the reporting period and the information required to be disclosed by the Corporation is recorded, processed, summarized and reported in a timely and appropriate manner. ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with international financial reporting standards. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed and operated, they may not prevent or detect misstatements on a timely basis.

 

The Corporation’s management, under the supervision of the CEO and CFO, has evaluated both the design and operating effectiveness of its DC&P and ICFR and concluded that, as of December 31, 2019, they are effective in providing reasonable assurance regarding required disclosures and the reliability of external financial reporting.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

National Instrument 52-109 also requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No changes were made to the Corporation's ICFR in the three months ended December 31, 2019 which have materially affected, or are reasonably likely to materially affect, ICFR.

 

EXTRACTIVE SECTOR TRANSPARENCY MEASURE ACT – REPORTING

 

In accordance with Canada’s Extractive Sector Transparency Measures Act (the “Act”) that was enacted on December 16, 2014 and brought into force on June 1, 2015, that is intended to contribute to global efforts to increase transparency and deter corruption in the extractive sector, Midas Gold reports that for the year ended December 31, 2019, it has made payments of fees and taxes, as defined by the Act, of US$1,280,729 (2018: US$657,580), to government entities of the below.  The Act only requires payments greater than C$100,000 to be reported and the Corporation will follow these requirements, however the below is provided for additional transparency.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 13

 

 

 

Quarter     Payee   Details   Amount  
2019 Q1     Nez Perce Tribe   Nez Perce Tribe Ethnographic Study   $ 50,000  
      Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
      Idaho Department of Environmental Quality (“IDEQ”)   Reimbursement of expenditures related to on going IDEQ permitting   $ 11,155  
      City of Riggins   Phase II donation for stage at city park in Riggins which will be utilized for multiple fundraising events in the community   $ 5,000  
2019 Q2     US Forest Service   Reimbursement of salary and operating expenses for the USFS to oversee the EIS process for the Stibnite Gold Project for the first half of the year   $ 194,064  
      US Forest Service   Reimbursement of expenses of the Ethnographic study for the Shoshone-Paiute Tribes   $ 70,850  
      Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
      Village of Yellow Pine   Community Agreement payment   $ 10,000  
2019 Q3     Bureau of Land Management   Mineral claim fees   $ 250,470  
      Valley County Road Department   Cost of resurfacing Johnson Creek Rd in accordance with a Mitigation agreement with the Nez Perce Tribe   $ 147,000  
      Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
      City of New Meadows   Donation to purchase playground equipment for the City Park   $ 10,000  
2019 Q4     US Forest Service   Reimbursement of salary and operating expenses for the USFS to oversee the EIS process for the Stibnite Gold Project   $ 346,102  
      Valley County Tax Collector   Property taxes   $ 24,993  
      Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 16,000  
      Total     $ 1,280,729  

 

USE OF PROCEEDS

 

The Corporation received net proceeds of $14.1 million in June 2019 which were raised in the equity financing led by RBC Capital Markets and BMO Capital Markets. The Prospectus Supplement dated June 12, 2019 included a proposed use of proceeds that would be compared to expenditures from April 1, 2019 onwards. Use of proceeds as reported in the Prospectus Supplement included working capital as of March 31, 2019 of $21.8 million and net proceeds from the financing transaction, for a total of $36.0 million net funds available. A reconciliation of the use of proceeds based on the net funds available and expenditures during the year ended December 31, 2019 is provided below:

 

Expense Category

(in millions)

  Proposed Use of Proceeds     Actual Use of Proceeds     Remaining to be Spent / Difference  
Permitting   $ 14.6     $ 12.2     $ 2.4  
Legal and sustainability     2.7       2.2       0.5  
Feasibility and engineering     3.2       1.3       1.9  
Field operations     2.9       1.9       1.0  
Consulting and labour     6.0       3.5       2.5  
Corporate expenses     2.8       2.8       -  
General working capital(i)     3.8       -       3.8  
    $ 36.0     $ 23.9     $ 12.1  

 

(i)    Funds included in general working capital may be allocated to corporate expenses, business development and legal expenses. 

 

  Midas Gold Corp. | Management’s Discussion & Analysis 14

 

 

 

RISKS AND UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

Industry Risks

 

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.

The commercial feasibility of the Project and Midas Gold's ability to arrange funding to conduct its planned exploration projects is dependent on, among other things, the price of gold and other potential by-products. Depending on the price to be received for any minerals produced, Midas Gold may determine that it is impractical to commence or continue commercial production. A reduction in the price of gold or other potential by-products may prevent the Project from being economically mined or result in the write-off of assets whose value is impaired as a result of low precious metals prices.

 

Future revenues, if any, are expected to be in large part derived from the future mining and sale of gold and other potential by-products or interests related thereto. The prices of these commodities fluctuate and are affected by numerous factors beyond Midas Gold’s control, including, among others:

 

international economic and political conditions,
central bank purchases and sales;
expectations of inflation or deflation,
international currency exchange rates,
interest rates,
global or regional consumptive patterns,
speculative activities,
levels of supply and demand,
increased production due to new mine developments,
decreased production due to mine closures,
improved mining and production methods,
availability and costs of metal substitutes,
metal stock levels maintained by producers and others, and
inventory carrying costs.

 

The effect of these factors on the price of gold and other potential by-products cannot be accurately predicted. If the price of gold and other potential by-products decreases, the value of Midas Gold’s assets would be materially and adversely affected, thereby materially and adversely impacting the value and price of Midas Gold’s common shares.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 15

 

 

 

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

Many industries, including the precious metal mining industry, are impacted by global market conditions. Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, changes in interest rates and tax rates may adversely affect Midas Gold’s growth and profitability potential. Specifically:

 

a global credit/liquidity crisis could impact the cost and availability of financing and Midas Gold’s overall liquidity;
the volatility of gold and other potential by-product prices may impact Midas Gold’s future revenues, profits and cash flow;
volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and
the devaluation and volatility of global stock markets impacts the valuation of the Corporation’s equity securities, which may impact its ability to raise funds through the issuance of equity.

 

Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.

Mineral exploration and development in the United States is subject to Federal, State and local regulatory processes and evolving application of environmental and other regulations can and has affected the ability to advance mineral projects as effectively as in prior years. A number of mineral projects in the United States have been subjected to regulatory delays or actions that have impeded the progress of these projects towards production. Such delays can increase the funding requirements of the Company as expenditures continue for a longer period of time.

 

Longstanding legal certainty about the 1872 Mining Law is being challenged in Federal Court.

A changing legal environment and prior court rulings related to the use of unpatented lode mining claims now being overturned and re-examined may cause the Company to make modifications to its current claims management program and strategy.

 

Resource exploration and development is a high risk, speculative business.

Resource exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required to discover new deposits and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Most exploration projects do not result in the discovery of commercially viable deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized by Midas Gold or that mineral deposit identified by Midas Gold will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.

 

Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.

The Project, and any future operations in which Midas Gold has a direct or indirect interest, will be subject to all the hazards and risks normally incidental to resource companies. Fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines. If any of these events were to occur, they could cause injury or loss of life, severe damage to or destruction of property. As a result, Midas Gold could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations. In addition, Midas Gold may have to make expensive repairs and could be subject to legal liability. The occurrence of any of these operating risks and hazards may have an adverse effect on Midas Gold’s financial condition and operations, and correspondingly on the value and price of Midas Gold’s common shares.

 

Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.

There is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There may also be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 16

 

 

 

The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.

The calculations of amounts of mineralized material within mineral resources and mineral reserves are estimates only. Actual recoveries of gold and other potential by-products from mineral resources and mineral reserves may be lower than those indicated by test work. Any material change in the quantity of mineralization, grade, tonnage or stripping ratio, or the price of gold and other potential by-products, may affect the economic viability of a mineral property. In addition, there can be no assurance that the recoveries of gold and other potential by-products in small-scale laboratory tests will be duplicated in larger scale pilot plant tests under on-site conditions or during production. Notwithstanding the results of any metallurgical testing or pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing.

 

Mining and metallurgy are an inexact science and, accordingly, there always remains an element of risk that a mine may not prove to be commercially viable. Until a deposit is actually mined and processed, the quantity of mineral reserves, mineral resources and grades must be considered as estimates only. In addition, the determination and valuation of mineral reserves and mineral resources is based on, among other things, assumed metal prices. Market fluctuations and metal prices may render mineral resources and mineral reserves uneconomic. Any material change in quantity of mineral reserves, mineral resources, grade, tonnage, percent extraction of those mineral reserves recoverable by underground mining techniques or stripping ratio for those mineral reserves recoverable by open pit mining techniques may affect the economic viability of a mining project.

 

Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

The mining industry has at times been subjected to conditions that have resulted in significant increases in the cost of equipment, labour and materials. Midas Gold used benchmarked data for the operation and capital costs included in its PFS issued December 15, 2014, and amended March 28, 2019, however there is no guarantee that development or operations of the Project will eventuate, and if it did, such operating or capital costs will prevail.

 

The Corporation’s Risks

 

Midas Gold will need to raise additional capital though the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.

Midas Gold does not generate any revenues and does not have sufficient financial resources to undertake by itself all of its planned exploration and permitting activities. Midas Gold has limited financial resources and has financed its activities primarily through the sale of Midas Gold’s securities such as common shares and convertible notes. Midas Gold will need to continue its reliance on the sale of its securities for future financing including that required to complete the permitting process, resulting in dilution to existing shareholders. Further activities will depend on Midas Gold’s ability to obtain additional financing, which may not be available under favourable terms, if at all. If adequate financing is not available, Midas Gold may not be able to commence or continue with its activities.

 

Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common shares in accordance with the terms of the Convertible Notes.

Midas Gold does not generate revenue and has announced a plan of how it intends to use the proceeds from the issuance of the Convertible Notes over the term of the Convertible Notes. In order to repay the outstanding principal Midas Gold either needs to arrange debt, equity or other forms of funding, to either develop the Stibnite Gold Project and repay the Convertible Notes from operating cash flows, repay the Convertible Notes in full, or convert the Convertible Notes into common shares. The risks associated with the development of the Stibnite Gold Project as stated in this section are high. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (also see financing completed on March 17, 2020 discussed above in the Highlights section, which will involve similar risk).

 

Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.

Sales of substantial amounts of Midas Gold’s common shares into the public market by unrelated shareholders, Midas Gold’s officers or directors or pursuant to the exercise of options or warrants, or even the perception by the market that such sales may occur, may lower the market price of the Corporation's common shares.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 17

 

 

 

Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.

Midas Gold’s mineral exploration and development activities are subject to various laws and regulations governing operations, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing operations, or more stringent implementation thereof could substantially increase the costs associated with Midas Gold’s business or prevent it from exploring or developing its properties.

 

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on Midas Gold and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

 

Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.

The regulatory processes related to permitting of major mining projects in the US are subject to considerable uncertainty as to the information required, the timeframes to analyze information provided and the outcomes of such analysis, and the Stibnite Gold Project is more complex than greenfields sites due to the need to address the extensive legacy impacts related to historical mining activities, which adds additional uncertainty. Since Midas Gold entered the permitting process for redevelopment and restoration, the proposed timeframe to get to a Final ROD has been extended by regulators several times and further extensions to the currently published timeframes can be expected.

 

Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.

Third parties commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may challenge Midas Gold’s permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding requirements beyond those currently anticipated, or block the approval of the Project.

 

Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.

NGOs, Indian tribes or other stakeholders commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may challenge Midas Gold’s permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding requirements beyond those currently anticipated or prevent the approval of the Project. As noted above, in 2018, the Nez Perce Tribe announced its opposition to the Project and certain NGOs campaigned against the community agreement. As discussed below, the Tribe brought action against Midas Gold that it is presently defending and ultimately believe will be dismissed.

 

The Nez Perce Tribe has filed a complaint against Midas Gold under the Clean Water Act that the Company is vigorously defending. If successful, this litigation could act to delay the Project.

On June 5, 2019, Midas Gold Corp., Midas Gold Idaho, Inc., Idaho Gold Resources Company, LLC and Stibnite Gold Company (collectively, “Company”) were served by Idaho’s Nez Perce Tribe with a notice of intent (NOI) to sue under the Clean Water Act. The Tribe filed the complaint August 8 in the United States District Court for the District of Idaho which was later served on the Company August 16. The complaint identified eight areas internal and external to the Stibnite Gold Project Site that the suit alleges violates the Clean Water Act, and the action seeks declaratory and injunctive relief.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 18

 

 

 

The Company filed a motion to dismiss and, in the alternative, a motion to stay the litigation pending conclusion of negotiations with the EPA on a CERCLA administrative order on consent (“AOC”), a process that was underway before the plaintiff filed suit. Argument was heard on December 16, 2019 where the motion to dismiss was denied. On January 7, 2020, the Company filed its formal answer denying liability for the allegations contained in the complaint, and on January 8, the motion to stay the litigation was denied by the district court. A scheduling order was entered February 11, 2020, and if the matter proceeds to trial, it will likely take place in 2021. For the past two years, the Company has been working with EPA on a CERCLA agreement that will afford early clean up activity on the Stibnite Site. Also, under CERCLA section 113(h), citizen suits under the Clean Water Act are pre-empted from interfering in work covered under AOCs. The Federal court has been advised that the Company and the regulatory entities are engaged in efforts to craft an approach under CERCLA that would attend to the water quality and other resource issues on the Stibnite Site and effectively address the relief sought in the Tribe’s litigation.

 

Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.

The department responsible for environmental protection in the U.S. has broad authority to shut down and/or levy fines against facilities that do not comply with environmental regulations or standards. Failure to obtain the necessary permits would adversely affect progress of Midas Gold’s activities and would delay or prevent the beginning of commercial operations.

 

Midas Gold’s activities are subject to environmental liability.

Midas Gold is not aware of any claims for damages related to any impact that its operations have had on the environment but it may become subject to such claims in the future, including potential claims related to legacy environmental impacts from prior operators. An environmental claim could adversely affect Midas Gold’s business due to the high costs of defending against such claims and its impact on senior management's time. Also, environmental regulations may change in the future which could adversely affect Midas Gold’s operations including the potential to curtail or cease exploration programs or to preclude entirely the economic development of a mineral property. The extent of any future changes to environmental regulations cannot be predicted or quantified, but it should be assumed that such regulations would become more stringent in the future. Generally, new regulations will result in increased compliance costs, including costs for obtaining permits, delays or fines resulting from loss of permits or failure to comply with the new regulations.

 

Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.

The mineral resource industry is intensively competitive in all of its phases, and Midas Gold competes with many companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. The principal competitive factors in the acquisition of such undeveloped properties include the staff and data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and develop such properties. Competition could adversely affect Midas Gold’s ability to advance the Project or to acquire suitable prospects for exploration in the future.

 

Midas Gold’s future exploration and development efforts may be unsuccessful.

Mineral resource exploration and, if warranted, development, is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in volume and/or grade to return a profit from production. There is no certainty that the expenditures that have been made and may be made in the future by Midas Gold related to the exploration of its properties will result in discoveries of mineralized material in commercial quantities.

 

Most exploration projects do not result in the discovery of commercially viable mineral deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially viable deposit which can be legally and economically exploited.

 

Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.

Assays results from core drilling or reverse circulation drilling can be subject to errors at the laboratory analyzing the drill samples. In addition, reverse circulation or core drilling may lead to samples which may not be representative of the gold or other metals in the entire deposit. Mineral resource and mineral reserve estimates are based on interpretation of available facts and extrapolation or interpolation of data and may not be representative of the actual deposit. All of these factors may lead to mineral resource and/or mineral reserve estimates being overstated, the mineable gold that can be received from the Project being less than the mineral resource and mineral reserve estimates, and the Project not being a viable project.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 19

 

 

 

If Midas Gold’s mineral resource and mineral reserve estimates for the Project are not indicative of actual grades of gold and other potential by-products, Midas Gold will have to continue to explore for a viable deposit or cease operations.

 

Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.

Midas Gold has only been actively engaged in exploration since 2009. Midas Gold does not generate any revenues from operations or production. Putting a mining project into production requires substantial planning and expenditures and, whilst several members of the management have mine construction experience, as a corporation, Midas Gold does not have any experience in taking a mining project to production. As a result of these factors, it is difficult to evaluate Midas Gold’s prospects, and its future success is more uncertain than if it had a longer or more proven history.

 

Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.

Midas Gold has incurred net losses every year since inception. Midas Gold currently has no commercial production and has never recorded any revenues from mining operations. Midas Gold expects to continue to incur losses, and will continue to do so until such time, if ever, as its properties commence commercial production and generate sufficient revenues to fund continuing operations.

 

The proposed development of new mining operations will require the commitment of substantial resources for operating expenses and capital expenditures, which may increase in subsequent years as Midas Gold adds, as needed, consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Project or any other properties. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture or other agreements with others in the future, its acquisition of additional properties, and other factors, many of which are unknown today and may be beyond the Corporation's control. Midas Gold may never generate any revenues or achieve profitability. If Midas Gold does not achieve profitability, it would have to raise additional financing or shut down its operations.

 

Midas Gold has negative cash flow from operating activities.

As indicated, the Corporation currently has no producing mines and has no source of operating cash flow other than through equity, joint ventures and/or debt financing. As such, the Corporation has, and is expected to continue to have, negative operating cash flow. To the extent the Corporation has negative cash flow in future periods, the Corporation may use a portion of its general working capital to fund such negative cash flow.

 

Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

Midas Gold’s properties consist of various mining concessions in the U.S. Under U.S. law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of Midas Gold’s ownership of such concessions. A claim by a third party asserting prior unregistered agreements or transfer on any of Midas Gold’s mineral properties, especially where commercially viable mineral reserves have been located, could adversely result in Midas Gold losing commercially viable mineral reserves. Even if a claim is unsuccessful, it may potentially affect Midas Gold’s current activities due to the high costs of defending against such claims and its impact on senior management's time. If Midas Gold loses a commercially viable mineral reserve, such a loss could lower Midas Gold’s revenues or cause it to cease operations if this mineral reserve represented all or a significant portion of Midas Gold’s operations at the time of the loss.

 

Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining, exploration and permitting activities.

Several of the patented lode and mill site claims acquired by Midas Gold over the West End Deposit and the Cinnabar claim groups (the latter held under option) are subject to a consent decree under CERCLA, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties are subject to a consent decree under CERCLA between the original owner of those claims and the United States, which creates certain obligations on that owner, including that the owner will cooperate with the EPA and U.S. Forest Service in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 20

 

 

 

All industries, including mining, are subject to legal claims with or without merit. Defense and settlement costs can be substantial, even with respect to claims without merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular claim could have an effect on the Corporation’s financial position. It is possible that any proposal to develop a mine on the Project, or any governmental approval for such a development, could be challenged in court by third parties, the effect of which would be to delay and possibly entirely impede the Corporation from developing the Project or commencing production.

 

Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

Midas Gold is dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on the operations of Midas Gold. Midas Gold’s success is dependent to a great degree on its ability to attract and retain highly qualified management personnel. The loss of any such key personnel, through incapacity or otherwise, would require Midas Gold to seek and retain other qualified personnel and could compromise the pace and success of its exploration and permitting activities. Midas Gold does not maintain key person insurance in the event of a loss of any such key personnel.

 

Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.

Midas Gold has a relatively small staff and depends upon its ability to hire consultants with the appropriate background and expertise as such persons are required to carry out specific tasks. Midas Gold’s inability to hire the appropriate consultants at the appropriate time could adversely impact Midas Gold’s ability to advance its exploration and permitting activities.

 

Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.

Certain Midas Gold directors and officers are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. Directors and officers of the Corporation with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies.

 

Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.

Since incorporation, neither Midas Gold nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Corporation does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral exploration programs.

 

Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.

In the course of exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks. Midas Gold does not currently have insurance against all such risks and may decide not to take out insurance against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Midas Gold.

 

Additionally, the Corporation is not insured against most environmental risks. Insurance against all environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products by third parties occurring as part of historic exploration and production) has not been generally available to companies within the industry. The Corporation periodically evaluates the cost and coverage of the insurance that is available against certain environmental risks to determine if it would be appropriate to obtain such insurance. Without such insurance, or with limited amounts of such insurance, and if the Corporation becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Corporation has to pay such liabilities and result in bankruptcy. Should the Corporation be unable to fully fund the remedial cost of an environmental problem, it might be required to enter into interim compliance measures pending completion of the required remedy.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 21

 

 

 

A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.

Midas Gold is dependent on various supplies and equipment to carry out its activities. The shortage of such supplies, equipment and parts could have a material adverse effect on Midas Gold’s ability to carry out its activities and therefore have a material adverse effect on the cost of doing business.

 

A cyber security incident could adversely affect Midas Gold’s ability to operate its business.

Information systems and other technologies, including those related to the Corporation’s financial and operational management, and its technical and environmental data, are an integral part of the Corporation’s business activities. Network and information systems related events, such as computer hacking, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, or other malicious activities or any combination of the foregoing or power outages, natural disasters, terrorist attacks, or other similar events could result in damages to the Corporation’s property, equipment and data. These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future. Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Corporation’s information technology systems including personnel and other data that could damage its reputation and require the Corporation to expend significant capital and other resources to remedy any such security breach. Insurance held by the Corporation may mitigate losses however in any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate the Corporation for any disruptions to its business that may result and the occurrence of any such events or security breaches could have a material adverse effect on the business of the Corporation. There can be no assurance that these events and/or security breaches will not occur in the future or not have an adverse effect of the business of the Corporation.

 

It may be difficult to anticipate the effects of COVID-19 to the Corporation.

The Corporation has not assessed the potential impacts, if any, that COVID-19 may have on its business and operations, which could include the Corporation’s ability to purchase products and/or services at reasonable costs in the operation of its business and to stay on schedule due to the reliance on external parties in the permitting process. In order to minimize potential impacts on the Corporation’s personnel and operations, it introduced a ‘work from home’ policy at its offices in Canada and Idaho, has reduced travel and transitioned to virtual meetings where feasible. The Corporation has and will continue to take other measures recommended by Health Canada and the US Center for Disease Control, as appropriate.

 

CAUTIONARY NOTE IN RESPECT OF MINERAL RESOURCES AND MINERAL RESERVES

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. The Project 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. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

 

The mineral resources and mineral reserves at the Project are contained within areas that have seen extensive disturbance resulting from prior mining activities. For Midas Gold to advance its interests at the Stibnite site, the Project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. However, Midas Gold is not aware of any environmental, permitting, legal or other reasons that would prevent it from advancing the Project.

 

This MD&A and the mineral resource and mineral reserve estimates referenced in this MD&A are reported in accordance with the requirements under Canadian securities laws, namely National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), which differ from the requirements under U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Midas Gold is not a SEC registered Corporation nor are any of its subsidiaries.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 22

 

 

 

Exhibit 99.4

 

Form 52-109F1

Certification of Annual Filings

Full Certificate

 

I, Stephen Quin, Chief Executive Officer of Midas Gold Corp., certify the following:

 

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Midas Gold Corp. (the “issuer”) for the financial year ended December 31, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

1

 

 

5.2 ICFR – material weakness relating to design: N/A

  

5.3 Limitation on scope of design: N/A

 

6. Evaluation: The issuer’s other certifying officer(s) and I have

 

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

(ii) N/A

 

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

Date: March 18, 2020

 

/s/ Stephen Quin  
Stephen Quin
Chief Executive Officer

 

2

 

Exhibit 99.5

 

Form 52-109F1

Certification of Annual Filings

Full Certificate

 

I, Darren Morgans, Chief Financial Officer of Midas Gold Corp., certify the following:

 

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Midas Gold Corp. (the “issuer”) for the financial year ended December 31, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

1

 

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Evaluation: The issuer’s other certifying officer(s) and I have

 

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

(ii) N/A.

 

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

Date: March 18, 2020

 

/s/ Darren Morgans  

Darren Morgans

Chief Financial Officer

  

2

 

 

Exhibit 99.6

 

  

 

NEWS RELEASE

January 29, 2019

#2019-01

 

 

State & Federal Agencies Update Permitting Schedule for Midas Gold’s Stibnite Gold Project

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

 

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

 

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

 

Joint Review Process

 

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

 

Updated Schedule

 

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

 

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

 

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

 

Page 1 of 3

 

 

 

 

Effects of the US Government Shutdown

 

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

 

Next Steps in the Regulatory Process

 

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

 

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

 

Community Engagement

 

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

 

Feasibility Study Status

 

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

 

Stibnite Gold Project Permitting Background

 

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.

 

Page 2 of 3

 

 

 

 

For further information about Midas Gold Corp., please contact:

Liz Monger -- Manager, Investor Relations

(t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

Forward-Looking Information

 

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

 

Page 3 of 3

 

Exhibit 99.7

 

     
 

NEWS RELEASE

January 31, 2019

 

#2019-02

 

 

Midas Gold Reports Changes to its Board of Directors

Jaimie Donovan to replace Mark Hill as Barrick Gold Nominee

 

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

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

 

Additional Details

 

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

 

 

For further information about Midas Gold Corp., please contact:

Liz Monger -- Manager, Investor Relations

(t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

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

 

Page 1 of 1

 

 

Exhibit 99.8

 

 

ANNUAL INFORMATION FORM

 

 

 

MIDAS GOLD CORP.

 

Suite 890-999 West Hastings Street

Vancouver, British Columbia, V6C 2W2

Telephone: 778-724-4700

E-Mail: info@midasgoldcorp.com

Website: www.midasgoldcorp.com

 

For the year ended December 31, 2018

 

Dated February 21, 2019

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PRELIMINARY NOTES     3
Cautionary Statement Regarding Forward-Looking Statements     3
Compliance with NI 43-101     4
Notice to U.S. Investors on Canadian Disclosure Standard     5
GLOSSARY OF TECHNICAL TERMS     7
CORPORATE STRUCTURE     11
Corporate Structure     11
Organization Chart     11
GENERAL DEVELOPMENT OF THE BUSINESS     12
Three Year History and Significant Acquisitions     12
DESCRIPTION OF THE BUSINESS     15
Summary of the Business     15
Employees     16
Competitive Conditions     16
Environmental Protection     16
Foreign Operations     17
Summary of the Stibnite Gold Project     17
RISKS & UNCERTAINTIES     59
DIVIDENDS AND DISTRIBUTIONS     68
DESCRIPTION OF CAPITAL STRUCTURE     68
Authorized Capital     68
MARKET FOR SECURITIES     69
Trading Price and Volume     69
Prior Sales     69
DIRECTORS AND OFFICERS     70
Name, Occupation and Security Holding     70
Cease Trade Orders, Bankruptcies, Penalties or Sanctions     72
Conflicts of Interest     73
CERTAIN CORPORATE GOVERANCE CONSIDERATIONS     74
Director Term Limits and Other Mechanisms of Board Renewal     74
Social and Environmental Policies     74
Policies Regarding the Representation of Women on the Board     75
Consideration of the Representation of Women in the Director and Executive Officer Identification and Selection Process     75
Issuer's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions     76
Number of Women on the Board and in Executive Officer Positions     76
AUDIT COMMITTEE INFORMATION     77
Audit Committee Mandate     77
Composition of the Audit Committee     82
Audit Committee Member Education and Experience     82
Audit Committee Oversight     82

 

 

 

 

 

 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS     83
TRANSFER AGENTS AND REGISTRARS     83
MATERIAL CONTRACTS     84
INTERESTS OF EXPERTS     84
Names of Experts     84
Interests of Experts     84
ADDITIONAL INFORMATION     85

 

 

 

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PRELIMINARY NOTES

 

In this Annual Information Form (“AIF”), Midas Gold Corp. and its 100% owned subsidiaries are collectively referred to as the Corporation or Midas Gold unless specifically identified otherwise. All information contained herein is as at and for the year ended December 31, 2018, unless otherwise specified.

 

All dollar amounts in this AIF are expressed in United States dollars unless otherwise indicated.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This AIF contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”).

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects", “budget”, “estimates”, “intends”, “anticipates”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

 

Forward-looking information includes, but is not limited to, statements regarding:

 

analyses and other information based on expectations of future performance and planned work programs;
possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action;
timing, costs and potential success of future activities on the Corporation's properties, including but not limited to development and operating costs in the event that a production decision is made;
potential results of exploration, development and environmental protection and remediation activities;
future outlook and goals;
permitting time lines and requirements, regulatory and legal changes, requirements for additional capital, requirements for additional water rights and the potential effect of proposed notices of environmental conditions relating to mineral claims; and
planned expenditures and budgets and the execution thereof.

 

Statements concerning mineral resource and mineral reserve estimates may also be deemed to constitute forward-looking information to the extent that such statements involve estimates of the mineralization that may be encountered if a property is developed. Any forward-looking information contained herein is stated as of the date of this document and Midas Gold does not intend, and does not assume any obligation, to update such forward-looking information to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events unless required to do so by law or regulation.

 

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With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; 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 Corporation's expectations; that the current exploration, development, environmental other objectives concerning the Corporation's Stibnite Gold Project (the “Project” or “Stibnite Gold Project”) can be achieved and that the Corporation's other corporate activities will proceed as expected; that the current price and demand for gold and other metals 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 Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by such forward-looking information. In addition to those discussed in the Corporation's public disclosure record, such risks and other factors include, among others, the risks and uncertainties set out under the heading “Risks and Uncertainties” in this AIF.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such forward- looking information.

 

Compliance with NI 43-101

 

The technical information in this AIF has been prepared in accordance with Canadian regulatory requirements set out in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and reviewed and approved by Stephen P. Quin, P. Geo., President and CEO of the Corporation and a Qualified Person (as hereinafter defined).

 

The Prefeasibility Study (“PFS”) Technical Report dated December 15, 2014 (the “PFS Technical Report” or the “2014 PFS”) referred to herein was compiled by M3 Engineering & Technology Corp. (“M3”) for Midas Gold.

 

Midas Gold commissioned this study to provide a PFS-level assessment of the Project. The following companies also contributed to the PFS Technical Report, excerpts of which are included herein:

 

· Kirkham Geosystems Ltd. (geology, drilling, data verification and mineral resource estimates);
· Blue Coast Metallurgy Ltd. (mineral processing and metallurgical testing);
· Independent Mining Consultants Inc. (mineral reserves, mine planning and related capital and operating costs);
· Allen R. Anderson Metallurgical Engineer Inc. (recovery methods);
· HDR Engineering Inc. (access road); and
· Tierra Group International Ltd. (climatology, hydrology, tailings and water management infrastructure, closure and related matters).

 

 

- 5 -

 

Garth Kirkham, P.Geo., of Kirkham Geosystems Ltd. is the Qualified Person responsible for the Yellow Pine and Hangar Flats mineral resource estimates as reported in the Corporation’s news release dated February 15, 2018. He read and approved the relevant technical portions of the news release related to the mineral resource estimates for which he is responsible. Bart Stryhas, C.P.G. and former Chief Geologist of the Stibnite Mine (part of the West End deposit), is the Qualified Person responsible for the West End mineral resource estimate and West End geologic model for the purposes of NI43-101. He has read and approved the relevant technical portions of the Corporation’s February 15, 2018 news release related to the mineral resource estimates for which he is responsible.

 

Mineral Resources (as defined herein) that are not Mineral Reserves (as defined herein) do not have demonstrated economic viability. Mineral Resource estimates do not account for mineability, selectivity, mining loss and dilution. These Mineral Resource estimates include Inferred Mineral Resources (as defined herein) that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is also no certainty that these Inferred Mineral Resources will be converted to the Measured Resource (as defined herein) and Indicated Resource (as defined herein) categories through further drilling, or into Mineral Reserves, once economic considerations are applied.

 

The Mineral Reserves and Mineral Resources at the Stibnite Gold Project are contained within areas that have seen historic disturbance resulting from prior mining activities and which have been subject to a number of regulatory actions and consent decrees in respect of these past activities. In order for the Corporation to advance its interests at Stibnite, the project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. See "Description of the Business - Environmental and Other Matters Pertaining to the Mineral Properties".

 

For readers to fully understand the technical information in this AIF they should read the PFS Technical Report (available on SEDAR at www.sedar.com under the Corporation’s profile) in its entirety, including all qualifications, assumptions and exclusions that relate to the technical information set out in this AIF. The PFS Technical 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 the PFS Technical Report is subject to the assumptions and qualifications contained in the PFS Technical Report.

 

Notice to U.S. Investors on Canadian Disclosure Standard

 

This AIF, including any documents incorporated by reference herein, has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of United States securities laws. In Canada, an issuer is required to provide technical information with respect to mineralization, including Mineral Reserves and Mineral Resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the U.S. Securities and Exchange Commission (“SEC”) applicable to registration statements and reports filed by United States companies pursuant to the U.S. Securities Act of 1933 or the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). As such, information contained in this AIF and the documents incorporated by reference herein concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

 

 

- 6 -

 

As noted above, this AIF and the documents incorporated by reference herein include Mineral Resource and Mineral Reserve estimates that are reported in accordance with NI 43-101, as required by Canadian securities regulatory authorities and which differ from the requirements under U.S. securities laws. In particular, this AIF (and the documents incorporated by reference herein) use the terms “Indicated Mineral Resource”, "Inferred Mineral Resource”, and “Probable Mineral Reserve”. While these terms are recognized and required by Canadian regulations (under NI 43-101), these standards differ significantly from the requirements under the SEC Industry Guide 7. In addition, the documents incorporated by reference in the AIF include disclosure of contained metal within the reported Mineral Resources and Mineral Reserves. Although such disclosure is permitted under Canadian regulations, the SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves in accordance with SEC guidelines. Midas Gold is not a SEC registered Corporation nor is any of its subsidiaries.

 

The definitions of Probable Mineral Reserves (as defined herein) used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 (under the U.S. Exchange Act), as interpreted by the staff of the SEC, mineralization may not be classified as a "reserve" for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards.

 

United States investors are cautioned not to assume that the portions of the mineral deposits identified as an "Indicated Mineral Resource" or "Inferred Mineral Resource" that are not currently defined as Mineral Reserves under NI 43-101 or that any part or all of the mineral deposits identified as an "Indicated Mineral Resource" or "Inferred Mineral Resource" or “Probable Mineral Reserve” will ever be converted to Mineral Reserves as defined under SEC Industry Guide 7. Further, "Inferred Mineral Resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except in certain specific cases. U.S. investors are cautioned not to assume that part or all of an Inferred Mineral Resource exists, or is economically or legally mineable.

 

 

- 7 -

 

 

GLOSSARY OF TECHNICAL TERMS

 

Conversion Factors

 

To Convert From To Multiply By
Feet Metres (m) 0.305
Metres Feet (ft) 3.281
Miles Kilometres (km) 1.609
Kilometres Miles 0.6214
Hectares Acres (ac) 2.471
Grams Ounces (Troy) (oz) 0.03215
Grams/Tonnes Ounces (Troy)/Short Ton (oz/ton) 0.02917
Tonnes (metric) Pounds (lbs) 2,205
Tonnes (metric) Short Tons (st) 1.1023

 

The following is a glossary of certain technical terms used in this AIF:

 

Acre or ac means an area of 4,840 square yards or 43,560 square feet or 0.4047 hectares.

 

Ag means silver.

 

Arsenopyrite means a mineral composed of iron, arsenic and sulphur (FeAsS)

 

Assay means, in economic geology, to analyze the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition, purity, weight or other properties of commercial interest.

 

Au means gold.

 

CERCLA means Comprehensive Environmental Response, Compensation, and Liability Act, known also as Superfund.

 

CIM means the Canadian Institute of Mining, Metallurgy and Petroleum.

 

Deposit means a mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable ore body or as containing ore reserves, until final legal, technical, and economic factors have been resolved.

 

Feasibility Study or FS, under CIM standards, means a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility Study.

 

The term proponent captures issuers who may finance a project without using traditional financial institutions. In these cases, the technical and economic confidence of the Feasibility Study is equivalent to that required by a financial institution.

 

g/t Au means grams of gold per tonne of material.

 

Grade means the amount of valuable metal in each tonne of ore, expressed as grams per tonne (g/t) for precious metals and as percent (%) for antimony.

 

Host means a rock or mineral that has been intruded by younger rocks or minerals.

 

 

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Indicated Resource or Indicated Mineral Resource, under CIM standards, means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

 

Inferred Resource or Inferred Mineral Resource, under CIM standards, means an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

 

Intrusion means the process of emplacement of magma in a pre-existing rock, and also the igneous rock mass so formed.

 

km means kilometre(s).

 

m means metre(s) (equivalent to 3.281 feet).

 

M means million.

 

Measured Resource or Measured Mineral Resource, under CIM standards, means a Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

 

Mineralization means the concentration of metals and their chemical compounds within a body of rock.

 

Mineral Reserve or mineral reserve, under CIM standards, means the economically mineable part of a Measured or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by a pre-feasibility study or a feasibility study as appropriate that includes application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. Mineral Reserves under CIM standards are those parts of Mineral Resources which, after the application of all mining factors, result in an estimated tonnage and grade which, in the opinion of the qualified person(s) making the estimates, is the basis of an economically viable project after taking account of all Modifying Factors. Mineral Reserves are inclusive of diluting material that will be mined in conjunction with the Mineral Reserves and delivered to the treatment plant or equivalent facility. The term ‘Mineral Reserve’ need not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals. Under CIM standards, Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve.

 

 

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Mineral Resource or mineral resource, under CIM standards, means a Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Under CIM standards, Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.

 

Modifying Factors means the factors used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

 

NI 43-101 means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

 

Ore means a mineral reserve of sufficient value as to quality and quantity to enable it to be mined at a profit.

 

Ounce or oz means a troy ounce or twenty penny weights or 480 grains and is equivalent to 31.1035 grams.

 

Oz/t or oz/st means a troy ounce per short ton.

 

plan of restoration and operations or "Plan of Restoration and Operations" for a mining project on National Forest Lands is a summary of activities intended proposed to occur on Federal Lands. The plan provides the Forest Service with a list of the proponents contact and legal information, name of mining district or mineralized area, surface disturbance map, description of the type and magnitude of proposed operations, estimated timing of activities, and plans for reclamation of disturbed areas during and following mining related activities.

 

POx means pressure oxidation.

 

Preliminary Economic Assessment or PEA as defined in NI 43-101means a study, other than a Pre-Feasibility or Feasibility Study, that includes an economic analysis of the potential viability of mineral resources.

 

Pre-Feasibility Study or Preliminary Feasibility Study or PFS means a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study. The CIM Definition Standards requires the completion of a Pre-Feasibility Study as the minimum prerequisite for the conversion of Mineral Resources to Mineral Reserves.

 

PRO means the Plan of Restoration and Operations that was filed by the Corporation with the US Forest Service in September 2016.

 

Probable Reserves or Probable Mineral Reserves, under CIM standards, means the economically mineable part of an Indicated Mineral Resource and, in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

 

 

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Proven Reserves or Proven Mineral Reserves, under CIM standards, means the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

 

Pyrite means a mineral composed of iron and sulphur (FeS2).

 

Qualified Person conforms to that definition under NI 43-101 and means an individual who (a) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (b) has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice; (c) has experience relevant to the subject matter of the mineral project and the technical report; (d) is in good standing with a professional association; and (e) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires (A) a favourable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or (B) a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining.

 

Quartz means a mineral composed of silicon and oxygen (SiO2).

 

RC means reverse circulation.

 

Sampling means a technique for collecting representative sub-volumes from a larger volume of geological material. The particular sampling method employed depends on the nature of the material being sampled and the kind of information required.

 

Sb means antimony.

 

Sediment means a solid material that has settled down from a state of suspension in a liquid. More generally, solid fragmental material transported and deposited by wind, water or ice, chemically precipitated from solution, or secreted by organisms, and that forms in layers in loose unconsolidated form.

 

Stibnite means a sulphide mineral composed of antimony and sulphur (Sb2S3)

 

Sulphide means a group of minerals in which one or more metals are found in combination with sulphur.

 

Tonne means a metric unit of mass equivalent to volume multiplied by specific gravity; equivalent to 1.102 tons or 1,000 kilograms (equivalent to 2,204.6 pounds).

 

Vein means a sheet-like intrusion into a fissure or crack, commonly bearing quartz.

 

 

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CORPORATE STRUCTURE

 

Corporate Structure

 

The Corporation was incorporated under the Business Corporations Act (British Columbia) on February 22, 2011 under the name "Midas Gold Corp.".

 

The Corporation’s head office and its registered and records office is located at Suite 890, 999 West Hastings Street, Vancouver, British Columbia V6C 2W2.

 

Organization Chart

 

The following chart shows the intra-corporate relationships between the Corporation and its subsidiaries:

 

 

 

Midas Gold Idaho, Inc. has no ownership interest in the Stibnite Gold Project, rather it manages the activities on the Project for the owners, Idaho Gold Resources Company, LLC and Stibnite Gold Company.

 

During 2016, the Corporation completed a reorganisation of its subsidiaries whereby (a) Idaho Gold Resources Company, LLC (formerly Idaho Gold Holding Company) merged with Midas Gold Washington, Inc. and converted to a Limited Liability Company; and (b) Stibnite Gold Company (formerly MGI Acquisition Corporation) merged with Idaho Gold Resources, LLC.

 

Idaho Gold Resources Company, LLC holds title to the West End deposit and all unpatented exploration claims. Stibnite Gold Company holds title to the Yellow Pine and West End deposits.

 

Unless the context otherwise indicates, reference to the term the "Corporation" or "Midas Gold" in this AIF includes Midas Gold Corp. and its subsidiaries.

 

 

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GENERAL DEVELOPMENT OF THE BUSINESS

 

Three Year History and Significant Acquisitions

 

On March 17, 2016, the Corporation announced that it had completed a strategic investment raising gross proceeds of US$42.5 million (C$55.2 million), which financing was fully backstopped by fund manager Paulson & Co. Inc. (“Paulson”). The financing was comprised of a Canadian dollar denominated 0.05% senior unsecured convertible notes (the “Notes”) for US$38.5 million (C$50.0 million) and common shares in the aggregate amount of US$4.0 million (C$5.2 million). Paulson, on behalf of the several investment funds and accounts managed by it, acquired US$25.0 million (C$32.5 million) of the Notes, existing shareholders having taken up their maximum allotment, comprised of the remainder of the Notes and the common shares. The Notes, among other terms and conditions, have a term of seven years and may be converted into common shares of Midas Gold at a price of C$0.3541 per share. This financing provided the Corporation with the funds needed to advance permitting for mine development for the Project and towards completion of a feasibility study, as well as for general corporate expenses.

 

Subsequent to completion of the March 2016 financing, the Corporation increased its level of activities, advancing the preparation of a detailed plan for the restoration and operation of the Project, defining and collecting representative metallurgical samples required for testing for the completion of a feasibility study, advancing geologic modelling to define and prioritize areas for possible drilling where there were accretive opportunities to reduce risk or enhance the net present value of the Project (as defined in the PFS) and other optimizations for the Project. In parallel with these activities, Midas Gold engaged in a review process of its plans for the restoration and operation of the site, including third party technical reviews, community engagement, discussions with a variety of stakeholder groups about the designs, concepts and alternatives for the Project, all with the objective of obtaining feedback, improving and optimizing the Project from an environmental, social, technical and economic perspective and ensuring that the plan for restoration and operations properly reflects the values of Idahoans.

 

In July 2016, the Corporation also announced that it had commenced feasibility level metallurgical testing, a critical path item in advance of preparing a Feasibility Study on the Project. This work was expected to continue through the second quarter of 2017 and was intended to provide sufficient supporting process information to advance the Project through completion of a Feasibility Study. The test program included the collection of approximately a 14-ton bulk sample from existing core material in preparation for metallurgical pilot plant testing. On February 14, 2017, Midas Gold announced results to date for the metallurgical program.

 

In August 2016, the Corporation further announced that would initiate a drill program for its Stibnite Gold Project. The objective for the drill program was to improve, expand and de-risk the mineral resources defined in the PFS before commencing the Feasibility Study. Positive results could enhance the Project economics in the planned FS. The drill program commenced in September and was scheduled to continue into 2017. Results from the drill holes completed as part of this program were reported in 2016 and 2017.

 

On September 21, 2016, Midas Gold Idaho, Inc. (“MGII”), on behalf of the Project owners, filed a Plan of Restoration and Operations (the "PRO") with the U.S. Forest Service and Idaho Department of Lands in order to initiate the environmental assessment and permitting process for the Project. Midas Gold expected the U.S. Forest Service and Idaho Department of Lands to commence the public review process of the PRO in accordance with the U.S. National Environmental Policy Act and other requirements.

 

 

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In conjunction with the filing of the PRO, also in September 2016, the Corporation appointed Laurel Sayer as President and Chief Executive Officer of MGII, Midas Gold’s operating subsidiary in Idaho that operates the Project. In addition, Midas Gold announced the appointment of Michael Bogert to the board of directors of Midas Gold Corp., replacing Ms. Sayer as she stepped down to take on her new role. These appointments reflected Midas Gold's objective of increasing local accountability and local representation in all its activities.

 

The U.S. Forest Service and Idaho Department of Lands conducted an internal review to determine the PRO's adequacy and completeness. On December 13, 2016, the U.S. Forest Service reported that it has determined that the PRO filed by MGII on September 21, 2016 for the restoration, re-development and operation of the Project in Valley County, Idaho has met the requirements for a plan of operations under U.S. Forest Service regulations. With this determination, the U.S. Forest Service confirmed that Midas Gold had provided sufficient information in the PRO to commence the formal review of the Stibnite Gold Project under the National Environmental Policy Act (“NEPA”).

 

In February 2017, the Corporation provided an update on the feasibility-level metallurgical testing program being carried out on the Stibnite Gold Project, reporting on the grinding and flotation work completed to date. The results of this work are an important foundation for the planned Feasibility Study for the Project.

 

Also during February 2017, the Corporation reported the final results from its ongoing mineral resource optimization drill program at the Stibnite Gold Project. These results, along with additional geological, geochemical and assay information collected from prior Midas Gold drill holes and historical information, were incorporated into an updated geological model and mineral resource estimate that was announced in February 2018.

 

On March 28, 2017, the Corporation announced that the U.S. Forest Service had begun its analysis, under the National Environmental Policy Act, of MGII’s, proposed plan of restoration and operations for the Stibnite Gold Project.

 

In early April 2017, the Corporation announced that M3 was awarded a contract to lead the Feasibility Study, with additional FS support to be provided by Blue Coast Metallurgy Ltd., Tierra Group International Ltd., SRK Consulting, Kirkham Geosystems Ltd., STRATA, and others, as necessary.

 

Also during April 2017, the Corporation announced that the United States Forest Service had selected AECOM to assist the agency in evaluating the Stibnite Gold Project.

 

In May 2017, Trade & Industry Development Magazine announced that MGII received a Corporate Investment and Community Impact (“CiCi”) award in the ‘Community Impact Division’. The nomination for the CiCi award was submitted by the Idaho Department of Commerce and West Central Mountains Economic Development Council (“WCMED”) in recognition of MGII’s robust community engagement programs that include over $230,000 in corporate giving to community programs, schools and sponsorships, and over 1,800 staff volunteer hours since 2013.

 

On June 5, 2017, the Notice of Intent (“NOI”) to prepare an Environmental Impact Statement (“EIS”) on the proposed Stibnite Gold Project’s PRO was published in the Federal Register by the US Forest Service. The scoping was completed as scheduled in July 2017.

 

On September 7, 2017, the Corporation provided additional results from its 2017 drilling program at Stibnite.

 

 

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On September 18, 2017, the Corporation announced that seven federal, state and local agencies entered into an agreement outlining their commitment to work together and coordinate their efforts to permit the Project The U.S. Forest Service (which is the lead permitting agency), U.S. Army Corps of Engineers, U.S. Environmental Protection Agency, Idaho Department of Lands, Idaho Department of Environmental Quality, the Idaho Governor’s Office of Energy and Mineral Resources and Valley County were signatories to the memorandum of understanding for the Project.

 

In February 2018, the Corporation reported on updated mineral resources and continuing progress in its feasibility-level metallurgical test program for the Project, which test program it expected to complete in the second quarter of 2018.

 

On February 22, 2018, the Corporation reported that Idaho’s House of Representatives and Senate passed a joint memorial asking the President of the United States, Idaho’s congressional delegation, the Administrator of the Environmental Protection Agency, the Secretary of the Interior and the Secretary of Agriculture to take the steps necessary to approve the Project in a timely and cost-effective manner. The joint memorial was passed with overwhelming support.

 

On March 21, 2018, the Corporation reported that it had appointed Javier Schiffrin, Senior Vice President, Paulson & Co. Inc., to its board of directors following the resignation of Victor Flores. Mr. Schiffrin was nominated by Paulson & Co. under the investor rights agreement entered into with Midas Gold in relation to the March 2016 financing that was backstopped by Paulson & Co. Mr. Flores had been appointed to the board in 2016 as one of Paulson & Co.’s two nominees under that agreement.

 

On May 9, 2018, the Corporation announced that it had entered into an agreement with Barrick Gold Corporation (NYSE:ABX / TSX:ABX) (“Barrick”) whereby Barrick would purchase 46,551,731 common shares of Midas Gold in a non-brokered private placement (the “Placement”) at a price of C$1.06 per share for gross proceeds of US$38,065,907. The Placement resulted in Barrick owning 19.9% of the issued and outstanding shares in Midas Gold on a post-transaction basis, and 12.4% assuming conversion of the Notes. The transaction closed on May 16, 2018.

 

Also during May 2018, the Corporation announced that it had increased the size of its board of directors from seven to eight members and appointed Mark Hill, Chief Investment Officer with Barrick to fill the additional position. The increase in board size was in accordance with the terms of the investor rights agreement entered into with Barrick in conjunction with the Placement.

 

On August 9, 2018, the Corporation announced that it had appointed Brad Doores to its Board of Directors, replacing Michael Bogert, who stepped down from the Board at the same time in a planned transition to working more closely with the Corporation on permitting-related matters. On August 30, 2018, it was announced that Michael Bogert had been appointed General Counsel for Midas Gold Idaho, Inc., Midas Gold’s wholly owned subsidiary leading the regulatory process for the Project.

 

On October 10, 2018, the Corporation announced that the Nez Perce Tribal Executive Committee had adopted a resolution formally opposing the Stibnite Gold Project. The Nez Perce Tribe is one of the three tribes being consulted by the U.S. Forest Service (“USFS”) under the National Environmental Policy Act review process. Midas Gold has and will continue to reach out to the Nez Perce Tribe and hopes to address their concerns.

 

 

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On December 4, 2018, the Corporation announced that it, Midas Gold Idaho, Inc. and seven of the communities closest to the Stibnite Gold Project site officially established a community agreement. Through the creation of the Stibnite Advisory Council, the agreement establishes a collaborative environment for the companies and local communities to work together throughout the life of the project and provides a venue for cities and counties to address concerns and opportunities directly with Midas Gold. It also creates the Stibnite Foundation to support community projects. Subsequent to year end, an eighth community also signed the community agreement, while another community deferred consideration of the agreement until after the draft EIS is published. Midas Gold also withdrew its request for Valley County to join the community agreement due to a perception of a conflict of interest by some members of the community given Valley County’s role as a cooperating agency under NEPA. The Stibnite Advisory Council has been established and is meeting regularly to discuss various matters related to the Project, and the Stibnite Foundation is in the process of being created as of the date of this AIF.

 

There were several updates to the permitting schedule during the year and again subsequent to year end. On July 3, 2018, the Corporation announced that the USFS had provided its quarterly update to the anticipated permitting schedule for the Project. The USFS, in cooperation with the six other federal, state and local agencies responsible for the permitting schedule, anticipated issuing a draft EIS for public comment in February 2019, with a Final EIS and Draft Record of Decision (“ROD”) by October 2019. This would have allowed for an approved Final ROD in March 2020. On October 1, 2018, the Corporation announced that the USFS had provided its subsequent quarterly update to the anticipated permitting schedule for the Project which anticipated issuing a draft EIS for public comment in May 2019, with a Final EIS and Draft ROD in February 2020, followed by an approved Final ROD in May 2020.

 

Subsequent events

 

Subsequent to year end, on January 29, 2019, the Corporation announced that it has been advised that the USFS anticipates issuing a draft EIS for public comment in Q3 2019, with a Final EIS and Draft ROD in Q2 2020 and a Final ROD in Q3 2020. This updated schedule accommodates the review and analysis of a considerable amount of additional information requested by the agenciesand provided by Midas Gold during the quarter, including information and water modelling related to potential development alternatives such as alternate transportation routes to the Project and alternate tailings storage facility locations, and the integration of consultations required by other agencies to meet their regulatory obligations. The USFS will continue to issue quarterly updates to the anticipated schedule as the process advances. At that time, Midas Gold also reported that this schedule has been impacted by the partial shutdown of the US Government and could be further affected by future shutdowns of the US Government. With a second partial shutdown of the US Government avoided in February, 2019, the agencies and Midas Gold are evaluating the impact of the late 2018-January 2019 partial shutdown and the request for addition information and water modelling, but Midas Gold anticipates that the impact would be to defer the draft EIS until the end of 2019 and the Final ROD to the end of 2020.

 

Also subsequent to year end, on January 31, 2019, the Corporation announced that it has appointed Jaimie Donovan to its Board of Directors, replacing Mark Hill, who resigned as Barrick’s nominee thereon.

 

DESCRIPTION OF THE BUSINESS

 

Summary of the Business

 

The Corporation is an exploration development-stage company engaged in acquiring mining properties with the intention of exploring, evaluating and placing them into production, if warranted. Currently, its principal business is the exploration and, if warranted, redevelopment, restoration and operation of the Stibnite Gold Project in Idaho, USA.

 

 

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Mineral exploration and development are expected to constitute the principal business of the Corporation for the coming years. In the course of realizing its objectives, it is expected the Corporation may enter into various agreements specific to the mining industry, such as purchase or option agreements to purchase mining claims and joint venture agreements.

 

The Corporation’s principal mineral project is the Stibnite Gold Project, which contains several mineral deposits. The Corporation’s current focus is to explore, evaluate and potentially redevelop three of the deposits known as the Hangar Flats Deposit, West End Deposit and Yellow Pine Deposit, all of which are located within the Stibnite Gold Project as in the location map (Figure 1.1), below, as well as reprocess certain historical tailings located on the Project. These development activities would be undertaken in conjunction with a major restoration program designed to address impacts related to historical activities in the Project area. Such restoration activities are an integral component of the PRO.

 

Employees

 

At December 31, 2018, the Corporation had 43 employees. A total of 39 employees were employed in Idaho and were directly related to the mineral exploration and development activities of the Stibnite Gold Project, with the remaining four persons employed in Vancouver in respect of executive management and administrative support. The Corporation also contracts out certain activities, such as drilling, metallurgical testing and feasibility study preparation to specialized service providers. As a result of the seasonal nature of field activities, the number of people on site and in the Corporation’s Donnelly facilities can vary. Typically there could be 20 - 50 or more persons engaged in field activities on site when actively drilling with multiple rigs, and an additional 5 - 10 or more people providing support activities in Donnelly. These numbers are significantly lower when there is no drilling underway. Significant aspects of the exploration and development business require specialized skills and knowledge in areas that include geology, mining, metallurgy, engineering, environmental contamination treatment, permitting and regulatory compliance, as well as environmental and social policy issues. While recent activity within the industry in general has made it more challenging to recruit and retain qualified employees, Midas Gold has been successful to date in recruiting and retaining key personnel necessary to its operating needs.

 

Competitive Conditions

 

The gold exploration and mining business is a competitive business. The Corporation competes with numerous other companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. See “Risk Factors – The Corporation’s Risks”.

 

Environmental Protection

 

The Corporation’s operations are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions of spills, releases or emissions of various substances related to mining industry operations, which could result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties Environmental legislation is evolving, which means stricter standards and enforcement, fines and penalties for non-compliance are becoming more stringent. Environmental assessment of proposed projects carries a heightened degree of responsibility for companies and directors, officers and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Corporation’s operations, including its capital expenditures and competitive position.

 

 

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For Midas Gold’s work in relation to environmental matters at the Stibnite Gold Project, see “Summary of the Stibnite Gold Project – Environmental Studies” and “Summary of the Stibnite Gold Project – Environmental Mitigation and Remediation”. Also see “Risk Factors – Industry Risks”.

 

Foreign Operations

 

The Company is incorporated pursuant to the laws of British Columbia, Canada and is a reporting issuer in each of the provinces of Canada, except Quebec. The Company is dependent upon its ownership of the Stibnite Gold Project that is located in Idaho, USA.

 

Summary of the Stibnite Gold Project

 

The following description of the Stibnite Gold Project in Idaho is derived from the summary contained in the PFS Technical Report dated December 15, 2014 compiled by Conrad E. Huss, P.E., Garth D. Kirkham, P. Geo, Christopher J. Martin, C. Eng, John M. Marek, P.E. Allen R. Anderson, P.E., Richard C. Kinder, P.E. and Peter E. Kowalewski, P.E. are the qualified persons. The entire PFS Technical Report is incorporated by reference into this AIF except to the extent that its contents are modified, updated or superseded by a statement contained in this AIF (which does not need to state that such statement has modified, updated or superseded such contents). See the various “Post-PFS” updates below for matters that have changed from the PFS summary below. For readers to fully understand the information in this AIF, they should read the PFS Technical Report (available for review under the Corporation’s profile on SEDAR at www.sedar.com) in its entirety, including all qualifications, assumptions and exclusions that relate to the information set out in this document which qualifies the technical information set out in the PFS Technical Report. The PFS Technical Report is intended to be read as a whole, and summaries or sections should not be read or relied upon out of context. The technical information in the PFS Technical Report is subject to the assumptions and qualifications contained therein and to the updates provided below.

 

Property Description and Location

 

The Stibnite Gold Project is located in central Idaho, USA. The Project lies approximately 100 miles (mi) northeast of Boise, Idaho, 38 mi east of McCall, Idaho, and approximately 10 mi east of Yellow Pine, Idaho.

 

Figure 1.1 illustrates the location of the Project.

 

The Hangar Flats, West End, and Yellow Pine deposits, along with the Historic Tailings, lie within mineral concessions controlled by Midas Gold, as are other exploration prospects and targets identified in the PFS Technical Report. Mineral rights controlled by Midas Gold include patented lode claims, patented mill site claims, unpatented federal lode claims, and unpatented federal mill site claims and encompass approximately 29,223 acres or 45.6 square miles. The claims are 100% owned, except for 27 patented lode claims that are held under an option to purchase. The Project is subject to a 1.7% NSR Royalty on gold only. There is no royalty on silver or antimony.

 

Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

The Stibnite Gold Project is located approximately 152 road-miles northeast of Boise, Idaho in an area of deeply incised drainage related to the East Fork of the South Fork of the Salmon River (EFSFSR) at an elevation of ~ 6,500 feet (ft) with nearby mountains rising to an elevation of approximately 7,800 to 8,900 ft.

 

 

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The climate is characterized by moderately cold winters and mild summers. Most precipitation occurs as snowfall in the winter and rain during the spring. The local climate allows for year-round operations, as evidenced by historical production over extended periods, and climate information.

 

Ground access to the Property is currently available by road from the nearby towns of Cascade, Idaho, an 84 mi drive and, during the snow free months, from McCall, Idaho, which is a 63-mi drive. The closest rail is in Cascade, while the closest access for sea transportation is on the west coast of the US and Canada, or via the inland port of Lewiston, ID.

 

Power-lines would need to be installed/upgraded from the main regional Idaho Power Corporation (IPCo) substation at Lake Fork to the Project site, a distance of 42 mi, along an existing and previously used right-of-way.

 

Midas Gold has four permanent and three temporary water rights in the District.

 

 

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Figure 1.1: Location Map of the Stibnite Gold Project

 

 

History

 

The Project is located in a past-producing area near the historical town of Stibnite. Since the late 1920s, gold, silver, antimony, tungsten, and mercury mineralized materials have been mined in the area by both underground and, later, open pit methods, creating numerous open pits, underground workings, large-scale development rock dumps, heap leach pads, spent heap leach ore piles, tailings depositories, a mill site, three town sites, an airstrip, and other disturbances, some of which still exist today. Antimony-tungsten-gold sulphide milling operations ceased in 1952 as a result of lower metal prices following the end of the Korean War, while mercury operations on the Cinnabar claims continued until 1963. Exploration recommenced in 1974, followed by open pit mining and seasonal on-off heap leaching from 1982 to 1997. Midas Gold commenced its exploration activities in 2009.

 

 

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Table 1.1 summarizes the approximate historical production for the Project by area; additional details are provided in Section 6.

 

Table 1.1: Estimated Historical Metal Production

 

Area   Production
Years
  Tons Mined
(st)
    Recovered
Au (oz)
    Recovered
Ag (oz)
    Recovered
Sb (st)
    Recovered
WO3 (units)(1)
 
Hangar Flats   1928 - 38     303,853       51,610       181,863       3,758       67  
Yellow Pine   1938 - 92     6,493,838       479,517       1,756,928       40,257       856,189  
West End   1978 - 97     8,156,942       454,475       149,760       -       -  
Totals         14,954,633       985,602       2,088,551       44,015       856,256  

 

Note:

(1)    A unit of WO3 (tungsten trioxide) is 1% of a short ton (20 pounds), and WO3 is 79.3% tungsten. A short ton unit of WO3, therefore, equals 20 pounds of WO3 and contains 15.86 pounds of tungsten.

 

Geological Setting and Mineralization

 

The Project area is underlain by pre-Cretaceous “basement” sediments, the Cretaceous-age Idaho Batholith (granitic), Tertiary-age intermediate to felsic intrusions and volcanics, younger unconsolidated sediments derived from erosion of the older sequences and glacial materials.

 

Large, north-south striking, steeply dipping to vertical structures exhibiting pronounced gouge and multiple stages of brecciation occur in the central and eastern portions of the property and are often associated with east-west and northeast-southwest trending splays and dilatant structures.

 

Intrusive-hosted precious metals mineralization typically occurs in structurally prepared zones in association with very fine-grained disseminated arsenical pyrite (FeS2) and, to a lesser extent, arsenopyrite (FeAsS), with gold almost exclusively in solid solution in these minerals.

 

Antimony mineralization occurs primarily associated with the mineral stibnite (Sb2S3). Zones of silver-rich mineralization locally occur with antimony and are related to the presence of pyrargyrite (Ag3SbS3), hessite (Ag2Te) and acanthite (Ag2S).

 

Metasediment-hosted mineralization has a similar sulfide suite and similar geochemistry to the intrusive hosted mineralization, but with higher carbonate content in the gangue and a much more diverse suite of late stage minerals.

 

Deposit Types

 

The origin of the wide variety of mineralization occurrences at the Stibnite Gold Project is attributed to deep-seated intrusives and associated high temperature and high pressure processes to shallow lower temperature, lower pressure hydrothermal processes.

 

 

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Exploration

 

The District has been the subject of exploration and development activities for nearly 100 years. Numerous prospects have been discovered through the years using a variety of methods. Some of these prospects were developed into mines and others remain undeveloped; further, new ones may be discovered as the Project advances and the nature of mineralization previously exploited is better understood.

 

Midas Gold’s analysis of historical data and its exploration since 2009 has identified a number of key exploration opportunities:

 

· There is potential at each of the Hangar Flats, West End and Yellow Pine deposits to increase Mineral Resources and Mineral Reserves at grades higher than cut-off, this potential includes conversion of currently Inferred Mineral Resources to higher confidence levels, conversion of currently unclassified material within the economic pits, and expansion potential immediately adjacent to the existing Mineral Resources and Mineral Reserves that could result in increased Mineral Reserves and reduced strip ratios;

 

· There is good potential to delineate high grade, Au +/- Sb, near surface underground mineral deposits at prospects such as Scout, Garnet and Upper Midnight (based on varying degrees of drilling already completed) that could provide supplemental early mine life, higher margin, mill feed;

 

· There is potential for the discovery and definition of additional mineral deposits along the main mineralized trends, such as between Hangar Flats and Yellow Pine, based on exploration and drilling completed to date;

 

· A number of other prospects have been defined to varying degrees, up to and including detailed drilling, that indicate potential for bulk tonnage disseminated Au deposits similar to those containing the current Mineral Resources – these include the Rabbit and Ridgetop-Cinnamid prospects; and

 

· A number of prospects, such as Mule, have different geologic settings to those discussed above but which could potentially develop into significant mineral deposits.

 

Note: There has been insufficient exploration to define Mineral Resources on these prospects and it is uncertain whether further exploration will result in the targets being delineated as either Mineral Resources or Mineral Reserves.

 

Drilling

 

At the time of the PFS, the Project area, including the three main deposits, had been drilled by numerous operators, totaling 773,744 ft in 2,606 drill holes, of which Midas Gold drilled 550 holes, totaling over 326,275 ft, since 2009 and to the date of the PFS Technical Report. 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. All Midas Gold holes were surveyed and recoveries were generally good to excellent. Industry standard QA/QC procedures were used by Midas Gold, including sample security, blanks, standards and duplicates and these procedures were verified by the Independent QP.

 

 

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Data Verification

 

Extensive data verification programs were undertaken by numerous independent consultants for Midas Gold and by Midas Gold personnel, as discussed in previous NI 43-101 technical reports (SRK, 2011; SRK, 2012) and discussed in the PFS Technical Report. These verification programs were essential in ensuring that the datasets used for the Mineral Resource estimates are validated and verified as adequate for the estimation of Mineral Resources for each of the respective deposits. It was 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 Hanger Flats, West End, Yellow Pine and Historic Tailings deposits was adequate for this purpose and could be relied upon to report the Mineral Resources and Mineral Reserves contained in the PFS Technical Report.

 

Mineral Processing and Metallurgical Testing

 

Subsequent to the test work program undertaken for the 2012 PEA and other historical testing undertaken by prior owners and operators, a total of seven flowsheet development composites and 114 variability composites were prepared for metallurgical testing in support of the PFS from the more than 800 samples collected from the Project. Mineralogical work confirmed that the gold is mostly present in both pyrite and (to a much lesser extent) arsenopyrite, at concentrations that are usually high enough to economically justify flotation concentration followed by POx of the sulfides and cyanidation of the released gold. Oxide zones, mostly in the West End Deposit, contained very fine-grained, discrete gold available to direct cyanidation. Antimony occurs as stibnite, which is typically coarse-grained when occurring in higher-grade samples.

 

After the PEA related testing, grindability testing was conducted on all deposits, including two JK Drop Weight tests, 22 JK SAG mill characterization (SMC) tests, 10 crusher work index and abrasion index tests, 8 rod mill work index, and 24 ball mill work index tests. All composites indicate medium hardness (ball mill work index 13.0 to 14.1 kWh/t) and are amenable to semi-autogenous grinding (SAG) milling, though West End is somewhat more resistant to SAG milling, and Yellow Pine appears to be slightly more resistant to ball milling.

 

Over 300 metallurgical tests were completed on samples from the Yellow Pine, Hangar Flats, West End and Historic Tailings deposits as part of the PFS; in addition, more than 130 tests were completed for the PEA and numerous test programs were completed by prior owners and operators. Despite some mineralogical differences between the deposits, developmental metallurgical testwork has been able to identify a single, modular flowsheet that proved successful when applied to each of the deposits, making it possible to design a single plant that can process all ores from the Project as they are mined. This plant would, when antimony grades are high enough, float off the stibnite to create a saleable antimony concentrate, and then all ores (whether or not antimony is pre-floated) would be subject to bulk flotation of sulfides to produce an auriferous concentrate. Limited testwork on the Historic Tailings showed that they could be successfully co-processed through either flowsheet with the early production Yellow Pine ores.

 

At most times, the rougher flotation concentrates are expected to meet the POX sulfur content requirements and not require further cleaning, although West End concentrates require additional processing to reject carbonate-bearing (CO3) minerals from the gold concentrates to produce a POX friendly concentrate.

 

 

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Developmental leaching test work was also undertaken on the West End oxide ores, as well as on select flotation tailings produced from partially oxidized mineralization from Hangar Flats and West End. West End oxide leach studies indicate that 96% of the extracted gold leaches in the first six hours, with another 2% leached over the final 18 hours. Leach studies on the flotation tailings from Hangar Flats and West End indicate that any leachable gold in the flotation tailings was also fast leaching and could contribute significantly to gold recovery. Leach studies on the flotation tailings from Yellow Pine suggest little incremental recovery, but leaching them would provide additional assurance against losses of cyanide-soluble gold.

 

The projected overall recoveries for each deposit are shown on Figure 1.2 and Figure 1.3.

 

Figure 1.2: Gold and Silver Recoveries to Doré

 

 

 

Figure 1.3: Antimony Concentrate Recoveries

 

 

 

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Mineral Resource Estimates*

 

The Mineral Resource estimates for Hangar Flats, West End and Yellow Pine deposits, and the Historic Tailings as set out in the PFS Technical Report, were prepared to industry standards and best practices using commercial mine-modeling and geostatistical software by third party consultants and verified by an Independent QP.

 

The PFS Mineral Resources were initially calculated using a gold price of $1,400/oz and parameters defined in Section 14; based on this, the open pit sulfide cut-off grade was calculated as approximately 0.016 oz/st (0.55 g/t) Au and the open pit oxide cut-off grade calculated as approximately 0.010 oz/st (0.35 g/t) Au. However, Midas Gold elected to report its Mineral Resources at a 0.022 oz/st (0.75 g/t) Au sulfide cut-off grade and 0.013 oz/st (0.45 g/t) Au oxide cut-off grade, which is equivalent to utilizing the cost assumptions stated in Section 14 and a gold selling price of approximately $1,000/oz for sulfides and $1,100/oz for oxides. The consolidated Mineral Resource statement for the Project is shown in Table 1.2.

 

Table 1.2: 2014 PFS Consolidated Mineral Resource Statement for the Stibnite Gold Project*

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated
Hangar Flats     21,389       1.60       1,103       4.30       2,960       0.11       54,180  
West End     35,974       1.30       1,501       1.35       1,567       0.008       6,563  
Yellow Pine     44,559       1.93       2,762       2.89       4,133       0.09       84,777  
Historic Tailings     2,583       1.19       99       2.95       245       0.17       9,648  
Total Indicated     104,506       1.63       5,464       2.65       8,904       0.07       155,169  
Inferred
Hangar Flats     7,451       1.52       363       4.61       1,105       0.11       18,727  
West End     8,546       1.15       317       0.68       187       0.006       1,083  
Yellow Pine     9,031       1.31       380       1.50       437       0.03       5,535  
Historic Tailings     140       1.23       6       2.88       13       0.18       563  
Total Inferred     25,168       1.32       1,066       2.15       1,743       0.05       25,908  

 

Notes:

 

(1) All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) definitions, as required under National Instrument 43-101 (“NI43-101”).
(2) Mineral Resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. There is also no certainty that these inferred Mineral Resources will be converted to the Measured and Indicated categories through further drilling, or into Mineral Reserves, once economic considerations are applied. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.
(3) Open pit sulfide Mineral Resources are reported at a cutoff grade of 0.75 g/t Au and open pit oxide Mineral Resources are reported at a cutoff grade of 0.45 g/t Au.

 

* The Mineral Resource Estimates detailed in this section refer to the September 2014 mineral resource estimates. These estimates were updated in February 2018 – See “Stibnite Gold Project Post‐PFS Resource Estimates”.

 

 

- 25

 

The Yellow Pine and Hangar Flats deposits contain zones with substantially elevated antimony-silver mineralization, defined as containing greater than 0.1% antimony, relative to the overall Mineral Resource. The existing Historic Tailings Mineral Resource also contains elevated concentrations of antimony. These higher-grade antimony zones were reported separately in Table 1.3. Antimony zones are reported only if they lie within gold Mineral Resource estimates.

 

Table 1.3: 2014 PFS Antimony Sub-Domains Consolidated Mineral Resource Statement*

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)(3)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)(3)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Total Indicated     12,564       1.98       800       6.23       2,518       0.50       138,218  
Total Inferred     1,735       1.74       97       6.88       384       0.60       22,959  

 

Notes:

 

(1) Antimony Mineral Resources are reported as a subset of the total Mineral Resource within the conceptual pit shells used to constrain the total Mineral Resource in order to demonstrate potential for economic viability, as required under NI43-101; mineralization outside of these 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. There is also no certainty that these inferred Mineral Resources will be converted to the measured and indicated categories through further drilling, or into Mineral Reserves, once economic considerations are applied. All figures are rounded to reflect the relative accuracy of the estimate.
(2) Open pit antimony sulfide Mineral Resources are reported at a cutoff grade 0.1% antimony within the overall 0.75 g/t Au cutoff.
(3) Includes contributions from Hangar Flats, Yellow Pine and Historic Tailings. See Section 14 for details.

 

Mineral Reserve Estimates

 

The qualified person (QP) for the estimation of the Mineral Reserve in the 2014 PFS was John M. Marek, P.E. of Independent Mining Consultants, Inc. The Mineral Reserves were estimated in conformity with generally accepted Canadian Institute of Mining and Metallurgy (CIM) “Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines” and are reported in accordance with the Canadian Securities Administrators’ NI 43-101. Mr. Marek reviewed the risks, opportunities, conclusions and recommendations summarized in Sections 25 and 26 of the PFS Technical Report, and he was not aware of any unique conditions that would put the Stibnite Gold Mineral Reserve at a higher level of risk than any other North American developing projects.

 

The Mineral Reserve was developed by allowing only Indicated Mineral Resource blocks to contribute positive economic value, and was a subset of the Mineral Resource comprised of the Probable Mineral Reserve that was planned for processing over the life-of-mine plan, with assumptions summarized in Sections 15 and 16. No economic credit was applied to Inferred mineralization in the development of the 2014 PFS Mineral Reserve; further blocks needed to be economic based on gold content alone before being categorized as a Mineral Reserve. A series of floating cones were developed by varying the gold price from $200/oz to $1,500/oz and then evaluated at a $1,200/oz price for gold without changing the size of the cone; for Yellow Pine, an $800/oz cone was selected as optimal, while $1,100/oz cones were selected for Hangar Flats and West End.

 

Based on the longer-term nature of the Project, cutoff grades for Mineral Reserves were developed assuming long term metal prices of $1,350/oz gold, $22.50/oz silver, and $4.50/lb antimony for material lying within the cones selected above. Confidence classification was based on gold estimation.

 

The cut-off grade is defined by a term called ”Net of Process Revenue” (NPR) which took into account final PFS processing recoveries, processing costs, and smelter terms (see Section 15), with any block with a NPR greater than zero meets the requirement for internal cutoff grade. The processing costs for ore ranged from $9.07/st for oxides to $17.00/st for high antimony sulfides with an additional $3.40/st of ore for G&A. Therefore the NSR equivalent of the cut-off grade range in the 2014 PFS was: $12.47/st – $20.40/st. The 2014 PFS Mineral Reserves are summarized in Table 1.4.

 

* The Mineral Resource Estimates detailed in this section refer to the September 2014 mineral resource estimates. These estimates were updated in February 2018 – See “Stibnite Gold Project Post‐PFS Resource Estimates”.

 

 

- 26

 

Table 1.4: 2014 PFS Stibnite Gold Project Probable Mineral Reserve Estimate (Imperial & Metric Units)

 

          Average Grade     Total Contained Metal  
Deposit   Tonnage     Gold     Antimony     Silver     Gold       Antimony       Silver  
Imperial Units   (kst)     (oz/st)     (%)     (oz/st)     (koz)     (klbs)     (koz)  
Yellow Pine     43,985       0.057       0.098       0.090       2,521       86,376       3,973  
Hangar Flats     15,430       0.045       0.132       0.086       690       40,757       1,327  
West End     35,650       0.035       0.000       0.040       1,265       -       1,410  
Historic Tailings     3,001       0.034       0.165       0.084       102       9,903       252  
Total Probable Mineral Reserve(1)     98,066       0.047       0.070       0.071       4,579       137,037       6,962  

 

Metric Units     (kt)       (g/t)       (%)       (g/t)       (t)       (t)       (t)  
Yellow Pine     39,903       1.97       0.098       3.10       78.4       39,179       123.6  
Hangar Flats     13,998       1.53       0.132       2.95       21.5       18,487       41.3  
West End     32,341       1.22       0.000       1.36       39.3       -       43.9  
Historic Tailings     2,722       1.17       0.165       2.88       3.2       4,492       7.8  
Total Probable Mineral Reserve(1)     88,964       1.60       0.070       2.43       142.4       62,159       216.5  

 

Notes:

 

(1)       Metal prices used for Mineral Reserves: $1350/oz Au, $22.50/oz Ag, $4.50/lb Sb.

(2)       Block MUST be economical based on gold value only in order to be included as ore in Mineral Reserve.

(3)       Numbers may not add exactly due to rounding.

 

Mineral Reserves excluded approximately 10.8 million short tons (Mst) with average grades of 0.032 oz/st (1.10 g/t) Au, 0.049 oz/st (1.67 g/t) Ag and 0.05% Sb that are Inferred Mineral Resources that lie within the Mineral Reserve pit limits; conversion of some or all of these tons would increase payable metal and reduce strip ratios. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is also no certainty that these inferred Mineral Resources will be converted to the Measured and Indicated categories through further drilling, or into Mineral Reserves, once economic considerations are applied.

 

* The Mineral Resource Estimates detailed in this section refer to the September 2014 mineral resource estimates. These estimates were updated in February 2018 – See “Stibnite Gold Project Post‐PFS Resource Estimates”.

 

 

- 27

 

Mining

 

The mine plan developed for the Project incorporated the mining of the three in situ Mineral Deposits: Yellow Pine, Hangar Flats, and West End and their related development rock, and the re-mining of Historic Tailings along with its cap of spent heap leach ore (SODA). Ore from the three pits would be sent to a centrally located crusher while the Historic Tailings would be fed by slurry into the process plant’s grinding circuit. Development rock would be sent to four distinct destinations: the tailings storage facility (TSF), the main Development Rock Storage Facility (Main DRSF), the West End Development Rock Storage Facility (West End DRSF), and to the Yellow Pine pit as backfill. The general sequence of mining would be the Yellow Pine deposit first, Hangar Flats second, and West End third. This planned sequence was driven by the need to backfill the Yellow Pine pit with development rock from the West End pit in order to restore the original gradient of the EFSFSR while using environmentally appropriate carbonate-rich material for such backfill. This order generally followed a sequence of mining gold ounces from highest grade to lowest grade, and lowest cost to highest cost. The Historic Tailings, which lie within the footprint of the Main DRSF, would be removed during the first four years of the mine schedule to make the necessary space for the Main DRSF.

 

Mining at the Stibnite Gold Project would be accomplished using conventional open pit hard rock mining methods. Mining is planned to deliver 8.05Mst of ore to the crusher per year (22,050 st/d), with stockpiling by ore type (low antimony sulfide, high antimony sulfide and oxide). Batches of oxide and sulfide material would be sent to the crusher; the oxide feed would be vat leached while the sulfide material would be floated to produce up to two concentrates: (1) an antimony concentrate, when there was sufficient antimony to justify recovering it, to be sent offsite and (2) a gold-bearing sulfide concentrate that would be oxidized in an autoclave and then sent to agitated leach tanks for gold-silver leaching.

 

The PFS mine plan scheduled 98.066 Mst of ore to be fed to the processing plant from Yellow Pine, Hangar Flats and West End pits. The mining sequence required the development rock stripping to average 3.5:1 (development rock: ore) for the first 3 years; then the stripping ratio would grow to 4.2:1 for years 4 through 9 after which it would drop to an average of 2.4:1 for the final 3 years. During the first four years, 3.0 Mst of Historic Tailings would be fed to the processing plant at a stripping ratio of 2.0:1 (SODA:tailings). The life-of-mine (LOM) strip ratio averaged 3.5:1.

 

 

- 28

 


Figure 1.4
is a graphical depiction of the ore and development rock movements from the mining phases by period and the contained gold ounces for the potential mine schedule for the Stibnite Gold Project; preproduction material from Year -1 would be processed in Year 1.

 

Figure 1.4: 2014 PFS District Ore and Development Movements and Ounces of Contained Gold Mined by Year

 

 

A summary of the mill feed by deposit is provided on Figure 1.5. This figure represents the 2014 PFS Mineral Reserve because the Probable Mineral Reserve corresponds to the total ore processed in the mine.

 

Figure 1.5: 2014 PFS Ore Mining Schedule by Deposit and Phase

 

 

A summary of the mill feed statistics by ore type is provided in Table 1.5

 

 

- 29

 

Table 1.5: 2014 PFS LOM Mill Feed Statistics by Ore Type

 

Item   Unit   Value  
General LOM Production Statistics
Development Rock Mined   Mst     346.7  
Ore Mined   Mst     98.1  
Strip Ratio (development rock tons : ore tons).   st:st     3.5:1  
Daily Mill Throughput   st/d     22,050  
Annual Mill Throughput   Mst     8.05  
Mine Life   production years     12  
LOM Average Mill Head Grade
Tonnage Milled   Mst     98.1  
Gold Feed Grade   oz/st Au     0.047  
Silver Feed Grade   oz/st Ag     0.071  
Antimony Feed Grade   % Sb     0.070  
Oxide Ore
Tonnage Milled   Mst     10.7  
Gold Feed Grade   oz/st Au     0.025  
Silver Feed Grade   oz/st Ag     0.030  
Antimony Feed Grade   % Sb     -  
High Antimony Ore
Tonnage Milled   Mst     11.0  
Gold Feed Grade   oz/st Au     0.061  
Silver Feed Grade   oz/st Ag     0.193  
Antimony Feed Grade   % Sb     0.528  
Low Antimony Ore (includes Historic Tailings)
Tonnage Milled   Mt     76.3  
Gold Feed Grade   oz/st Au     0.048  
Silver Feed Grade   oz/st Ag     0.059  
Antimony Feed Grade   % Sb     0.014  

 

Mining was assumed be performed with up to eighteen 200 st class haul trucks loaded by up to four 23.5 cubic yard front end loaders. The trucks would be light-body versions with an actual haulage capacity of 220 st. Blast holes would be 7-7/8” in diameter drilled by up to four drill rigs. An auxiliary fleet comprising dozers, motor graders water trucks and other ancillary equipment is also included in equipment requirements.

 

The overall gold recoveries to doré in the 2014 PFS were expected to average approximately 90% from Yellow Pine, 87% from Hangar Flats, 86% from West End, and 75% from the Historic Tailings. When processing material containing more than 0.1% Sb, antimony recoveries are expected to average 82% for Hangar Flats and 87% for Yellow Pine, with minor gold and silver contained in the antimony concentrate.

 

 

- 30

 

 

Figure 1.6 is a general overview of the mine site at the end of mine life prior to closure and reclamation.

 

Recovery

 

In the 2014 PFS, the Project’s process plant was designed to process sulfide, transition and oxide material from the Yellow Pine, Hangar Flats, and West End deposits. The processing facility is designed to treat an average of 22,050 st/d, or 8.05 Mst/y. Additionally, the Historic Tailings would be reprocessed early in the mine life to recover precious metals and antimony, and to provide space for the Main DRSF.

 

The overall gold recoveries to doré in the 2014 PFS were expected to average approximately 90% from Yellow Pine, 87% from Hangar Flats, 86% from West End, and 75% from the Historic Tailings. When processing material containing more than 0.1% Sb, antimony recoveries are expected to average 82% for Hangar Flats and 87% for Yellow Pine, with minor gold and silver contained in the antimony concentrate.

 

- 31 -

 

Figure 1.6: Overall Site Layout

 

 

 

- 32 -

 

Process Operation Components

 

In the 2014 PFS, run-of-mine (ROM) material would be crushed and milled, then flotation would be used to recover antimony as a stibnite flotation concentrate (with some silver and minor gold) when there is sufficient antimony to justify it. For all sulfide ore, an auriferous bulk sulfide flotation concentrate would be produced and oxidized in an autoclave. The autoclave residue and flotation tailings would be processed through conventional cyanidation and, doré bars produced containing gold and silver. Historic Tailings would be introduced into the ball mill during the first 3 - 4 years of operation. Tailings from the operation would be deposited in a geomembrane-lined TSF. The process operations include the following components:

 

 · Crushing Circuit – ROM material would be dumped onto a grizzly screen and into the crusher dump hopper feeding a jaw crusher operating at an average utilization of 75% yielding an instantaneous design-throughput of 1,225 short tons per hour (st/h).

 

 · Grinding Circuit – The grinding circuit incorporated a single semi-autogenous (SAG) mill, single ball mill design with an average utilization of 92%, yielding an instantaneous design-throughput of 998.5 st/h. When Historic Tailings were planned to be processed during early years of the operation, the slurry from the plant would also flow to the cyclone feed pump box. Cyclone underflow flowed by gravity to the ball mill; cyclone overflow, at 33% solids with a target size of 80% passing (P80) 75 microns, would be screened to remove tramp oversize and flow through a feed sample system and on to the antimony or gold rougher flotation circuit, depending on the antimony concentration of the material.
   
 · Flotation Circuit (Antimony and Gold) – The flotation circuit consisted of up to two sequential flotation stages to produce two different concentrates; the first stage of the circuit was designed to produce an antimony concentrate when the antimony grade is high enough, or bypassed if not, and the second stage was designed to produce a gold-rich concentrate.
   
 · Pressure Oxidation Circuit – Two concentrate surge tanks would be pumped to the autoclave feed tank, which would feed the autoclave. The autoclave was designed to provide one hour of retention time at 428 degrees Fahrenheit to oxidize the sulfides and liberate the precious metals. Autoclave discharge would be processed through flash vessels and gas discharge is processed through a scrubber. Slurry discharge from the flash vessels would be processed through the basic ferric sulfate (BFS) re-leach tanks to stabilize the solids prior to cyanide leaching.
   
 · Oxygen Plant – An oxygen plant producing 670 st/d of gas at 95 percent oxygen and a gauge pressure (psig) of 570 was planned. The oxygen would be from a vendor-owned oxygen plant located near the autoclave building providing the autoclave with an “over the fence” supply.
   
 · Oxidized Concentrate Processing – Post-POx, the concentrate stream would be conditioned with lime and leached for 24 hours and discharged to a six stage pump-cell carbon-in-pulp (CIP) circuit for precious metal recovery from this high grade stream. The CIP tailings would be discharged to the flotation tailings leach circuit for extended retention time and to minimize reagent costs for the tailings leach system.
   
 · Oxide Carbon-in-Leach and Tailings Detoxification – A carbon-in-leach (CIL) circuit was included in the design of the process plant to recover gold from non-refractory material in the flotation tailings, and in oxide material from the West End deposits that would be processed during oxidation circuit scheduled maintenance periods.
   
 · Carbon Handling – Loaded carbon from the carbon-in-pulp (CIP) circuit would be processed through a conventional carbon handling circuit.
   
 · Gold Room – Precious metals would be recovered from the strip solution by electrowinning.
   
 · Tailings – Tailings would be pumped from the process plant to the TSF In a HDPE-lined carbon steel pipe.
   
 · Process Control Systems - The process plant design included an integrated process control system.

 

- 33 -

 

Project Infrastructure

 

Site Access

 

The site is currently accessed by the Stibnite Road, National Forest (NF-412), from the village of Yellow Pine, with three alternative routes up to that point. To address a number of shortcomings related to these routes, in the 2014 PFS alternative access via the Burntlog Route was selected over several other possible alternatives because it provides safer year-round access for mining operations, reducing the proximity of roads to streams, creeks and rivers, and this route respected the advice and privacy of community members close to the Project location.

 

Onsite and Offsite Facilities

 

In an effort to reduce traffic to and from the Project site and to reduce housing requirements at the site, administrative offices for Project would be located in or near the town of Cascade (the Stibnite Gold Logistics Facility). The Stibnite Gold Logistics Facility would include offices for some managers, safety and environmental services, human resources, purchasing, and accounting personnel. The Stibnite Gold Logistics Facility would also have a small warehouse, a parking area for trucks to check-in and assemble prior to traveling to the Project site and the main assay laboratory.

 

Midas Gold currently has an on-site facility capable of housing approximately 60 and feeding 125 workers per 12 hour shift. To manage the estimated peak construction workforce of ~1,000-persons, the existing exploration camp would be relocated and expanded to provide the necessary accommodations. The operations camp would be developed by upgrading, and downsizing, the construction camp to meet the needs of the operations staff that would peak at over 500 persons.

 

Power Supply and Transmission

 

Grid power was selected as the best alternative for the electrical power supply for the Project based on its low operating cost and likely lowest environmental impact. In order provide the necessary power, the existing grid system would need to be upgraded to support the full anticipated 50 megawatt (MW) load of the Project. The upgrades would include an upgrade of approximately 42 mi of 69 kilovolt (kV) lines to 138 kV, new 138 kV substations at Lake Fork, Cascade, and Warm Lake, as well as measures to strengthen the voltages on the IPCo system. In addition, IPCo would re-supply small consumers between Warm Lake and Yellow Pine via a replacement 12.5 kV line. Construction power supply would be provided by three diesel generators that would then be used as emergency backup for the remainder of the operations of the Project.

 

Water Management and Supply

 

Water management infrastructure would be needed for surface water and sediment management and to provide water supply for both personnel and the operations. The 2014 PFS provided the framework for a comprehensive approach to water management at the Project site, addressing water management objectives for construction, operation, and post-closure. Key elements included segregation of process water, contact water, untreated stormwater, and sanitary waste from the environment, provision for fish passage around and then through the Yellow Pine pit during operations and after closure respectively, clean-up of legacy issues in the Project area, and reclamation and closure of the site to achieve acceptable and sustainable water quality.

 

- 34 -

 

Development Rock and Tailings Management

 

Mine waste requiring on-site management included development rock from the three open pits, flotation and POX tailings from ore processing, and historical mine waste (spent heap leach ore from SODA and the Hecla heap, as well as historical development rock dumps) exposed during construction and mining. The existing Historic Tailings would be reprocessed, and subsequently commingled with the rest of the tailings. A single TSF would be constructed to retain all tailings from the processing of the various ore types. The TSF would consist of a rockfill dam and a geosynthetic-lined impoundment that would be constructed in stages throughout the Project life. A majority of the development rock would be deposited in the main DRSF located downstream of the TSF dam and would act as a buttress (enhancing dam stability), used as rockfill in TSF construction, or placed as backfill within mined-out areas of the pits to facilitate closure and reclamation. Current test work indicates no need for special handling of any of the waste materials. Spent ore and development rock from previous on-site operations would be used as a construction material in the TSF. With SODA material included, the TSF dam and DRSF combined would hold 210 Mst of development rock and overburden. Most of the development rock from the West End pit would be used to backfill portions of the West End and Yellow Pine pits, with the remainder placed at the TSF and West End DRSF.

 

A geochemical characterization program was carried out for mine development rock materials, including the spent ore on the SODA, which provides a basis for assessment of the potential for metal leaching and acid rock drainage, prediction of contact water quality, and evaluation of options for design, construction, and closure of the mine facilities. The results of the static geochemical test work demonstrated that the bulk of the Project development rock material was likely to be net neutralizing and presents a low risk for acid generation, while there was still a potential to leach some constituents under the neutral to alkaline conditions (i.e. arsenic and antimony) both of which are currently elevated in ground and surface waters due to the naturally high geochemical background of these metals in the District and impacts from past mining activities. Similarly, bulk flotation tailings were expected to generate neutral pH drainage and require no special disposal considerations to prevent acidic drainage, and POX tailings would be blended with the bulk flotation tailings in order to benefit from their buffering capacity.

 

Market Studies and Contracts

 

The economic analysis completed for the 2014 PFS assumed that gold and silver production in the form of doré with payabilities, refining and transport charges as provided in Table 1.6.

 

Table 1.6: Doré Payables, Refining and Transportation Assumptions

 

Parameter   Gold in Doré     Silver in Doré  
Metal Payability in Doré     99.5%       98.0%  
Refining Charges     $1.00/oz Au       $0.50/oz Ag  
Transportation Charges     $1.15/oz Au       $1.15/oz Ag  

 

- 35 -

 

Table 1.7 summarizes the antimony concentrate payables and transportation charge assumptions for the 2014 PFS.

 

Table 1.7: 2014 PFS Antimony Concentrate Payables and Transportation Assumptions

 

Parameter Concentrate Payables and Transportation Charges
Antimony Payability Constant at 68% (based on a constant life-of-mine concentrate grade of 59%)
Gold Payability <5.0 g/t Au no payability
≥5.0 g/t ≤8.5 g/t Au payability of approximately 15 - 20%
≥8.5 g/t ≤10.0 g/t Au payability of approximately 20 - 25%
≥10.0 g/t Au payability of approximately 25%
Silver Payability <300 g/t Ag no payability
≥300 g/t ≤700 g/t Ag payability of approximately 40 - 50%
≥700 g/t Ag payability of approximately 50%
Transportation Charges $151/wet tonne from site to Asia

 

The metal prices selected for the four economic cases in this Report are shown in Table 1.8.

 

Table 1.8: 2014 PFS Assumed Metal Prices by Case

 

    Metal Prices      
Case   Gold
($/oz)
    Silver(1)
($/oz)
    Antimony(1)
($/lb)
    Basis
Case A     1,200       20.00       4.00     Lower-bound case that reflects the lower prices over the past 36 months and spot on December 1, 2014.
Case B
(Base Case)
    1,350       22.50       4.50     Approximate 24-month trailing average gold price as of December 1, 2014.
Case C     1,500       25.00       5.00     Approximate 48-month trailing average gold price as of December 1, 2014.
Case D     1,650       27.50       5.50     An upside case to show Project potential at metal prices approximately 20% higher than the base case.

 

Note:

 

  (1) Prices were set at a constant gold:silver ratio ($/oz:$/oz) of 60:1 and a constant gold:antimony ratio ($/oz:$/lb) of 300:1 for simplicity of analysis, although individual price relationships may not be as directly correlated over time. Historic gold:silver ratios have averaged around 60:1.

 

Environmental Studies

 

The Project area has been mined extensively for tungsten, antimony, mercury, gold, and silver since the early 1900s, providing strategic metals to the United States during war time critical minerals shortages, generating substantial economic benefit to the local counties and the State of Idaho, and providing much needed jobs and support to local businesses for nearly 100 years. These various historic mining efforts have left significant legacy environmental impacts that persist to this day, although multiple cleanup efforts undertaken by federal and state agencies and private entities have mitigated some of those historic impacts. Historic mining impacts have been compounded by extensive forest fires and subsequent damage from soil erosion, landslides and debris flows and resultant sediment transport.

 

- 36 -

 

In conjunction with the redevelopment of the Project area outlined in the 2014 PFS, Midas Gold has developed a plan to restore much of the site by removing existing barriers to fish migration and re-establishing salmon and steelhead fish passage, removing and reprocessing unconstrained historic tailings, reusing historic spent ore material for construction, restoring stream channels, and implementing sediment control projects such as repairing on Blowout Creek, as well as extensive reforestation of the Project area. Midas Gold has endeavored to minimize the Project’s footprint and related impacts by siting facilities and roads on previously disturbed ground and away from riparian areas, provided for a new access road that avoids rivers and large waterways, and would connect to grid power to minimize fossil fuel consumption and haulage.

 

Baseline Studies and Existing Conditions

 

An extensive set of baseline data demonstrating historic and existing conditions exists for the Project site, including those collected by contractors for the U.S. Forest Service (USFS) and the U.S. Environmental Protection Agency (EPA) that determined there were no unacceptable risks to the environment or human health and that there were no populations (fish, wildlife, or human) shown as having a "likely" risk. In 2001, the EPA and the Bureau of Environmental Health and Safety, Division of Health, Idaho Department of Health and Welfare, determined the risk to be too low for listing on the National Priorities List. In 2009 and 2010, contractors to Midas Gold conducted Phase I and Phase II Environmental Site Assessments, as prescribed by ASTM International (ASTM) Standard Practices; these assessments determined that there were no imminent threats to human health or the environment, but that there was a number of pre-existing significant and moderate recognized environmental conditions.

 

In 2011, Midas Gold retained environmental consulting firms to conduct technical adequacy audits of all existing environmental information and to develop individual work plans to conduct an environmental baseline collection program. These workplans were developed with input from involved state and federal agencies in order to establish the existing environmental conditions, identify and quantify environmental risks and liabilities, and monitor for potential impacts from onsite activities. Work programs commenced in 2011 and would continue into 2017 and beyond to ensure an adequate baseline accurately describe the existing environment at the “brownfield site”, and allow for a "full and fair" discussion of all potentially significant environmental impacts in the event that the Project moves forward.

 

Consent Decrees

 

Several of the patented lode and mill site claims acquired by Midas Gold are subject to consent decrees entered in the US District Courts involving or pertaining to environmental liability and remediation responsibilities with respect to the affected properties, which provide regulatory agencies access and the right to conduct remediation activities and also require that heirs, successors and assignees refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies.

 

Permitting

 

Midas Gold’s Stibnite Gold Project - Plan of Restoration and Operations (PRO) was filed with the United States Forest Service (USFS) in September 2016 and received an administrative completeness determination on December 9, 2016. The PRO represents a proposed action that occurs in part on Federal Land and thus is subject to environmental review by the lead land management agency (USFS), which in this case is represented by the Krassel Ranger District of the Payette National Forest. The USFS determined that an appropriate level of environmental analysis for the Project would be preparation of an EIS, to be prepared in compliance with the National Environmental Policy Act (NEPA). NEPA requires federal agencies to study and consider the likely environmental impacts of the proposed action and a range of reasonable alternatives to the proposed action before making a decision about how the project will proceed.

 

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Another important aspect of NEPA is public participation in the scoping process through the submittal of public comments to the proposed action. Following the determination of completeness, the proposed action was submitted to internal (agency) and external (public) scoping. These processes identify public concerns with respect to environmental resources that may be impacted by the project, as well as other factors such as socioeconomics, cultural issues, environmental justice and recreation. It should be noted that Midas Gold incorporated public comments into the development of the PRO well ahead of the formal agency public scoping process.

 

At the end of the NEPA process, the lead agency issues a ROD. The ROD represents approval of the preferred alternative, which may be the proposed action or an alternative thereof and is the culmination of the lead agency’s decision making process. It also impacts the entire permitting process, since a favorable ROD is required before other appropriate approvals and permits can be obtained. Project approval facilitated by a favorable ROD serves as an "overarching” permit requirement in that it is prerequisite for obtaining permits that include activities such as water discharge; development rock and tailings placement and endangered species authorization.

 

State and local permitting processes are integrated into the NEPA analysis, proceed concurrent with preparation of the EIS, and in some cases are dependent upon the ROD as well. State agency-led permits include those for air quality, cyanide use, land application of water, groundwater, water rights, dam safety, reclamation, building permits, sewer and water systems, etc. Midas Gold believes it will be beneficial to have all permit processes integrated into the Stibnite Joint Review Process (SJRP) and that the SJRP will play a key role in increased communication and cooperation between the various involved governmental agencies. The SJRP allows for a more efficient, timely and efficient review while reducing costs in the permitting process. Midas Gold’s objective is to make the Project a fully integrated, sustainable, and socially and environmentally responsible operation through open communications and accessibility.

 

Social Impacts

 

Employment

 

Populations continue to grow in Valley and Adams Counties, but jobs are not keeping pace; unemployment rates in these counties are some of the highest in Idaho, while wages, at the date of the PFS, averaged only $27,433/year. The Project could do much to improve this situation, with current mining jobs in Idaho averaging $72,500/year and the Project offering an approximate average of some 400 direct and 321 indirect and induced jobs in Idaho generating aggregate annual payrolls of $48 million/year during the 3-year construction period (plus additional out-of-state contractors for specialized construction functions) and an approximate average of some 500 direct and 439 indirect and induced jobs generating aggregate annual payrolls of $56 million/year during the 12-year operating period.

 

Operations are scheduled for 365 days/year; a breakdown of the annual staffing requirements to operate and maintain the mine, processing plant, and appurtenant facilities and functions for the five functional work areas is provided on Figure 1.7. Whenever possible, the work force was segregated between the mine site and the Cascade Complex to limit the number of personnel at the mine site that require residential support and transportation to and from site.

 

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Figure 1.7: 2014 PFS Annual Direct Employment by Department

 

 

Taxes

 

To estimate the potential economic impacts from the Project, an economic impact model known as IMpact analysis for PLANning (IMPLAN) was constructed (Peterson, 2014). The IMPLAN model was used to estimate direct, indirect and induced taxes, that would be paid by other taxpayers (other than Midas Gold), and the tax estimates were combined with the direct federal, state and local taxes that would be paid by Midas Gold (see Section 22 for details on the 2014 PFS financial model and tax calculations) to develop an estimate for the overall taxes generated by the Project. In December 2017, the US Federal Government passed legislation decreasing the US Federal corporate tax rate from 35% to 21%. This decrease in tax rate has not been incorporated into this section, however they will be updated in upcoming Feasibility Study. Figure 1.8 presents a plot of estimated annual direct, indirect and induced taxes associated with the Project paid by both Midas Gold and other taxpayers to federal, state and local governments.

 

Taxes that would be paid directly by Midas Gold over the life of the Project, based on the assumptions in the 2014 PFS, were estimated at approximately $329 million in federal corporate income taxes, and $86 million in state corporate income and mine license taxes.

 

Additional indirect and induced taxes that result from Midas Gold’s activities that would be paid by other taxpayers, based on the assumptions in the 2014 PFS, were estimated at approximately $177 million in federal taxes (including payroll, excise, income and corporate), and $131 million in state and local taxes (including property, sales, excise, personal, corporate, and other).

 

Total direct, indirect and induced taxes were therefore estimated at $506 million in federal taxes and $218 million in state and local taxes, representing a significant contribution to the economy during the 15 year construction and operating life of the Project.

 

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Figure 1.8: Chart of Estimated State and Federal Taxes

 

 

Environmental Mitigation and Remediation

 

Midas Gold has made considerable effort to design the restoration of the site through the incorporation of specific mitigation and remediation components, including re-establishing fish passage, removal and reprocessing of unconstrained Historic Tailings, removal of unconstrained historical development rock, reuse of historical spent ore piles for construction, stream channel restoration projects, and sediment control. The mitigation and remediation activities and costs were summarized in Section 20 and Section 21 of the 2014 PFS, respectively. Additionally, the Project design team optimized siting of facilities wherever possible to avoid riparian areas, limit stream crossings, position facilities on previously disturbed ground, move major access routes away from large waterways, minimize the number of people on site to limit traffic, and re-establish historic line power to the site to minimize fuel haulage and reduce greenhouse gas emissions. In some cases, disturbance of albeit already impacted wetlands and streams would be unavoidable, which disturbance Midas Gold intends to address through a mitigation bank or similar entity as well as through onsite replacement and restoration of existing wetlands. Midas Gold would continue to build on its strong record by continuing to proactively evaluate Best Management Practices (BMPs) and Standard Operating Procedures (SOPs) effectiveness, including a post-closure component.

 

A critical goal for Midas Gold has been the incorporation of fisheries protection and habitat restoration components aimed at achieving a sustainable anadromous fishery, including passage of migrating salmon, steelhead, and trout to the headwaters of the EFSFSR both during and after operations for the first time since 1938. Upon closure, new enhanced wetlands and spawning grounds would be established to assist in the return of fish migration and reestablishment of a health riparian zone along the rebuilt stream channel. Midas Gold has also incorporated efforts to improve water quality by removing historical tailings, spent ore and development rock and respectively reprocessing, reusing and relocating these materials, as well as developing sediment control features for Blowout Creek, currently a major contributor of sediment, and replanting historically disturbed and forest fire affected areas to reduce sedimentation.

 

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Closure

 

During construction, operations and once operations cease, extensive reclamation would be completed, creating enhanced surface water systems and suitable fisheries habitat. Midas Gold identified 17 priority Project conservation components that form the basis of the overall conservation strategy that are summarized in Section 20 of the 2014 PFS.

 

Figure 1.9 presents a site-wide illustration of the overall closure strategy as set out in the 2014 PFS. These components included: construction of the new Burntlog Road (which effectively moves the primary transportation route away from the Johnson Creek fishery), backfilling the Yellow Pine pit with environmentally appropriate material to create a stable hydrogeologic gradient suitable to the current conditions, closure of historic mine workings on USFS lands, ongoing wetlands and stream habitat enhancement, permanent restoration of fish passage up the EFSFSR, post-closure wetlands and stream habitat enhancement on top of the reclaimed TSF surface and reforestation of the Project area. The conservation commitment to restore the site through implementation of these measures was discussed in greater detail in Section 20, while closure costs are detailed in Section 21, of the 2014 PFS.

 

When operations cease, mobile and salvageable equipment would be removed, and foundations broken up, covered and re-vegetated (Figure 1.9). The objective is for the development of a self-sustaining natural environment that has addressed many of the historical impacts and supports a healthy fish and wildlife population. Post-closure monitoring is planned for an extended period to ensure that these objectives have been met.

 

 

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Figure 1.9: Conceptual Post Closure Reclamation

 

 

 

 

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Economic Analysis

 

In the 2014 PFS, capital and operating cost estimates were developed based on Q3 2014, un-escalated U.S. dollars. Vendor quotes were obtained for all major equipment. Most costs were developed by first principles, although some were estimated based on factored references and experience with similar projects.

 

Capital Costs

 

The estimated capital expenditure or capital costs (CAPEX) for the Project consisted of four components: (1) the initial CAPEX to design, permit, pre-strip, construct, and commission the mine, plant facilities, ancillary facilities, utilities, operations camp, and on and off site environmental mitigation; (2) the sustaining CAPEX for facilities expansions, mining equipment replacements, expected replacements of process equipment and ongoing environmental mitigation activities during the operating period; (3) working capital to cover delays in the receipts from sales and payments for accounts payable and financial resources tied up in inventory, and (4) closure CAPEX to cover post operations reclamation costs. Initial and working CAPEX were the two main categories that need to be available to construct the Project. Table 1.9 summarizes the initial, sustaining and closure CAPEX for the Project.

 

Table 1.9: 2014 PFS Capital Cost Summary

 

Area   Detail   Initial
CAPEX
($000s)
    Sustaining
CAPEX
($000s)
(2)
    Closure
CAPEX
($000s)
(2)
    Total
CAPEX
($000s)
 
Direct Costs   Mine Costs     47,552 (1)     35,346       -       82,898  
    Processing Plant     336,219       1,579       -       337,798  
    On-Site Infrastructure     149,245       39,937       -       189,182  
    Off-Site Infrastructure     80,327       -       -       80,327  
Indirect Costs     176,687       4,275       -       180,962  
Owner's Costs     26,806       -       -       26,806  
Environmental Mitigation Costs     10,606       8,165       -       18,771  
Closure Bonding, Closure and Reclamation Costs     762       9,185       56,542       66,489  
Total CAPEX without Contingency     828,204       98,488       56,542       983,233  
Contingency     142,050       -       -       142,050  
Total CAPEX with Contingency     970,254       98,488       56,542       1,125,283  

 

Note:

(1)              Initial mining CAPEX includes environmental remediation costs as discussed in Section 21.

(2)              Contingency included in line items.

 

Mitigation costs only refer to relocation of a certain portion of the readily identifiable and quantified waste from historical mining activities; other costs related to recovery and reprocessing of Historic Tailings and relocation of unquantified development rock at West End and Yellow Pine are included in operating costs and are partially offset by recovery of gold and antimony from the Historical Tailings.

 

 

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Operating and All-In Costs

 

The cash operating costs include mine operating costs, process plant operating costs, general and administrative (G&A) costs, while total cash costs include smelting and refining charges, transportation charges, and royalties. A detailed breakdown of the summary of the operating costs (OPEX) costs in the 2014 PFS was presented in Table 1.10. The details that comprise the OPEX were provided Section 21. The All-In Sustaining Costs (AISC) were also provided in the table, as well as the All-In Costs (AIC), which included non-sustaining capital and closure and reclamation costs.

 

Table 1.10: 2014 PFS Operating Cost, AISC and AIC Summary

 

    LOM     Years 1-4  
Total Production Cost Item   ($/st mined)     ($/st milled)     ($/oz Au)     ($/st milled)     ($/oz Au)  
Mining     2.00       9.08       222       10.04       222  
Processing     -       14.45       354       14.10       312  
G&A     -       3.13       77       3.01       67  
Cash Costs Before By-Product Credits     -       26.65       653       27.15       601  
By-Product Credits     -       -3.45       -85       -5.32       -118  
Cash Costs After of By-Product Credits     -       23.20       568       21.83       483  
Royalties     -       0.94       23       0.34       23  
Refining and Transportation     -       0.25       6       1.04       8  
Total Cash Costs     -       24.38       597       23.20       513  
Sustaining CAPEX     -       1.00       24       0.52       11  
Salvage     -       -0.27       -7       0.00       0  
Property Taxes     -       0.04       1       0.04       1  
All-In Sustaining Costs     -       25.15       616       23.76       526  
Reclamation and Closure(1)     -       0.58       14       -       -  
Initial (non-sustaining) CAPEX(2)     -       9.89       242       -       -  
All-In Costs     -       35.62       872       -       -  

 

Notes:

(1)      Defined as non-sustaining reclamation and closure costs in the post-operations period.

(2)      Initial Capital includes capitalized preproduction.

 

 

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Metal Production

 

Recovered metal production by deposit from the 2014 PFS is summarized in Table 1.11 and illustrated on an annual basis on Figure 1.10.

 

Table 1.11: 2014 PFS Recovered Metal Production

 

Product by Deposit   Gold (koz)     Silver (koz)     Antimony (klbs)  
Doré Bullion                        
Yellow Pine     2,263       338       -  
Hangar Flats     597       68       -  
West End     1,090       681       -  
Historic Tailings     72       20       -  
Doré Bullion Recovered Metal Totals     4,023       1,107       -  
Antimony Concentrate                        
Yellow Pine     12       611       69,822  
Hangar Flats     5       349       30,030  
Antimony Concentrate Recovered Metal Totals     17       960       99,852  
Total Recovered Metals     4,040       2,067       99,852  

 

Figure 1.10: 2014 PFS Annual Recovered Metals by Deposit

 

 

 

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Economic Analysis

 

The economic model described in the 2014 PFS not a true cash flow model as defined by financial accounting standards but rather, a representation of Project economics at a level of detail appropriate for a PFS level of engineering and design. The first year of analysis started with the decision point of the Project, the completion of the EIS, and preliminary permit approval (Year -3 or three years before the start of commercial production). Taxation was taken into account using then current federal, state, and county rates but the overall tax calculation is approximate and uses rudimentary depletion and depreciation estimates.

 

Four cases were run in the economic model to present a range of economic outcomes using varying metal prices. The metal prices used in the economic model are shown in Table 1.8 and off-site costs and payables used are in Table 1.6 and Table 1.7. There is no guarantee that any of the metal prices used in the four cases are representative of future metals prices. The constant parameters for all cases are shown in Table 1.12.

 

Table 1.12: Economic Assumptions used in the Economic Analyses (all Cases)

 

Item   Unit     Value  
Net Present Value Discount Rate     %       5  
Federal Income Tax Rate     %       35  
Idaho Income Tax Rate     %       7.4  
Idaho Mine License Tax     %       1.0  
Valley County Rural Property Tax Rate ($/$1,000 market value)     %       0.063  
Percentage Depletion Rate for Gold and Silver     %       15  
Percentage Depletion Rate for Antimony     %       22  
Depreciation Term     Years       7  
Equity Finance     %       100  
Capital Contingency (Overall)     %       17.2  

 

The results of the economic analyses are shown in Table 1.13. Based on the assumptions made in the 2014 PFS, the after tax net present value at a 5% discount rate (ATNPV5%) was estimated to be $832 million yielding an after-tax IRR of 19.3%. The ATNPV5% and IRR increased considerably with the Case C metal prices and decreased with the Case A metal prices. The pre-tax net present value at a 5% discount rate (PTNPV5%) for Case B was estimated to be $1,093 million with an IRR of 22.0%.

 

 

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Table 1.13: 2014 PFS Economic Results by Case

 

Parameter   Unit   Pre-tax Results     After-tax Results  
Case A ($1,200/oz Au, $20.00/oz Ag, $4.00/lb Sb)                    
NPV0%   M$     1,286       1,041  
NPV5%   M$     662       513  
IRR   %     16.2       14.4  
Payback Period   Production Years     4.0       4.1  
Case B ($1,350/oz Au, $22.50/oz Ag, $4.50/lb Sb)                    
NPV0%   M$     1,915       1,499  
NPV5%   M$     1,093       832  
IRR   %     22.0       19.3  
Payback Period   Production Years     3.2       3.4  
Case C ($1,500/oz Au, $25.00/oz Ag, $5.00/lb Sb)                    
NPV0%   M$     2,543       1,929  
NPV5%   M$     1,524       1,129  
IRR   %     27.2       23.4  
Payback Period   Production Years     2.6       2.9  
Case D ($1,650/oz Au, $27.50/oz Ag, $5.50/lb Sb)                    
NPV0%   M$     3,171       2,344  
NPV5%   M$     1,955       1,414  
IRR   %     31.9       27.0  
Payback Period   Production Years     2.2       2.5  

 

The contribution to the Project economics, by metal, in the 2014 PFS was about 94% from gold, 5% from antimony, and less than 1% from silver. The undiscounted after-tax cash flow for Case B is presented in Figure 1.11. The payable metal value by year for Case B is summarized on Figure 1.12.

 

 

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Figure 1.11: 2014 PFS Undiscounted After-Tax Cash Flow for Base Case B

 

 

  

 

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Figure 1.12: 2014 PFS Payable Metal Value by Year for Case B

 

 

 

Mine Life

 

Using the current Mineral Reserve and the nominal design throughput of 22,050 st/d, the 2014 PFS mine plan projected a 12 year production life. Construction was projected to require a three-year period after the permits are obtained and prior to the start of operations. Closure was projected to take at least 10 years post-production, with some reclamation work occurring concurrently with operations, and the bulk of the closure activities and costs incurred in the first 3 years after operations cease. Some closure activities and long-term monitoring were anticipated to continue well after the reclamation period was complete to ensure that the closure designs continue to protect the environment and are performing in accordance with the design parameters.

 

Sensitivity Analysis

 

Sensitivity analyses were performed using metal prices, mill head grade, CAPEX, and OPEX as variables. The value of each variable was changed plus and minus 20% independently while all other variables were held constant. The results of the sensitivity analyses in the 2014 PFS are shown in Table 1.14 and Table 1.15.

 

Table 1.14: 2014 PFS Pre-tax NPV5% Sensitivities by Case

 

      PTNPV5% (M$)  
Case   Variable   -20% Variance     0% Variance     20% Variance  
    CAPEX     862       662       463  
Case A   OPEX     1,017       662       308  
    Metal Price or Grade     -27       662       1,352  
Case B   CAPEX     1,292       1,093       894  
  OPEX     1,447       1,093       739  
(Base Case)   Metal Price or Grade     318       1,093       1,869  

 

 

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    PTNPV5% (M$)  
Case   Variable   -20% Variance     0% Variance     20% Variance  
    CAPEX     1,723       1,524       1,325  
Case C   OPEX     1,878       1,524       1,170  
    Metal Price or Grade     662       1,524       2,386  
    CAPEX     2,154       1,955       1,755  
Case D   OPEX     2,309       1,955       1,600  
    Metal Price or Grade     1,007       1,955       2,902  

 

Table 1.15: 2014 After-tax NPV5% Sensitivities by Case

 

    ATNPV5% (M$)  
Case   Variable   -20% Variance     0% Variance     20% Variance
    CAPEX     676       513       346  
Case A   OPEX     760       513       239  
    Metal Price or Grade     -30       513       1,012  
Case B   CAPEX     980       832       674  
  OPEX     1,057       832       577  
(Base Case)   Metal Price or Grade     244       832       1,357  
    CAPEX     1,266       1,129       982  
Case C   OPEX     1,341       1,129       903  
    Metal Price or Grade     513       1,129       1,696  
    CAPEX     1,548       1,414       1,277  
Case D   OPEX     1,623       1,414       1,200  
    Metal Price or Grade     770       1,414       2,035  

 

Comparison of 2012 PEA to PFS

 

In the 2014 PFS, the estimated PFS LOM CAPEX was $57 million less than the estimated PEA (SRK, 2012) LOM CAPEX. Principle causes of the reduction can be attributed to decreases in mining costs related leasing the mining fleet, and the decision to eliminate a portion of the Hangar Flats deposit from the LOM plan thereby reducing the mine life and total tons moved. Additional reductions include: a lower Project contingency resulting from more detailed engineering and designs; a reduction of owner’s costs; the elimination of an acidulation circuit; and a slightly smaller tailings storage facility due to less material being processed.

 

Compared to the PEA, the PFS LOM unit operating costs increased. The principle changes included: a reduction in by-products credits; an increase in cash costs in mining resulting from leasing major pieces of equipment; an increase in processing costs resulting from higher grinding media consumption and higher power costs; and the addition of a 1.7% royalty that applies to gold revenue.

 

 

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Many factors influenced the ATNPV5% from the $1,482 million reported in the PEA to the $832 million reported in the 2014 PFS. Significant changes include a decrease in payable metal, decrease in metal prices, increases to OPEX and the addition of a royalty. The decrease in payable metal was partially a result of changing from using Mineral Resources in the PEA to Mineral Reserves (i.e. Inferred Mineral Resources are excluded, as required for a PFS under NI 43-101) in addition to other changes in the Mineral Resource estimates for at each of the deposits, as discussed in Section 14. The decrease in metal prices during the intervening time further exacerbated the reduction in LOM revenue. Changes in ATNPV5% relative to the 2012 PEA are summarized on Figure 1.13.

 


Figure 1.13: Changes in LOM After-Tax NPV5% from PEA to PFS

 

 

Risks and Opportunities

 

A number of risks and opportunities were identified in respect of 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 set out in the 2014 PFS are summarized below.

 

Risks, for which additional information is required in order to mitigate:

 

  · Use of historical data in Mineral Resource estimates, which could affect the PFS estimates;
     
  · Limited geotechnical data which could change pit slopes or foundation conditions in infrastructure areas;
     
  · Loss of gold into antimony concentrates;
     
  · Water management and chemistry, which could affect diversion and closure designs and/or the need for long term water treatment; and
     
  · Construction schedule.

 

Opportunities that could improve the economics, and/or permitting schedule of the Project, including a number with potential to increase the NPV5% by more than $100 million follow:

 

  · In pit conversion of Inferred Mineral Resources to Mineral Reserves, increasing Mineral Reserves and reducing strip ratio;

 

 

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  · Out of pit conversion of Inferred Mineral Resources to Mineral Reserves adjacent to the current Mineral Reserves, resulting in increased Mineral Reserves in close proximity to planned pits;
     
  · In pit conversion of unclassified material currently treated as development rock to Mineral Reserves, increasing Mineral Reserves and reducing strip ratios;
     
  ·  Improved continuity of higher grade gold mineralization in the Yellow Pine pit, particularly around the area with excluded or limited Bradley drilling, increasing grade of the Mineral Reserves;
     
  · Additional fire assay information at West End in areas where only cyanide assays were available, potentially increasing grade and Mineral Reserves;
     
  · Potential additional antimony mineralization and/or grade in areas where Bradley data was eliminated and/or areas where antimony was not assayed, increasing by-product credits;
     
  · Potential for the definition of a higher grade, higher margin underground Mineral Reserve at Scout and Garnet; and
     
  · Discovery of other new deposits with attractive operating margins.

  

Opportunities with a medium impact ($10 to $100 million increase in Project NPV5%) include improved recoveries, secondary processing of antimony concentrates, potential legislative designation of antimony as a critical mineral; steeper pit slopes, onsite quicklime generation, and government funding of off-site infrastructure. A number of lesser impact opportunities also exist in the 2014 PFS.

 

Conclusions and Recommendations

 

Industry standard mining, processing, construction methods, and economic evaluation practices were used to assess the Project in the 2014 PFS. There was adequate geological and other pertinent data available to generate the PFS.

 

The financial analysis presented in Section 22 of the PFS demonstrated that the Project was financially viable and has the potential to generate positive economic returns based on the assumptions and conditions set out in this Report, while other sections of the PFS demonstrate that the Project is technically and environmentally viable. These conclusions warrant continued work to advance the Project to the next level of study, which is a Feasibility Study (FS), by conducting the work indicated in the recommendations section of this Report. These recommendations form a single phase that will move the Project through to completion of a FS and, if so desired, through the regulatory process for mine development. Total costs estimated for completion of this single phase were $22.3 million. While additional information is required for a complete assessment of the Project, at the time of the 2014 PFS there do not appear to be any fatal flaws. The PFS achieved its original objective of providing a review of the potential economic viability of the Project to standards appropriate for a PFS.

 

The QPs of the 2014 PFS Technical Report were not aware of any unusual, significant risks or uncertainties that could be expected to affect the reliability or confidence in the Project based on the data and information available to date.

 

An additional $22.5 million was identified as discretionary expenditures that would target a number of the opportunities identified in Section 25 of the PFS Technical Report that could enhance the PFS case but that were not required in order to complete a FS or permitting.

 

 

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Stibnite Gold Project Post-PFS Mineral Resource Update

 

In February 2018, the Corporation provided an update to its mineral resource estimates for the Stibnite Gold Project. The updated estimates incorporate: (1) additional drilling completed since 2014 that was focused on converting mineral resources from the inferred to the indicated category within the limits of mineral reserve limiting pit in the PFS, (2) additional data collected and recovered from pre-Midas Gold activities, and (3) more detailed geological modelling supported by relogging Midas Gold core, rock geochemistry, mapping, alteration modeling and other information.

 

Consolidated Mineral Resource Statement(1,2,3,4,5,6) for the Stibnite Gold Project

Total(5) Open Pit Oxide + Sulfide Mineral Resources – Base Case Estimate

 

      Gold     Contained     Silver     Contained     Antimony     Contained  
    Tonnage     Grade     Gold     Grade     Silver     Grade     Antimony  
Classification   (000s)     (g/t)     (000s oz)     (g/t)     (000s oz)     (%)(5)     (000s lbs)  
Measured     4,623       2.53       377       3.91       581       0.25       25,821  
Indicated     100,289       1.62       5,234       2.47       7,955       0.08       178,016  
M & I     104,912       1.66       5,610       2.53       8,536       0.09       203,838  
Inferred(6)     23,174       1.29       959       2.04       1,518       0.04       20,524  

 

(1)    All mineral resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) definitions, as required under National Instrument 43-101 (“NI43-101”).

(2)    Mineral resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these pit shells is not reported as a mineral resource. Mineral resources are not mineral reserves and do not have demonstrated economic viability – see “Compliance with NI43-101” below. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.

(3)    Open pit sulfide mineral resources are reported at a cut-off grade of 0.75 g/t Au. Cut-off grades are based on a price of US$1,050 per ounce of gold and a number of operating cost and recovery assumptions, plus a contingency (see details below).

(4)    Open pit oxide mineral resources are reported at a cut-off grade of 0.45 g/t Au. Cut-off grades are based on a price of US$1,050 per ounce of gold and a number of operating cost and recovery assumptions, plus a contingency (see details below).

(5)    “Total” project mineral resources include those resources from the Yellow Pine, Hangar Flats, West End and Historic Tailings deposits. 

(6)    Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

  

Highlighted Changes to Post-PFS Mineral Resource Estimates

 

The principal changes in the 2018 mineral resource estimates (relative to the 2014 PFS consolidated mineral resource statement) are a 2% increase in Measured and Indicated (M&I) gold grade and a 3% increase in M&I gold contained in mineral resources, as well as a 31% increase in indicated antimony contained in mineral resources. These changes are largely driven by a 6% increase in M&I gold grade at Yellow Pine, a 10% increase in indicated mineralized tonnage in the West End deposit and increased antimony contained in mineral resources in both the Yellow Pine and Hangar Flats deposits. Positive changes are slightly offset by a 2% decrease in indicated gold contained in mineral resources at Hangar Flats.

 

The change in grade at Yellow Pine is the result of additional drilling and a more detailed geological model, which better segregates mineralized and unmineralized materials on the basis of newly identified fault zones defined based on re-logging, oriented core data from the 2016-2017 drilling program and surficial pit mapping from pre-Midas Gold activities. Similarly, increased tonnage in the West End deposit is the result of a more detailed geological model which subdivides metasedimentary formations into individual lithotypes and models stratigraphic offset along post-mineralization faults. Another principal change in the West End model is the definition of more oxide resources following a thorough comparison of cyanide recoverable to total gold ratios against distribution of logged oxidation in drill logs.

 

 

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All models use sub-block or partial-block percentage reporting to accurately report in-situ mineral resources, which will allow for quantitative forecasting of mining dilution in the feasibility study.

 

Increases in antimony contained in mineral resources at Yellow Pine are due to new drilling in the antimony resource area, definition of an antimony grade shell using indicator methods, and re-evaluation of legacy data used in the estimate on the basis of reconciliation against historic production records. Similarly, the increase in antimony contained in mineral resources at Hangar Flats is the result of new drilling in the antimony resource area and different treatment of legacy drillhole data following assessment of the impact of this data.

 

Qualified Persons for Post-PFS Mineral Resource Update

 

The mineral resource estimates for Yellow Pine, Hangar Flats and West End were prepared to industry standards and best practices using commercial mine-modeling and geostatistical software. Garth Kirkham, P.Geo. is the Qualified Person responsible for the Yellow Pine and Hangar Flats mineral resource estimates for the purposes of NI43-101. Bart Stryhas, C.P.G. and former Chief Geologist of the Stibnite Mine, is the Qualified Person responsible for the West End mineral resource estimate and West End geologic model for the purposes of NI43-101. The Yellow Pine and Hangar Flats geologic models and mineral resource estimates were completed under the supervision of Midas Gold’s Senior Resource Geologist Austin Zinsser, SME-R.M., and Exploration Manager Chris Dail, C.P.G. Each deposit was segregated into multiple estimation domains based on geologic models with the majority of mineral resources estimated using ordinary kriging interpolation of capped composites in multiple estimation passes. Search ellipse orientation and anisotropy were based on structural and geological controls and/or variogram models with first pass major axis search distances generally 40-60m, and subsequent pass distances generally 100-150m.

 

For complete details, please see the Corporation’s news release dated February 15, 2018.

 

Stibnite Gold Project Post-PFS Design Studies

 

During 2015 and 2016, numerous design optimizations were incorporated into Stibnite Gold Project, with particular focus on enhancing the environmental and permitting aspects of the Project before filing of the PRO. Provided below is a summary of the key enhancements that were incorporated into the PRO:

 

· Yellow Pine Development Rock Storage Facility – An additional DRSF was designed near the Yellow Pine open pit, in the Fiddle area. This DRSF would significantly reduce haul traffic adjacent to the EFSFSR, reduce overall haulage distances and diesel consumption, reduce the size of the mining fleet, and enhance post-mining salmon habitat in Meadow Creek.
     
· Yellow Pine Backfill Approach – To improve the likelihood for successful post-closure fish passage, the vertical gradient of the restored EFSFSR through the Yellow Pine pit was reduced. This would hasten the ability to complete EFSFSR restoration activities, reduces the risk of post-mining settlement along the restored reach of the EFSFSR, and reduces the overall development rock haul distances.
     
· Rapid Infiltration Basins – Rapid groundwater infiltration basins were incorporated into the design to reduce the extent of the Hangar Flats dewatering cone, and to rapidly stabilize the Yellow Pine backfill groundwater level below the future rehabilitated reach of the EFSFSR.

 

 

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· Second Hangar Flats Ramp – A second ramp was included in the Hangar Flats pit design to eliminate the need for a haul road around the south side of the pit.
     
· Blowout Creek Restoration – To improve fish habitat during the operational period of the Project, restoration of Blowout Creek was brought forward to the pre-construction period.
     
· Stockpiles – Growth media and compost stockpiles were incorporated into the Project design.
     
· Site Landfill – The PFS assumed that all solid waste generated on-site would be hauled offsite. An onsite landfill, located on private land, was incorporated into the design to improve Project logistics.

 

Additional technical studies completed following the PFS, with the intent of optimizing the Project, that resulted in no material changes to the PFS plan were as follows:

 

· Additional concurrent backfilling of the Yellow Pine open pit was assessed to reduce development rock haulage distances; however, no additional concurrent backfilling was considered feasible.
     
· Consideration was given to relocating the gold refinery to an offsite location to reduce the number of staff at site, but the incremental materials transport costs and staffing costs were deemed unjustified.
     
· Appreciable laboratory and economic studies were completed on refining of the antimony (contained in the mineral stibnite) concentrates; however, the incremental capital and operating costs, in additional to the technical risks, made this approach unattractive at this time.
     
· A trade-off study was completed analyzing alternatives for public access from the town of Yellow Pine to Monumental Summit. The results of the study confirmed that the PFS strategy of routing vehicles via the Burntlog road is preferred for mine traffic; however, routing local traffic through the site was considered feasible.
     
· Midas Gold evaluated the potential of upgrading the gold concentrate so it could be shipped and processed at an off-site facility result in a lower project CAPEX. The metallurgy showed that grades of 40-55 g/t were fairly easily achieved. It is anticipated that, with a focused program, there would be improvements in grade and recovery suggesting that this could be a viable and profitable option were a long term buyer for the concentrates available (which is not currently the case); however, project economics favor onsite processing.
     
· Since the PFS, Midas Gold have sampled over 15 tonnes of drill core and assay rejects from the Yellow Pine, Hangar Flats and West End deposits to support feasibility-level metallurgical testing. The majority of the material was used to generate concentrate for subsequent continuous pressure oxidation (POX) pilot plant runs that were conducted in 2017; comminution, flotation optimization, and leach optimization test work have also been completed to support the FS (see “Post-PFS metallurgical test results” below). Testing results to date have confirmed that the PFS flow sheet is sound, with some favorable changes in grind size, reagent consumption, and flotation recoveries.
     
  · A mineral resource drilling program was initiated in Q4 2016 and completed in Q3 2017, which included 16 oriented core holes totaling 2707 meters drilled for infill and mineral resource conversion purposes. Assays from the drilling have generally confirmed the PFS block models, intersecting grades and widths of mineralization similar to or better than projections, with minor exceptions. The results of remodeling the mineral resource Post-PFS are summarized in the “Post-PFS Mineral Resource Update” section above.

 

The technical information on the Stibnite Gold Project Post-PFS Design Studies information was reviewed and approved by Stephen P. Quin, P.Geo., President and CEO of Midas Gold Corp., and a Qualified Person.

 

 

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Stibnite Gold Project Post-PFS Metallurgical Testing and Process Optimization

 

Since the completion of the PFS, metallurgical test work has been conducted at several laboratories and coordinated by Blue Coast Metallurgy Ltd. (Blue Coast) and M3, under the guidance of a team of metallurgical experts working with Midas Gold. Highlights of the results of metallurgical testing since the completion of the PFS were reported in a news release dated February 21, 2018, and should have economic benefits to the Project. Highlights include the following:

 

· A coarser primary grind, reducing energy and grinding media costs;
     
· Higher gold and antimony concentrate grades;
     
· Higher overall gold and antimony recoveries;
     
· Reduced reagent consumption, reducing operating costs;
     
· Use of onsite limestone for pH control in the autoclave and neutralization circuits, which significantly reduces lime requirements and overall estimated operating costs; and
     
· Use of an onsite lime kiln to generate low-cost lime for pH control in the neutralization and cyanidation circuits, which eliminates the need to truck lime to the site.

 

In the below table, the overall recoveries of gold achieved from flowsheet development in the FS are compared with those adopted for the PFS. Note that the final recoveries adopted for the FS may differ from those listed below, depending on process engineering and equipment selection currently underway.

 

Highlights of Metallurgical Recoveries (news release - February 21, 2018)

  

    Low Antimony     High Antimony  
    Yellow Pine     Hangar Flats     West End     Yellow Pine     Hangar Flats  
Flotation Recovery                                        
FS testing to date                                        
- Batch     93.7       91.9       n/a       91.4       91.8  
- Pilot plant     92.3 *                          
PFS projection     93.2       91.8       n/a       90.1       87.6  
POX-CIL Extraction                                        
FS testing to date                                        
- Batch     97.5       98.0       98.0       97.5       98.0  
- Pilot plant     98.3 *                          
PFS projection     97.6       97.0       98.2       97.6       97.0  
Overall Recoveries (Overall recoveries include assumed 0.8% post-CIL gold loss)                                        
FS testing to date                                        
- Batch     90.6       89.3       n/a       88.4       89.2  
- Pilot plant     90.0                          
PFS projection     90.2       88.3       n/a       87.2       84.3  

 

Notes:

* A blend comprising Yellow Pine and Hangar Flats materials was processed in the pilot plant.
n/a : West End projected recoveries by flotation/POX/CIP recoveries are variable and linked to sulphide content in the feed. Overall recoveries are a blend of direct leaching and flotation/POX/leach and will be determined in the geo-metallurgical exercise later in the study.

 

The updated metallurgical technical information was reviewed and approved by Stephen P. Quin, P.Geo., President and CEO of Midas Gold Corp., and a Qualified Person. The metallurgical testing program for the Stibnite Gold Project was carried out under the supervision of Christopher Martin, MIMMM, C.Eng., a Qualified Person and Principal Metallurgist for Blue Coast Metallurgy Ltd.

 

 

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Update on Status of Feasibility Study

 

Midas Gold’s technical team and consultants continue to advance their work on a feasibility study for the Stibnite Gold Project. The timing for completion of the feasibility study is tied to the completion of the DEIS since the Feasibility Study needs to reflect the design and layout of the Project as defined in the DEIS. While substantially all of the work related to mineral resource estimation, metallurgy, geotechnical, infrastructure (including road access, powerline, tunnel design) and other aspects of the Project has been completed, and preliminary mine planning is well advanced, finalization of the design and estimating of capital and operating costs are awaiting decisions driven by the permitting process. The feasibility study looks to incorporate the results of a number of Project optimizations, including updated mineral resource estimates, results of optimized metallurgy and processing, optimized layout and plant design, and other considerations. A number of these optimizations are focused on reducing potential environmental effects and impacts from mine redevelopment, and to enhancing the restoration of the site to ensure a healthy, sustainable ecosystem during and after operations. The extended permitting schedule does provide the opportunity to advance designs of certain Project components further than would be typical for a feasibility study and include this more advanced information in the FS. In addition, it also provides the opportunity to undertake certain value engineering exercises, where deemed appropriate, and also include the results of such evaluations in the FS. It is currently anticipated that the FS will be published in late 2019.

 

Update on Stibnite Gold Project Environmental and Permitting Related Activities

 

Midas Gold filed its Plan of Restoration and Operations (PRO) in September 2016, and the USFS deemed it adequate to proceed with evaluation in December 2016. In 2017, the USFS selected AECOM as the third-party contractor to assist with preparation of the EIS and also identified cooperation and contributing regulatory agencies that would be involved with evaluation of the Project. A Notice of Intent (NOI) was filed to inform the public of the proposed action on the National Forest and internal (agency) and external (public) scoping was initiated. These processes coincided with public meetings that were held to provide the public with Project information and to facilitate public comment. Over the course of 2017, scoping comments were compiled and environmental resources to be considered in the NEPA analysis were identified. In anticipation of the scoping results, Midas Gold had been collecting baseline environmental resource data for several years, and much of 2017 and 2018 has included the compilation and delivery to the USFS of a vast amount baseline data for the following environmental resources:

 

· Meteorological monitoring;

 

· Air quality monitoring;

 

· Cultural studies;

 

· Hydrologic modeling;

 

· Fisheries and aquatics monitoring;

 

· Geochemical testing and analysis;

 

· Socioeconomic review and updates;

 

· Transportation and traffic monitoring;

 

· Water quality monitoring and analysis for both surface and ground water; and

 

· Wetlands mapping and analysis including wetlands and stream channel functional assessment and evaluation.

 

Steps toward advancing all major permits and approvals for the Stibnite Gold Project (SGP) progressed in 2018, building upon the extensive amount of data transfers that occurred in 2017 and continued into 2018. Most notably, draft chapters of the DEIS were prepared, and several potential alternatives to the proposed action were developed by the agencies and the EIS third-party contractor, AECOM.

 

Alternatives development and evaluation was initiated in Q4 2017 and continued through much of 2018.

 

 

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In Q1 2018, an Alternatives Development workshop was held to discuss Midas Gold’s evaluation of agency-proposed alternatives. Through this process, Midas Gold reviewed and evaluated a range of potential alternatives to the various components of the proposed action, including variations on the location of mine features and supporting infrastructure, and the scope and progression of mining and mineral processing activities. This evaluation included Midas Gold’s input on the technical, logistical and economic feasibility of alternatives that were proposed to be included and evaluated in the EIS. In numerous cases, agency-proposed alternatives were determined to not be feasible based on the evaluation criteria. Others were identified as requiring significant additional analysis, including preliminary engineering feasibility design, collection of additional environmental resource data (including wetland and fish habitat data), and detailed economical analysis. Through this process, numerous component alternatives have been dismissed. Those that have been determined by the lead agency to be viable were incorporated into draft versions of Chapter 2 of the DEIS. As of January 2019, the unofficial preliminary DEIS includes five alternatives as follows:

 

· Alternative 1 - The proposed action as described in the PRO.
     
· Alternative 2 - A modified version of the PRO, including alternative components provided by Midas Gold, primarily. These include modifications of site features and facilities with alternatives that have been determined to have less environmental impact or have some other demonstrated benefit.
     
· Alternative 3 – EFSFSR TSF Alternative: This alternative is centered around an optional tailings storage facility location, in the upper reach of the EFSFSR drainage. Included are other necessary changes such as relocating the worker housing facility and the primary mine access route.
     
· Alternative 4 – This alternative includes primary mine access via Johnson Creek Road and Stibnite Road, and other necessary changes such as the relocation of the road maintenance facility.
     
· Alternative 5 – The No Action Alternative: This alternative represents no implementation of the PRO. The lead agency is obligated to evaluate this alternative to provide a baseline of environmental impacts against which all other alternatives are evaluated.

 

These alternatives are subject to change prior to publication of the DEIS, which is currently anticipated to be published in late 2019.

 

In addition to progression of the NEPA process, numerous federal and state agency-led permitting processes were advanced in 2018. Several significant efforts include:

 

· NPDES Permit – Midas Gold is working to get the first draft NPDES application submitted to USEPA prior to IDEQ program changeover on July 1, 2019.
     
· Air Quality/Permit to Construct - Air Quality Modeling and emissions inventories required for preparation of NEPA documents were completed in December 2018. A pre-application meeting will be held with IDEQ in March 2019. Submittal of the Air PTC application is anticipated later in 2019.
     
· 404 Permit/401 Certification – Midas Gold meets bi-weekly with U.S. Army Corps of Engineers (who is also a cooperating agency in the NEPA process) to discuss action items and data needs to support 404 permitting.
     
· Water Rights – Bi-weekly water rights meetings are held with Midas Gold and Idaho Department of Environmental Quality (IDEQ) to discuss action items and data needs to move forward with water rights applications. A water rights permit application is anticipated to be submitted later in 2019.

 

 

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· Dam Safety Permit is currently in progress; a draft application was submitted for review and comments in 2018. Midas Gold continues to discuss and develop technical data required to accompany the final permit application, including the recently submitted Inundation Study.
     
· Cyanidation Permit – The Cyanidation Permit Conceptual Design Report (CDR, a pre-permit application document) is in preparation and is expected to be submitted to IDEQ in 2019. Agency review of the CDR is important to the development of a comprehensive and acceptable final Cyanidation Permit Application.

 

As announced January 29, 2019, Midas Gold announced that it has been advised that the USFS anticipated issuing a Draft Environmental Impact Statement (“DEIS”) for public comment in Q3 2019, with a Final EIS and Draft Record of Decision (“ROD”) anticipated in Q2 2020 for the Stibnite Gold Project (“Project”). This schedule would put the Final ROD for the Project in Q3 2020. As noted in that news release, this timeframe did not account for the impacts of the partial shutdown of the US Government in late 2018 and early 2019. With a second partial shutdown of the US Government avoided in February, 2019, the agencies and Midas Gold are evaluating the impact of the late 2018-January 2019 partial shutdown and the request for addition information and water modelling, but Midas Gold anticipates that the impact would be to defer the draft EIS until the end of 2019 and the Final ROD to the end of 2020.

 

RISKS & UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

Industry Risks

 

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.

 

The commercial feasibility of the Project and Midas Gold's ability to arrange funding to conduct its planned exploration projects is dependent on, among other things, the price of gold and other potential by-products. Depending on the price to be received for any minerals produced, Midas Gold may determine that it is impractical to commence or continue commercial production. A reduction in the price of gold or other potential by-products may prevent the Project from being economically mined or result in the write-off of assets whose value is impaired as a result of low precious metals prices.

 

 

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Future revenues, if any, are expected to be in large part derived from the future mining and sale of gold and other potential by-products or interests related thereto. The prices of these commodities fluctuate and are affected by numerous factors beyond Midas Gold’s control, including, among others:

 

                      international economic and political conditions,

                      central bank purchases and sales;

                      expectations of inflation or deflation,

                      international currency exchange rates,

                      interest rates,

                      global or regional consumptive patterns,

                      speculative activities,

                      levels of supply and demand,

                      increased production due to new mine developments,

                      decreased production due to mine closures,

                      improved mining and production methods,

                      availability and costs of metal substitutes,

                      metal stock levels maintained by producers and others, and

                      inventory carrying costs.

 

The effect of these factors on the price of gold and other potential by-products cannot be accurately predicted. If the price of gold and other potential by-products decreases, the value of Midas Gold’s assets would be materially and adversely affected, thereby materially and adversely impacting the value and price of Midas Gold’s common shares.

 

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

 

Many industries, including the precious metal mining industry, are impacted by global market conditions. Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, changes in interest rates and tax rates may adversely affect Midas Gold’s growth and profitability potential. Specifically:

 

a global credit/liquidity crisis could impact the cost and availability of financing and Midas Gold’s overall liquidity;
the volatility of gold and other potential by-product prices may impact Midas Gold’s future revenues, profits and cash flow;
volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and
the devaluation and volatility of global stock markets impacts the valuation of the Corporation’s equity securities, which may impact its ability to raise funds through the issuance of equity.

 

Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.

 

Mineral exploration and development in the United States is subject to Federal, State and local regulatory processes and evolving application of environmental and other regulations can and has affected the ability to advance mineral projects as effectively as in prior years.  A number of mineral projects in the United States have been subjected to regulatory delays or actions that have impeded the progress of these projects towards production. Such delays can increase the funding requirements of the Company as expenditures continue for a longer period of time.

 

 

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Resource exploration and development is a high risk, speculative business.

 

Resource exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required to discover new deposits and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Most exploration projects do not result in the discovery of commercially viable deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized by Midas Gold or that mineral deposit identified by Midas Gold will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.

 

Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.

 

The Project, and any future operations in which Midas Gold has a direct or indirect interest, will be subject to all the hazards and risks normally incidental to resource companies. Fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines. If any of these events were to occur, they could cause injury or loss of life, severe damage to or destruction of property. As a result, Midas Gold could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations. In addition, Midas Gold may have to make expensive repairs and could be subject to legal liability. The occurrence of any of these operating risks and hazards may have an adverse effect on Midas Gold’s financial condition and operations, and correspondingly on the value and price of Midas Gold’s common shares.

 

Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.

 

There is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There may also be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations.

 

The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.

 

The calculations of amounts of mineralized material within mineral resources and mineral reserves are estimates only. Actual recoveries of gold and other potential by-products from mineral resources and mineral reserves may be lower than those indicated by test work. Any material change in the quantity of mineralization, grade, tonnage or stripping ratio, or the price of gold and other potential by-products, may affect the economic viability of a mineral property. In addition, there can be no assurance that the recoveries of gold and other potential by-products in small-scale laboratory tests will be duplicated in larger scale pilot plant tests under on-site conditions or during production. Notwithstanding the results of any metallurgical testing or pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing.

 

 

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Mining and metallurgy are an inexact science and, accordingly, there always remains an element of risk that a mine may not prove to be commercially viable. Until a deposit is actually mined and processed, the quantity of mineral reserves, mineral resources and grades must be considered as estimates only. In addition, the determination and valuation of mineral reserves and mineral resources is based on, among other things, assumed metal prices. Market fluctuations and metal prices may render mineral resources and mineral reserves uneconomic. Any material change in quantity of mineral reserves, mineral resources, grade, tonnage, percent extraction of those mineral reserves recoverable by underground mining techniques or stripping ratio for those mineral reserves recoverable by open pit mining techniques may affect the economic viability of a mining project.

 

Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

 

The mining industry has at times been subjected to conditions that have resulted in significant increases in the cost of equipment, labour and materials. Midas Gold used benchmarked data for the operation and capital costs included in its PFS issued December 15, 2014, however there is no guarantee that development or operations of the Project will eventuate, and if it did, such operating or capital costs will prevail.

 

The Corporation’s Risks

 

Midas Gold will need to raise additional capital though the sale of its securities or other interests, resulting in dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.

 

Midas Gold does not generate any revenues and does not have sufficient financial resources to undertake by itself all of its planned exploration programs. Midas Gold has limited financial resources and has financed its activities primarily through the sale of Midas Gold’s securities such as common shares and convertible notes. Midas Gold will need to continue its reliance on the sale of its securities for future financing including that required to complete the permitting process, resulting in dilution to existing shareholders. Further activities will depend on Midas Gold’s ability to obtain additional financing, which may not be available under favourable terms, if at all. If adequate financing is not available, Midas Gold may not be able to commence or continue with its activities.

 

Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common shares in accordance with the terms of the Convertible Notes.

 

Midas Gold does not generate revenue and has announced a plan of how it intends to use the proceeds from the issuance of the Convertible Notes over the term of the Convertible Notes. In order to repay the outstanding principal Midas Gold either needs to arrange debt, equity or other forms of funding, to either develop the Stibnite Gold Project and repay the Convertible Notes from operating cash flows, repay the Convertible Notes in full, or convert the Convertible Notes into common shares. The risks associated with the development of the Stibnite Gold Project as stated in this section are high. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes.

 

Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.

 

Sales of substantial amounts of Midas Gold’s common shares into the public market by unrelated shareholders, Midas Gold’s officers or directors or pursuant to the exercise of options or warrants, or even the perception by the market that such sales may occur, may lower the market price of the Corporation's common shares.

 

 

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Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.

 

Midas Gold’s mineral exploration and development activities are subject to various laws and regulations governing operations, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing operations, or more stringent implementation thereof could substantially increase the costs associated with Midas Gold’s business or prevent it from exploring or developing its properties.

 

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on Midas Gold and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

 

Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.

 

The regulatory processes related to permitting of major mining projects in the US are subject to considerable uncertainty as to the information required, the timeframes to analyze information provided and the outcomes of such analysis, and the Stibnite Gold Project is more complex than greenfields sites due to the need to address the extensive legacy impacts related to historical mining activities, which adds additional uncertainty. Since Midas Gold entered the permitting process for redevelopment and restoration, the proposed timeframe to get to a Final ROD has been extended by regulators several times and further extensions to the currently published timeframes can be expected.

 

Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.

 

Third parties commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may challenge Midas Gold’s permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding requirements beyond those currently anticipated, or block the approval of the Project.

 

Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.

 

NGOs, Indian tribes or other stakeholders commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may challenge Midas Gold’s permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding requirements beyond those currently anticipated or prevent the approval of the Project. As noted above, in 2018, the Nez Perce Tribe announced its opposition to the Project and certain NGOs campaigned against the community agreement.

 

 

- 63 -

 

Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.

 

The department responsible for environmental protection in the U.S. has broad authority to shut down and/or levy fines against facilities that do not comply with environmental regulations or standards. Failure to obtain the necessary permits would adversely affect progress of Midas Gold’s activities and would delay or prevent the beginning of commercial operations.

 

Midas Gold’s activities are subject to environmental liability.

 

Midas Gold is not aware of any claims for damages related to any impact that its operations have had on the environment but it may become subject to such claims in the future, including potential claims related to legacy environmental impacts from prior operators. An environmental claim could adversely affect Midas Gold’s business due to the high costs of defending against such claims and its impact on senior management's time. Also, environmental regulations may change in the future which could adversely affect Midas Gold’s operations including the potential to curtail or cease exploration programs or to preclude entirely the economic development of a mineral property. The extent of any future changes to environmental regulations cannot be predicted or quantified, but it should be assumed that such regulations would become more stringent in the future. Generally, new regulations will result in increased compliance costs, including costs for obtaining permits, delays or fines resulting from loss of permits or failure to comply with the new regulations.

 

Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.

 

The mineral resource industry is intensively competitive in all of its phases, and Midas Gold competes with many companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. The principal competitive factors in the acquisition of such undeveloped properties include the staff and data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and develop such properties. Competition could adversely affect Midas Gold’s ability to advance the Project or to acquire suitable prospects for exploration in the future.

 

Midas Gold’s future exploration efforts may be unsuccessful.

 

Mineral resource exploration and, if warranted, development, is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in volume and/or grade to return a profit from production. There is no certainty that the expenditures that have been made and may be made in the future by Midas Gold related to the exploration of its properties will result in discoveries of mineralized material in commercial quantities.

 

Most exploration projects do not result in the discovery of commercially viable mineral deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially viable deposit which can be legally and economically exploited.

 

Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.

 

Assays results from core drilling or reverse circulation drilling can be subject to errors at the laboratory analyzing the drill samples. In addition, reverse circulation or core drilling may lead to samples which may not be representative of the gold or other metals in the entire deposit. Mineral resource and mineral reserve estimates are based on interpretation of available facts and extrapolation or interpolation of data and may not be representative of the actual deposit. All of these factors may lead to mineral resource and/or mineral reserve estimates being overstated, the mineable gold that can be received from the Project being less than the mineral resource and mineral reserve estimates, and the Project not being a viable project.

 

 

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If Midas Gold’s mineral resource and mineral reserve estimates for the Project are not indicative of actual grades of gold and other potential by-products, Midas Gold will have to continue to explore for a viable deposit or cease operations.

 

Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.

 

Midas Gold has only been actively engaged in exploration since 2009. Midas Gold does not generate any revenues from operations or production. Putting a mining project into production requires substantial planning and expenditures and, whilst several members of the management have mine construction experience, as a corporation, Midas Gold does not have any experience in taking a mining project to production. As a result of these factors, it is difficult to evaluate Midas Gold’s prospects, and its future success is more uncertain than if it had a longer or more proven history.

 

Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.

 

Midas Gold has incurred net losses every year since inception. Midas Gold currently has no commercial production and has never recorded any revenues from mining operations. Midas Gold expects to continue to incur losses, and will continue to do so until such time, if ever, as its properties commence commercial production and generate sufficient revenues to fund continuing operations.

 

The proposed development of new mining operations will require the commitment of substantial resources for operating expenses and capital expenditures, which may increase in subsequent years as Midas Gold adds, as needed, consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Project or any other properties. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture or other agreements with others in the future, its acquisition of additional properties, and other factors, many of which are unknown today and may be beyond the Corporation's control. Midas Gold may never generate any revenues or achieve profitability. If Midas Gold does not achieve profitability, it would have to raise additional financing or shut down its operations.

 

Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

 

Midas Gold’s properties consist of various mining concessions in the U.S. Under U.S. law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of Midas Gold’s ownership of such concessions. A claim by a third party asserting prior unregistered agreements or transfer on any of Midas Gold’s mineral properties, especially where commercially viable mineral reserves have been located, could adversely result in Midas Gold losing commercially viable mineral reserves. Even if a claim is unsuccessful, it may potentially affect Midas Gold’s current activities due to the high costs of defending against such claims and its impact on senior management's time. If Midas Gold loses a commercially viable mineral reserve, such a loss could lower Midas Gold’s revenues or cause it to cease operations if this mineral reserve represented all or a significant portion of Midas Gold’s operations at the time of the loss.

 

 

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Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining and exploration activities.

 

Several of the patented lode and mill site claims acquired by Midas Gold over the West End Deposit and the Cinnabar claim groups (the latter held under option) are subject to a consent decree under CERCLA, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies.  Several of the patented claims in the Hangar Flats and Yellow Pine properties are subject to a consent decree under CERCLA between the original owner of those claims and the United States, which creates certain obligations on that owner, including that the owner will cooperate with the U.S. Environmental Protection Agency and U.S. Forest Service in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

All industries, including mining, are subject to legal claims with or without merit. Defense and settlement costs can be substantial, even with respect to claims without merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular claim could have an effect on the Corporation’s financial position. It is possible that any proposal to develop a mine on the Project, or any governmental approval for such a development, could be challenged in court by third parties, the effect of which would be to delay and possibly entirely impede the Corporation from developing the Project or commencing production.

 

Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

 

Midas Gold is dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on the operations of Midas Gold. Midas Gold’s success is dependent to a great degree on its ability to attract and retain highly qualified management personnel. The loss of any such key personnel, through incapacity or otherwise, would require Midas Gold to seek and retain other qualified personnel and could compromise the pace and success of its exploration activities. Midas Gold does not maintain key person insurance in the event of a loss of any such key personnel.

 

Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.

 

Midas Gold has a relatively small staff and depends upon its ability to hire consultants with the appropriate background and expertise as such persons are required to carry out specific tasks. Midas Gold’s inability to hire the appropriate consultants at the appropriate time could adversely impact Midas Gold’s ability to advance its exploration activities.

 

Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.

 

Certain Midas Gold directors and officers are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. Directors and officers of the Corporation with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies.

 

Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.

 

Since incorporation, neither Midas Gold nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Corporation does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral exploration programs.

 

 

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Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.

 

In the course of exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks. Midas Gold does not currently have insurance against all such risks and may decide not to take out insurance against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Midas Gold.

 

Additionally, the Corporation is not insured against most environmental risks. Insurance against all environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products by third-parties occurring as part of historic exploration and production) has not been generally available to companies within the industry. The Corporation periodically evaluates the cost and coverage of the insurance that is available against certain environmental risks to determine if it would be appropriate to obtain such insurance. Without such insurance, or with limited amounts of such insurance, and if the Corporation becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Corporation has to pay such liabilities and result in bankruptcy. Should the Corporation be unable to fully fund the remedial cost of an environmental problem, it might be required to enter into interim compliance measures pending completion of the required remedy.

 

A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.

 

Midas Gold is dependent on various supplies and equipment to carry out its activities. The shortage of such supplies, equipment and parts could have a material adverse effect on Midas Gold’s ability to carry out its activities and therefore have a material adverse effect on the cost of doing business.

 

A cyber security incident could adversely affect Midas Gold’s ability to operate its business.

 

Information systems and other technologies, including those related to the Corporation’s financial and operational management, and its technical and environmental data, are an integral part of the Corporation’s business activities.  Network and information systems related events, such as computer hacking, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, or other malicious activities or any combination of the foregoing or power outages, natural disasters, terrorist attacks, or other similar events could result in damages to the Corporation’s property, equipment and data.  These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future.  Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Corporation’s information technology systems including personnel and other data that could damage its reputation and require the Corporation to expend significant capital and other resources to remedy any such security breach.  Insurance held by the Corporation may mitigate losses however in any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate the Corporation for any disruptions to its business that may result and the occurrence of any such events or security breaches could have a material adverse effect on the business of the Corporation.  There can be no assurance that these events and/or security breaches will not occur in the future or not have an adverse effect of the business of the Corporation.

 

 

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DIVIDENDS AND DISTRIBUTIONS

 

The Corporation has not paid any dividends or distributions on its common shares since its incorporation. Any decision to pay dividends on common shares in the future will be made by the board of directors of the Corporation (the “Board”) on the basis of the earnings, financial requirements and other conditions existing at such time.

 

DESCRIPTION OF CAPITAL STRUCTURE

 

Authorized Capital

 

The authorized capital of the Corporation consists of an unlimited number of common shares without par value, an unlimited number of first preferred shares without par value, and an unlimited number of second preferred shares without par value.

 

Common Shares

 

There are 235,781,773 common shares issued and outstanding as at the date of this AIF. There are no special rights or restrictions of any nature attached to any of the common shares, which all rank equally as to all benefits which might accrue to the holders of common shares. All registered shareholders are entitled to receive a notice of any general meeting of the shareholders to be convened by the Corporation. At any general meeting, subject to the restrictions on joint registered owners of common shares, on a show of hands every shareholder who is present in person and entitled to vote has one vote and on a poll, every shareholder has one vote for each common share of which he, she or it is the registered owner and may exercise such vote either in person or by proxy.

 

Preferred Shares

 

No first preferred shares or second preferred shares are issued and outstanding as of the date of this AIF.

 

The first preferred shares have certain privileges, restrictions and conditions. The first preferred shares may be issued in one or more series and the Board may from time to time fix the number and designation and create special rights and restrictions. First preferred shares would rank on a parity with first preferred shares of any other series (if any) and be entitled to priority over the second preferred shares, common shares, and the shares of any other class ranking junior to the first preferred shares with respect to the payment of dividends and the distribution of assets on a liquidation, dissolution or winding up of the Corporation. Holders of first preferred shares shall be entitled to receive notice of and to attend all annual and special meetings of shareholders of the Corporation, except for meetings at which any holders or a specified class or series are entitled to vote, and to one vote in respect of each first preferred share held at all such meetings.

 

The second preferred shares have certain privileges, restrictions and conditions. Second preferred shares may be issued in one or more series and the directors may from time to time fix the number and designation and create special rights and restrictions. Second preferred shares would rank on a parity with second preferred shares of any other series (if any) and be entitled to priority over the common shares and the shares of any other class ranking junior to the second preferred shares with respect to the payment of dividends and the distribution of assets on a liquidation, dissolution or winding up of the Corporation. Holders of second preferred shares shall be given notice of and be invited to attend meetings of the voting shareholders of the Corporation but shall not be entitled as such to vote at any general meeting of shareholders of the Corporation.

 

 

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Convertible Notes

 

As at December 31, 2018, the Corporation had C$49,912, 401 in unsecured convertible notes (the “Convertible Notes”) outstanding. The Convertible Notes bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity and have a maturity date of March 17, 2023. On the maturity date, the outstanding principal amount of the Convertible Notes is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation at a price of C$0.3541 per share. If there is an equity financing completed at 95% of C$0.3541, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice if the Corporation’s common shares reach a price of C$0.7082. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

MARKET FOR SECURITIES

 

Trading Price and Volume

 

The following table sets out information relating to the monthly trading of the common shares of the Corporation on the TSX (under symbol "MAX") for the months indicated:

 

Period   High     Low     Volume  
2018
January   $ 1.08     $ 0.55       11,381,541  
February   $ 1.04     $ 0.73       6,741,042  
March   $ 1.04     $ 0.87       5,237,856  
April   $ 1.07     $ 0.87       4,362,963  
May   $ 1.21     $ 0.84       7,485,546  
June   $ 1.11     $ 0.92       5,018,929  
July   $ 1.00     $ 0.89       1,964,407  
August   $ 0.98     $ 0.82       3,654,944  
September   $ 0.92     $ 0.75       2,825,123  
October   $ 0.94     $ 0.65       4,100,302  
November   $ 0.71     $ 0.60       2,738,030  
December   $ 1.04     $ 0.62       3,744,519  

Source: TSX InfoSuite

 

Prior Sales

 

The following table summarizes the securities of the Corporation that are outstanding as at the date of this AIF, but not listed or quoted on a marketplace that have been issued by the Corporation during the most recently completed financial year:

 

 

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Date of Issue   Type of
Securities
  Number of
Securities
    Issue or Exercise
Price per Security
    Cash
Proceeds
  Reason for Issue
January 4, 2018   stock options     3,270,000     $ 0.59     nil   Grant of stock options
March 14, 2018   stock options     225,000     $ 0.97     nil   Grant of stock options
April 30, 2018   stock options     500,000     $ 0.98     nil   Grant of stock options
August 8, 2018   stock options     500,000     $ 0.88     nil   Grant of stock options
August 10, 2018   stock options     80,000     $ 0.88     nil   Grant of stock options
August 28, 2018   stock options     645,000     $ 0.91     nil   Grant of stock options

 

DIRECTORS AND OFFICERS

 

Name, Occupation and Security Holding

 

The name, province or state and country of residence and position with the Corporation of each director and executive officer of the Corporation, the principal business or occupation in which each director and executive officer of the Corporation has been engaged during the immediately preceding five years, the period during which each director has served as director and the number and percentage of the voting securities beneficially owned, or controlled or directed, directly or indirectly, by each director and executive officer as at the date of this AIF is set out in the table below. Each director's term of office will expire at the next annual general meeting of the Corporation unless earlier due to resignation, removal or death of the director. The term of office of the officers expires at the discretion of the Corporation’s directors.

 


Name,
Province/State
and Country of
Residence

Position with
the
Corporation

Principal Occupation During the Past Five
Years
Period as
Director
and/or
Officer
Number and
Percentage of
Common
Shares Held(1)

Stephen P. Quin

 

British Columbia, Canada 

President, CEO and Director (4) President, CEO & Director of the Corporation since inception, and same for MGI since January 1, 2011.  Director of Kutcho Copper since December 2017 and of Chalice Gold Mines since 2010.  Prior to that, President of Capstone Mining Corp. from November 22, 2008 until December 2010 and, prior to that President and CEO of Sherwood Copper Corp. from September 1, 2005 until November 2008. Director and Officer since February 22, 2011 1,514,700
0.64%

Donald Young

 

British Columbia, Canada 

Director (2) (5) Director of Dundee Precious Metals Inc. since May 2010; Director of OSI Geospatial Inc. from March 2006 until January 2010; director of BC Safety Authority, April 2009 to March 2012; director of Kimber Resources Inc. February 2008 to April 2013; Director of Arizona Mining Inc. from June 2013 to August 2014. Director since April 1, 2011 100
0.00%

Peter Nixon

 

Ontario, Canada

 

Director and Chairman (2) (3) Director of Dundee Precious Metals Inc. since June 2002; director of Kimber Resources Inc. March 2007 – April 2013; director of Miramar Mining Corporation from June 2002 until December 2007 when the company was acquired by Newmont Mining Corporation; director of Reunion Gold Corp. since March 2004,  director of Stornoway Diamond Corporation since March 2003 and Director of Toachi Mining Corp since August 2016. Director since April 1, 2011 185,000
0.08%

 

 

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Name,
Province/State
and Country of
Residence

Position with
the
Corporation

Principal Occupation During the Past Five
Years
Period as
Director
and/or
Officer
Number and
Percentage of
Common
Shares Held(1)

Keith Allred

 

Idaho, USA 

Director (3) (5) Executive Director at the National Institute for Civil Discourse from January 1, 2019 to the present.  Partner at Cicero Group from 2012 to 2018.  COO of Health Catalyst in 2011.  Democratic nominee for Governor of Idaho in 2010. Founder and director of The Common Interest from 2005 to 2009; founder and facilitator of the Upper Blackfoot Confluence, a conservation partnership of three phosphate mining companies and two conservation groups. Professor at Harvard’s Kennedy School of Government from 1998 to 2005 and at Columbia from 1995 to 1998.  Also taught an executive program at Oxford’s Said School of Business from 2003 to 2005. Director since November  12, 2014 28,571
0.01%

Marcelo Kim,

 

New York, USA 

Director (4) (5) Partner at Paulson & Co. Inc. since 2011; from 2009-2011, generalist analyst covering event arbitrage investment opportunities across broad sectors and capital structures. Chairman of International Tower Hill since December 2016. Director since March 17, 2016 Nil

Javier Schiffrin

 

New York, USA 

Director (3) (4) Senior Vice President at Paulson & Co., since 2016; from 2014 to 2016 Executive Director & Restructuring Specialist at Macquarie Capital and from  2003 to 2006 a Restructuring Attorney at Kirkland & Ellis. Director since March 21, 2018 Nil

Brad Doores

 

Ontario, Canada 

Director (3) (5) Licensed attorney in the State of Colorado with over 40 years of legal experience in the mining industry. From 1995 to 2014 Vice President and Deputy General Counsel of Barrick Gold Corporation; Director and Vice President & General Counsel of Energy Fuels Corporation and Energy Fuels Nuclear, Inc. from 1984-1994; director and Vice President & General Counsel of Golden Shamrock Mines Limited from 1994-1995. Director since August 9, 2018 Nil

 

 

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Name,
Province/State
and Country of
Residence

Position with
the
Corporation

Principal Occupation During the Past Five
Years
Period as
Director
and/or
Officer
Number and
Percentage of
Common
Shares Held(1)

Jaimie Donovan

 

Ontario, Canada 

Director (3) Since December 2018, head of Growth and Evaluations for Barrick in North America; from September 2016 to December 2018,   Vice President of Evaluations at Barrick Gold; Principal and head of Evaluations at Waterton Global Resource Management from October 2012 to December 2013. Director since January 31, 2019 Nil

Darren Morgans

 

British Columbia, Canada 

Chief Financial Officer CFO of the Corporation since April 2011; prior to that, Corporate Secretary and Controller for Terrane Metals Corp. from July 2006 until March 2011. Officer since April 13, 2011 59,696
0.02%

John Meyer

 

Eagle, ID, USA 

Vice President, Development VP Development of the Corporation from January 1, 2013 to present; Development Manager from January 1, 2012 to December 31, 2012; prior to that Project Manager of the Kinross Gold Corporation Fruta del Norte (FDN) project from 2007 to December 2011. Officer since January 1, 2013 Nil

 

(1) All common shares are held directly unless otherwise indicated herein. Of Mr. Quin’s total share holdings, 175,000 shares are held indirectly in his RRSP and 2,700 are held indirectly in his TFSA. All other common shares are held directly. Of Mr. Nixon’s total shareholdings, 115,600 are held in his RRSP.
(2) Member of the Audit Committee.
(3) Member of the Corporate Governance and Nominating Committee.
(4) Member of the Environmental, Health and Safety Committee.
(5) Member of the Compensation Committee.

 

As of the date of this AIF, directors and executive officers of the Corporation, as a group, will beneficially own, or exercise control or direction, directly or indirectly, over an aggregate of 1,788,067 common shares representing 0.76% of the outstanding common shares of the Corporation.

 

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

 

To the knowledge of the Corporation, none of the Corporation's directors or executive officers is, as at the date of this AIF, or has been, within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any corporation (including the Corporation) that:

 

(a) was subject to an Order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

 

(b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

 

"Order" means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant corporation access to any exemption under securities legislation and, in each case, that was in effect for a period of more than 30 consecutive days.

 

Except as set out below, none of the Corporation's directors or executive officers or, to the Corporation's knowledge, any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:

 

 

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(a) is, as at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any corporation (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

(b) has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; or

 

(c)           has been subject to:

 

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

 

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

 

Stephen Quin was a director of Mercator Minerals Ltd. (“Mercator”) when it filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada) (the “BIA”) on August 26, 2014. Mr. Quin ceased to be a director on September 4, 2014. Pursuant to section 50.4(8) of the BIA, Mercator was deemed to have filed an assignment in bankruptcy on September 5, 2014 as a result of allowing the ten-day period within which Mercator was required to submit a cash flow forecast to the Official Receiver to lapse.

 

Conflicts of Interest

 

The directors of the Corporation are required by law to act honestly and in good faith with a view to the best interests of the Corporation and to disclose any interests which they may have in any project or opportunity of the Corporation. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Corporation will participate in any project or opportunity, that director will primarily consider the degree of risk to which the Corporation may be exposed and its financial position at that time.

 

To the best of the Corporation’s knowledge, there are no known existing or potential conflicts of interest among the Corporation, its directors or officers as a result of their outside business interests, except that certain of the directors and officers serve as directors and/or officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise.

 

The directors and officers of the Corporation are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Corporation will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. In accordance with the Business Corporations Act (British Columbia), such directors or officers will disclose all such conflicts and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

 

 

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CERTAIN CORPORATE GOVERANCE CONSIDERATIONS

 

The following disclosure is provided to augment the corporate governance disclosure pursuant to National Instrument NI 58-101 Disclosure of Corporate Governance Practices in the Corporation's most recently filed management information circular

 

Director Term Limits and Other Mechanisms of Board Renewal

 

The Corporation has not adopted term limits for its directors. The Corporation believes that term limits are an arbitrary mechanism for removing directors and can result in highly qualified and experienced directors forced out solely based on the length of their service. The Corporation's Corporate Governance and Nominating Committee, however, reviews on at least an annual basis the size, composition, mandate and performance of the Board and the various committees of the Board, and makes recommendations for appointment, removal of directors, or other adjustments as appropriate.

 

To ensure adequate renewal of the Board, the Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and the committees of the Board to determine whether changes in size, personnel or responsibilities are warranted or advisable. To assist in its review, the Board will conduct informal surveys of its directors, receive an annual report from the Corporate Governance and Nominating Committee on its assessment of the functioning of the Board, and reports from each committee respecting each committee's own effectiveness.

 

As part of its annual review, the Board assesses the skills of its Board members in a variety of areas critical to the effective oversight of the Corporation. These assessments with regard to skills ensure that the Board possesses the requisite expertise, experience, and operational and business insight for the effective stewardship of the Corporation, and a summary of the results are disclosed in the Corporation's most recently filed management information circular. As part of its assessment, the Board also considers, among other diversity factors, whether there are women on the Board and the committees.

 

The results of such assessments and surveys are reported to the Board and the Chairman, together with any recommendations from the Corporate Governance and Nominating Committee for improving the composition of the Board.

 

The Corporate Governance and Nominating Committee has considered whether to propose that the Board adopt term limits for directors and has determined not to do so after consideration of a number of factors, including the significant advantages associated with the continued involvement of long-serving directors who have gained a deep understanding of the Corporation's projects, operations and objectives during their tenure; the experience, corporate memory and perspective of such directors; the annual review processes performed by the Board and its committees; the professional experience, areas of expertise and personal character of members of the Board; and the current needs and objectives of the Corporation.

 

Social and Environmental Policies

 

The Corporation maintains a written Code of Conduct and Ethical Values Policy (the "Code"), which sets out standards of behaviour required by all employees in conducting the business and affairs of Midas Gold and its subsidiaries. Compliance with the Code is mandatory for all employees, officers and directors, and the full text may be viewed on the Corporation’s web site. Included within the Code is a requirement that all employees comply with all laws and governmental regulations applicable to the Corporation’s activities, including but not limited to, maintaining a safe and healthy work environment, promoting a workplace that is free from discrimination or harassment and conducting all activities in full compliance with all applicable environmental and securities laws.

 

 

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Policies Regarding the Representation of Women on the Board

 

During 2016, the Corporation adopted a Diversity Policy which sets forth the Corporation’s commitment and approach to achieving and maintaining diversity on its Board and in Executive Officer or Senior Management positions. In this Policy, diversity refers to all the characteristics that make individuals different from each other. It includes, but is not limited to, characteristics such as gender, geographical representation, education, skills and experience, ethnicity, age and personal circumstances.

 

The Corporate Governance and Nominating Committee has had considerable discussion regarding gender diversity and the benefits thereof and the Corporation is committed to gender diversity on the Board and the boards of directors of its subsidiaries, as well as at the senior levels of management. The Board ensures, in the process of ongoing Board renewal and the continuing search for a diverse mix of talent and competency, that, where possible, new appointments will advance the Corporation's commitment to diversity in a timely fashion.

 

Consideration of the Representation of Women in the Director and Executive Officer Identification and Selection Process

 

Board and Executive Officer Appointments

 

The Board, with the assistance of the Committee or any other person who identifies or nominates Board members or Executive Officers for appointment, will, in the process of identifying and considering candidates for appointment/election to the Board or to Executive Officer positions:

 

· review the Board skills & competencies assessments, developed and maintained to identify the skills and competencies required for the Board and to monitor how those requirements are currently satisfied, along with potential areas for growth and improvement;

 

· review the current list of potential candidates, developed and maintained to the extent feasible to address the diversity objectives of this Policy;

 

· consider candidates who are highly qualified based on their experience, professional expertise, personal skills, qualities and values;

 

· consider diversity criteria defined in this Policy and specifically the level of representation of women on the Board, in Executive Officer and Senior Management positions, in order to promote gender diversity;

 

· take into account that qualified candidates for Directors may be found in a broad range of organizations, including privately held businesses, profit and not-for profit associations, academic institutions and other entities in addition to the traditional candidate pool of corporate directors; and

 

· engage, where appropriate, qualified independent executive search firms to conduct searches for candidates, to help achieve the Corporation’s diversity objectives in relation to the Board and Executive Officer positions.

 

 

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Senior Management Appointments

 

The Chief Executive Officer of Midas Gold, with the assistance of the Chief Executive Officer of MGII, will, when identifying and considering the selection of candidates for appointment/promotion to Senior Management positions:

 

· consider candidates who are highly qualified based on their experience, professional expertise, personal skills, qualities and values;

 

· consider diversity criteria defined in this Policy and specifically the level of representation of women in Senior Management positions, in order to promote gender diversity;

 

· take into account that qualified candidates may be found in a broad range of organizations, including privately held businesses, profit and not-for profit associations, academic institutions and other entities in addition to the traditional candidate pool of corporate senior managers;

 

· engage, where appropriate, qualified independent executive search firms to conduct searches for candidates, to help achieve the Corporation’s diversity objectives in relation to Senior Management positions.

 

Issuer's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

 

The Corporation has not, at this time, established fixed targets in relation to any specific diversity characteristics, however, it aspires towards meaningful progress being achieved in future with respect to the number of women on the Board and in Executive Officer or Senior Management positions.

 

The Corporation believes that adopting such targets may unduly restrict its ability to nominate, select, hire or promote the best candidate for the position in question, however, the Corporation remains committed to an inclusive and diverse Board and workplace. The Corporation intends to continue to include gender and other diversity measures as among the factors that are considered when nominating directors and hiring executive officers.

 

Number of Women on the Board and in Executive Officer Positions

 

Of the Corporation's current Board of eight directors, there is one female director. The Board of MGII, the Corporation’s wholly-owned operating subsidiary, consists of seven directors, three of which are female.

 

Laurel Sayer was appointed President & CEO of MGII in September of 2016. Liz Monger is the Manager, Investor Relations and Corporate Secretary of Midas Gold Corp. and Mckinsey Lyon is the VP of External Affairs for MGII.

 

 

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AUDIT COMMITTEE INFORMATION

 

The following is the text of the Corporation’s Audit Committee Mandate:

 

Audit Committee Mandate

 

A. PURPOSE

 

The overall purpose of the Audit Committee (the “Committee”) of Midas Gold Corp. (the “Corporation”) is assist the board of directors (the “Board”) of the Corporation in fulfilling its oversight responsibilities for:

 

1. the integrity, quality and transparency of the Corporation’s financial statements;

 

2. the Corporation’s internal control over financial reporting;

 

3. the Corporation’s compliance with legal and regulatory requirements which relate to financial reporting;

 

4. the appointment (subject to shareholder ratification) of the Corporation’s external auditor and approval of its compensation as well as responsibility for its independence, qualifications and performance of all audit and audit related work; and

 

5. such other duties as assigned to it from time to time by the Board.

 

The function of the Committee is oversight. The members of the Committee are not full-time employees of the Corporation. The Corporation’s management is responsible for the preparation of the Corporation’s financial statements in accordance with applicable accounting standards and applicable laws and regulations. The Corporation’s external auditor is responsible for the audit and quarterly review, when applicable, of the Corporation’s financial statements in accordance with applicable auditing standards and laws and regulations.

 

In carrying out its oversight role, the Committee and the Board recognize that the Corporation’s management is responsible for:

 

1. implementing and maintaining suitable internal controls and disclosure controls;

 

2. the preparation, presentation and integrity of the Corporation’s financial statements; and,

 

3. the appropriateness of the accounting principles and reporting policies that are used by the Corporation.

 

B. COMPOSITION, PROCEDURES AND ORGANIZATION

 

1. The Committee shall consist of at least three members of the Board. The Board will appoint members to the Committee and the Committee will elect a Committee Chair from among the Committee’s membership.

 

2. The Board will ensure that the Chair of the Committee and its members are independent and financially literate, as defined in National Instrument 52-110 (“NI 52-110”).

 

3. The Committee will meet at least four times a year. The Chair of the Committee has the authority to convene additional meetings, as circumstances warrant. The Committee will invite members of management, the auditor or others to attend meetings and provide pertinent information, as necessary. The Committee will hold private meetings with each of the external auditor, and senior management. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.

 

4. No business shall be transacted by the Committee, except at a meeting where a majority of the members are present, either in person or by teleconference or video conference.

 

 

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5. The Committee may:

 

a. engage outside legal, audit or other counsel and/or advisors at the Corporation’s expense, without the prior approval of the directors of the Corporation;

 

b. set and pay the compensation of any advisors employed by the Committee;

 

c. review any corporate counsel’s reports of evidence of a material violation of security laws or breaches of fiduciary duty;

 

d. seek any information it requires from employees – all of whom are directed to cooperate with the Committee’s request – or external party; and

 

e. meet and/or communicate directly with the Corporation’s officers, the external auditor or outside counsel, as necessary.

 

6. The Committee’s business will be recorded in minutes of the Committee meetings, which shall be submitted to the Board. The Committee Secretary will normally be the Corporate Secretary.

 

C. ROLES AND RESPONSIBILITIES

 

The Committee will carry out the following duties and responsibilities:

 

1. Financial Statements and Related Disclosure Documents

 

The duties and responsibilities of the Committee as they relate to the financial statements and related disclosure documents are to:

 

(a) review and discuss with management and the external auditor, when the external auditor is engaged to perform an interim review, the interim and annual consolidated financial statements and the related disclosures contained in Management’s Discussion and Analysis and recommend these documents to the Board for approval, prior to the public disclosure of this information by the Corporation. Such discussion shall include:

 

I. the external auditor’s judgment about the quality, not just the acceptability, of accounting principles applied by the Corporation;

 

II. the reasonableness of any significant judgments made;

 

III. the clarity and completeness of the financial statement disclosure;

 

IV. any accounting adjustments that were noted or proposed by the external auditor but were not made (whether immaterial or otherwise); and

 

V. any communication between the audit team and their national office relating to accounting or auditing issues encountered during their work.

 

 

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(b) review and recommend approval to the Board of the following financial sections of:

 

I. annual Report to shareholders;

 

II. Annual Information Form

 

III. prospectuses;

 

IV. annual and interim press release disclosing financial results, when applicable; and,

 

V. other financial reports requiring approval by the Board.

 

(c) review disclosures related to any insider and related party transactions.

 

2. Internal Controls

 

The duties and responsibilities of the Committee as they relate to internal and disclosure controls as well as financial risks of the Corporation are to:

 

a) periodically review and assess with management and the external auditor the adequacy and effectiveness of the Corporation’s systems of internal control over financial reporting and disclosure, including policies, procedures and systems to assess, monitor and manage the Corporation’s assets, liabilities and expenses. In addition, the Committee will review and discuss the appropriateness and timeliness of the disposition of any recommendations for improvements in internal control over financial reporting and disclosure procedures;

 

b) obtain and review reports of the external auditor on significant findings and recommendations on the Corporation’s internal controls, together with management’s responses; and,

 

c) periodically discuss with management, the Corporation’s policies regarding financial risk assessment and financial risk management, including an annual review of insurance coverage. While it is the responsibility of management to assess and manage the Corporation’s exposure to financial risk, the Committee will discuss and review guidelines and policies that govern the process. The discussion may include the Corporation’s financial risk exposures and the steps management has taken to monitor and control such exposures, including hedging, foreign exchange, internal controls, and cash and short-term investments.

 

3. External Auditor

 

The duties and responsibilities of the Committee as they relate to the external auditor of the Corporation shall be to:

 

a) receive reports directly from and oversee the external auditor;

 

 

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b) discuss with representatives of the external auditor the plans for their quarterly reviews, when applicable, and annual audit, including the adequacy of staff and their proposed fees and expenses. The Committee will have separate discussions with the external auditor, without management present, on:

 

(i) the results of their annual audit and applicable quarterly reviews;

 

(ii) any difficulties encountered in the course of their work, including restrictions on the scope of activities or access to information;

 

(iii) management’s response to audit issues and, when applicable, quarterly review issues; and,

 

(iv) any disagreements with management.

 

c) pre-approve all audit and allowable non-audit fees and services to be provided by the external auditor in accordance with securities laws and regulations. The Committee will pre-approve all audit and non-audit services to be provided by the external auditor in advance of work being started on such services. The Committee Chair may approve proposed audit and non-audit services between Committee meetings and will bring any such approvals to the attention of the Committee at its next meeting;

 

d) recommend to the Board that it recommend to the shareholders of the Corporation the appointment and termination of the external auditor;

 

e) receive reports in respect of quarterly reviews, when applicable, and audit work of the external auditor and, where applicable, oversee the resolution of any disagreements between management and the external auditor;

 

f) ensure that at all times there are direct communication channels between the Committee and the external auditor of the Corporation to discuss and review specific issues, as appropriate;

 

g) meet separately, on a regular basis, with management and the external auditor to discuss any issues or concerns warranting Committee attention. As part of this process, the Committee shall provide sufficient opportunity for the external auditor to meet privately with the Committee;

 

h) at least annually, assess the external auditor’s independence and receive a letter each year from the external auditor confirming its continued independence;

 

i) allow the external auditor of the Corporation to attend and be heard at any meeting of the Committee;

 

j) review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the external auditor to ensure compliance with NI 52-110;

 

k) review and report quarterly to the Board on the Company’s compliance with the Anti-Bribery/Anti-Corruption Policy;

 

l) at least annually, evaluate the external auditor’s qualifications, performance and independence and report the results of such review to the Board; and

 

 

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4. Whistleblower

 

The duties and responsibilities of the Committee as they relate to the Whistleblower Policy of the Corporation shall be to:

 

(a) establish and review procedures established with respect to employees and third parties for:

 

(i) the receipt, retention and treatment of complaints received by the Corporation, confidentially and anonymously, regarding accounting, financial reporting and disclosure controls and procedures, or auditing matters; and

 

(ii) dealing with the reporting, handling and taking of remedial action with respect to alleged violations of accounting, financial reporting and disclosure controls and procedures, or auditing matters, as well as certain other alleged illegal or unethical behaviour, in accordance with the Corporation’s related policy and procedures.

 

5. Compliance

 

The duties and responsibilities of the Committee as they relate to the Corporation’s Compliance are to:

 

(a) review disclosures made by the Corporation’s Chief Executive Officer and Chief Financial Officer regarding compliance with their certification obligations as required by the regulators;

 

(b) review the Corporation’s Chief Executive Officer and Chief Financial Officer’s quarterly and annual assessments of the design and operating effectiveness of the Corporation’s disclosure controls and procedures and internal control over financial reporting, respectively;

 

(c) review the findings of any examination by regulatory agencies, and any auditor observations; and

 

(d) receive reports, if any, from management and corporate legal counsel of evidence of material violation of securities laws or breaches of fiduciary duty.

 

6. Reporting Responsibilities

 

It is the duty and responsibility of the Committee to:

 

(a) regularly report to the Board on Committee activities, issues and related recommendations; and,

 

(b) report annually to the shareholders, describing the Committee’s composition, responsibilities and how they are discharged, and any other information required by legislation.

 

 

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7. Other Responsibilities

 

Other responsibilities of the Committee are to:

 

(a) perform any other related activities as requested by the Board;

 

(b) review and assess the adequacy of the Committee mandate annually, requesting Board approval for proposed changes; and

 

(c) institute and oversee special investigations, as needed.”

 

Composition of the Audit Committee

 

The following individuals are the members of the Audit Committee:

 

Donald Young Independent(1) Financially literate(1)
Peter Nixon Independent(1) Financially literate(1)
Keith Allred Independent(1) Financially literate(1)

 

(1)       As defined by NI 52-110.

 

Audit Committee Member Education and Experience

 

Donald Young, FCPA, FCA, is Chairman of the Committee. He was an audit partner with KPMG LLP for twenty-six years until his retirement. He currently also serves as audit committee chair for Dundee Precious Metals Inc. In the past, he has served as chair of audit committees for other publicly listed mining companies and not for profit organizations. Mr. Young is a member of the Institute of Corporate Directors.

 

A graduate of McGill University, Mr. Nixon spent more than three decades in the investment industry specializing in the Natural Resources sectors, as part of the Research and Institutional Sales teams. A founding partner of Goepel Shields and Partners, he was President of that firm's subsidiary in the United States. He is a member of the Institute of Corporate Directors and has completed the Financial Literacy for Directors Program at the Rotman School of Business and currently sits on the audit committees of two other publicly traded mining companies

 

Mr. Allred is the Executive Director of the National Institute for Civil Discourse.  He was a senior partner at the Cicero Group, a 250-person strategy consulting firm ranked 12th best boutique consulting firm in the world by Vault.com.  He led major engagements advising companies ranging from $3 billion to $140 billion in revenue, including cost cutting initiatives and post merger integrations.  Prior to Cicero, he served as COO of Health Catalyst where his leadership was key to attracting a significant investment by Sequoia Capital.   Mr. Allred has also served as a professor at Harvard's Kennedy School of Government and at Columbia University, in addition to teaching executive programs at Oxford’s Said School of Business.  He holds a PhD in from UCLA’s Anderson School of Management and BA from Stanford University.

 

Audit Committee Oversight

 

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board.

 

 

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Pre-Approval Policies and Procedures

 

All non-audit services must be pre-approved by the Committee, or if a request is made between Committee meetings, the Committee Chair may pre-approve a request for non-audit services, but the Chair must advise other Committee members of such pre-approval no later than the next regularly scheduled Committee meeting. In no event can the external auditor undertake non-audit services prohibited by legislation or professional standards.

 

External Auditor Service Fees (By Category)

 

The aggregate fees billed by the Corporation’s external auditor, Deloitte LLP, Chartered Professional Accountants, in the year ended December 31, 2018 and December 31, 2017 for audit service fees were as follows:

 

Fiscal Period Ended   Audit Fees(1)     Audit Related Fees (2)     Tax Fees     All Other Fees  
December 31, 2018   C$ 53,500       Nil       Nil       Nil  
December 31, 2017   C$ 50,000       Nil       Nil       Nil  

 

(1) Audit Fees relate to the audit of the Corporation’s annual Financial Statements and the review of the Corporation’s interim Financial Statements.

 

(2) Audit Related Fees relate to services performed by the auditor in their review of documents that include or refer to their independent auditor’s report.

 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

 

The directors, executive officers and principal shareholders of the Corporation or any associate or affiliate of the foregoing have had no material interest, direct or indirect, in any transactions in which the Corporation has participated within the three most recently completed financial periods prior to the date of this AIF or in the current financial year, and do not have any material interest in any proposed transaction, which has materially affected or is reasonably expected to materially affect the Corporation, except as set out elsewhere in this AIF and immediately below.

 

Certain directors and/or officers of the Corporation have subscribed for common shares of the Corporation pursuant to the public and private placement financings of the Corporation. In addition, certain directors and/or officers of the Corporation have been granted stock options under the Corporation's Stock Option Plan.

 

TRANSFER AGENTS AND REGISTRARS

 

The registrar and transfer agent for the common shares of the Corporation is Computershare Investor Services Inc. at its principal office located at 3rd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9.

 

 

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MATERIAL CONTRACTS

 

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by the Corporation that are still in effect:

 

1. Royalty agreement with Franco-Nevada Idaho Corporation dated as of May 9, 2013;

 

2. Share subscription agreement with Teck Resources Limited dated July 7, 2013;

 

3. Trust Indenture among Idaho Gold Resources Company, LLC (“Idaho Gold”), the Corporation, and Computershare Trust Company of Canada dated March 17, 2016;

 

4. Investor Rights Agreement among the Corporation, Idaho Gold and Paulson dated March 17, 2016, as amended May 9, 2018;

 

5. Guarantee Indenture among the Corporation, Idaho Gold and Computershare Trust Company of Canada dated March 17, 2016;

 

6. Supplemental Trust Indenture #1 among Idaho Gold, the Corporation, and Computershare Trust Company of Canada dated April 4, 2016;

 

7. Investor Rights Agreement between the Corporation and Barrick dated May 16, 2018; and

 

8. Right of First Offer agreement between Paulson and Barrick dated May 9, 2018.

 

See "Three-year History and Significant Acquisitions" for further details on each of the material contracts.

 

Copies of all material contracts or summaries thereof in Material Change Reports are available on SEDAR at www.sedar.com under the Corporation’s profile.

 

INTERESTS OF EXPERTS

 

Names of Experts

 

The following persons or companies whose profession or business gives authority to a statement made by the person or company are named in the AIF as having prepared or certified a part of that document or a report of valuation described in the AIF:

 

1. Conrad E. Huss, P.E. of M3 Engineering & Technology Corp., Garth D. Kirkham, P.Geo., Christopher J. Martin, C.Eng., John M. Marek, P.E., Allen R. Anderson, P.E., Richard C. Kinder, P.E., Peter E. Kowalewski, P.E., all of whom are Qualified Persons, were the authors responsible for the preparation of the PFS Technical Report;
2. Garth Kirkham, P.Geo., of Kirkham Geosystems Ltd. is the Qualified Person responsible for the February 2018 Yellow Pine and Hangar Flats mineral resource estimates;
3. Bart Stryhas, C.P.G. and former Chief Geologist of the Stibnite Mine (part of the West End deposit), is the Qualified Person responsible for the February 2018 West End mineral resource estimate and West End geologic model; and
  4. The audited financial statements of the Corporation for the years ended December 31, 2018, 2017 and 2016 have been subject to audit by Deloitte LLP,Chartered Professional Accountants.

 

Interests of Experts

 

Based on information provided by the relevant persons in item 1 above, to the knowledge of the Corporation none of such persons has held, or received or will receive, any registered or beneficial interests, direct or indirect, in any securities or other property of the Corporation or of one of the Corporation's associates or affiliates (based on information provided to the Corporation by such experts) or is expected to be elected, appointed or employed as a director, officer or employee of the Corporation or of any associate or affiliate of the Corporation.

 

Deloitte LLP, Chartered Professional Accountants, as auditor of the Corporation, has confirmed that they are independent with respect to the Corporation within the meaning of the Code (of Professional Conduct of the Chartered Professional Accountants of British Columbia.

 

 

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ADDITIONAL INFORMATION

 

Additional information relating to the Corporation may be found on SEDAR at www.sedar.com, as well as at the Corporation’s web site at www.midasgoldcorp.com.

 

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Corporation's securities, and securities authorized for issuance under equity compensation plans, is contained in the Corporation's information circular for its most recent annual general meeting of security holders that involved the election of directors.

 

Additional financial information is provided in the Corporation's consolidated financial statements and management's discussion and analysis for its most recently completed financial year, being the year ended December 31, 2018.

 

 

 

Exhibit 99.9

 

 

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(expressed in US Dollars)

 

 

 

 

Deloitte LLP
2800 - 1055 Dunsmuir Street
4 Bentall Centre
  Vancouver BC V7X 1P4
  Canada
   
  Tel: (604) 669-4466
  Fax: (604) 685-0395
  www.deloitte.ca

 

Independent Auditor’s Report

 

To the Shareholders of Midas Gold Corp.

 

Opinion

 

We have audited the consolidated financial statements of Midas Gold Corp. and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2018 and December 31, 2017 and the consolidated statements of net loss and comprehensive loss, changes in equity and cash flows for the years ended December 31, 2018 and December 31, 2017 and, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

 

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and December 31, 2017, and its financial performance and its cash flows for the years ended December 31, 2018 and December 31, 2017 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

Basis for Opinion

 

We conducted our audit in accordance with Canadian generally accepted auditing standards (“Canadian GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Other Information

 

Management is responsible for the other information. The other information comprises:

 

Management’s Discussion and Analysis; and

 

The information, other than the financial statements and our auditor’s report thereon, in the Annual Information Form.

 

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

 

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

 

The Annual Information Form is expected to be made available to us after the date of the auditor’s report. If, based on the work we will perform on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact to those charged with governance.

 

Responsibilities of Management and Those Charged with Governance for the Financial Statements

 

 

 

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with Canadian GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

 

 

 

The engagement partner on the audit resulting in this independent auditor’s report is Jayana Darras.

 

/s/ Deloitte LLP

 

Chartered Professional Accountants

February 21, 2019

 

 

 

 

Midas Gold Corp.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at December 31, 2018 and December 31, 2017

(Expressed in US dollars)

 

    Notes     December 31, 2018     December 31, 2017  
ASSETS                        
CURRENT ASSETS                        
Cash and cash equivalents           $ 29,886,558     $ 18,915,423  
Trade and other receivables             264,047       36,792  
Prepaid expenses             270,161       288,349  
            $ 30,420,766     $ 19,240,563  
NON-CURRENT ASSETS                        
Buildings and equipment     4     $ 396,881     $ 543,005  
Exploration and evaluation assets     5       71,132,883       70,857,593  
            $ 71,529,764     $ 71,400,598  
TOTAL ASSETS           $ 101,950,530     $ 90,641,162  
                         
LIABILITIES AND EQUITY                        
CURRENT LIABILITIES                        
Trade and other payables           $ 2,921,175     $ 3,244,854  
Warrant derivative (i)     6       454,819       252,595  
            $ 3,375,994     $ 3,497,449  
NON-CURRENT LIABILITIES                        
Convertible notes     7     $ 23,433,664     $ 22,944,867  
Convertible note derivative (ii)     8       48,479,797       29,817,891  
            $ 71,913,461     $ 52,762,758  
TOTAL LIABILITIES           $ 75,289,455     $ 56,260,207  
                         
EQUITY                        
Share capital     9     $ 267,595,776     $ 228,787,138  
Equity reserve     9       24,394,532       23,635,063  
Deficit             (265,329,233 )     (218,041,246 )
TOTAL EQUITY           $ 26,661,075     $ 34,380,955  
TOTAL LIABILITIES AND EQUITY           $ 101,950,530     $ 90,641,162  

 

Approved on behalf of the Board of Directors:   

 

/s/ Stephen Quin

  /s/ Donald Young
Stephen Quin - Director   Donald Young - Director

 

Footnotes:

 

(i) The warrant derivative is valued at fair value in accordance with International Financial Reporting Standards (“IFRS”). There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants or options. See Note 6.

 

(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 8.

 

See accompanying notes to consolidated financial statements

 

3

 

Midas Gold Corp.

CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

   

 

Notes

   

 

December 31, 2018

   

 

December 31, 2017

 
EXPENSES                        
Consulting           $ 44,001     $ 24,886  
Corporate salaries and benefits             649,053       854,368  
Depreciation     4       267,085       639,731  
Directors’ fees             124,719       107,720  
Exploration and evaluation     10       25,072,224       20,978,354  
Office and administrative             177,495       164,066  
Professional fees             187,256       275,736  
Share based compensation     9       1,305,433       1,609,354  
Shareholder and regulatory             341,851       385,020  
Travel and related costs             241,063       163,868  
OPERATING LOSS           $ 28,410,180     $ 25,203,102  
                         
OTHER (INCOME) EXPENSES                        
Change in fair value of warrant derivative (i)     6     $ 202,224     $ (839,455 )
Change in fair value of convertible note derivative (ii)     8       22,783,374       (21,799,942 )
Finance costs     11       2,475,660       2,232,310  
Foreign exchange (gain) loss             (5,946,729 )     3,789,794  
Interest income             (636,724 )     (293,546 )
   Total other (income) loss           $ 18,877,805     $ (16,910,839 )
                         
NET LOSS AND COMPREHENSIVE LOSS           $ 47,287,985     $ 8,292,263  
                         
NET LOSS PER SHARE, BASIC AND DILUTED           $ 0.22     $ 0.05  
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED             216,893,422       184,009,046  

 

Footnotes:

 

(i) The warrant derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants or options. See Note 6.

 

(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 8.

 

See accompanying notes to consolidated financial statements

 

4

 

Midas Gold Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars except for number of shares)

 

          Share Capital              
    Note     Shares   Amount   Equity Reserve   Deficit   Total  
BALANCE, January 1, 2017             180,002,017   $ 225,168,974   $ 22,101,334   $ (209,748,985 ) $ 37,521,323  
Share based compensation     9       -     -     1,609,354     -     1,609,354  
Options exercised     9       438,500     204,121     (75,625 )   -     128,496  
Warrants exercised     6       5,615,833     3,275,621     -     -     3,275,621  
Convertible notes converted     7,8       299,915     138,423     -     -     138,423  
Net loss and comprehensive loss for the year             -     -     -     (8,292,263 )   (8,292,263 )
BALANCE, December 31, 2017             186,356,265   $ 228,787,138   $ 23,635,063   $ (218,041,248 ) $ 34,380,954  
Share based compensation     9       -     -     1,232,233     -     1,232,233  
Private placement     9       46,551,731     38,065,907     -     -     38,065,907  
Share issue cost     9       -     (542,635 )   -     -     (542,635 )
Shares issued from options             1,904,694     1,285,366     (472,764 )   -     812,601  
Net loss and comprehensive loss for the year             -     -     -     (47,287,985 )   (47,287,985 )
BALANCE, December 31, 2018             234,812,690   $ 267,595,776   $ 24,394,532   $ (265,329,233 ) $ 26,661,075  

 

See accompanying notes to consolidated financial statements

 

5

 

Midas Gold Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

    Notes   December 31, 2018     December 31, 2017  
OPERATING ACTIVITIES:                        
Net loss           $ (47,287,985 )   $ (8,292,263 )
Adjustments for:                        
Share based compensation     9       1,305,433       1,609,354  
Depreciation             267,085       639,731  
Accretion and interest expense     7,11       2,475,660       2,232,310  
Change in fair value of warrant derivative     6       202,224       (839,455 )
Change in fair value of convertible note derivative     8       22,783,374       (21,799,942 )
Unrealized foreign exchange (gain) loss             (5,966,416 )     3,928,854  
Interest income             (636,724 )     (293,546 )
Changes in:                        
Trade and other receivables             (162,845 )     (43,271 )
Prepaid expenses             18,187       (6,233 )
Trade and other payables             (323,679 )     1,972,146  
      Net cash used in operating activities           $ (27,325,685 )   $ (20,892,315 )
INVESTING ACTIVITIES:                        
Investment in exploration and evaluation assets     5     $ (275,290 )   $ (375,290 )
Purchase of buildings and equipment     4       (120,960 )     (120,134 )
Interest received             572,314       323,340  
      Net cash provided by (used in) investing activities           $ 176,063     $ (172,084 )
FINANCING ACTIVITIES:                        
Proceeds from issuance of common shares, May 2018 financing     8     $ 38,065,907     $ -  
Payment of transaction costs on issuance of common shares, May 2018 financing     8       (542,635 )     -  
Proceeds from issuance of common shares through exercise of options             739,400       2,641,102  
Interest paid on convertible notes     6       (19,276 )     (18,512 )
      Net cash provided by financing activities           $ 38,243,397     $ 2,622,591  
Effect of foreign exchange on cash and cash equivalents             (122,640 )     176,877  
Net increase (decrease) in cash and cash equivalents             10,971,135       (18,264,931 )
Cash and cash equivalents, beginning of year             18,915,423       37,180,354  
Cash and cash equivalents, end of year           $ 29,886,558     $ 18,915,423  
                         
Cash           $ 2,104,088     $ 1,093,049  
Investment savings accounts             19,243,627       6,924,242  
GIC and term deposits             8,538,843       10,898,132  
Total cash and cash equivalents           $ 29,886,558     $ 18,915,423  

 

See accompanying notes to consolidated financial statements

 

6

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

1.            Nature of Operations

 

Midas Gold Corp. (“the Corporation” or “Midas Gold”) was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho. The Corporation’s principal asset is the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Corporation currently operates in one segment, mineral exploration in the United States. The corporate office of Midas Gold is located at 890-999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada.

 

2.            Basis of Preparation

 

a. Statement of Compliance

 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) as at December 31, 2018.

 

b. Basis of Presentation

 

These consolidated financial statements have been prepared on the historic cost basis except for certain financial instruments, which are measured at fair value as explained in the Summary of Significant Accounting Policies set out in Note 3.

 

These consolidated financial statements for the years ended December 31, 2018 and December 31, 2017 were approved and authorized for issue by the board of directors on February 21, 2019.

 

3.            Summary of Significant Accounting Policies

 

a. Basis of Consolidation

 

These consolidated financial statements include the financial statements of Midas Gold and its wholly owned subsidiary companies:

 

Midas Gold Idaho, Inc.;

Idaho Gold Resource Company, LLC; and

Stibnite Gold Company.

 

All intercompany transactions, balances, income and expenses, have been eliminated.

 

b. Functional and Presentation Currency

 

The functional and presentation currency of the Corporation and its subsidiaries is the US Dollar (“USD” or “$”). As the Midas Gold corpore office is located in Vancouver, BC, there are also certain transactions in Canadian Dollars (CAD or C$). All amounts in these consolidated financial statements are in USD, unless otherwise stated.

 

7

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

c. Cash and Cash Equivalents

 

For the purpose of the consolidated statements of financial position and consolidated statements of cash flows, the Corporation considers all highly liquid investments readily convertible to a known amount of cash with an original maturity of three months or less and subject to an insignificant risk of changes in value to be cash equivalents.

 

d. Financial Assets

 

Financial assets are classified into one of four categories, fair value through profit or loss (“FVTPL”), fair value through Other Comprehensive Income (“FVOCI”) as a debt investment, FVOCI as an equity investment and amortized cost.

 

The classification is determined at initial recognition and depends on the nature and purpose of the financial asset.

 

(i) FVTPL financial assets

 

Financial assets are classified as FVTPL when the financial asset is held for trading or it is designated as FVTPL. A financial asset is classified as held for trading if:

 

it has been acquired principally for the purpose of selling in the near future;

 

it is a part of an identified portfolio of financial instruments that the Corporation manages and has an actual pattern of short-term profit-taking; or

 

it is a derivative that is not designated and effective as a hedging instrument.

 

Financial assets classified as FVTPL are stated at fair value with any resultant gain or loss recognized in profit or loss. The net gain or loss recognized incorporates any dividend or interest earned on the financial asset. Transaction costs related to assets classified as FVTPL are expensed. The Corporation does not have any assets classified as FVTPL financial assets.

 

(ii) FVOCI financial assets – debt investments

 

Financial assets are classified as FVOCI – debt investments if both of the following conditions are met:

 

The asset is held within a business model whose objective is achieved by both holding the financial asset in order to collect contractual cash flows and selling the financial asset, and

 

The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

The Corporation does not have any assets classified as FVOCI – debt investments.

 

(iii) FVOCI financial asset – equity investments

 

IFRS 9 requires all equity investments to be measured at fair value, with a default approach of recognizing all changes in fair value through profit or loss. For equity investments that are not held for trading, entities can make irrevocable election at initial recognition to classify the instruments as at FVOCI, with all subsequent changes in fair value being recognized in other comprehensive income (OCI). Under this new category, fair value changes are recognized in OCI while dividends are recognized in profit and loss. The Corporation does not have any assets classified as FVOCI – equity investments.

 

8

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

(iv) Amortized cost

 

Financial assets are classified as amortized cost if both of the following conditions are met:

 

The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

 

The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

These assets are subsequently measured at amortized cost using the effective interest method.

 

(v) Effective interest method

 

The effective interest method calculates the amortized cost of a financial asset and allocates interest income over the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial asset, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

 

(vi) Impairment of financial assets

 

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each period end. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

 

Objective evidence of impairment could include the following:

 

significant financial difficulty of the issuer or counterparty;

 

default or delinquency in interest or principal payments;

 

it has become probable that the borrower will enter bankruptcy or financial reorganization; or

 

a significant or prolonged decline in value.

 

For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.

 

The carrying amount of all financial assets, excluding trade receivables, is directly reduced by the impairment loss. The carrying amount of trade receivables is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

 

With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease relates to an event occurring after the impairment was recognized; the previously recognized impairment loss is reversed through profit or loss. The impairment on AFS equity instruments is not reversed if the value of the AFS equity investments subsequently increases. On the date of impairment reversal, the carrying amount of the financial asset cannot exceed its amortized cost had impairment not been recognized.

 

9

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

(vii) Derecognition of financial assets

 

A financial asset is derecognized when:

 

the contractual right to the asset’s cash flows expire; or

 

if the Corporation transfers the financial asset and substantially all risks and rewards of ownership to another entity.

 

e. Financial Liabilities and Equity

 

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

 

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Corporation are recorded at the proceeds received, net of direct issue costs.

 

Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.

 

(i) Other financial liabilities

 

Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

 

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expenses over the corresponding period. The effective interest rate is the rate that exactly discounts estimated future cash payments over the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

 

The Corporation has classified trade and other payables and Convertible Notes as other financial liabilities. The Corporation has classified the warrant derivative and Convertible Note Derivative as FVTPL.

 

(ii) Derecognition of financial liabilities

 

The Corporation derecognizes financial liabilities when, and only when, the Corporation’s obligations are discharged, cancelled or they expire.

 

f. Exploration and Evaluation Assets and Expenses

 

Exploration and evaluation assets are recorded at cost less accumulated impairment losses, if any. All direct costs related to the acquisition of mineral properties are capitalized until the technical feasibility and commercial viability of the asset is established, at which time the capitalized costs are reclassified to mineral properties under development. Technical feasibility and commercial viability are defined as (1) the determination of mineral reserves and (2) a decision to proceed with development has been recommended by management and approved by the Corporation’s board of directors. Exploration and evaluation costs, subsequent to acquisition, are expensed until it has been established that a mineral property is technically feasible and commercially viable, and a mine development decision has been made by the Corporation.

 

10

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

Thereafter, the Corporation will capitalize expenditures subsequently incurred to develop the mine, prior to the start of mining operations.

 

Management reviews the facts and circumstances to determine whether there is an indication that the carrying amount of the exploration and evaluation assets exceeds the recoverable amount at each reporting date. Indication includes but is not limited to, the expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor planned and if the entity has decided to discontinue exploration activity in the specific area. If facts and circumstances exist that indicate that the assets are impaired, management will assess whether the carrying value exceeds recoverable value, and the Corporation will impair the carrying value of the property.

 

Where the Corporation has determined that impairment indicators exist, the Corporation will also assess for impairment under IAS 36 Impairment of assets, whereby the cash generating unit (“CGU”) is assessed for impairment by comparing the carrying value to its recoverable amount, which is the higher of the value in use and the fair value less costs to sell. The fair value less costs to sell is determined by the best information available to reflect the amount the Corporation could receive for the CGU in an arm’s length transaction.

 

g. Loss Per Share

 

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of share purchase options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding share purchase options were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting periods. All share purchase options and warrants were anti-dilutive for the years presented.

 

h. Foreign Currency Translation

 

Transactions in currencies other than the entity’s functional currency are recorded at the exchange rate prevailing at the dates of the transactions. Monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions are included in the consolidated Statement of Net Loss and Comprehensive Loss.

 

i. Income Taxes

 

Income tax expense consists of current and deferred tax expense. Income tax expense is recognized in the Statement of Net Loss and Comprehensive Loss.

 

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

 

11

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the substantively enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Corporation does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is derecognized.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Corporation intends to settle its current tax assets and liabilities on a net basis.

 

j. Share Based Compensation

 

The Corporation grants share purchase options to directors, officers, employees and consultants. The board of directors grants such options for periods of up to five years, with vesting periods determined at its sole discretion and at prices equal to or greater than the closing price on the day proceeding the day the options were granted.

 

The fair value of the options granted is measured at the grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period, which is the period over which all of the specific vesting conditions are satisfied. Forfeitures are estimated at the grant date. For awards with graded vesting, the fair value of each tranche is measured separately and recognized over its respective vesting period. The fair value is recognized as an expense with a corresponding increase in equity reserve. The amount recognized as expense is adjusted to reflect the number of share options which actually vest.

 

When the Corporation grants share purchase options, which only vest upon satisfaction of a contingent event, the fair value of the option is measured on the date of grant using the same valuation model and assumptions used for options without performance conditions. The Corporation will recognize compensation expense based on an estimate of performance condition that will be satisfied.

 

k. Reclamation and Remediation

 

The Corporation recognizes liabilities for statutory, contractual, constructive or legal obligations associated with buildings and equipment and exploration and evaluation assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value of such costs. The Corporation’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. The Corporation’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. The costs of rehabilitation projects that were included in the rehabilitation provision are recorded against the provision as incurred. As at December 31, 2018 and 2017, the Corporation had no rehabilitation liabilities.

 

l. Buildings and Equipment

 

Buildings and equipment are recorded at cost less amortization, depletion and accumulated impairment losses, if any.

 

12

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

Where significant components of buildings and equipment have different useful lives, the components are accounted for as separate items. Expenditures incurred to replace a component that is accounted for separately, including major inspection and overhaul expenditures, are capitalized. Directly attributable expenses incurred for major capital projects are capitalized until the asset is brought to a working condition for its intended use. These costs include dismantling and site restoration costs to the extent these are recognized as a provision.

 

The cost of self-constructed assets includes the cost of materials, direct labour and an appropriate portion of normal overhead. The costs of day-to-day servicing are recognized in expenses as incurred, as “maintenance and repairs.”

 

The Corporation depreciates its assets, less their estimated residual values, as follows:

 

Category   Method   Useful life
Equipment and Vehicles   Straight-line   3 to 7 years
Buildings   Straight-line   5 to 10 years

 

The depreciation method, useful life and residual values are assessed annually.

 

m. Impairment

 

The Corporation’s tangible and intangible assets are reviewed for indications of impairment at each reporting date. If an indication of impairment exists, the asset’s recoverable amount is estimated to determine extent of impairment, if any. Where the asset does not generate independent cash flows, the Corporation estimates the recoverable amount of the Cash Generating Unit (“CGU”) to which the asset belongs.

 

An impairment loss is recognized when the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit and loss for the period. The recoverable amount is the greater of the asset’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

n. Leases

 

Operating lease payments are expensed on a straight-line basis over the term of the relevant lease. Incentives received upon entry into an operating lease are recognized straight-line over the lease term. The recognition of operating leases may change with the adoption of IFRS 16 – Leases in Q1 2019. See further discussion on the new standard and its potential effect in FN3(q) below.

 

13

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

3.            Summary of Significant Accounting Policies (continued)

 

o. Provisions

 

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received, and the amount receivable can be measured reliably.

 

p. Significant Accounting Estimates and Judgments

 

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results may differ from these estimates.

 

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

 

i) Probability of future economic benefits of exploration and evaluation costs

 

The application of the Corporation’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether it is probable that future economic benefits will be generated from the exploitation of an exploration and evaluation asset when activities have not yet reached a stage where a reasonable assessment of the existence of reserves can be determined. The estimation of mineral reserves is a complex process and requires significant assumptions and estimates regarding economic and geological data and these assumptions and estimates impact the decision to either expense or capitalize exploration and evaluation expenditures.

 

Upon determination of mineral reserves, the Corporation evaluates the commercial viability of the assets, based on the existence of mineral reserves as well as the ability to obtain permitting, financing and a commercially viable construction schedule. Upon making a decision to proceed with the development of the property, the exploration and evaluation assets would be reclassified to mineral properties under development.

 

ii) Functional currency

 

The functional currency for each of the Corporation's subsidiaries is the currency of the primary economic environment in which the entity operates. The Corporation has determined that the functional currency of each entity is the US dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Corporation reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

 

14

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

3.           Summary of Significant Accounting Policies (continued)

 

Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments are as follows:

 

i) Impairment of building and equipment and exploration and evaluation assets

 

Management considers both external and internal sources of information in assessing whether there are any indications that the Corporation's building and equipment and exploration and evaluation assets are impaired. External sources of information management considers include changes in the market, economic and legal environment in which the Corporation operates that are not within its control and affect the recoverable amount of its building and equipment and exploration and evaluation assets. Internal sources of information management considers include the manner in which mining properties and building and equipment are being used or are expected to be used and indications of economic performance of the assets.

 

ii) Mineral resource and reserve estimates

 

The figures for mineral resources and reserves are determined in compliance with the requirements of National Instrument 43-101, "Standards of Disclosure for Mineral Projects”, issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral resources and reserves, including many factors beyond the Corporation's control. Such estimation is a subjective process, and the accuracy of any mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Differences from management's assumptions (including economic assumptions such as metal prices and market conditions) could have a material effect in the future on the Corporation's financial position and results of operation.

 

iii) Valuation of share-based compensation, convertible note derivative and warrant derivative

 

The Corporation uses the Black-Scholes Option Pricing Model or other valuation models for valuation of share-based compensation, Convertible Note Derivative and warrant derivative. Option pricing models require the input of subjective assumptions including expected share price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Corporation's net loss and equity reserves.

 

q. Standards Issued but not yet Effective

 

i) Leases

 

IFRS 16 - In January 2016, the IASB issued IFRS 16 – Leases ("IFRS 16") which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019.

 

The Corporation went through the process of reviewing contracts and identifying those that might be relevant under the new standard. Specific leases identified for further review included office leases and an equipment/service contract for printers at the US subsidiaries. Upon further review it was determined that the related contracts were either considered to be ‘short-term’ leases or included ‘low value assets’ under the new standard. Based on the assessment of the standard, the Corporation does not expect the standard to have a material impact on the financial statements.

 

15

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

4.            Buildings and Equipment

 

At December 31, 2018 and December 31, 2017, the Corporation’s buildings and equipment were as follows:

 

    Buildings     Equipment and
Vehicles
    Total  
Cost                        
Balance, December 31, 2016   $ 2,477,480     $ 4,577,456     $ 7,054,936  
Additions     -       120,134       120,134  
Balance, December 31, 2017   $ 2,477,480     $ 4,697,590     $ 7,175,070  
Additions     -       120,960       120,960  
Balance, December 31, 2018   $ 2,477,480     $ 4,818,551     $ 7,296,031  
                         
Accumulated Depreciation                        
Balance, December 31, 2016   $ 2,112,694     $ 3,879,638     $ 5,992,334  
Depreciation charge for the year     224,320       415,411       639,731  
Balance, December 31, 2017   $ 2,337,014     $ 4,295,051     $ 6,632,065  
Depreciation charge for the year     66,690       200,395       267,085  
Balance, December 31, 2018   $ 2,403,704     $ 4,495,446     $ 6,899,150  
                         
Carrying Value                        
Balance, December 31, 2017   $ 140,466     $ 402,540     $ 543,005  
Balance, December 31, 2018   $ 73,776     $ 323,105     $ 396,881  

 

Depreciation expense for the years ended December 31, 2018 and December 31, 2017 was $267,085 and $639,731, respectively.

 

5.            Exploration and Evaluation Assets

 

At December 31, 2018 and December 31, 2017, the Corporation’s exploration and evaluation assets at the Stibnite Gold Project were as follows:

 

    December 31,           December 31,  
    2017     Additions     2018  
Acquisition Costs                        
Interest on notes payable   $ 116,546     $ -     $ 116,546  
Mineral claims     83,262,757       275,290       83,538,047  
Royalty interest     1,026,750       -       1,026,750  
Sale of royalty interest     (13,548,460 )     -       (13,548,460 )
Balance   $ 70,857,593     $ 275,290     $ 71,132,883  

 

    December 31,           December 31,  
    2016     Additions     2017  
Acquisition Costs                        
Interest on notes payable   $ 116,546     $ -     $ 116,546  
Mineral claims     82,887,467       375,290       83,262,757  
Royalty interest     1,026,750       -       1,026,750  
Sale of royalty interest     (13,548,460 )     -       (13,548,460 )
Balance   $ 70,482,303     $ 375,290     $ 70,857,593  

 

16

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

5.            Exploration and Evaluation Assets (continued)

 

Summary

 

The Corporation acquired title to the Stibnite Gold Project through several transactions. All title is held at 100% through patented and unpatented mineral and mill site claims, except the Cinnabar claims which are held under an option to purchase agreement, and all of the Stibnite Gold Project is subject to a 1.7% net smelter returns royalty.

 

The Cinnabar claims are subject to an option agreement amendment dated December 1, 2016, which states that from and after the date of the amended agreement and any time during the term of the amended agreement, the Corporation has the option to own 100% of the Cinnabar claim group at no further cost. The amended agreement also states that if the Corporation elects not to exercise the option of ownership, the option will remain in good standing with payments $40,000 per year for five years paid on each December 1 beginning in 2017. At the end of the five years, rather than elect to take ownership of the Cinnabar claim group the Corporation has the option to extend the agreement for an additional 15 years, with annual payments each year on December 1st as follows: 2022 – 2026: $25,000; 2027 – 2031: $30,000; and 2032 – 2036: $35,000. As at December 31, 2018, $830,000 had been paid to date on the amended option agreement and original option agreement, dated May 3, 2011, which gives the Corporation the option to acquire the property at no further cost. At completion of the amended option agreement, the Corporation will have paid $950,000 in total related to the claims.

 

Title

 

Although the Corporation has taken steps to verify title to the properties in which it has an interest and, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Corporation’s title. Property title may be subject to unregistered prior agreements and noncompliance with regulatory requirements.

 

6.            Warrant Derivative

 

In May 2013, the Corporation issued to Franco Nevada Corporation (“Franco”) 2,000,000 share purchase warrants (“Franco Warrants”). The Franco Warrants are exercisable into 2,000,000 common shares of the Corporation at C$1.23 per warrant. The Franco Warrants contain a mandatory conversion feature which requires Franco to exercise 100% of the outstanding warrants if, at any time, the volume weighted average trading price of Midas Gold’s common shares is equal to or greater than C$3.23 for a period of 30 consecutive trading days. The Franco Warrants expire on May 9, 2023.

 

The exercise price of the Franco Warrants is denominated in Canadian dollars; however, the functional currency of the Corporation is the US Dollar. As a result of this difference in currencies, the proceeds that will be received by the Corporation are not fixed and will vary based on foreign exchange rates and the warrants are a derivative and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as a non-cash gain or loss in the consolidated statement of net loss and comprehensive loss. Upon exercise, the holders will pay the Corporation the respective exercise price for each warrant exercised in exchange for one common share of Midas Gold and the fair value at the date of exercise and the associated non-cash liability will be reclassified to share capital.  The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain in the consolidated statement of net loss and comprehensive loss. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants.

 

17

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

6.            Warrant Derivative (continued)

 

A reconciliation of the change in fair values of the derivative is below:

 

    Fair Value of Warrant Derivative  
Balance, December 31, 2016   $ 1,855,065  
             Fair value of warrants exercised     (763,014 )
             Change in fair value of warrant derivative     (839,455 )
Balance, December 31, 2017   $ 252,595  
             Change in fair value of warrant derivative     202,224  
Balance, December 31, 2018   $ 454,819  

 

The fair value of the warrants was calculated using a Black-Scholes valuation model. The weighted average assumptions used in the Black-Scholes valuation model are:

 

    December 31,
2018
    December 31,
2017
 
Fair value of related warrants outstanding   $ 0.23     $0.13  
Risk-free interest rate   1.9%   1.9%
Expected term (in years)   2.4     3.4  
Expected share price volatility   65%   65%

 

7.            Convertible Notes

 

On March 17, 2016, the Corporation issued unsecured convertible notes (the “Convertible Notes”) for gross proceeds of $38.5 (C$50.0) million. The Convertible Notes bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity and have a maturity date of March 17, 2023. On the maturity date, the outstanding principal amount of the Convertible Notes is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation at a price of C$0.3541 per share. If there is an equity financing completed at 95% of C$0.3541, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice when the Corporation’s common shares reach a price of C$0.7082 or higher. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

During March 2018, the second annual interest payment was made to note holders in cash, in the amount of $19,276.

 

The Convertible Notes are deemed to contain an embedded derivative (“Convertible Note Derivative”) relating to the conversion option. The Convertible Note Derivative was valued upon initial recognition at fair value using partial differential equation methods at $19.8 million (Note 8). At inception, the gross proceeds of the Convertible Notes were reduced by the estimated fair value of the Convertible Note Derivative ($19.8 million) and the transaction costs of related to the Convertible Notes ($0.4 million) resulting in a balance of $18.3 million. The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method. The expected value of the Convertible Notes at maturity is $36.6 million (C$49.9 million) based on the exchange rate at December 31, 2018 (2017 - $39.8 million (C$49,9 million).

 

18

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

7.            Convertible Notes (continued)

 

The components of the Convertible Notes are summarized as follows:

 

    Convertible Notes  
Balance, December 31, 2016   $ 19,343,758  
Accretion and interest expense     2,232,310  
Interest payments     (18,512 )
Conversions into common shares     (42,765 )
Foreign exchange adjustments     1,430,076  
Balance, December 31, 2017   $ 22,944,867  
Accretion and interest expense     2,475,660  
Interest payments     (19,276 )
Foreign exchange adjustments     (1,967,588 )
Balance, December 31, 2018   $ 23,433,664  

 

8.            Convertible Note Derivative

 

The Convertible Note Derivative related to the Convertible Notes (Note 7) was valued upon initial recognition at fair value of $19.8 million using partial differential equation methods and is subsequently re-measured at fair value at each period end through the consolidated statement of net loss and comprehensive loss. The components of the Convertible Note Derivative are summarized as follows:

 

   

Convertible Note Derivative

 
Balance, December 31, 2016   $ 49,037,836  
Fair value adjustment     (21,799,942 )
Conversions     (95,658 )
Foreign exchange adjustments     2,675,655  
Balance, December 31, 2017   $ 29,817,891  
Fair value adjustment     22,783,374  
Foreign exchange adjustments     (4,121,468 )
Balance, December 31, 2018   $ 48,479,797  

 

Upon conversion of the Convertible Notes, the fair value of the Convertible Note Derivative and the carrying value of the Convertible Notes will be reclassified to share capital.  There are no circumstances in which the Corporation would be required to pay any cash upon conversion of the Convertible Notes.

 

The fair value of the Convertible Note Derivative was calculated using partial differential equation methods. The assumptions used in the valuation model include the following, with a change in share price having the most significant impact on the valuation:

 

    December 31,
2018
    December 31,
2017
 
Risk-free interest rate     1.9%     1.9%
Expected term (in years)     4.2       5.2  
Share Price     C$0.96       C$0.59  
Credit Spread     10%     10%
Implied discount on share price     37% - 26%       37% - 26%  
Expected share price volatility     56%     57%

 

19

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

9.            Share Capital

 

a. Authorized

 

Unlimited number of common shares without par value.

Unlimited number of first preferred shares without par value.

Unlimited number of second preferred shares without par value.

 

b. Common Shares Issued

 

In May 2018, the Corporation issued 46,551,731 shares at a price of C$1.06 per common share, for gross proceeds of $38.1 million (C$49.3 million) with transaction costs of $0.5 million (C$0.7 million). The net proceeds of the issuance were $37.5 million (C$48.6 million).

 

c. Share purchase options

 

Under the terms of the Corporation's Stock Option Plan, the maximum number of shares reserved for issuance under the Plan is 10% of the issued shares on a rolling basis. Options may be exercisable over periods as determined by the Board of Directors of the Corporation and the exercise price shall not be less than the five-day weighted-average share price on the day preceding the award date, subject to regulatory approval. All stock options granted are subject to vesting, with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant.

 

A summary of share purchase option activity within the Corporation’s share-based compensation plan for the years ended December 31, 2018 and 2017 is as follows:

 

   

 

Number of
Options

    Weighted Average
Exercise Price (C$)
 
Balance, December 31, 2016     11,299,000     $ 0.85  
Options granted     4,512,500       0.88  
Options expired     (1,442,250 )     2.72  
Options exercised     (438,500 )     0.41  
Balance, December 31, 2017     13,930,750     $ 0.68  
Options granted     5,220,000       0.72  
Options expired / terminated     (655,000 )     0.82  
Options exercised     (1,811,675 )     0.56  
Balance, December 31, 2018     16,684,075     $ 0.70  

 

The Corporation’s Stock Option Plan includes a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefit which would have been received had the options been exercised. During the year, 645,000 options were terminated under the SAR clause and 93,019 shares were issued in lieu of a cash benefit. The total number of shares issued during the year through the exercise of options and under the SAR clause was 1,904,694. During the year 10,000 options expired.

 

During 2019, 596,000 stock options with exercise prices ranging from C$0.72 to C$0.95 will expire unless exercised prior to their expiry dates.

 

20

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

9.            Share Capital (continued)

 

The number of outstanding options represents 7.1% of the issued and outstanding shares at December 31, 2018. During the year ended December 31, 2018, the Corporation’s total share-based compensation was $1,305,433 (2017 - $1,609,354).

 

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model, using the following weighted average assumptions:

 

    2018     2017  
Fair value of options granted   $0.39     $0.51  
Risk-free interest rate   2.1%   1.2%
Expected term (in years)   5.0     5.0  
Expected share price volatility   64%   66%
Expected dividend yield   -     -  
Expected forfeiture   5%   5%

 

An analysis of outstanding share purchase options as at December 31, 2018 is as follows:

 

       Options Outstanding        

 

Options Exercisable

 
Range of
Exercise
Prices (C$)
    Number       Weighted
Average
Exercise
Price (C$)
      Weighted
Average
Remaining
Contractual
Life (Years)
 
      Number       Weighted
Average
Exercise
Price (C$)
      Weighted
Average
Remaining
Contractual
Life (Years)
 
$0.31 - $0.46     3,607,250     $ 0.39       1.5       3,199,188     $ 0.40       1.4  
$0.59 - $0.72     5,528,375     $ 0.63       3.1       2,605,156     $ 0.65       2.4  
$0.82 - $0.89     5,510,450     $ 0.89       3.2       2,818,975     $ 0.88       3.0  
$0.91 - $0.98     2,038,000     $ 0.94       4.2       228,000     $ 0.96       3.9  
$0.31 - $0.98     16,684,075     $ 0.70       2.9       8,851,319     $ 0.64       2.3  

 

d. Warrants

 

There was a total of 2,000,000 warrants outstanding as of both December 31, 2017 and December 31, 2018.

 

10.          Exploration and Evaluation Expenditures

 

The Corporation’s exploration and evaluation expenditures at the Stibnite Gold Project for the year ended December 31, 2018 and 2017 were as follows:

 

21

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

10.        Exploration and Evaluation Expenditures (continued)

 

    Year Ended  
    December 
31, 2018
    December 
31, 2017
 
Exploration and Evaluation Expenditures Consulting and labor cost     5,537,589       4,580,860  
Drilling     458,763       1,677,386  
Field office and drilling support     3,034,230       2,285,924  
Engineering     4,793,314       3,867,800  
Permitting     8,738,492       5,145,511  
Environmental and reclamation     1,757,279       3,000,804  
Legal and sustainability     752,556       420,069  
Exploration and Evaluation Expense   $ 25,072,224     $ 20,978,354  

 

11.        Finance Costs

 

The Corporation’s finance costs for the year ended December 31, 2018 and 2017 were as follows:

 

    December 
31, 2018
    December 
31, 2017
 
Finance costs                
Accretion     2,456,337       2,213,008  
Interest expense     19,323       19,302  
    $ 2,475,660     $ 2,232,310  

 

12.        Risk Management and Financial Instruments

 

The Corporation's objectives are to safeguard the Corporation's ability to continue as a going concern in order to support the Corporation's normal operating requirements, continue the exploration, evaluation and, if warranted, development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

IFRS 9 sets out requirements for recognizing and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard became effective January 1, 2018 and replaces IAS 39 Financial Instruments: Recognition and Measurement. The Company has adopted IFRS 9 retrospectively in accordance with the standard; changes in accounting policies resulting from the adoption of IFRS 9 did not have a material impact on the Company’s consolidated financial statements.

 

IFRS 9 largely retains the existing requirements of IAS 39 for the classification and measurement of financial liabilities, however, it eliminates the previous IAS 39 categories for financial assets held to maturity, loans and receivables and available for sale. Under IFRS 9, on initial recognition a financial asset is classified as measured at:

 

· Amortized cost;

 

· Fair Value through Other Comprehensive Income (“FVOCI”) – debt investment;

 

· FVOCI – equity investment; or

 

· Fair Value through Profit or Loss (“FVTPL”)

 

22

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

12.          Risk Management and Financial Instruments (continued)

 

The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. For financial assets measured at amortized cost, these assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

 

The Corporation’s financial instruments consist of cash and cash equivalents, trade and other receivables, trade and other payables, Convertible Notes, Convertible Note Derivative and warrant derivative. Cash and cash equivalents and trade and other receivables previously designated as loans and receivables under IAS 39 are now classified as amortized cost under IFRS 9. The trade and other payables and convertible note are designated as other financial liabilities, which are measured at amortized cost. The Convertible Note Derivative and warrant derivatives are designated at fair value through profit or loss. The cash and cash equivalents, trade and other receivables, trade and other payables approximate their fair value due to their short-term nature.

 

The Corporation classified the fair value of the financial instruments according to the following fair value hierarchy based on the amount of observable inputs used to value the instruments:

 

The three levels of the fair value hierarchy are:

 

  Level 1 –  Values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

 

  Level 2 –  Values based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

 

  Level 3 –  Values based on prices or valuation techniques that are not based on observable market data.

 

At December 31, 2018 and December 31, 2017, the levels in the Fair Value hierarchy into which the Corporation’s financial assets and liabilities are measured and recognized on the balance sheet at fair value are categorized as follows:

 

               

December 31,

2018

 
    Level 1     Level 2     Level 3  
Convertible Note Derivative (Note 8)   $ -     $ -     $ 48,479,797  
Warrant Derivative (Note 6)     -       -       454,819  
    $ -     $ -     $ 49,865,324  

 

               

December 31,

2017

    Level 1     Level 2     Level 3  
Convertible Note Derivative (Note 8)   $ -     $ -     $ 29,817,891  
Warrant Derivative (Note 6)     -       -       252,595  
    $ -     $ -     $ 30,070,486  

 

Risk management is the responsibility of the Corporation’s management team, with oversight by the Board of Directors. The Corporation’s financial instrument risk exposures are summarized below:

 

23

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

12.           Risk Management and Financial Instruments (continued)

 

a) Credit Risk

 

The Corporation has no significant credit risk arising from operations. The Corporation’s credit risk is primarily attributable to cash and cash equivalents and trade and other receivables.  The Corporation holds its cash with Canadian chartered banks and the risk of default is considered to be remote. The Corporation has minimal accounts receivable exposure, and its refundable credits are due from the Canadian government.

 

b) Liquidity Risk

 

Liquidity risk is the risk that the Corporation will be unable to meet its financial obligations as they fall due.  The Corporation’s approach to managing liquidity risk is to ensure it will have sufficient liquidity to meet liabilities when due.  The Corporation’s trade and other payables are generally due within 30 days. As at December 31, 2018, all trade and other payables were due within 30 days.

 

c) Foreign Currency Risk

 

The Corporation’s functional and reporting currency is the USD and major purchases are transacted in USD.  The Corporation is exposed to the risk of changes in USD relative to the Canadian Dollar as a portion of the Corporation’s financial assets and liabilities are denominated in Canadian dollars. The Corporation monitors this exposure but has no contractual hedge positions. Financial assets and liabilities denominated in Canadian dollars are as follows, stated in USD:

 

    2018     2017  
Cash and cash equivalents   $ 1,545,020     $ 2,835,984  
Prepaids, trade and other receivables     251,068       126,290  
Trade and other payables     (212,144 )     (436,135 )
Warrant derivative     (454,819 )     (252,595 )
Convertible notes     (23,433,664 )     (22,944,867 )
Convertible note derivative     (48,479,797 )     (29,817,891 )
    $ (70,784,336 )   $ (50,489,214 )

 

A five percent change in the US dollar exchange rate to the Canadian dollar would impact the Corporation’s earnings by $4,828,200 (2017 - $3,166,936).

 

During the year, the Corporation maintained a portion of its cash balance in Canadian Dollars. There is a risk that the Corporation’s cash balance be reduced on a fluctuation in the relevant exchange rate. The Corporation has a policy that all board approved expenditures be held in the currency they expect to be made in. Cash held in excess of board approved expenditures has been and will be actively managed by the Corporation’s management with consideration to the expected currency needs of the Corporation based on approved expenditures.

 

24

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

13.          Segmented Information

 

The Corporation operates in one segment, being the exploration, evaluation and potential development of the Stibnite Gold Project. Details on a geographic basis are as follows:

 

    2018     2017  
Assets by geographic segment, at cost                
Canada                
Current assets   $ 29,852,503     $ 18,728,778  
Non-current assets     20,878       37,184  
      29,873,381       18,765,962  
United States                
Current assets     568,264       511,785  
Non-current assets     71,508,885       71,363,415  
      72,077,149       71,875,200  
    $ 101,950,530     $ 90,641,162  

 

14.         Compensation of Key Management Personnel

 

During the year ended December 31, 2018, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    December 31, 2018     December 31, 2017  
Salaries and benefits   $ 789,608     $ 1,037,344  
Share based compensation     395,170       649,386  
    $ 1,184,778     $ 1,686,370  

 

During Q1 2018, the Chief Operating Officer retired from his role and therefore is no longer considered key management, however, he continues to serve the company in other capacities. No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the years ended December 31, 2018 and 2017.

 

15.          Income taxes

 

a. Income Tax Expense

 

The provision for income taxes reported differs from the amount computed by applying the applicable income tax rates to the loss before the tax provision due to the following:

 

    2018     2017  
Net loss   $ (47,287,985 )   $ (8,292,263 )
Statutory tax rate     26.49 %     39.53 %
Recovery of income taxes computed at statutory rates   $ (12,525,792 )   $ (3,277,922 )
Tax losses not recognized in the period that the benefit arose     12,234,605       2,399,368  
Share based compensation and other permanent differences     291,187       878,553  
Income tax recovery   $ -     $ -  

 

b. The significant components of the Corporation’s deferred tax assets and liabilities are as follows:

 

25

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

15.            Income taxes (continued)

 

    2018     2017  
Net operating loss carry-forward   $ 25,542,951     $ 21,613,901  
Buildings and equipment     549,375       588,855  
Exploration and evaluation assets     27,873,404       25,399,247  
Convertible Note     8,891,890       3,975,053  
Total   $ 62,857,620     $ 51,577,056  

 

c. Deferred tax assets have not been recognized in respect of the following items:

 

    2018     2017  
Net operating loss carry-forward   $ 31,477,964     $ 26,950,728  
Buildings and equipment     549,375       588,855  
Exploration and evaluation assets     27,873,404       25,399,247  
Convertible note     8,891,890       3,975,053  
Other future deductions     439,389       309,623  
    $ 69,232,023     $ 57,223,506  

 

As at December 31, 2018, the Corporation had deductible temporary differences for which deferred tax assets have not been recognized because it is not probable that future profit will be available against which the Corporation can utilize the benefits.

 

As of December 31, 2018, the Corporation has US loss carry forwards of approximately $97,731,000 (2017 - $82,293,000) of which $97,711,000 (2017 - $82,294,000) have not been recognized. The Corporation also has Canadian loss carry forwards of approximately $21,982,000 (2017 - $20,526,000) available to reduce future years’ income for tax purposes. The Corporation also has tax pools related to Buildings and Equipment and Exploration and Evaluation assets of approximately $2,499,000 (2017 - $2,765,000) and $93,796,000 (2017 - $82,700,000), respectively. The Corporation recognizes the benefit of tax losses only to the extent of anticipated future taxable income in relevant jurisdictions. The tax loss carry forwards expire as follows:

 

Expiry of Tax Losses:   US     Canada  
December 31, 2029   $ 342,000     $ -  
December 31, 2030     983,000       -  
December 31, 2031     9,993,000       1,881,000  
December 31, 2032     16,346,000       3,662,000  
December 31, 2033     749,000       3,787,000  
December 31, 2034     13,661,000       3,539,000  
December 31, 2035     12,517,000       3,301,000  
December 31, 2036     13,114,000       2,457,000  
December 31, 2037     14,588,000       1,889,000  
December 31, 2038     -       1,465,982  
Indefinite carryover (Tax years beginning Jan. 1, 2018)     15,437,000       -  
    $ 97,730,000     $ 21,981,982  

 

The Corporation also has other future deductions available in the US and Canada of approximately $228,000 (2017 - $154,000) and $949,000 (2017 - $758,000), respectively for which the benefit has not been recognized.

 

d. Unrecognized deferred tax liabilities:

 

26

 

 

Midas Gold Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2017

(expressed in US dollars)

 

15.          Income taxes (continued)

 

At December 31, 2018, there are no material taxable temporary differences associated with investments in subsidiaries.

 

16.          Commitments

 

a. Office Rent

 

The Corporation entered into various lease agreements for office space. The total rent obligation over the next five years is $160,467 with all due within one year.

 

b. Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $235,000 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the mining claims as at December 31, 2018 is a $168,000 bond related to the Corporation’s exploration activities.

 

17.          Subsequent Events

 

Subsequent to December 31, 2018, the Corporation granted 4,115,000 stock options with a weighted average exercise price of C$0.97 that will expire in five years from the date of grant.

 

27

 

 

Exhibit 99.10

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

INTRODUCTION

 

The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial condition and results of operations of Midas Gold Corp. (“Midas Gold” or the “Corporation”) for the year ended December 31, 2018 compared to the year ended December 31, 2017. This MD&A should be read in conjunction with Midas Gold’s consolidated financial statements for the year ended December 31, 2018 prepared in accordance with International Financial Reporting Standards (“IFRS”). Additional corporate information, including Midas Gold’s most recent Annual Information Form (“AIF”) and other continuous disclosure documents can be accessed through the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com and the Corporation’s website at www.midasgoldcorp.com.

 

To the extent applicable, updated information contained in this MD&A supersedes older information contained in previously filed continuous disclosure documents. Information contained on the Corporation’s website that is not incorporated by reference does not form part of this MD&A. This MD&A contains forward-looking statements that are based on certain estimates and assumptions and involve risks and uncertainties. Actual results may vary materially from management’s expectations. See the “Forward-Looking Statements” and “Risks and Uncertainties” sections in this MD&A for further information. All “$” dollars in this MD&A are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

The information in this MD&A is provided as at February 21, 2019.

 

OVERVIEW

 

Midas Gold was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire and develop mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho (the “District”). The Corporation’s common shares trade on the Toronto Stock Exchange (“TSX”) and OTCQX Marketplace in the US. The corporate office of Midas Gold is located at 890-999 West Hastings St, Vancouver, BC, V6C 2W2, Canada.

 

HIGHLIGHTS

 

In February 2018, the Corporation reported on updated mineral resources and continuing progress in its feasibility-level metallurgical test program for the Project. This test program was completed in the second quarter of 2018.

 

On February 22, 2018, the Corporation reported that Idaho’s House of Representatives and Senate passed a joint memorial asking the President of the United States, Idaho’s congressional delegation, the Administrator of the Environmental Protection Agency, the Secretary of the Interior and the Secretary of Agriculture to take the steps necessary to approve the Project in a timely and cost-effective manner. The joint memorial was passed with overwhelming support.

 

On March 21, 2018, the Corporation reported that it had appointed Javier Schiffrin, Senior Vice President, Paulson & Co. Inc., to its board of directors following the resignation of Victor Flores. Mr. Schiffrin was nominated by Paulson & Co. under the investor rights agreement entered into with Midas Gold in relation to the March 2016 financing that was backstopped by Paulson & Co. Mr. Flores had been appointed to the board in 2016 as one of Paulson & Co.’s two nominees under that agreement.

 

Midas Gold Corp. | Management’s Discussion & Analysis 1

 

 

 

On May 9, 2018, the Corporation announced that it had entered into an agreement with Barrick Gold Corporation (NYSE:ABX / TSX:ABX) (“Barrick”) whereby Barrick would purchase 46,551,731 common shares of Midas Gold in a non-brokered private placement (the “Placement”) at a price of C$1.06 per share for gross proceeds of US$38,065,907. The Placement resulted in Barrick owning 19.9% of the issued and outstanding shares in Midas Gold on a post-transaction basis, and 12.4% assuming conversion of the Notes. The transaction closed on May 16, 2018.

 

Also during May 2018, the Corporation announced that it had increased the size of its board of directors from seven to eight and appointed Mark Hill, Chief Investment Officer with Barrick to fill the additional position. The increase in board size was in accordance with the terms of the investor rights agreement entered into with Barrick in conjunction with the strategic investment by Barrick in Midas Gold that was completed on May 16, 2018.

 

On August 9, 2018, the Corporation announced that it had appointed Brad Doores to its Board of Directors, replacing Michael Bogert, who stepped down from the Board at the same time in a planned transition to working more closely with the Company on permitting-related matters. On August 30, 2018, it was announced that Michael Bogert had been appointed General Counsel for Midas Gold Idaho, Inc., Midas Gold’s wholly owned subsidiary leading the regulatory process for the Project.

 

On October 10, 2018, the Corporation announced that the Nez Perce Tribal Executive Committee had adopted a resolution formally opposing the Company’s proposed Stibnite Gold Project. The Nez Perce Tribe is one of the three tribes being consulted by the USFS under the National Environmental Policy Act review process. Midas Gold has and will continue to reach out to the Nez Perce Tribe and hopes to address their concerns.

 

On December 4, 2018, the Corporation announced that it, Midas Gold Idaho, Inc. and seven of the communities closest to the Stibnite Gold Project site officially established a community agreement. Through the creation of the Stibnite Advisory Council, the agreement establishes a collaborative environment for the companies and local communities to work together throughout the life of the project and provides a venue for cities and counties to address concerns and opportunities directly with Midas Gold. It also creates the Stibnite Foundation to support community projects.

 

There were several updates to the permitting schedule during the year and again subsequent to year end. On July 3, 2018, the Corporation announced that the U.S. Forest Service (“USFS”) had provided its quarterly update to the anticipated permitting schedule for Midas Gold’s Stibnite Gold Project (“Project”). The USFS, in cooperation with the six other federal, state and local agencies responsible for the permitting schedule, anticipated issuing a draft Environmental Impact Statement (“EIS”) for public comment in February 2019, with a Final EIS and Draft Record of Decision (“ROD”) by October 2019. This would have allowed for an approved Final ROD in March 2020. On October 1, 2018, the Corporation announced that the USFS had provided its subsequent quarterly update to the anticipated permitting schedule for the Project which anticipated issuing a draft EIS for public comment in May 2019, with a Final EIS and Draft ROD in February 2020, followed by an approved Final ROD in May 2020.

 

Subsequent events

 

Subsequent to year end, on January 29, 2019, the Corporation announced that it has been advised that the USFS anticipates issuing a draft EIS for public comment in Q3 2019, with a Final EIS and Draft ROD in Q2 2020 and a Final ROD in Q3 2020. This updated schedule accommodates the review and analysis of a considerable amount of additional information requested by the agencies and provided by Midas Gold during the quarter, and the integration of consultations required by other agencies to meet their regulatory obligations. The USFS will continue to issue quarterly updates to the anticipated schedule as the process advances. At that time, Midas Gold reported that this schedule has been impacted by the partial shutdown of the US Government and could be further affected by future shutdowns of the US Government.

 

Subsequent to year end, on January 31, 2019, the Corporation announced that it has appointed Jaimie Donovan to its Board of Directors, replacing Mark Hill, who resigned as Barrick’s representative from the Company’s Board.

 

FORWARD-LOOKING STATEMENTS

 

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”).

 

Midas Gold Corp. | Management’s Discussion & Analysis 2

 

 

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects", “estimates”, “intends”, “anticipates”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

 

With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; 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 Corporation's expectations; that the current exploration, development, environmental other objectives concerning the Project can be achieved and that the Corporation's other corporate activities will proceed as expected; that the current price and demand for gold and other metals 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 Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by such forward-looking information. In addition to those discussed in the Corporation's public disclosure record, such risks and other factors include, among others, the risks and uncertainties set out under the heading “Risks and Uncertainties” in this MD&A.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such forward- looking information.

 

2019 OUTLOOK AND GOALS

 

During 2019, Midas Gold’s objectives are to continue to advance the permitting process for the Project under NEPA and, in parallel, to advance the technical work and studies needed to support the completion of a feasibility study for the Project. In conjunction with the foregoing, Midas Gold will continue to engage and consult with regulators, communities, tribes and other stakeholders in respect of the concepts for the Project set out in the PRO in order to ensure that plans for the restoration and redevelopment of the Project addresses concerns and issues to the extent environmentally, technically and commercially feasible.

 

The Corporation continues to balance the timing and prioritization of expenditures with the intention of delivering the Corporation’s major objectives in a timely and cost-effective manner.

 

Midas Gold Corp. | Management’s Discussion & Analysis 3

 

 

 

SELECTED ANNUAL INFORMATION

 

The following is a summary of certain selected consolidated financial information of the Corporation for the years ended December 31, 2018, 2017 and 2016:

 

Year Ended

(All amounts in $)

  Revenue     Net Loss and Comprehensive Loss     Basic & Diluted Loss per Share     Total Assets     Long Term Liabilities     Cash Dividend  
December 31, 2018     -       (47,287,985 )     (0.22 )     101,950,530       71,913,460       -  
December 31, 2017     -       (8,292,263 )     (0.05 )     90,641,162       52,762,758       -  
December 31, 2016             -       (46,163,054 )     (0.27 )     109,030,690       68,381,594                 -  

 

RESULTS OF OPERATIONS

 

Net Loss and Comprehensive Loss

 

    Three Months Ended     Year Ended  
    December 31, 2018     December 31, 2017    

December

31, 2018

    December 31, 2017  
EXPENSES                        
Consulting   $ 2,912     $ 887     $ 44,001     $ 24,886  
Corporate salaries and benefits     276,310       370,504       649,053       854,368  
Depreciation     54,467       75,224       267,085       639,731  
Directors’ fees     29,321       24,640       124,719       107,720  
Exploration and evaluation     6,744,648       7,333,818       25,072,224       20,978,354  
Office and administrative     45,200       37,536       177,495       164,066  
Professional fees     113,785       157,073       187,256       275,736  
Share based compensation     265,769       266,102       1,305,433       1,609,354  
Shareholder and regulatory     82,159       70,760       341,851       385,020  
Travel and related costs     53,845       42,267       241,063       163,868  
OPERATING LOSS   $ 7,668,416     $ 8,378,811     $ 28,410,180     $ 25,203,102  
                                 
OTHER (INCOME) EXPENSES                                
Change in fair value of warrant
derivative
  $ 11,208     $ (71,351 )   $ 202,224     $ (839,455 )
Change in fair value of Convertible Note derivative     1,634,705       (4,554,699 )     22,783,374       (21,799,942 )
Finance Costs     631,151       590,968       2,475,660       2,232,310  
Foreign exchange (gain) loss     (3,740,906 )     (274,252 )     (5,946,729 )     3,789,794  
Interest income     (208,902 )     (56,971 )     (636,724 )     (293,546 )
   Total other expenses   $ (1,672,744 )   $ (4,366,305 )   $ 18,877,805     $ (16,910,839 )
                                 
NET LOSS AND COMPREHENSIVE LOSS   $ 5,995,672     $ 4,012,506     $ 47,287,985     $ 8,292,263  

 

Net loss and comprehensive loss for Midas Gold for the three-month period ending December 31, 2018 was $6.0 million compared with a loss of $4.0 million for the corresponding period of 2017. This $2.0 million change for the three months was primarily attributable to a $6.2 million increase in non-cash losses related to the change in the fair value of the embedded derivative (“Convertible Note Derivative”) on the convertible notes (“Convertible Notes”), offset by an increase of $3.5 million in foreign exchange gains, a $0.6 million decrease in exploration and evaluation expenses and a $0.1 million decrease in corporate salaries and benefits. Net loss and comprehensive loss for Midas Gold for the year ended December 31, 2018 was $47.3 million compared with a loss of $8.3 million for the corresponding period of 2017. This $39.0 million increase for the year was primarily attributable to a $44.6 million increase in non-cash losses related to the change in fair value of the Convertible Note Derivative on Convertible Notes, a $4.1 million increase in exploration and evaluation expenses and a $1.0 million increase in non-cash losses related to the change in fair value of the warrant derivative partially offset by a $9.7 million increase in foreign exchange gains. As noted above, the Corporation’s main focus for the year ended December 31, 2018 was the continued evaluation and advancement of the Stibnite Gold Project.

 

Midas Gold Corp. | Management’s Discussion & Analysis 4

 

 

 

An analysis of each line item follows.

 

Consulting

This expense relates to consulting services provided to the Corporation that do not relate to the exploration and evaluation of the Stibnite Gold Project. The expense for the current quarter is comparable to the same period in the prior year. The expense for the current year is higher than the comparable period in 2017 as a result of financial advisory services received during the year related to project funding.

 

Corporate Salaries and Benefits

This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily Canadian corporate employees. Salaries and benefits for the year and quarter ended December 31, 2018 are lower than the prior year due to 2017 short term incentive payments made in Q1 2018 being lower than the amount accrued in Q4 2017, as well as a lower accrual for 2018 short term incentives recorded in Q4 2018 than in Q4 2017.

 

Depreciation

This expense relates to the depreciation of the Corporation’s building and equipment. The expense for the current quarter and year is lower than the comparable periods in the previous year due to building and equipment being fully depreciated.

 

Directors’ Fees

Each of the Corporation’s non-executive, independent directors is entitled to annual base fees paid in quarterly installments, with the Chair of the Board, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. These fees were increased during Q1 2018 as a result of a review by the Compensation Committee, and subsequently approved by the Board of Directors, based on fee comparisons with the Corporation’s peer group and an increased workload.

 

Exploration and Evaluation

This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labour, drilling, field office costs, engineering, permitting, environmental and sustainability costs. The Corporation’s primary focus on moving the Project forward to publish both a draft EIS and Feasibility Study (“FS”) in 2019 resulted in a $4.1 million increase in expenditures over the year spread throughout each department with the exception of Drilling and Environment and Reclamation. Additional details of expenditures incurred are as follows:

 

    Three Months Ended     Year Ended  
    December 31, 2018     December 31, 2017     December 31, 2018     December 31, 2017  
Exploration and Evaluation Expenditures                                
Consulting and labor cost     1,629,170       1,440,229       5,537,589       4,580,860  
Drilling     -       336,437       458,763       1,677,386  
Field office and drilling support     846,880       625,278       3,034,230       2,285,924  
Engineering     1,243,593       1,961,836       4,793,314       3,867,800  
Permitting     2,400,615       1,859,495       8,738,492       5,145,511  
Environmental and reclamation     307,134       896,087       1,757,279       3,000,804  
Legal and sustainability     317,256       214,457       752,556       420,069  
EXPLORATION AND EVALUATION EXPENSE   $ 6,744,648     $ 7,333,818     $ 25,072,224     $ 20,978,354  

 

Midas Gold Corp. | Management’s Discussion & Analysis 5

 

 

 

Office and Administrative

This expense for the current quarter is predominantly the maintenance of an office in Vancouver, BC. The costs for the current quarter and year are consistent with the comparative periods in the prior year.

 

Professional Fees

This expense relates to the legal and accounting costs of the Corporation. The costs for the three months and year ended December 31, 2018 are lower than the comparative periods in the prior year due to higher legal fees during Q4 2017 and higher fees during 2017 in relation to the maintenance of Convertible Notes.

 

Share Based Compensation

This expense is due to the compensation of directors, officers, employees and consultants that are share based. Share based compensation for the three months ended December 31, 2018 is consistent with the comparative period in 2017. This expense for the year ended December 31, 2018 is lower than the comparative period in 2017 due to additional options granted during Q1 2017 with a higher fair value than options granted during Q1 2018, primarily due to a higher stock price, and the termination of options during the year under the Stock Appreciation Rights (“SAR”) clause of the Corporation’s Stock Option Plan resulting in an offset to share based compensation. The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model which uses various assumptions that are outlined in the Corporation’s consolidated annual financial statements for the year ended December 31, 2018.

 

Shareholder and Regulatory

This expense is associated with marketing, licenses and fees, and shareholder communications. The expense for the current quarter is comparable to the same quarter in the previous year, while the expense for the year is lower than the prior year due to the OTCQX no longer requiring a Principal American Liaison be retained by the Company.

 

Travel and Related Costs

This expense is a result of travel and meal costs of the Corporation’s directors, officers, employees and consultants whilst undertaking business on behalf of the Corporation. The expense for the current quarter is comparable to the same quarter in the previous year. The expense from the current year is higher than the previous year due to an increase in director travel incurred during the second quarter.

 

Change in Fair Value of Warrant Derivative

The Corporation has issued warrants in various financing transaction since 2013, all with exercise prices denominated in Canadian dollars. The Corporation determined that warrants with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from period to period have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. There are no circumstances under which Midas Gold will be required to pay cash upon exercise or expiry of the warrants (see Note 6 in the Financial Statements).

 

Change in Fair Value of Convertible Note Derivative Liability

The Corporation issued Convertible Notes in March 2016 with an exercise price denominated in Canadian dollars. The Corporation determined that the Convertible Notes with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from inception to balance date have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. The Convertible Note Derivative is valued at fair value in accordance with IFRS. The change in fair value is primarily driven by changes in the Corporation’s share price over the past year and the reduction in the remaining term. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 8 in the Financial Statements).

 

Finance Costs

As a result of the issuance of the Convertible Note Derivative described above, the Corporation incurred costs associated with financing. These costs are primarily made up of accretion and interest expenses and are higher than the comparable periods in the previous year due to the compounding interest on the principal balance of Convertible Notes.

 

Midas Gold Corp. | Management’s Discussion & Analysis 6

 

 

 

Foreign Exchange

The gain for the current quarter year is a result of the translation of the Corporation’s Canadian dollar denominated balances as at December 31, 2018, primarily on the Convertible Note and the Convertible Note Derivative. Foreign exchange gains have increased from the comparative quarter and year due to the change in the value of the Canadian dollar compared to the US dollar.

 

Interest Income

This income results from interest received on the Corporation’s cash balances. Interest income in the current quarter and year is higher than the comparable periods in the prior year due to overall higher average cash balances as a result of the May 2018 financing.

 

Statement of Financial Position

 

An analysis of the December 31, 2018 and December 31, 2017 statements of financial position of the Corporation follows.

 

Total Assets

Total assets increased during the year ended December 31, 2018 from $90.6 million to $102.0 million primarily as a result of cash received in the May 2018 financing offset by cash used in operations to fund the Stibnite Gold Project.

 

Equity

Equity decreased during the year ended December 31, 2018 from $34.4 million to $26.7 million primarily as a result of the current year loss, partially offset by an increase in share capital related to the May 2018 financing.

 

Total Liabilities

Total liabilities increased during the year ended December 31, 2018 from $56.3 million to $75.3 million, primarily as a result of the change in fair value of the Convertible Note Derivative, which increased from $29.8 million at December 31, 2017 to $48.5 million at December 31, 2018. The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 8 in the Financial Statements).

 

Cash Flows

Midas Gold’s net change in cash and cash equivalents for the year ended December 31, 2018 was an inflow of $11.0 million (2017 – $18.3 million outflow). The inflows from financing activities during the year were partially reduced by outflows from operating activities.

 

Operating cash outflows for the year ended December 31, 2018 were $27.3 million (2017 - $20.9 million) and Investing cash outflows for the year ended December 31, 2018 were $0.2 million (2017 – $0.2 million). Financing cash inflows for the year ended December 31, 2018 were $38.2 million (2017 – $$2.6 million)

 

Long term liabilities at December 31, 2018 (above) include a Convertible Note and Convertible Note Derivative balance of $23.4 million and $48.5 million, respectively (2017 - $$22.9 million and $29.8 million, respectively). The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 8 in the Financial Statements).

 

Midas Gold Corp. | Management’s Discussion & Analysis 7

 

 

 

QUARTERLY RESULTS

 

The net loss and comprehensive loss of Midas Gold for the previous eight calendar quarterly periods is tabulated below.

 

      Revenue     Net Loss & Comprehensive Loss       Basic & Diluted Loss per Share       Total Assets       Long Term Liabilities         Cash Dividend      
Quarter Ended     $     $     $     $     $     $  
December 31, 2018                     -       (5,995,672 )     (0.03 )     101,950,530       71,913,460                      -  
September 30, 2018       -       (3,092,514 )     (0.01 )     109,212,038       73,472,963       -  
June 30, 2018       -       (7,871,484 )     (0.04 )     115,434,602       76,695,238       -  
March 31, 2018       -       (30,328,316 )     (0.16 )     83,701,538       76,007,461       -  
December 31, 2017       -       (4,012,506 )     (0.02 )     90,641,162       52,762,758       -  
September 30, 2017       -       (2,948,146 )     (0.02 )     97,010,277       57,075,780       -  
June 30, 2017       -       (655,226 )     (0.00 )     103,230,928       60,255,582       -  
March 31, 2017       -       (676,383 )     (0.00 )     104,662,545       64,708,086       -  

 

The Corporation has had relatively consistent operating losses over the past two years, the most significant variances to the net loss and comprehensive loss is the change in the fair value of the warrant derivative, the Convertible Note Derivative and foreign exchange losses on the Convertible Notes and Convertible Note Derivative. Exploration and evaluation expenditures create variances dependent on the nature of the work that is being completed in each quarter. The long-term liability includes the Convertible Note Derivative, which is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 8 in the Financial Statements).

 

CAPITAL RESOURCES AND LIQUIDITY

 

Capital resources of Midas Gold consist primarily of cash and liquid short-term investments. As at December 31, 2018, Midas Gold had cash and equivalents totaling approximately $29.9 million, approximately $0.5 million in other current assets and $2.9 million in trade and other payables.

 

With its current capital resources, Midas Gold has sufficient funds to continue to advance the Stibnite Gold Project towards completion of a feasibility study and to continue to advance the regulatory process related to permitting for mine development, but additional funding will be required to complete this work. During 2019 and beyond, Midas plans to:

· Continue engaging with Project stakeholders to provide those stakeholders with the opportunity for better understanding of the Project concepts and to provide a forum for such stakeholders to provide further input into the Project, possible options and alternatives;
· Continuing to collect environmental baseline data in support of the ongoing regulatory processes related to permitting for site restoration and redevelopment of the Project;
· Continuing to advance the Project towards completion of a Feasibility Study;
· Continuing to advance the regulatory process for the restoration and redevelopment of the Project, including the repair of legacy impacts and operation of a modern mining and processing facility that would provide a social and economic benefit to the local community and restoration of the Project site.

 

Midas Gold has a current liability of $0.5 million related to the warrant derivative. There are no circumstances under which Midas Gold will be required to pay any cash upon exercise or expiry of the warrants (see Note 5 in the Interim Financial Statements).

 

Midas Gold has long term liabilities of $71.9 million related to the Convertible Notes and the related embedded derivative. The Convertible Note derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash related to the $48.5 million Convertible Note Derivative upon conversion of the Convertible Notes (see Notes 7 and 8 in the Financial Statements).

 

Midas Gold Corp. | Management’s Discussion & Analysis 8

 

 

 

Midas Gold does not anticipate the payment of dividends in the foreseeable future.

 

It is management’s opinion, based on the Corporation’s current capital resources and liquidity and its agreement with Barrick to back stop an additional financing of $10.0 million, that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue to advance the Stibnite Gold Project through 2019, but will require additional funding to continue to finalise permitting of the Project in 2020 and beyond. Since expenditures post 2019 include discretionary items, reprioritization would allow the Corporation to meet its administrative and overhead requirements by deferring certain of these discretionary expenditures.

 

Contractual Obligations

 

Office Rent

The Corporation entered into various lease agreements for office space. The total rent obligation over the next five years is $160,467 with all due within one year.

 

Mining Claim Assessments

The Corporation currently holds mining claims on which it has an annual assessment obligation of $235,000 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $168,000 bond related to the Corporation’s exploration activities.

 

Option Payments on Mining Claims

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at December 31, 2018, the remaining option payments due on the Cinnabar property are $120,000, which will be paid over the next three years. The agreement includes an option to extend up to 20 years.

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Corporation has no off balance sheet arrangements as of December 31, 2018 and the date of this MD&A.

 

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

 

During the year ended December 31, 2018, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    December 31, 2018     December 31, 2017  
Salaries and benefits   $ 789,608     $ 1,037,344  
Share based compensation     395,170       649,386  
    $ 1,184,778     $ 1,686,730  

 

During Q1 2018, the Chief Operating Officer retired from his role and therefore is no longer considered key management, however, he continues to serve the company as a director of Midas Gold Idaho, Inc. No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the years ended December 31, 2018 and 2017.

 

There were no balances outstanding with related parties at December 31, 2018.

 

MINERAL PROPERTIES

 

Stibnite Gold Project

 

The Corporation and its subsidiaries’ property holdings at the Stibnite Gold Project are comprised of a contiguous package of unpatented federal lode claims, unpatented federal mill site claims, patented federal lode claims and patented mill site claims. As of December 31, 2018, this land position encompassed approximately 11,548 hectares held in 1,518 unpatented lode and mill site claims and patented land holdings. The Corporation acquired these rights under the 1872 Mining Law through a combination of transactions and staking and holds a portion under an option agreement. Bureau of Land Management payment in lieu of assessment claim rental fees, filings and the claims are all in good standing. Normal maintenance and upkeep of the Project infrastructure continued during the quarter.

 

Midas Gold Corp. | Management’s Discussion & Analysis 9

 

 

 

Permitting for Development

 

On December 13, 2016, the USFS reported that it had determined that the PRO filed by Midas Gold Idaho, Inc. on September 21, 2016 for the restoration, re-development and operation of the Stibnite Gold Project in Valley County, Idaho met the requirements for a plan of operations under USFS regulations allowing the USFS to commence the formal review of the Project under the National Environmental Policy Act ("NEPA"). The USFS completed public scoping under NEPA during the third quarter of 2017 and the regulatory agencies are presently conducting reviews of the information provided by Midas Gold in its plan of restoration and operations and analyses of alternatives as required under NEPA. The NEPA review is being undertaken in a coordinated process by seven federal, state and local agencies under a joint memorandum of understanding entered into in September 2017.

 

District Exploration

 

No drilling was completed during the quarter. Activities continued with efforts directed at updating geological, alteration and structural modelling of the mineral resources to support engineering design, metallurgical programs and environmental studies for the Feasibility Study and permitting.

 

Environmental and Other Matters Pertaining to the Stibnite Gold Project

 

The Project is located in a historic mining district with extensive and widespread exploration and mining activity, and related environmental effects from the early 1900s until today. Actions by prior operators and government agencies have addressed some of the historic environmental issues, but extensive disturbance and legacy effects remain.

 

For additional disclosure on Environmental and Other Matters refer to the Corporation’s Annual Information Form for the years ended December 31, 2018 and December 31, 2017, the prospectus dated June 30, 2011 and the short form prospectus dated March 8, 2012. The Corporation is, and in the future will continue to be, subject to federal, state and local statutes, rules and regulations related to, among other things, environmental protection, site access and construction activities. The environmental effects, if any, of current and future activities will be monitored and, where appropriate, mitigated, reclaimed and restored by the Corporation.

 

A number of environmental studies and regulatory investigations in the District identified numerous areas of potential environmental degradation related to past mining. In the past, regulatory actions under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”) and state law have been taken by the U.S. Environmental Protection Agency (“EPA”), the USFS and the Idaho Department of Environmental Quality against historic mining operators. All of these regulatory activities and related clean-up programs pre-date any ownership or activity by the Corporation. Prior to its acquisitions in the District, the Corporation conducted appropriate due diligence, comprising formal assessments of the properties comprising the Project, in order to mitigate potential liabilities related to past disturbance and to maintain its status as a bona fide prospective purchaser (“BFPP”) under CERCLA. The Corporation is required to undertake continued due diligence with respect to its operations in the District in order to maintain its BFPP status under CERCLA, and it continues to discharge those obligations.

 

Consent Decrees under CERCLA

 

Several of the patented lode and mill site claims acquired by subsidiaries of Midas Gold in the areas of the West End mill site claims previously used for processing operations are subject to a consent decree, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree provides the regulatory agencies (that were party to the agreement) access and the right to conduct remediation activities under their respective CERCLA and RCRA authorities as necessary and to prevent the release or potential release of hazardous substances. The consent decree also requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties acquired by subsidiaries of Midas Gold are also subject to a consent decree between the previous owner of those claims and the United States, which imposes certain obligations on that previous owner, including that the previous owner will cooperate with the U.S. Environmental Protection Agency and USFS in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

Midas Gold Corp. | Management’s Discussion & Analysis 10

 

 

 

Plans for the Environmental Issues

 

The Corporation expects that the issue of existing environmental concern will be addressed as part of the permitting process for future mining operations. The Corporation recognizes the need to maintain the current designated uses, to improve water quality, enhance wildlife and aquatic habitat where practicable and to reduce sediment loads in the Project area wherever feasible as a component of its ongoing activities, in addition to providing for future mining activities, should they occur.

 

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.

 

Accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of these consolidated financial statements include, among others, the useful lives of buildings and equipment, valuation of assets, valuation of share based compensation, warrant and Convertible Note Derivatives, mineral resource estimates and the recoverable amount of exploration and evaluation expenditures.

 

Accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the accounting for its exploration and evaluation assets, recognition of deferred tax assets or liabilities, functional currency, fair value of the Convertible Note Derivative, expected economic lives of and the estimated future operating results and net cash flows from buildings and equipment and exploration and evaluation assets.

 

FINANCIAL INSTRUMENTS

 

The Corporation’s cash balance increased from $18,915,423 at December 31, 2017 to $29,886,558 at December 31, 2018. There have been no other significant changes in the Corporation’s financial instruments since December 31, 2017, with the exception of the change in fair value of the Convertible Note Derivative, which is discussed in Results of Operations.

 

OUTSTANDING SHARE DATA

 

    February 21, 2019     December 31, 2018  
Common shares issued and outstanding     235,781,773       234,812,690  
Options outstanding     19,093,875       16,684,075  
Warrants outstanding     2,000,000       2,000,000  
Shares issuable on conversion of Convertible Note     140,955,666       140,955,666  
Total     397,831,314       394,452,431  

 

Midas Gold Corp. | Management’s Discussion & Analysis 11

 

 

 

DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OF FINANCIAL REPORTING

 

The Corporation’s management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

DC&P are designed to provide reasonable assurance that material information relating to the Corporation is made known to the CEO and CFO during the reporting period and the information required to be disclosed by the Corporation is recorded, processed, summarized and reported in a timely and appropriate manner. ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with international financial reporting standards. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed and operated, they may not prevent or detect misstatements on a timely basis.

 

The Corporation’s management, under the supervision of the CEO and CFO, has evaluated both the design and operating effectiveness of its DC&P and ICFR and concluded that, as of December 31, 2018, they are effective in providing reasonable assurance regarding required disclosures and the reliability of external financial reporting.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

National Instrument 52-109 also requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No changes were made to the Corporation's ICFR in the three months ended December 31, 2018 which have materially affected, or are reasonably likely to materially affect, ICFR.

 

EXTRACTIVE SECTOR TRANSPARENCY MEASURE ACT – REPORTING

 

In accordance with Canada’s Extractive Sector Transparency Measures Act (the “Act”) that was enacted on December 16, 2014 and brought into force on June 1, 2015, that is intended to contribute to global efforts to increase transparency and deter corruption in the extractive sector.  Midas Gold reports that for the year ended December 31, 2018, it has made payments of fees and taxes, as defined by the Act, of US$657,580 (2017: US$619,168), to government entities of the below.  The Act only requires payments greater than C$100,000 to be reported and the Corporation will follow these requirements, however the below is provided for additional transparency.

 

Quarter   Payee   Details   Amount  
2018 Q1   Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project
  $ 45,550  
    US Forest Service   Reimbursement of salary and operating expenses for the USFS to oversee the EIS process for the Stibnite Gold Project for the first half of the year
  $ 261,766  
2018 Q2   Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project
  $ 45,550  
    Idaho Department of Lands   Application for Permanent Closure Plan Fee   $ 5,000  
                 
    US Forest Service   Reimbursement of salary and operating expenses for the USFS to oversee the EIS process for the Stibnite Gold Project for the second half of the year   $ 173,365  

 

Midas Gold Corp. | Management’s Discussion & Analysis 12

 

 

 

Quarter   Payee   Details   Amount  
2018 Q3   City of Riggins   Donation for stage at city park in Riggins which will be utilized for multiple fundraising events in the community
  $ 10,000  
    Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project
  $ 45,550  
    Idaho Department of Environmental Quality  

Reimbursement of IDEQ technical personnel and 3rd party consultants utilized by IDEQ for review and analysis of the Cyanidation Permit Application

 

  $ 20,000  
    Yellow Pine Water Users, Inc.   Disbursement for signed Community Agreement with the Village of Yellow Pine to be utilized on various projects throughout the community; first of three agreed upon annual payments
  $ 10,000  
2018 Q4   Valley County Tax Collector   Property Taxes   $ 24,799  
                 
    Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 16,000  
                 
    Total       $ 657,580  

 

USE OF PROCEEDS

 

The Corporation completed a financing in May 2018 for net proceeds of $37.5 million. The Corporation intends to use these proceeds to advance the Stibnite Gold Project and for other working capital requirements. The utilization of the funds related to the Stibnite Gold Project are predominately accounted for in Exploration & Evaluation expenses and are described in the Results of Operations section above.

 

RISKS AND UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

Midas Gold Corp. | Management’s Discussion & Analysis 13

 

 

 

Industry Risks

 

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.

The commercial feasibility of the Project and Midas Gold's ability to arrange funding to conduct its planned exploration projects is dependent on, among other things, the price of gold and other potential by-products. Depending on the price to be received for any minerals produced, Midas Gold may determine that it is impractical to commence or continue commercial production. A reduction in the price of gold or other potential by-products may prevent the Project from being economically mined or result in the write-off of assets whose value is impaired as a result of low precious metals prices.

 

Future revenues, if any, are expected to be in large part derived from the future mining and sale of gold and other potential by-products or interests related thereto. The prices of these commodities fluctuate and are affected by numerous factors beyond Midas Gold’s control, including, among others:

· international economic and political conditions,
· central bank purchases and sales;
· expectations of inflation or deflation,
· international currency exchange rates,
· interest rates,
· global or regional consumptive patterns,
· speculative activities,
· levels of supply and demand,
· increased production due to new mine developments,
· decreased production due to mine closures,
· improved mining and production methods,
· availability and costs of metal substitutes,
· metal stock levels maintained by producers and others, and
· inventory carrying costs.

 

The effect of these factors on the price of gold and other potential by-products cannot be accurately predicted. If the price of gold and other potential by-products decreases, the value of Midas Gold’s assets would be materially and adversely affected, thereby materially and adversely impacting the value and price of Midas Gold’s common shares.

 

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

Many industries, including the precious metal mining industry, are impacted by global market conditions. Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, changes in interest rates and tax rates may adversely affect Midas Gold’s growth and profitability potential. Specifically:

· a global credit/liquidity crisis could impact the cost and availability of financing and Midas Gold’s overall liquidity;
· the volatility of gold and other potential by-product prices may impact Midas Gold’s future revenues, profits and cash flow;
· volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and
· the devaluation and volatility of global stock markets impacts the valuation of the Corporation’s equity securities, which may impact its ability to raise funds through the issuance of equity.

 

Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.

Mineral exploration and development in the United States is subject to Federal, State and local regulatory processes and evolving application of environmental and other regulations can and has affected the ability to advance mineral projects as effectively as in prior years. A number of mineral projects in the United States have been subjected to regulatory delays or actions that have impeded the progress of these projects towards production. Such delays can increase the funding requirements of the Company as expenditures continue for a longer period of time.

 

Midas Gold Corp. | Management’s Discussion & Analysis 14

 

 

 

Resource exploration and development is a high risk, speculative business.

Resource exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required to discover new deposits and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Most exploration projects do not result in the discovery of commercially viable deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized by Midas Gold or that mineral deposit identified by Midas Gold will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.

 

Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.

The Project, and any future operations in which Midas Gold has a direct or indirect interest, will be subject to all the hazards and risks normally incidental to resource companies. Fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines. If any of these events were to occur, they could cause injury or loss of life, severe damage to or destruction of property. As a result, Midas Gold could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations. In addition, Midas Gold may have to make expensive repairs and could be subject to legal liability. The occurrence of any of these operating risks and hazards may have an adverse effect on Midas Gold’s financial condition and operations, and correspondingly on the value and price of Midas Gold’s common shares.

 

Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.

There is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There may also be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations.

 

The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.

The calculations of amounts of mineralized material within mineral resources and mineral reserves are estimates only. Actual recoveries of gold and other potential by-products from mineral resources and mineral reserves may be lower than those indicated by test work. Any material change in the quantity of mineralization, grade, tonnage or stripping ratio, or the price of gold and other potential by-products, may affect the economic viability of a mineral property. In addition, there can be no assurance that the recoveries of gold and other potential by-products in small-scale laboratory tests will be duplicated in larger scale pilot plant tests under on-site conditions or during production. Notwithstanding the results of any metallurgical testing or pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing.

 

Mining and metallurgy are an inexact science and, accordingly, there always remains an element of risk that a mine may not prove to be commercially viable. Until a deposit is actually mined and processed, the quantity of mineral reserves, mineral resources and grades must be considered as estimates only. In addition, the determination and valuation of mineral reserves and mineral resources is based on, among other things, assumed metal prices. Market fluctuations and metal prices may render mineral resources and mineral reserves uneconomic. Any material change in quantity of mineral reserves, mineral resources, grade, tonnage, percent extraction of those mineral reserves recoverable by underground mining techniques or stripping ratio for those mineral reserves recoverable by open pit mining techniques may affect the economic viability of a mining project.

 

Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

The mining industry has at times been subjected to conditions that have resulted in significant increases in the cost of equipment, labour and materials. Midas Gold used benchmarked data for the operation and capital costs included in its PFS issued December 15, 2014, however there is no guarantee that development or operations of the Project will eventuate, and if it did, such operating or capital costs will prevail.

 

Midas Gold Corp. | Management’s Discussion & Analysis 15

 

 

 

The Corporation’s Risks

 

Midas Gold will need to raise additional capital though the sale of its securities or other interests, resulting in dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.

Midas Gold does not generate any revenues and does not have sufficient financial resources to undertake by itself all of its planned exploration programs. Midas Gold has limited financial resources and has financed its activities primarily through the sale of Midas Gold’s securities such as common shares and convertible notes. Midas Gold will need to continue its reliance on the sale of its securities for future financing including that required to complete the permitting process, resulting in dilution to existing shareholders. Further activities will depend on Midas Gold’s ability to obtain additional financing, which may not be available under favourable terms, if at all. If adequate financing is not available, Midas Gold may not be able to commence or continue with its activities.

 

Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common shares in accordance with the terms of the Convertible Notes.

Midas Gold does not generate revenue and has announced a plan of how it intends to use the proceeds from the issuance of the Convertible Notes over the term of the Convertible Notes. In order to repay the outstanding principal Midas Gold either needs to arrange debt, equity or other forms of funding, to either develop the Stibnite Gold Project and repay the Convertible Notes from operating cash flows, repay the Convertible Notes in full, or convert the Convertible Notes into common shares. The risks associated with the development of the Stibnite Gold Project as stated in this section are high. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes.

 

Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.

Sales of substantial amounts of Midas Gold’s common shares into the public market by unrelated shareholders, Midas Gold’s officers or directors or pursuant to the exercise of options or warrants, or even the perception by the market that such sales may occur, may lower the market price of the Corporation's common shares.

 

Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.

Midas Gold’s mineral exploration and development activities are subject to various laws and regulations governing operations, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing operations, or more stringent implementation thereof could substantially increase the costs associated with Midas Gold’s business or prevent it from exploring or developing its properties.

 

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on Midas Gold and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

 

Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.

The regulatory processes related to permitting of major mining projects in the US are subject to considerable uncertainty as to the information required, the timeframes to analyze information provided and the outcomes of such analysis, and the Stibnite Gold Project is more complex than greenfields sites due to the need to address the extensive legacy impacts related to historical mining activities, which adds additional uncertainty. Since Midas Gold entered the permitting process for redevelopment and restoration, the proposed timeframe to get to a Final ROD has been extended by regulators several times and further extensions to the currently published timeframes can be expected.

 

Midas Gold Corp. | Management’s Discussion & Analysis 16

 

 

 

Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.

Third parties commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may challenge Midas Gold’s permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding requirements beyond those currently anticipated, or block the approval of the Project.

 

Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.

NGOs, Indian tribes or other stakeholders commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may challenge Midas Gold’s permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding requirements beyond those currently anticipated or prevent the approval of the Project. As noted above, in 2018, the Nez Perce Tribe announced its opposition to the Project and certain NGOs campaigned against the community agreement.

 

Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.

The department responsible for environmental protection in the U.S. has broad authority to shut down and/or levy fines against facilities that do not comply with environmental regulations or standards. Failure to obtain the necessary permits would adversely affect progress of Midas Gold’s activities and would delay or prevent the beginning of commercial operations.

 

Midas Gold’s activities are subject to environmental liability.

Midas Gold is not aware of any claims for damages related to any impact that its operations have had on the environment but it may become subject to such claims in the future, including potential claims related to legacy environmental impacts from prior operators. An environmental claim could adversely affect Midas Gold’s business due to the high costs of defending against such claims and its impact on senior management's time. Also, environmental regulations may change in the future which could adversely affect Midas Gold’s operations including the potential to curtail or cease exploration programs or to preclude entirely the economic development of a mineral property. The extent of any future changes to environmental regulations cannot be predicted or quantified, but it should be assumed that such regulations would become more stringent in the future. Generally, new regulations will result in increased compliance costs, including costs for obtaining permits, delays or fines resulting from loss of permits or failure to comply with the new regulations.

 

Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.

The mineral resource industry is intensively competitive in all of its phases, and Midas Gold competes with many companies possessing much greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. The principal competitive factors in the acquisition of such undeveloped properties include the staff and data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and develop such properties. Competition could adversely affect Midas Gold’s ability to advance the Project or to acquire suitable prospects for exploration in the future.

 

Midas Gold’s future exploration efforts may be unsuccessful.

Mineral resource exploration and, if warranted, development, is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in volume and/or grade to return a profit from production. There is no certainty that the expenditures that have been made and may be made in the future by Midas Gold related to the exploration of its properties will result in discoveries of mineralized material in commercial quantities.

 

Most exploration projects do not result in the discovery of commercially viable mineral deposits and no assurance can be given that any particular level of recovery or mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially viable deposit which can be legally and economically exploited.

 

Midas Gold Corp. | Management’s Discussion & Analysis 17

 

 

 

Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.

Assays results from core drilling or reverse circulation drilling can be subject to errors at the laboratory analyzing the drill samples. In addition, reverse circulation or core drilling may lead to samples which may not be representative of the gold or other metals in the entire deposit. Mineral resource and mineral reserve estimates are based on interpretation of available facts and extrapolation or interpolation of data and may not be representative of the actual deposit. All of these factors may lead to mineral resource and/or mineral reserve estimates being overstated, the mineable gold that can be received from the Project being less than the mineral resource and mineral reserve estimates, and the Project not being a viable project.

 

If Midas Gold’s mineral resource and mineral reserve estimates for the Project are not indicative of actual grades of gold and other potential by-products, Midas Gold will have to continue to explore for a viable deposit or cease operations.

 

Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.

Midas Gold has only been actively engaged in exploration since 2009. Midas Gold does not generate any revenues from operations or production. Putting a mining project into production requires substantial planning and expenditures and, whilst several members of the management have mine construction experience, as a corporation, Midas Gold does not have any experience in taking a mining project to production. As a result of these factors, it is difficult to evaluate Midas Gold’s prospects, and its future success is more uncertain than if it had a longer or more proven history.

 

Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.

Midas Gold has incurred net losses every year since inception. Midas Gold currently has no commercial production and has never recorded any revenues from mining operations. Midas Gold expects to continue to incur losses, and will continue to do so until such time, if ever, as its properties commence commercial production and generate sufficient revenues to fund continuing operations.

 

The proposed development of new mining operations will require the commitment of substantial resources for operating expenses and capital expenditures, which may increase in subsequent years as Midas Gold adds, as needed, consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Project or any other properties. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture or other agreements with others in the future, its acquisition of additional properties, and other factors, many of which are unknown today and may be beyond the Corporation's control. Midas Gold may never generate any revenues or achieve profitability. If Midas Gold does not achieve profitability, it would have to raise additional financing or shut down its operations.

 

Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

Midas Gold’s properties consist of various mining concessions in the U.S. Under U.S. law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of Midas Gold’s ownership of such concessions. A claim by a third party asserting prior unregistered agreements or transfer on any of Midas Gold’s mineral properties, especially where commercially viable mineral reserves have been located, could adversely result in Midas Gold losing commercially viable mineral reserves. Even if a claim is unsuccessful, it may potentially affect Midas Gold’s current activities due to the high costs of defending against such claims and its impact on senior management's time. If Midas Gold loses a commercially viable mineral reserve, such a loss could lower Midas Gold’s revenues or cause it to cease operations if this mineral reserve represented all or a significant portion of Midas Gold’s operations at the time of the loss.

 

Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining and exploration activities.

Several of the patented lode and mill site claims acquired by Midas Gold over the West End Deposit and the Cinnabar claim groups (the latter held under option) are subject to a consent decree under CERCLA, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties are subject to a consent decree under CERCLA between the original owner of those claims and the United States, which creates certain obligations on that owner, including that the owner will cooperate with the U.S. Environmental Protection Agency and U.S. Forest Service in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

Midas Gold Corp. | Management’s Discussion & Analysis 18

 

 

 

All industries, including mining, are subject to legal claims with or without merit. Defense and settlement costs can be substantial, even with respect to claims without merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular claim could have an effect on the Corporation’s financial position. It is possible that any proposal to develop a mine on the Project, or any governmental approval for such a development, could be challenged in court by third parties, the effect of which would be to delay and possibly entirely impede the Corporation from developing the Project or commencing production.

 

Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

Midas Gold is dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on the operations of Midas Gold. Midas Gold’s success is dependent to a great degree on its ability to attract and retain highly qualified management personnel. The loss of any such key personnel, through incapacity or otherwise, would require Midas Gold to seek and retain other qualified personnel and could compromise the pace and success of its exploration activities. Midas

Gold does not maintain key person insurance in the event of a loss of any such key personnel.

 

Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.

Midas Gold has a relatively small staff and depends upon its ability to hire consultants with the appropriate background and expertise as such persons are required to carry out specific tasks. Midas Gold’s inability to hire the appropriate consultants at the appropriate time could adversely impact Midas Gold’s ability to advance its exploration activities.

 

Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.

Certain Midas Gold directors and officers are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. Directors and officers of the Corporation with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies.

 

Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.

Since incorporation, neither Midas Gold nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Corporation does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral exploration programs.

 

Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.

In the course of exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks. Midas Gold does not currently have insurance against all such risks and may decide not to take out insurance against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Midas Gold.

 

Additionally, the Corporation is not insured against most environmental risks. Insurance against all environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products by third-parties occurring as part of historic exploration and production) has not been generally available to companies within the industry. The Corporation periodically evaluates the cost and coverage of the insurance that is available against certain environmental risks to determine if it would be appropriate to obtain such insurance. Without such insurance, or with limited amounts of such insurance, and if the Corporation becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Corporation has to pay such liabilities and result in bankruptcy. Should the Corporation be unable to fully fund the remedial cost of an environmental problem, it might be required to enter into interim compliance measures pending completion of the required remedy.

 

Midas Gold Corp. | Management’s Discussion & Analysis 19

 

 

 

A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.

Midas Gold is dependent on various supplies and equipment to carry out its activities. The shortage of such supplies, equipment and parts could have a material adverse effect on Midas Gold’s ability to carry out its activities and therefore have a material adverse effect on the cost of doing business.

 

A cyber security incident could adversely affect Midas Gold’s ability to operate its business.

Information systems and other technologies, including those related to the Corporation’s financial and operational management, and its technical and environmental data, are an integral part of the Corporation’s business activities. Network and information systems related events, such as computer hacking, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, or other malicious activities or any combination of the foregoing or power outages, natural disasters, terrorist attacks, or other similar events could result in damages to the Corporation’s property, equipment and data. These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future. Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Corporation’s information technology systems including personnel and other data that could damage its reputation and require the Corporation to expend significant capital and other resources to remedy any such security breach. Insurance held by the Corporation may mitigate losses however in any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate the Corporation for any disruptions to its business that may result and the occurrence of any such events or security breaches could have a material adverse effect on the business of the Corporation. There can be no assurance that these events and/or security breaches will not occur in the future or not have an adverse effect of the business of the Corporation.

 

CAUTIONARY NOTE IN RESPECT OF MINERAL RESOURCES AND MINERAL RESERVES

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. The Project 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. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

 

The mineral resources and mineral reserves at the Project are contained within areas that have seen extensive disturbance resulting from prior mining activities. For Midas Gold to advance its interests at the Stibnite site, the Project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. However, Midas Gold is not aware of any environmental, permitting, legal or other reasons that would prevent it from advancing the Project.

 

This MD&A and the mineral resource and mineral reserve estimates referenced in this MD&A are reported in accordance with the requirements under Canadian securities laws, namely National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), which differ from the requirements under U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Midas Gold is not a SEC registered Corporation nor are any of its subsidiaries.

 

Midas Gold Corp. | Management’s Discussion & Analysis 20

 

 

 

Exhibit 99.11

 

Form 52-109F1

Certification of Annual Filings

Full Certificate

 

I, Stephen Quin, Chief Executive Officer of Midas Gold Corp., certify the following:

 

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Midas Gold Corp. (the “issuer”) for the financial year ended December 31, 2018.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

1

 

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Evaluation: The issuer’s other certifying officer(s) and I have

 

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

(ii) N/A

 

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2018 and ended on December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

Date: February 22, 2019

 

/s/ Stephen Quin  

Stephen Quin

Chief Executive Officer

 

2

 

 

Exhibit 99.12

 

Form 52-109F1

Certification of Annual Filings

Full Certificate

 

I, Darren Morgans, Chief Financial Officer of Midas Gold Corp., certify the following:

 

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Midas Gold Corp. (the “issuer”) for the financial year ended December 31, 2018.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

1

 

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Evaluation: The issuer’s other certifying officer(s) and I have

 

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

(ii) N/A.

 

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2018 and ended on December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

Date: February 22, 2019

 

/s/ Darren Morgans  

Darren Morgans

Chief Financial Officer

 

2

 

 

Exhibit 99.13

 

 

Midas Gold Corp. files Preliminary Base Shelf Prospectus

Shelf Prospectus increases flexibility and options for potential future financings

 

*** Not for distribution to United States newswire services or for dissemination in the United States***

 

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

 

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

 

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

 

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

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations

(t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

Page 1 of 2

 

 

 

Caution Regarding Forward Looking Information

 

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

 

Page 2 of 2

 

 

Exhibit 99.14

 

 

Midas Gold Corp. Amends Investor Rights Agreement with Barrick Gold

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

 

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

 

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

 

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

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations

(t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: 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 redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.

 

Page 1 of 2

 

 

 

Caution Regarding Forward Looking Information

 

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

 

Page 2 of 2

 

 

Exhibit 99.15

 

Execution Version

 

FIRST AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENT

 

THIS AGREEMENT is made as of the 22nd day of March, 2019.

 

AMONG:

 

MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia

 

(hereinafter referred to as the "Corporation")

 

– and –

 

BARRICK GOLD CORPORATION, a corporation existing under the laws of the Province of British Columbia

 

(hereinafter referred to as the "Investor")

 

WHEREAS the Corporation and the Investor are party to an investor rights agreement dated May 16, 2018 (the "IR Agreement");

 

AND WHEREAS the Parties have agreed to amend the IR Agreement as provided for in this First Amending Agreement to the Investor Rights Agreement (the "First Amending Agreement");

 

NOW THEREFORE, in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

ARTICLE 1
General

 

1.1 Definitions

 

In this First Amending Agreement unless otherwise defined herein, or the context otherwise requires, all capitalized terms have the respective meanings ascribed thereto in the IR Agreement.

 

1.2 Interpretation

 

This First Amending Agreement amends the IR Agreement and shall be read in conjunction therewith. In the event of any conflict or inconsistency between the IR Agreement and this First Amending Agreement, the provisions of this First Amending Agreement shall prevail. All references in this First Amending Agreement to Sections, unless otherwise expressly provided herein, are references to Sections of the IR Agreement. All references in this First Amending Agreement to the "Agreement" are references to the IR Agreement, as amended by this First Amending Agreement.

 

 

- 2 -

 

ARTICLE 2

amendments to the IR Agreement

 

2.1 Section 1.1

 

(a)               Section 1.1 of the IR Agreement is amended by inserting the following defined terms in the appropriate alphabetical order in such section:

 

““Participation Commitment” has the meaning set forth in Section 6.4(c);

 

Participation Commitment Notice” has the meaning set forth in Section 6.4(c);

 

Participation Commitment Shares” has the meaning set forth in Section 6.4(c);

 

Standby Commitment Amount” has the meaning set forth in Section 6.4(d);

 

Standby Commitment Notice” has the meaning set forth in Section 6.4(d);”.

 

(b)               Section 1.1 of the IR Agreement is further amended by replacing “Section 6.4(c)” in the definition of “Standby Commitment” with “Section 6.4(d)”.

 

2.2 Section 4.5

 

Section 4.5 of the IR Agreement is amended by deleting such section and replacing it with the following:

 

“(a)       The Corporation agrees to take any and all commercially reasonable steps as are required to facilitate the rights or commitments, as applicable, of the Investor set forth in this Article 4 and in Section 6.4 (to the extent that the Corporation delivers a Participation Commitment Notice or Standby Commitment Notice), including: (i) undertaking a private placement or directed offering of Offered Securities (including Participation Commitment Shares, to the extent that a Permitted Offering is completed) to the Investor as part of such Offering or Issuance; (ii) if required, increasing the size of the Offering or Issuance to satisfy its obligations to the Investor pursuant to Sections 4.2 through 4.4, inclusive, and its obligations to each of Paulson and Teck pursuant to the Existing Participation Rights; and (iii) undertaking a private placement of Top-up Shares or Standby Commitment Shares (to the extent that the Standby Commitment is utilized) to the Investor, in each case, subject to obtaining any regulatory or other approvals required by applicable law or the TSX and any other stock exchange on which the Common Shares are then listed and/or traded.

 

(b)       If (i) the Corporation delivers a Participation Commitment Notice or Standby Commitment Notice to the Investor in accordance with Section 6.4; or (ii) the Corporation receives an Exercise Notice from the Investor within the Notice Period, the Corporation shall use its commercially reasonable efforts to obtain all required approvals (including the approval(s) of the TSX and any other stock exchange on which the Common Shares are then listed and/or traded and any required approvals under Canadian Securities Laws and, subject to Section 4.5(c), any Shareholder approval required under applicable law, including by using commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Corporation entitled to vote on the matter and all votes received by proxy in favour of the issuance of the Offered Securities, the Top-up Shares, the Participation Commitment Shares or the Standby Commitment Shares, as applicable, to the Investor), in order to issue to the Investor, against payment of the subscription price payable in respect thereof (as determined pursuant to Section 6.4, 4.6(a) or 4.6(b), as applicable), that number of Offered Securities, Top-up Shares, Participation Commitment Shares or Standby Commitment Shares, as applicable, set forth in the Exercise Notice, the Participation Commitment Notice or the Standby Commitment Notice, as applicable.

 

 

- 3 -

 

(c)       If the Corporation is required by the TSX or otherwise under applicable law to seek Shareholder approval for the issuance of all or a portion the Offered Securities, the Top-up Shares, the Participation Commitment Shares or the Standby Commitment Shares, as applicable, to the Investor, then the Corporation shall: (i) complete the issuance of that portion, if any, of the Offered Securities, the Top-up Shares, the Participation Commitment Shares or the Standby Commitment Shares which may be issued without prior Shareholder approval, as applicable, to the Investor in accordance with the terms of Article 4 and/or Section 6.4, as applicable; (ii) call and hold a meeting of its Shareholders to consider the issuance of the Offered Securities, the Top-up Shares, the Participation Commitment Shares or the Standby Commitment Shares, as applicable, to the Investor which are subject to Shareholder approval as soon as reasonably practicable, and in any event such meeting shall be held within 60 days after the date that the Corporation is advised by the TSX or other applicable Governmental Entity that it will require such Shareholder approval; and (iii) recommend approval of the issuance of the Offered Securities, the Top-up Shares, the Participation Commitment Shares or the Standby Commitment Shares, as applicable, which are subject to Shareholder approval to the Investor and shall solicit proxies in support thereof. The Investor shall have a reasonable advance right to review and provide comments on all materials to be provided to the Shareholders in connection with such meeting, and the Corporation shall give reasonable consideration to all such comments made and shall incorporate all comments that relate to or refer to the Investor, to the extent commercially reasonable.

 

(d)       If the purchase and sale of all or a portion of any Offered Securities, Top-up Shares, Participation Commitment Shares or Standby Commitment Shares, as applicable, to the Investor is delayed as a result of the need to obtain TSX, Shareholder or any other approval: (i) the sale of the portion (if any) of any Offered Securities, Top-up Shares, Participation Commitment Shares or Standby Commitment Shares, as applicable, for which such approval is either not required or has been obtained shall be completed in accordance with Article 4 or Section 6.4, as applicable; (ii) the sale of the remainder of the Offered Securities, Top-up Shares, Participation Commitment Shares or Standby Commitment Shares, as applicable, shall be completed within five Business Days of receipt of the last of such required approvals; and (iii) any decrease in the percentage ownership interest of the Investor occurring between the time of the delivery of the Offering Notice, Top-up Notice, Participation Commitment Notice or Standby Commitment Notice, as applicable, and the issuance of Offered Securities, Top-up Shares, Participation Commitment Shares or Standby Commitment Shares, as applicable, to the Investor shall be disregarded for all purposes of this Agreement and, notwithstanding any other provision of this Agreement, the percentage ownership interest of the Investor shall be deemed to be unchanged until the Offered Securities, the Top-up Shares, the Participation Commitment Shares or the Standby Commitment Shares, as applicable, have been issued and sold to the Investor.”.

 

 

- 4 -

 

2.3 Section 6.4

 

Section 6.4 of the IR Agreement is amended by deleting such section and replacing it with the following:

 

"6.4      Limitation on Offerings: Participation Commitment; Standby Commitment

 

(a)       The Corporation covenants and agrees that it shall not undertake an Offering of Offered Securities prior to the six month anniversary of the Closing Date.

 

(b)       During the six month period commencing on the six month anniversary of the Closing Date, the Corporation covenants and agrees that it shall not undertake or launch any Offering of Offered Securities unless such Offering (a "Permitted Offering") complies with the following requirements:

 

(i) the Permitted Offering shall be an Offering of Common Shares;

 

(ii) the aggregate gross proceeds from all Permitted Offerings shall not exceed US$25 million; and

 

(iii) the price of the Common Shares sold in such Permitted Offering (the "Offer Price") shall not be lower than 90% of the Market Price of the Common Shares nor exceed 95% of the Market Price of the Common Shares, in each case calculated as of the date of public announcement of such Permitted Offering. If the Offer Price is lowered by the Corporation in the course of any Permitted Offering, the Investor will be entitled to pay the lowest price paid to the Corporation by any investor in the relevant Permitted Offering without regard to any applicable fees or commissions (except for any such fees or commissions that are paid or payable to the ultimate beneficial purchasers of such Offered Securities) and the Investor will be entitled to a refund (to be paid to the Investor within two Business Days of completion of the Offering) to the extent that it has already remitted funds to the Corporation in payment in connection with such Offering.

 

(c)       The Investor covenants and agrees (the “Participation Commitment”) that upon receipt of an Offering Notice delivered in accordance with Section 4.1 in respect of any Permitted Offering (a “Participation Commitment Notice”) it will subscribe, at the Offer Price, and otherwise on substantially the same terms and conditions of the Permitted Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from fulfilling the Participation Commitment on substantially the same terms and conditions as the Permitted Offering, the Corporation shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit) for such number of Common Shares as will allow the Investor to have a percentage ownership interest in the issued and outstanding Common Shares of 19.9% (the “Participation Commitment Shares”), after giving effect to such Permitted Offering and the number of Offered Securities ultimately issued as a result thereof (including any Standby Commitment Shares).

 

 

- 5 -

 

(i) Notwithstanding any other provision of this Agreement: (A) the Participation Commitment Notice shall be delivered no later than the date of public announcement of such Permitted Offering; and (B) the Investor shall not be required to deliver an Exercise Notice as a result of the delivery of a Participation Commitment Notice.

 

(ii) Subject to Section 4.5(d), the issuance of Participation Commitment Shares to the Investor shall occur on the same date as the Permitted Offering to Third Parties is completed. In the event that Shareholder approval is required in respect of the issuance of any of the Participation Commitment Shares due to the utilization by the Corporation of the Standby Commitment, the Corporation shall issue only that number of Participation Commitment Shares for which Shareholder approval is not required on the same date as the Permitted Offering to Third Parties is completed, with the remaining Participation Commitment Shares to be issued following receipt of Shareholder approval in accordance with Section 4.5(d). If the Corporation has not issued the Offered Securities, including the Participation Commitment Shares (but excluding any such Participation Commitment Shares and Standby Commitment Shares in respect of which Shareholder approval is required), in connection with the applicable Permitted Offering within 45 days of the delivery of the Participation Commitment Notice in respect of such Permitted Offering, the Participation Commitment and the Standby Commitment shall automatically terminate without any further action on the part of any Party.

 

(d)       The Investor covenants and agrees (the "Standby Commitment") that in connection with the Permitted Offering(s) it will purchase, at the Offer Price, and otherwise on substantially the same terms and conditions of the applicable Permitted Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from fulfilling the Standby Commitment on substantially the same terms and conditions as the Permitted Offering, the Corporation shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit) up to a maximum of US$5 million (the “Standby Commitment Amount”) in Common Shares at the Offer Price. The Standby Commitment Amount will be reduced by (x) the aggregate Offer Price of the Participation Commitment Shares and (y) the gross proceeds in the Permitted Offering(s) of Common Shares sold to Third Parties. For greater certainty, the Standby Commitment Amount shall be reduced on a dollar-for-dollar basis by the aggregate amount of gross proceeds raised through the sale of Common Shares to Third Parties in the Permitted Offering(s) (including to Barrick pursuant to the Participation Commitment). The Investor’s obligation under the Participation Commitment shall be unaffected by any reduction in the Standby Commitment Amount pursuant to this Section 6.4(d). The Corporation shall deliver notice in writing to the Investor of any intention to utilize the Standby Commitment (a “Standby Commitment Notice”) at least five Business Days but not more than ten Business Days prior to the closing of the Permitted Offering and in any event prior to May 16, 2019, being the one year anniversary of the date of this Agreement.”.

 

 

- 6 -

 

ARTICLE 3
MISCELLANEOUS

 

3.1 Confirmation of IR Agreement

 

The IR Agreement, as amended by this First Amending Agreement, is hereby confirmed in all respects and continues in full force and effect, with time remaining of the essence.

 

3.2 Counterparts

 

This First Amending Agreement may be executed in any number of counterparts (whether by fax or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one instrument.

 

[Remainder of page intentionally left blank.]

 

 

- 7 -

 

IN WITNESS WHEREOF the parties have executed this Agreement.

 

  Midas gold corp.
  by  
    Name:
    Title:

 

 

- 8 -

 

  BARRICK GOLD CORPORATION
  by  
    Name:
    Title:
     
    Name:
    Title:

 

 

 

 

 

 

Exhibit 99.16

 

 

 

Notice of 2019

Annual General Meeting of Shareholders

 

and

 

Management Information Proxy Circular

 

OF

 

MIDAS GOLD CORP.

 

DATED: March 26, 2019

 

 

 

 

 

 

Suite 890 - 999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2

 

Tel: (778) 724-4700
Fax: (604) 558-4700
Email: info@midasgoldcorp.com
Web Site: www.midasgoldcorp.com

 

 

NOTICE OF ANNUAL GENERAL MEETING

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the "Meeting") of the shareholders of MIDAS GOLD CORP. (the "Company") will be held in the Princess Louisa Suite at the Fairmont Waterfront Hotel, 900 Canada Place Way, Vancouver, BC on Tuesday, May 7, 2019, at the hour of 9:00 a.m., Vancouver Time, for the following purposes:

 

1. To receive and consider the Annual Financial Report of the Company containing the audited financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2018;

 

2. To fix the number of directors at eight (8);

 

3. To elect directors, as described in the Management Information Proxy Circular accompanying this Notice of Meeting; and,

 

4. To appoint the auditor for the ensuing year at a remuneration to be set by the directors; and

 

Accompanying this Notice of Meeting are the Management Information Proxy Circular, a Form of Proxy or Voting Instruction Form and a request card for use by shareholders who wish to receive the Company's financial statements. The accompanying Management Information Proxy Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting.

 

If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Form of Proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the Form of Proxy accompanying this Notice of Meeting.

 

DATED this 26th day of March, 2019.

 

BY ORDER OF THE BOARD

 

"Stephen Quin"

   

Stephen Quin

President and CEO

 

 

 

 

Management Information Proxy Circular
TABLE OF CONTENTS

 

MANAGEMENT INFORMATION PROXY CIRCULAR 1
APPOINTMENT OF PROXYHOLDER 1
VOTING BY PROXY 1
COMPLETION AND RETURN OF PROXY 1
NOTICE-AND-ACCESS 1
NON-REGISTERED HOLDERS 2
NON-OBJECTING BENEFICIAL HOLDERS 2
OBJECTING BENEFICIAL HOLDERS 2
REVOCABILITY OF PROXY 2
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 3
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING 4
ELECTION OF DIRECTORS 4
APPOINTMENT OF AUDITOR 11
STATEMENT OF EXECUTIVE COMPENSATION 11
COMPENSATION DISCUSSION AND ANALYSIS 11
Securities Authorized for Issuance under Equity Compensation Plans 31
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 32
STAKEHOLDER COMMUNICATIONS 33
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 33
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 33
MANAGEMENT CONTRACTS 33
Corporate Governance Disclosure 33
Directors’ and Officers’ Liability Insurance 42
AUDIT COMMITTEE INFORMATION 42
OTHER MATTERS 42
Additional Information 43
APPENDIX i 44
APPENDIX II 48
APPENDIX III 53
APPENDIX IV 56

 

 

 

MANAGEMENT INFORMATION PROXY CIRCULAR

 

Midas Gold Corp. (the "Company", the “Corporation” or "Midas Gold") is providing this Management Information Proxy Circular (the "Information Circular") and a form of proxy in connection with management’s solicitation of proxies for use at the Annual General Meeting (the "Meeting") of the Company to be held on May 7, 2019 and at any postponement(s) or adjournment(s) thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The cost of solicitation by management will be borne by the Company.

 

The information contained herein is given as of March 26, 2019, unless otherwise stated.

 

All dollar amounts in this Information Circular are expressed in Canadian dollars unless otherwise indicated.

 

APPOINTMENT OF PROXYHOLDER

 

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or members of the board of directors (the "Directors" or the "Board") of the Company (the "Management Proxyholders").

 

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

 

VOTING BY PROXY

 

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Common shares of the Company ("Common Shares") represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

 

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

 

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

 

COMPLETION AND RETURN OF PROXY

 

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Investor Services, Proxy Department, 3rd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournments thereof, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

 

NOTICE-AND-ACCESS

 

The Company is sending this Information Circular to registered and non-registered (beneficial) shareholders using "notice-and-access" as defined under NI 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

 

2

 

The Company is not using procedures known as "stratification" with its use of notice-and-access in relation to the Meeting. Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting.

 

NON-REGISTERED HOLDERS

 

Only shareholders whose names appear on the records of the Company as the registered holders of Common Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the Common Shares they own are not registered in their name but instead are registered in the name of a nominee such as a brokerage firm through which they purchased the Common Shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (each a "Nominee"). If you purchased your Common Shares through a broker, you are likely a non-registered holder.

 

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the proxy, to the Nominees for distribution to non-registered holders.

 

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Common Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Common Shares are voted at the Meeting.

 

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. If you wish to vote at the Meeting in person, do not complete the voting section of the form as your vote will be taken at the Meeting.

 

NON-OBJECTING BENEFICIAL HOLDERS

 

These securityholder materials are being sent to both registered and non-registered owners of the Common Shares. The Company is sending the proxy-related materials for the Meeting directly to "non-objecting beneficial owners" ("NOBOs"), as defined under NI 54-101. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your NOBO holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee(s) holding on your behalf. By choosing to send these materials to NOBOs directly, the Company (and not the Nominees holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

 

OBJECTING BENEFICIAL HOLDERS

 

The Company does not intend to pay for Nominees to deliver to "objecting beneficial owners ("OBOs"), as defined under NI 54-101, the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary. As a result, OBOs will not receive the Meeting materials unless their respective Nominee assumes the costs of delivery.

 

REVOCABILITY OF PROXY

 

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered shareholder, his attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-registered holders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their respective Nominees to revoke the proxy on their behalf.

 

3

 

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

 

Authorized Capital

 

The authorized capital of the Company consists of an unlimited number of Common Shares without par value, an unlimited number of first preferred shares without par value, and an unlimited number of second preferred shares without par value.

 

Issued and Outstanding Shares – Common Shares

 

As at the record date of March 13, 2019 and as of the date of this Information Circular, there are 235,781,773 Common Shares issued and outstanding. There are no special rights or restrictions of any nature attached to any of the Common Shares, which all rank equally as to all benefits which might accrue to the holders of Common Shares.

 

Issued and Outstanding Shares – Preferred Shares

 

No first preferred shares or second preferred shares are issued and outstanding as of the date of this Information Circular.

 

The first preferred shares have certain privileges, restrictions and conditions. The first preferred shares may be issued in one or more series and the Directors may from time to time fix the number and designation and create special rights and restrictions. First preferred shares would rank on a parity with first preferred shares of any other series (if any) and be entitled to priority over the second preferred shares, Common Shares, and the shares of any other class ranking junior to the first preferred shares with respect to the payment of dividends and the distribution of assets on a liquidation, dissolution or winding up of the Issuer. Holders of first preferred shares shall be entitled to receive notice of and to attend all annual and special meetings of shareholders of the Company, including the Meeting, except for meetings at which any holders or a specified class or series are entitled to vote, and to one vote in respect of each first preferred share held at all such meetings.

 

The second preferred shares have certain privileges, restrictions and conditions. Second preferred shares may be issued in one or more series and the Directors may from time to time fix the number and designation and create special rights and restrictions. Second preferred shares would rank on a parity with second preferred shares of any other series (if any) and be entitled to priority over the Common Shares and the shares of any other class ranking junior to the second preferred shares with respect to the payment of dividends and the distribution of assets on a liquidation, dissolution or winding up of the Issuer. Holders of second preferred shares shall be given notice of and be invited to attend meetings of the voting shareholders of the Company, including the Meeting, but shall not be entitled as such to vote at any general meeting of shareholders of the Issuer.

 

Voting Shares

 

Persons who were registered shareholders of Common Shares at the close of business on the record date of March 13, 2019 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Common Share held.

 

Principal Holders of Voting Shares

 

To the knowledge of the Directors and executive officers of the Company, other than as set out below, no person beneficially owns, controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all Common Shares of the Company.

 

4

 

On March 17, 2016, the Company completed a private placement offering (the "Offering") pursuant to which, among other things, the Company issued conversion rights which entitle the holders thereof to acquire up to an aggregate of 141,255,581 Common Shares in accordance with the terms of the 0.05% senior unsecured convertible notes in the aggregate principal amount of C$50,018,601.34 (the "Notes") issued by the Company’s wholly-owned subsidiary, Idaho Gold Resources Company, LLC ("Idaho Gold") in accordance with the terms of the trust indenture dated March 17, 2016 among Idaho Gold, the Company and Computershare Trust Company of Canada. The holders of the Notes have the right to convert all or any portion of their Notes into Common Shares at a conversion price of C$0.3541 per Common Share until March 17, 2023.

 

Under the Offering, Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it, ("Paulson") purchased Notes in the aggregate principal amount of C$34,502,500.13. If all Notes held by Paulson were converted into Common Shares, Paulson would hold approximately 97,437,165 Common Shares, representing 29.2% of the issued and outstanding Common Shares on a partially diluted basis (assuming conversion of only Paulson’s Notes) and 25.9% on a diluted basis (assuming conversion of all outstanding Notes).

 

On May 16, 2018, the Company completed a transaction with Barrick Gold Corporation (“Barrick”) whereby Barrick purchased 46,551,731 common shares of Midas Gold in a non-brokered private placement (the “Placement”) at a price of C$1.06 per share for gross proceeds of US$38,065,907. The Placement resulted in Barrick owning 19.9% of the issued and outstanding shares in Midas Gold on a post-transaction basis. As at the date of this Information Circular, Barrick owns 19.7% of the issued and outstanding shares of the Company.

 

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

 

To the knowledge of the Company's Directors, the only matters to be placed before the Meeting are those referred to in the Notice of Meeting accompanying this Information Circular. However, should any other matters properly come before the Meeting, the Common Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgement of the persons voting the shares represented by the proxy.

 

Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below.

 

ELECTION OF DIRECTORS

 

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

 

Shareholder approval will be sought to fix the number of Directors of the Company at eight (8).

 

Majority Voting for the Election of Directors

 

The Board has adopted a majority voting policy (the "Majority Voting Policy") which requires, in an election of directors, other than at a Contested Meeting (as defined below), any Director who receives a greater number of shares withheld than shares voted in favour of his or her election must immediately tender his or her resignation (the "Resignation") to the Board. The Corporate Governance and Nominating Committee of the Company will then review the matter and make a recommendation to the Board. In considering the Resignation, the Corporate Governance and Nominating Committee and the Board shall consider all factors they deem relevant. The Board shall determine whether or not to accept the Resignation within 90 days after the date of the relevant shareholders' meeting. The Board shall accept the Resignation absent exceptional circumstances. The Resignation will be effective when accepted by the Board. The Director tendering the Resignation will not participate in any Board or Corporate Governance and Nominating Committee meeting at which the Resignation is considered. The Company shall promptly issue a news release with the Board's decision and send a copy of the news release to the TSX. If the Resignation is not accepted, the news release shall fully state the reasons for that decision.

 

Under the Majority Voting Policy, a "Contested Meeting" is a meeting at which the number of Directors nominated for election is greater than the number of seats available on the Board.

 

5

 

 

Nominees

 

Management of the Company proposes to nominate each of the following persons for election as a Director, each of which such person is currently a Director. The following tables provide information on the eight nominees proposed for election as Directors, including the province (or state) and country in which each is ordinarily resident, and the period or periods during which each has served as a Director. Also included in these tables is information relating to the nominees’ membership on committees of the Board, other public board memberships held in the past five years, and Board and committee meeting attendance in relation to the Company for the 12 months ended December 31, 2018. During 2018, the board held a total of 35 Board and standing committee meetings. In addition to the attendance listed below, Directors from time to time attend other committee meetings by invitation. The attendance of each of the nominees with regard to the Board meetings and applicable committee meetings is noted in the tables below.

 

The tables also show the present principal occupation, business or employment of each nominee, and principal occupations, businesses and employments held in the last five years, if different. In addition, the charts show the number of securities of the Company (consisting of Common Shares, options and warrants (with each such option or warrant equivalent in value to one Common Share)), and any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by each of the nominees. Meeting attendance records do not include Special Committee meeting attendance. Information concerning the nominees, as furnished by the individual nominees, is as follows:

 

Keith Allred

Idaho, USA

Age: 54

Director since November 12, 2014

Independent: Yes

Mr. Allred is the Executive Director of the National Institute for Civil Discourse. He was a senior partner at the Cicero Group, a 250-person strategy consulting firm ranked 12th best boutique consulting firm in the world by Vault.com. He led major engagements advising companies ranging from $3 billion to $140 billion in revenue, including cost cutting initiatives and post merger integrations. Prior to Cicero, he served as COO of Health Catalyst where his leadership was key to attracting a significant investment by Sequoia Capital. Mr. Allred has also served as a professor at Harvard's Kennedy School of Government and at Columbia University, in addition to teaching executive programs at Oxford’s Said School of Business.  He holds a PhD in from UCLA’s Anderson School of Management and BA from Stanford University.
Skills and Experience
Government Relations, Community Relations, Stakeholder Communications, Strategy, Environment, Sustainability

 

Board/Committee Membership(s)   Attendance (2018)  
Board     14 of 14       100 %
Corporate Governance & Nominating Committee     8 of 8       100 %
Compensation Committee (chair)     5 of 5       100 %
Audit Committee     4 of 4       100 %

 

Securities Held

 

Date   Options     Warrants     Common Shares     Total Value of
Common Shares
 
As at Dec. 31, 2018     377,500       Nil       28,571     $ 27,428 (1)
As at March 26, 2019     95,000       Nil       28,571     $ 25,143 (2)

 

(1) Calculated using the closing price of the Company’s shares on the TSX on December 31, 2018, which was $0.96.

(2) Calculated using the closing price of the Company’s shares on the TSX on March 26, 2019 which was $0.88

 

6

 

Jaimie Donovan

Ontario, Canada

Age: 41

Director since January 31, 2019

Independent: No

Jaimie Donovan was, until March 4, 2019, the Head of Growth and Evaluations for Barrick in North America, where she oversaw the evaluation and development of regional investment opportunities. Prior to that Ms. Donovan held senior positions at Barrick Gold as Vice President of Evaluations, and Waterton Global Resource Management as a Principal and head of Evaluations. Ms. Donovan has over 18 years of experience in the mining industry spanning roles in Operations, Corporate Development and Capital Allocation. Ms. Donovan holds a Bachelor’s degree in Mining Engineering (B.Eng.) and a Bachelor’s degree in Commerce (B.Com. Finance) from the University of Western Australia.
Skills and Experience
Mining Engineering, Mine Operations, Projects and Studies, Evaluations, Capital Allocation, Corporate Development

 

Board/Committee Membership(s)   Attendance (2018) *  
Board     0 of 0       0 %
Corporate Governance and Nominating Committee     0 of 0       0 %

 

* Ms. Donovan was appointed to the Board on January 31, 2019 and was appointed to the Corporate Governance and Nominating Committee on February 21, 2019

 

Securities Held

 

Date     Options       Common Shares       Total Value of
Common Shares
 
As at Dec. 31, 2018     Nil       Nil       Nil  
As at March 26, 2019     Nil       Nil       Nil  

 

Brad Doores

Ontario, Canada

Age: 68

Director since August 9, 2018

Independent: Yes

Mr. Doores is an attorney licensed in the State of Colorado with over 40 years of legal experience in the mining industry. Over the course of his career, Mr. Doores has served as an officer, director and legal counsel for both private and public, senior and junior, natural resources companies. He has overseen the permitting and licensing of more than 20 surface and underground mines in the western United States, South America, and Africa. Mr. Doores served as a Director and Vice President & General Counsel of Energy Fuels Corporation and Energy Fuels Nuclear, Inc. from 1984-1994. He also served as a Director and Vice President & General Counsel of Golden Shamrock Mines Limited from 1994-1995 before joining Barrick Gold Corporation. Prior to retirement in 2014, Mr. Doores was the Vice President and Deputy General Counsel of Barrick Gold Corporation.
Skills and Experience
Government Relations, Federal Regulation and Permitting, Public Policy Relating to Natural Resource Issues and Tribal Matters.

 

Board/Committee Membership(s)   Attendance (2018) *  
Board     5 of 5       100 %
Compensation Committee     1 of 1       100 %
Corporate Governance and Nominating Committee     2 of 2       100 %

 

* Mr. Doores joined the Board on August 8, 2018 and was appointed to the Compensation and CG&N Committees on September 17, 2018

 

7

 

Securities Held

 

Date   Options     Common Shares     Total Value of
Common Shares
 
As at Dec. 31, 2018     80,000       Nil       Nil  
As at March 26, 2019     175,000       Nil       Nil  

 

Marcelo Kim

New York, USA

Age: 32

Director since March 17, 2016

Independent: No

Marcelo Kim is a Partner at Paulson & Co. Inc., where he oversees the firm’s natural resource and global macro investments across different markets. Mr. Kim is Chairman of the Board of Directors of International Tower Hill Mines and Board Member of Templar Energy. Additionally, he sits on the Board of Plan International USA, a non-for profit. He is a graduate of Yale University, where he received his BA in Economics with honors.
Skills and Experience
Economics, Mining, Oil & Gas, Mergers & Acquisitions, Distressed Investing, Commodities, Deal Structuring

 

Board/Committee Membership(s)   Attendance (2018)  
Board     13 of 14       93 %
Environment, Health and Safety Committee     4 of 4       100 %
Compensation Committee (1)     1 of 1       100 %

 

(1)  Mr. Kim was appointed to the Compensation Committee on September 17, 2018

 

Securities Held

 

Date     Options       Common Shares       Total Value of
Common Shares
 
As at Dec. 31, 2018     Nil       Nil       Nil  
As at March 26, 2019     Nil       Nil       Nil  

 

Peter Nixon

Ontario, Canada

Age: 72

Director and Chairman of the Board since April 1, 2011

Independent: Yes

Since leaving his position as President of Dundee Securities USA Inc. in December 2000, Mr. Nixon has served on the boards of a number of publicly traded junior mining companies.   In addition to his role as Chairman of the Board of Midas Gold, Mr. Nixon has served as a Director on the board of Dundee Precious Metals Inc. since June 2002, Reunion Gold Corp. since March 2004, Stornoway Diamond Corporation since March 2003 * and Toachi Mining Inc. since August 2016.  Mr. Nixon was a director of Kimber Resources Inc. from March 2007 – April 2013, Miramar Mining Corporation from June 2002 until December 2007, when the company was acquired by Newmont Mining Corporation. Mr. Nixon holds a degree in Economics and History from McGill University.
* Mr. Nixon has advised the Company that he does not intend to stand for re-election to the Board of Stornoway Diamond Corporation at its May 2019 AGM, as announced in Stornoway’s news release dated March 28, 2019
Skills and Experience
Capital Markets, Finance and financial literacy, Corporate Strategy, Corporate Governance, Executive Compensation related experience – member of the Institute of Corporate Directors, has attended seminars on Executive Compensation and sat on numerous public company compensation committees for other mining companies

 

8

 

Board/Committee Membership(s)   Attendance* (2018)  
Board (Chairman)     14 of 14       100 %
Corporate Governance and Nominating Committee (Chair)     8 of 8       100 %
Audit Committee             100 %

 

*Mr. Nixon, as a guest, attended committee meetings in addition to the Corporate Governance and Nominating Committee. In total, Mr. Nixon attended 35 of 35 standing committee and Board meetings.

 

Securities Held

 

Date   Options     Warrants     Common Shares     Total Value of
Common Shares
 
As at Dec. 31, 2018     385,000       Nil       185,000     $ 177,600 (1)
As at March 26, 2019     440,000       Nil       185,000     $ 162,800 (2)

 

(1) Calculated using the closing price of the Company’s shares on the TSX on December 31, 2018, which was 0.96.

(2) Calculated using the closing price of the Company’s shares on the TSX on March 26, 2019 which was $0.88.

 

Stephen Quin

British Columbia, Canada

Age: 59

Director and Officer since February 22, 2011

Independent: No

Mr. Quin has served as the Company’s President & CEO and a Director since the inception of the Company in February 2011 and the same for the Company's wholly-owned subsidiary, Idaho Gold Resources Company, LLC. (formerly Midas Gold, Inc. and Midas Gold Washington, Inc.), from January 1, 2011 until March 3, 2016.  Prior to joining Midas Gold, Mr. Quin was president of Capstone Mining Corp. from November 22, 2008 until December 31, 2010 (and COO of same from November 22, 2008 until May 20, 2010) and, prior to that, President and CEO of Sherwood Copper Corp. from September 1, 2005 until November 2008 when Sherwood combined with Capstone.  Prior to Sherwood, Mr. Quin spent 18 years in various positions with Miramar and was Executive Vice President of Miramar Mining from January 11, 1994 until 2005.  Mr. Quin is a graduate of the Royal School of Mines, London, with a B.Sc. (Honours) in Mining Geology and has 38 years’ experience in the mining industry.  In addition to his roles with Midas Gold, Mr. Quin serves as a non-executive director of Chalice Gold Mines Limited and Kutcho Copper Corp. and has served on the boards of directors of various operating, development and exploration companies.
Skills and Experience
Geology and Exploration, Mineral Reserves and Resources, Government Relations, Human Resources and Compensation, Corporate Governance, Environment, Workplace Health & Safety, Feasibility Studies, Mine Development and Operations, Shareholder Communications, Financial Reporting, Corporate Development and General Corporate Affairs.

 

Board/Committee Membership(s)   Attendance* (2018)  
Board     14 of 14       100 %
Environment, Health and Safety Committee     4 of 4       100 %

 

* Mr. Quin, as a guest, also attended committee meetings in addition to the Environment, Health and Safety Committee. In total, Mr. Quin attended 35 of 35 standing committee and Board meetings.

 

Securities Held

 

Date   Options     Warrants     Common Shares     Total Value of
Common Shares
 
As at Dec. 31, 2018     2,027,500       Nil       1,514,700     $ 1,454,112 (1)
As at March 26, 2019     2,275,000       Nil       1,514,700     $ 1,332,936 (2)

 

(1) Calculated using the closing price of the Company’s shares on the TSX on December 31, 2018, which was 0.96.

(2) Calculated using the closing price of the Company’s shares on the TSX on March 26, 2019 which was $0.88.

 

9

 

Javier Schiffrin

New York, USA

Age: 44

Director since March 21, 2018

Independent: No

Mr. Schiffrin is a Senior Vice President at Paulson & Co. Inc., with a focus on distressed debt investments and restructurings.  Prior to that he was an Executive Director & Restructuring Specialist at Macquarie Capital, and a Restructuring Attorney at Kirkland & Ellis. He is a graduate of McGill University, where he earned a Bachelor of Arts, First Class Honors; and Columbia Law School where he earned a Juris Doctorate and was a James Kent Scholar.  Mr. Schiffrin holds both US and Canadian citizenship.
Skills and Experience
Investment Analysis and Portfolio Management, Corporate Bankruptcy Law, Corporate Finance.

 

Board/Committee Membership(s)   Attendance (2018) *  
Board     11 of 11       100 %
Environment, Health & Safety Committee     2 of 2       100 %

 

* Mr. Schiffrin joined the Board on March 21, 2018

 

Securities Held

 

Date     Options       Common Shares       Total Value of
Common Shares
 
As at Dec. 31, 2017     Nil       Nil       Nil  
As at March 20, 2018     Nil       Nil       Nil  

 

Donald Young

British Columbia, Canada

Age: 73

Director since April 1, 2011

Independent: Yes

Mr. Young, FCPA, FCA is a retired KPMG partner. He was an audit partner during his career and, for a time, he also served as a management consulting partner focused on risk management, assessments and governance. He currently serves on the board of Dundee Precious Metals Inc. He has served on the boards of other publicly listed mining companies and the governing boards of not for profit organizations including Science World British Columbia, British Columbia Safety Authority and the Canadian Institute of Chartered Accountants. He is a Fellow and past president of the British Columbia Chartered Accountants and is a member of the Institute of Corporate Directors.

 

Skills and Experience
Financial literacy, Audit, Risk Management, Human Resources and Compensation, Corporate Governance and Strategy

 

Board/Committee Membership(s)   Attendance (2018)  
Board     14 of 14       100 %
Audit Committee (Chair)     4 of 4       100 %
Compensation Committee     5 of 5       100 %

 

Securities Held

 

Date   Options     Warrants     Common Shares     Total Value of Common Shares  
As at Dec. 31, 2018     280,000       Nil       100     $ 96 (1)
As at March 26, 2019     375,000       Nil       100     $ 88 2)

 

(1) Calculated using the closing price of the Company’s shares on the TSX on December 31, 2018, which was $0.96.

(2) Calculated using the closing price of the Company’s shares on the TSX on March 26, 2019 which was $0.88.

 

10

 

To the knowledge of the Company, except as disclosed herein, no proposed director:

 

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,

 

(i) was subject, while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such company, of a cease trade or an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an "Order"); or

 

(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

 

(b) is, as at the date of the Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

(c) has, within the 10 years before the date of the Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

 

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

 

(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

 

Stephen Quin was a director of Mercator Minerals Ltd. ("Mercator") when it filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada) (the "BIA") on August 26, 2014. Mr. Quin ceased to be a director of Mercator on September 4, 2014. Pursuant to section 50.4(8) of the BIA, Mercator was deemed to have filed an assignment in bankruptcy on September 5, 2014 as a result of allowing the ten-day period within which Mercator was required to submit a cash flow forecast to the Official Receiver to lapse.

 

Marcelo Kim and Javier Schiffrin, who are Director nominees of Paulson pursuant to an investor rights agreement dated March 17, 2016 (the “Paulson Investor Rights Agreement”) entered into by the Company in connection with the March 2016 Offering of the Notes (see “Principal Holders of Voting Shares” above) under which Paulson has, among other rights, the right to designate two nominees to the Board so long as Paulson owns 20% or more of the outstanding Common Shares (calculated on a fully-diluted basis).

 

11

 

 

Jaimie Donovan, who is a Director nominee of Barrick Gold Corporation (“Barrick”) pursuant to an investor rights agreement dated May 16, 2018 (the “Barrick Investor Rights Agreement”) under which Barrick has, among other rights, the right to designate one nominee to the Board so long as Barrick owns 10% or more of the outstanding Commons Shares.

 

Other than the above, no other proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity. For further details on the Paulson Investor Rights Agreement and the Barrick Investor Rights Agreement, please see the Company’s news release dated March 3, 2016 and May 9, 2018, respectively, on the Company’s website at www.midasgoldcorp.com and filed under the Company’s profile at www.sedar.com.

 

APPOINTMENT OF AUDITOR

 

Deloitte LLP ("Deloitte"), Chartered Professional Accountants, of Vancouver, British Columbia, is the auditor of the Company and was first appointed on September 12, 2011. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of Deloitte as the auditor of the Company to hold office for the ensuing year at a remuneration to be fixed by the Directors.

 

The aggregate fees billed by Deloitte in the 12-month periods ended December 31, 2017 and December 31, 2018 were as set out below.

 

12 Months Ended     Audit Fees (1)     Audit Related Fees (2)   Tax Fees   All Other Fees
  December 31, 2018     $ 53,500     Nil   Nil   Nil
  December 31, 2017     $ 50,000     Nil   Nil   Nil

 

(1) Audit Fees relate to the audit of the Corporation’s annual Financial Statements and the review of the Corporation’s interim Financial Statements.

 

(2) Audit Related Fees relate to services performed by the auditor in their review of documents that include or refer to their independent auditor’s report.

 

The Company’s Audit Committee has adopted a pre-approval policy with respect to audit services, audit-related services and permitted non-audit services.

 

STATEMENT OF EXECUTIVE COMPENSATION

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Committee

 

The Board is responsible for ensuring the Company’s total compensation strategy is aligned with the Company’s performance and shareholder interests and equitable for participants. To assist with this, the Board maintains a compensation committee (the "Compensation Committee") which as at the date of this Circular, consists of three independent directors, Keith Allred (Chairman), Brad Doores and Donald Young and one non-independent director, Marcelo Kim. The skills and experience in relation to executive compensation of the members of the Compensation Committee are outlined under the section "Election of Directors" above.

 

The Compensation Committee’s objective is to support and advise the Board in respect of its oversight responsibility by focusing on the Company’s approach to Board and executive compensation plus the use of equity generally across the Company. Further detail on the role of the Compensation Committee is set out in the Compensation Committee Mandate, the text of which is attached as Appendix IV to this Information Circular.

 

12

 

The Compensation Committee is responsible for reviewing the salary levels for each of the Company's "Named Executive Officers" or "NEOs" (as defined below) and other senior executives on a regular basis. It may consider independent salary surveys as well as informal surveys prepared by the Company which are specific to mining and exploration companies. The Compensation Committee reviews the performance of senior executive officers with the President and CEO and, in an in-camera session without the President & CEO present, reviews the performance of the President & CEO. In evaluating the performance of the Company’s executives for the award of bonuses or long-term incentive compensation, the Compensation Committee reviews the achievement of project specific goals included in the Company’s plans such as prospect identification, drill programs, progress on scoping, prefeasibility or feasibility studies on projects and the advancement of projects to development. In addition, corporate objectives such as successful capital-raising, peer benchmarking (as further discussed below) and market performance are considered. To ensure the Compensation Committee is fully informed when making compensation decisions, the Compensation Committee may seek external advice, as required, on compensation policies and practices. (See "Compensation Consultants" below).

 

With regard to the objectives of the Company's compensation program and strategy, the Company has adopted the following principles in its compensation framework:

 

a) The Board seeks to set aggregate compensation at a level which provides the Company with the ability to attract and retain directors and executives of the highest calibre, while incurring a cost which is acceptable to shareholders and appropriate for the Company’s size; and

 

b) Directors’ and executives’ interests need to be aligned with the creation of shareholder value and the Company’s performance by:

 

i. Providing fair, consistent and competitive compensation and rewards to attract and retain high calibre employees;

 

ii. Ensuring that total compensation is competitive with its peers by market standards;

 

iii. Incorporating in the compensation framework both short and long-term incentives linked to the strategic goals and performance of the individuals and the Company and shareholder returns;

 

iv. Demonstrating a clear relationship between individual performance and compensation; and

 

v. Motivating employees to pursue and achieve the long-term growth and success of the Company.

 

Whilst objective criteria described in item (b) above are the basis of the compensation framework of the Company, the Directors, at their discretion, may also adopt additional compensation principles that are subjective in nature.

 

When making compensation decisions in relation to the NEOs, the Compensation Committee looks at the compensation of the NEOs relative to the compensation paid to similarly situated executives at companies that the Compensation Committee considers to be peers of the Company. A benchmark group (the "Benchmark Group") is determined by screening and selecting publicly-traded companies in the same general industry (exploration and development companies) and on the basis of comparable size of operations and market capitalization (see further discussion below). The Company aims to compensate employees, including NEOs, through a base salary that is generally in line with the median of the Company’s peer group, but the Board has the discretion to pay above this to attract and retain key employees in achieving the Company’s strategic goals, and in order to address exceptions where there are employees in dual-role positions.

 

13

 

The Compensation Committee reviews the composition of the Benchmark Group periodically to ensure that companies are relevant for comparative purposes, monitors the benchmark group to assess its appropriateness as a source of competitive compensation data, and adds or removes companies as appropriate. The Compensation Committee established the Company's Benchmark Group for the 2018 review and it was comprised of the following companies at the time the review was conducted:

 

· Barkerville Gold Mines Ltd.

 

· Continental Gold Inc.

 

· Corvus Gold Inc.

 

· Dalradian Resources Inc.

 

· Filo Mining Corp.

 

· First Mining Financing Corp.

 

· Gold Standard Ventures Corp.

 

· Harte Gold Corp.

 

· Lumina Gold Corp.

 

· NGEx Resources Inc.

 

· Orla Mining Ltd.

 

· Osisko Mining Inc.

 

· Polymet Mining Corp.

 

· Premier Gold Mines Limited

 

· Sabina Gold & Silver Corp.

 

· Victoria Gold Corp.

 

To qualify, a comparator company should be reasonably similar to Midas Gold in terms of criteria such as the following:

 

· are similar in terms of current and planned stage of evolution (i.e. be at the advanced exploration stage or have a project at the pre-development stage or possibly with a project under development); and,

 

· have a market capitalization within the broad range of 50% to 200% of Midas Gold’s market capitalization.

 

The Compensation Committee believes these companies in the benchmark group were, at the time of the review, appropriate for purposes of the Company’s targeted compensation comparison because these companies are likely to compete with the Company for executive talent; the CEO position at such comparators is similar to the position occupied by the Company’s President & CEO; the companies are within the same general industry; and the companies are considered by the Compensation Committee to be within an acceptable market capitalization range when compared to the Company.

 

14

 

Compensation Program Components

 

The compensation program of the Company is comprised of four components, each of which is further described below:

 

1. Annual Base Salary;
2. Extended Benefits Plan;
3. Short Term Incentive Plan; and
4. Long Term Incentive Plan.

 

Annual Base Salary

 

The Company compensates employees, including NEOs, through a base salary that is generally in line with the median of the Company’s Benchmark Group (see discussion above), but the Board has the discretion to pay above this level to attract and retain key executives in achieving the Company’s strategic goals, and in order to address certain exceptions, such as where there are persons in dual-role positions. An annual performance review is undertaken with all employees focusing on their performance against their job description, the adequacy of their job description and the whether any changes to base salary is required based on changes in role or responsibility.

 

Extended Benefits Plan

 

The Company offers all executives (and other employees) an extended benefits plan that includes the following components:

 

1. Life Insurance;
2. Dependent Life Insurance;
3. Accidental Death & Dismemberment;
4. Long Term Disability (Canada only and employee paid);
5. 401(k) Plan (US only, employee and Company contributions);
6. Basic Health Care;
7. Extended Health Care; and
8. Dental Benefits

 

Short-Term Incentive Plan

 

The Company incentivizes employees on an annual basis through a Short-Term Incentive Plan ("STIP"). The STIP is performance-based and, for 2016 and 2015, the Company Performance Assessment made up 100% of the STIP payments. In 2015 and 2016, given the particular nature of the Company’s objectives in those years, wherein employees were collectively contributing to a limited number of goals, the Board had resolved to eliminate the individual performance component. Prior to that, the Company’s performance as a whole as well as the individual’s performance were considered. In 2017 and 2018, consideration for awards under the STIP is a blend of corporate performance and personal performance.

 

A target percentage is determined at the commencement of employment and reviewed on an annual basis through the annual performance review process.

 

15

 

The potential target incentive percentages with regard to the NEOs and certain other employees under the STIP were as follows:

 

    STIP as %     2018 & 2017 Contribution
to STIP
    2016 & 2015 Contribution
to STIP
    Pre-2015 Contribution to
STIP
 
Position     of Annual
Salary
      Corporate Objectives       Individual Objectives       Corporate Objectives       Individual Objectives       Corporate Objectives       Individual Objectives  
President & CEO     65%       100%       0%       100%       0%       100%       0%  
COO & MGII President     40%       80%       20%       100%       0%       50%       50%  
CFO and Vice Presidents     35%       80%       20%       100%       0%       50%       50%  
Managers     20% - 35%       70%       30%       100%       0%       50%       50%  

 

Company’s Performance

 

On an annual basis, the Board approves a set of corporate objectives that are communicated to all employees, with measurable targets and a percentage allocation to each objective. Each such objective is allocated a percentage of the overall measure of corporate performance. At the commencement of 2018, the Company approved nine corporate objectives. In general, the objectives for 2018 can be summarized as follows:

 

1. Regulatory Approval
· Advance the EIS and regulatory approval of the Stibnite Gold Project as laid out in the Plan of Restoration and Operations or subsequently modified, including various other federal and state permits.
     
2. Social licence
· Continue to expand and illustrate to the public and to stakeholders the social licence to advance the Project in a manner that leads to timely completion of the NEPA review and regulatory approval, while investing in key constituencies.
     
3. Feasibility Study
· Optimize and de-risk the Project through to completion of a feasibility study to define a commercially attractive operation hand in hand with the permitting process.
     
4. Basic & Detailed Engineering
· Undertake basic and detailed engineering for components of the Project required to (a) Support permitting and regulatory approval and (b) Advance the Project towards a construction decision.
     
5. Safety & Environment
· Complete the above in a safe and environmentally sustainable manner.
     
6. Value for Shareholders
· Communicate Project progress to shareholders and investors generally, to ensure that progress translates into value for shareholders.
     
7. Management Effectiveness
· Continue to develop an efficient, effective and collaborative management structure.
     
8. Cost Effectiveness
· Accomplish all of this in a cost-effective manner.
     
9. Funding
· Ensure adequate, and anticipate sufficient, funding to meet the Company’s needs.

 

16

 

The Company’s actual performance is assessed by the Board and a percentage may be approved for allocation to the Company’s component of annual bonuses. The Board then factors the estimated performance for each objective achieved in accordance with the following scale in order to determine the net score:

 

Performance factor

120%

100%

75%

50%

25%

Performance Level Achieved

Results are extraordinary

Results well beyond those expected

Results satisfactory, objective adequately met

Met most, but not all, aspects of the objective

Met adequate portion of aspects of the objective

 

Where circumstances beyond the Company’s control affect the achievement of an objective, the Board considers amending objectives throughout the year should the need arise.

 

Individual Performance

 

Individual performance against job description and individual performance objectives was reviewed in Q1 2019 for all employees. Where an exceptional contribution to the Company’s performance was recognized, some adjustments to STIP payments were made.

 

Overall STIP Determination

 

Once the Company’s performance against corporate objectives and exceptional individual performance against the Company’s objectives has been assessed, the President & CEO makes a recommendation, inclusive of percentages and dollars to be paid, for all NEOs (excluding the President & CEO), as well as other employees, to the Compensation Committee for its approval and recommendation to the Board. The Compensation Committee and the Board consider the overall quantum of the potential bonus allocations in light of the Company’s available funding and may, at its sole discretion, choose to adjust the amount to be paid out under the STIP.

 

Long-Term Incentive Plan

 

The Company incentivizes employees, including NEOs, on a long-term basis through a Long-Term Incentive Plan ("LTIP"), which is currently comprised of the granting of stock options. The objectives of the LTIP are to:

 

1. Align employee incentives with personal performance individually as well as the Company’s performance as a whole;
2. Balance the short term with the long-term corporate focus; and
3. Assist in attracting and retaining high-calibre employees by providing an attractive long-term retention tool that builds an ‘ownership of the Company’ mindset.

 

Midas Gold’s LTIP targets a grant of 1.75% of the issued share capital of the Company on an annual basis, with employees allocated to tiers or bands based on their position within the Company. Grants outside of this guidance may be made (a) to recognize exceptional performance and/or (b) as a hiring incentive for new employees where it is deemed to be in the Company’s best interest to have an employee with a higher starting stock option position than just the normal annual grant level.

 

The Compensation Committee has the responsibility to administer the compensation policies related to the executive management of the Company, including the LTIP.

 

17

 

Stock Option Plan

 

Under the LTIP, the Board has the discretion to make annual awards of employee stock options to directors, executives, employees and consultants.

 

Based on the stage of development of the Company, the Compensation Committee has concluded that it is appropriate for the LTIP to take the form of employee incentive stock options. The Stock Option Plan does not have a fixed maximum number of securities issuable upon the exercise of options, but rather provides that the maximum number of Common Shares which may be made subject to options at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis. The Stock Option Plan is considered an "evergreen" plan, since the Common Shares covered by options which have been exercised shall be available for subsequent grants under the Stock Option Plan, and the number of options available to grant increases as the number of issued and outstanding Common Shares of the Company increases.

 

As of the date of this Information Circular, based upon the number of Common Shares issued and outstanding (235,781,773 Common Shares) and the number of currently outstanding options (19,343,875 options, which represents 8.2% of the Common Shares), the Company could grant options under the Stock Option Plan to purchase up to an additional 4,234,302 Common Shares, bringing the total to 10% of the issued and outstanding Common Shares.

Specific details regarding the Stock Option Plan are provided below:

 

    As at December 31, 2018     As at March 26, 2019  
    Number     Percent     Number     Percent  
Common Shares Outstanding     234,812,690       100 %     235,781,773       100 %
Maximum Options Available (10%)     23,481,269       10 %     23,578,177       10 %
Outstanding options     16,684,075       7 %     19,343,875       8 %
Remaining Options     6,797,194       3 %     4,234,302       2 %

 

Under the policies of the TSX in relation to "evergreen" stock option plans, within three years after institution and within every three years thereafter, the Company must obtain security holder approval for the unallocated entitlements available under the Stock Option Plan in order to continue to grant awards. The Company received approval from securityholders for the Stock Option Plan at its 2017 Annual General Meeting.

 

The purpose of the Stock Option Plan is to promote the profitability and growth of the Company by facilitating the efforts of the Company and its subsidiaries to obtain and retain key individuals. The Stock Option Plan provides an incentive for and encourages ownership of the Company's Common Shares by key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Company's Common Shares. The Stock Option Plan is used by the Company as an aid in attracting, retaining and encouraging employees and Directors due to the opportunity offered to them to acquire a proprietary interest in the Company.

 

A description of the material terms of the Stock Option Plan is provided below under the heading "Description of the Stock Option Plan." Please also see the column entitled "Option-Based Awards" in the Summary Compensation Table for further details with regard to stock options in relation to the NEOs for the most recently completed financial year.

 

Description of the Stock Option Plan

 

The following is a summary of certain key terms of the Stock Option Plan for reference purposes only. A full copy of the Stock Option Plan is attached as Schedule “A” of the Information Circular.

 

18

 

Eligibility - Employees, officers and Directors, and consultants of the Company (collectively, "participants") are eligible to receive options under the Stock Option Plan.

 

Determination of Recipients and Terms - The Compensation Committee, based on a recommendation from the President and CEO, determines the participants to whom options are granted, the number of Common Shares to be made subject to and the expiry date of each option granted to each participant and the other terms of each option, including any vesting provisions that may be applicable, all such determinations to be made in accordance with the terms and conditions of the Stock Option Plan, and the Compensation Committee may take into consideration the present and potential contributions of and the services rendered by the particular participant to the success of the Company and any other factors which the Compensation Committee deems appropriate and relevant, including previous grants. All recommended stock option grants are then approved by the Company’s Board. Each option is evidenced by a stock option agreement containing terms and conditions consistent with the provisions of the Stock Option Plan. No participant who is a Director can vote on any motion granting any option to such Director.

 

Number of Common Shares - The Stock Option Plan provides that the maximum number of Common Shares which may be made subject to options under the Stock Option Plan at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis (subject to adjustment with respect to capital changes in accordance with the terms of the Stock Option Plan). In addition, the maximum number of Common Shares which, together with Common Shares subject to all other security-based compensation arrangements of the Company (within the meaning of the policy on security-based compensation arrangements of the TSX) with such participant(s), may be:

 

a) reserved for issue to participants who are insiders shall not exceed 10% of the number of Common Shares then outstanding;
b) issued to participants who are insiders within a one-year period shall not exceed 10% of the number of Common Shares then outstanding;
c) issued to any one participant who is an insider and the associates of such participant within a one-year period shall not exceed 5% of the number of Common Shares then outstanding; and
d) reserved for issue to any one participant shall not exceed 5% of the number of Common Shares then outstanding.

 

For purposes of paragraphs (a) through (d) above, the number of Common Shares then outstanding means the number of Common Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable option, excluding Common Shares issued pursuant to share compensation arrangements over the preceding one-year period. If options are exercised, or are surrendered, terminate or expire without being exercised in whole or in part, the Common Shares which were the subject of such options may again be made subject to an option.

 

Exercise Price - The exercise of an option under the Stock Option Plan is determined by the Directors at the time the option is granted, provided that such price can be not less than the market price (being the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the date of grant) as of the date of the grant of such option.

 

19

 

Cashless Exercise - The Stock Option Plan contains a cashless exercise feature whereby an option that is eligible for exercise may be exercised on a cashless basis instead of a participant making a cash payment for the aggregate exercise price of the options. When a participant elects the cashless exercise of options by providing the prescribed form of notice of cashless exercise to the Company specifying the number of options to be exercised for cash, the exercise price of the options is advanced by an independent brokerage firm, the advance is deducted from the proceeds of sale of the Common Shares issued on exercise, and the remaining proceeds or Common Shares are paid to the participant after deducting any withholding tax or other withholding liabilities.

 

Term and Expiry Dates - The maximum term of options granted under the Stock Option Plan is 10 years. The expiry date of an option is the later of: a specified expiry date and, where a blackout period is self imposed by the Company and the specified expiry date falls within, or immediately after, the blackout period, the date that is 10 trading days following the end of such blackout period. Should an option expire immediately after a blackout period self imposed by the Company, the blackout expiration term will be reduced by the number of days between the option expiration date and the end of the blackout period.

 

Termination of Options – In the event if a participant dies, the option is exercisable by the person(s) to whom the rights of the participant shall pass for a period of one year from the date of the participant’s death or prior to the expiration of the original term of such option, whichever is sooner, to the extent that participant was entitled to exercise the option at such time, subject to the provisions of any employment contract. All options held by a participant whose office or employment is terminated for cause cease to be exercisable as of the date of such termination. If a participant ceases to be eligible under the Stock Option Plan for any reason other than for cause or by virtue of death, options can be exercised by such participant for a period of 30 days or prior to the original expiry date of the option, whichever is sooner, subject to the provisions of any employment contract.

 

Capital Changes, Corporate Transactions, Take-Over Bids and Change of Control – The Stock Option Plan contains provisions for the treatment of options in relation to capital changes and with regard to amalgamations, consolidations or mergers. The Stock Option Plan provides that if the Company is subject to a bona-fide take-over bid or a change of control (as defined therein) occurs, all Common Shares subject to options immediately become vested and may thereupon be exercised in whole or in part by a respective participant and that the Directors may accelerate the expiry date of outstanding options in connection with such take-over bid.

 

20

 

 

Amendment – Any amendment, modification, or change of any provision of the Stock Option Plan is subject to the approval, if required, by any regulatory body having jurisdiction. The Stock Option Plan permits the Directors to amend, modify and change the provisions of an option or the Stock Option Plan without obtaining approval of shareholders in the following circumstances:

 

a) changes of a clerical nature;
b) changes to the vesting provisions of options or the Stock Option Plan;
c) changes to the termination provisions of an option or the Stock Option Plan which do not entail an extension beyond the original expiry date of the option or the Stock Option Plan;
d) the addition of a cashless exercise feature payable in cash or securities, provided that such feature provides for the full deduction of the number of Common Shares from the number of Common Shares reserved under the Stock Option Plan;
e) any other amendments of a non-material nature which are approved by the TSX; and
f) amendments deemed by the Board to be necessary or advisable because of any change in applicable securities laws or other laws.

 

Under the Stock Option Plan, the Directors are not, however, permitted to amend the exercise price of any option issued under the Stock Option Plan where such amendment reduces the exercise price of such option, and the Stock Option Plan further provides that all amendments, modifications, or changes not outlined immediately above shall only be effective upon approval of the shareholders of the Company.

 

Assignability – No rights under the Stock Option Plan and no option awarded pursuant to it are assignable or transferrable by any participant other than pursuant to a will or by the laws of descent and distribution.

 

Termination of Plan – The Stock Option Plan may be terminated at any time by the Directors. Notwithstanding any such termination, any option outstanding under the Stock Option Plan remains in effect until such option has been exercised, has expired, has been surrendered to the Company or has been terminated.

Burn Rate – The Stock Option Plan burn rate for each of the three most recently completed fiscal years is set out below:

 

Stock Option Plan  
Year End     Options Granted     Weighted Average
Shares Outstanding
    Burn Rate(1)  
2018       5,220,000       216,893,422       2.4 %
2017       4,512,500       184,009,046       2.5 %
2016       5,456,000       173,972,323       3.1 %

 

(1) Annual burn rate is expressed as a percentage and is calculated by dividing the number of securities granted under the plan by the weighted average number of securities outstanding for the applicable fiscal year.

 

Compensation Consultants

 

No compensation consultant or advisor has, at any time since the beginning of the Company's most recently completed financial year, been retained to assist the Board or Compensation Committee in determining compensation for any of the Company's Directors and executive officers. On an annual basis the Company conducts an in-house review of the publicly available compensation paid to NEOs or their nearest equivalent for approximately 15-20 peers, the list of peers being derived from a published brokerage report for the sector that listed approximately 40 exploration and development companies, which in 2018 was then reduced to 16 based on market capitalizations ranging from 50% to 200% of the Company’s market capitalization. The Compensation Committee met in February 2019 to consider the results of the 2018 peer review and concluded that there would be no general adjustment to the compensation framework for NEOs, but some individual’s compensation was adjusted as a result of the peer review.

 

 

21

 

Compensation Risk Considerations

 

The Board considers the implications of the risks associated with the Company’s compensation policies and practices when determining rewards for its officers and Directors.

 

In order to assist the Board in fulfilling its oversight responsibilities with respect to risk management in terms of the Company’s compensation structure, the Compensation Committee reviews, on at least an annual basis, the Company’s compensation policies and practices. As part of such review process, the Compensation Committee endeavours to identify any practices that may encourage a Director, officer or employee to expose the Company to unacceptable or excessive risk.

 

Executive compensation is comprised of both short-term compensation in the form of a base salary, and the STIP (i.e. incentive cash bonuses) and LTIP (i.e. grants of incentive stock options). This structure ensures that a significant portion of executive compensation is both long-term and "at risk" and, accordingly, is directly linked to the achievement of business results and the creation of long term shareholder value.

 

As discussed above under the heading "Description of the Stock Option Plan", the Board also has the ability to set out vesting periods in each stock option agreement. As the benefits of such long-term compensation would not be realized by officers and Directors until a significant period of time has passed, the ability of such persons to take inappropriate or excessive risks that are beneficial to their personal compensation at the expense of the Company and the shareholders is limited. Furthermore, all elements of executive compensation are discretionary in nature. As a result, it is unlikely an officer would take inappropriate or excessive risks at the expense of the Company or the shareholders that would be beneficial to his/her short-term individual compensation when their long-term compensation might be put at risk from such actions.

 

Due to the relatively small size of the Company and its current management group, the Board is also able to closely monitor and consider any risks which may be associated with the Company’s compensation policies and practices. Risks, if any, may also be identified and mitigated through regular Board meetings during which financial and other information of the Company is regularly reviewed.

 

The Compensation Committee currently believes that the Company's compensation policies do not encourage NEOs or individuals at principal business units or divisions of the Company to take inappropriate or excessive risks. The Company's compensation policies are structured such that there are generally restrictions on the maximum payout of the variable components of compensation as a percentage of salary in relation to performance bonuses and as maximum number of Common Shares issuable pursuant to an option granted under the Stock Option Plan.

 

The following components of the Company's compensation framework are specifically designed to mitigate against compensation-related risks:

 

· The Stock Option Plan provides that the maximum number of Common Shares which may be made subject to options under the Stock Option Plan at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis.

 

· Vesting periods under the Stock Option Plan are generally in four equal installments over a three-year period from the date of grant.

 

· Bonus payments to a NEO in any given year are capped as a maximum percentage of base salary, as described in the "Short Term Incentive Plan - Overall STIP Determination" section, above.

 

· Bonus payments are generally derived from performance against pre-approved annual objectives for both the Company and the individuals (except the President & CEO, who is only assessed against corporate objectives).

 

 

22

 

As of the date of this Information Circular, no risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

 

Financial Instruments

 

The Company has not adopted a formal policy prohibiting Named Executive Officers or Directors from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities of the Company granted as compensation or held, directly or indirectly, by such Named Executive Officers or Directors. As of the date of this Information Circular, the Company is not aware of any Named Executive Officer or Director having entered into such type of transaction.

 

Share Performance Graph

 

The following graph and table illustrates the Company’s cumulative (to December 31, 2018) shareholder return based on a $100 investment (since December 31, 2013) in the Company’s Common Shares compared to the cumulative return on a comparable investment in the S&P/TSX Composite Index and the Market Vectors Junior Gold Miners ETF ("GDXJ") for the same period, ended December 31, 2018, each such index as published by the TSX.

 

The year-end values of each index investment are based on share appreciation plus dividends paid in cash, with the dividends reinvested on the date they were paid (there have been no dividends paid in relation to the Common Shares). The calculations exclude trading commissions and taxes. Total shareholder returns from each investment can be calculated from the year-end investment values shown in the following graph.

 

TOTAL SHAREHOLDER RETURN COMPARISON
(Based on an initial investment of $100 on December 31, 2013 to December 31, 2018)

 

 

As previously noted, the Compensation Committee considers various factors in determining the compensation of the Named Executive Officers and Common Share performance is one performance measure that is reviewed and taking into consideration with respect to executive compensation. As a gold exploration company, the price of the Common Shares can be impacted by the market price of gold, which can fluctuate widely and be affected by numerous factors that are beyond the Company’s control. General and industry-specific market and economic factors may also affect the price of the Common Shares.

 

 

23

 

Share-based and Option-Based Awards

 

The process that the Company uses to grant option-based awards to executive officers is disclosed elsewhere in this Information Circular, including under "Stock Option Plan" and "Description of the Stock Option Plan" above.

 

Compensation Governance

 

The Company has a Compensation Committee, which is further described under the heading "Compensation Discussion and Analysis – Compensation Committee" above and under the sub-section "Compensation of Directors and Officers" under the heading "Corporate Governance Disclosure" below.

 

SUMMARY COMPENSATION TABLE

 

The following table (presented in accordance with National Instrument Form 51-102F6 - Statement of Executive Compensation) sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years of the Company in respect of each of the individuals comprised of persons acting as the Chief Executive Officer and the Chief Financial Officer for all or any portion of the most recently completed financial year, and each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, and each individual who would have satisfied these criteria but for the fact that individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of the most recently completed financial year (collectively the "Named Executive Officers" or "NEOs").

 

 

24

 

                          Non-Equity Incentive Plan
Compensation ($)
                 
NEO Name and
Principal Position
  Year     Salary
($)(1)
    Share-Based
Awards ($)
  Option-Based
Awards ($)
(2)
    Annual
Incentive Plans
    Long-term
Incentive Plans
  Pension Value ($)(3)     All Other
Compensation ($)
    Total
Compensation ($)
(1)
 
Stephen Quin,       2018       320,000     Nil     94,517        Nil (4)     Nil     Nil       Nil       414,517   
President and CEO     2017       320,000     Nil     183,389       Nil (4)     Nil     Nil       Nil       503,389  
      2016       320,000     Nil     419,454       Nil (4)     Nil     Nil       Nil       739,454  
Laurel Sayer, MGII     2018       278,662     Nil     63,554       75,815     Nil     12,015       Nil       430,046  
President (5)     2017       279,070     Nil     115,273       63,999     Nil     11,163       Nil       469,505  
      2016       81,979     Nil     542,760       22,186     Nil     Nil       Nil       646,924  
John Meyer, VP       2018       265,701     Nil     50,517       63,300     Nil     10,628       Nil       390,146  
 Development     2017       266,090     Nil     91,695       52,835     Nil     10,644       Nil       421,263  
      2016       271,523     Nil     32,427       90,504     Nil     10,861       Nil       405,315  
Robert Barnes,     2018       240,103     Nil     50,517       53,989     Nil     10,527       Nil       355,136  
COO (6)     2017       249,703     Nil     94,315       54,068     Nil     9,988       Nil       408,074  
      2016       283,113     Nil     32,427       84,636     Nil     11,325       Nil       411,500  
Darren Morgans, CFO     2018       220,000     Nil     50,517       47,965     Nil     Nil       Nil       318,482  
      2017       220,000     Nil     91,695       42,926     Nil     Nil       Nil       354,621  
      2016       220,000     Nil     32,427       57,758     Nil     Nil       Nil       310,185  
Anne Labelle, VP     2018       67,646     Nil     50,517       Nil     Nil     Nil       293,370       411,534  
Legal & Sustainability (7)     2017       245,000     Nil     91,695       48,470     Nil     Nil       Nil       385,165  
      2016       245,000     Nil     32,427       63,009     Nil     Nil       Nil       340,436  

 

(1) All compensation amounts awarded, earned, paid, or payable are reflected in Canadian Dollars, John Meyer, Bob Barnes and Laurel Sayer’s compensation is paid in USD and have been translated at the average exchange rate for the relevant year.
(2) The Company used the Black-Scholes model as the methodology to calculate the grant date fair value, and relied on the following the key assumptions and estimates for each calculation: expected dividend yield 0% (2017- 0% and 2016 – 0%), expected stock price volatility 64% (2017 – 66% and 2016 – 65%),weighted average risk free interest rate 2.1% (2017 – 1.2% and 2016 – 0.7% ), and expected life of options of 5 years (2017 – 5 years and 2018 – 5 years). The Company chose this methodology as it is the standard for exploration companies in Canada and has been consistently applied by the Company for valuing option based awards by the Company since inception.
(3) Mr. Barnes, Ms. Sayer and Mr. Meyer received contributions from the Company to their 401(k) plans.
(4) Mr. Quin’s performance evaluation for 2018, 2017 and 2016 resulted in the board approving amounts of $123,677, $98,004 and $159,191 respectively under the annual incentive plan; however, Mr. Quin elected to forgo all of his proposed annual incentive bonus payments. In 2018, 2017 and 2016 the Company elected to donate the amount forgone by Mr. Quin to charity in the Company’s name.  
(5) Ms. Sayer was appointed as President & CEO of Midas Gold Idaho, Inc. (“MGII”, a wholly owned subsidiary of Midas Gold Corp) on September 20, 2016. Immediately prior to such appointment, Ms. Sayer was a director of Midas Gold Corp. The above compensation only relates to Ms. Sayer’s capacity as an executive.
(6) Mr. Barnes retired as COO of the Corporation on February 28, 2018, however remained with the Corporation in other capacities.
(7) Ms. Labelle left the Corporation as an employee on March 15, 2018 and her other compensation represents her severance payments.

 

 

25

 

 

Incentive Plan Awards

 

Named Executive Officers are eligible for grants of stock options under the Company’s LTIP though the Stock Option Plan. For details of the Company’s LTIP and Stock Option Plan, see "Long Term Incentive Plan" and "Stock Option Plan" above.

 

The Company does not currently have an equity award plan that provides compensation based on achievement of certain performance goals or similar conditions within a specified period, or a share-based award plan under which equity-based instruments that do not have option-like features, can be issued.

 

Outstanding Share-Based Awards and Option-Based Awards

 

The following table sets forth information concerning all awards outstanding at the year ended December 31, 2018, including awards granted before the most recently completed financial year, to each of the Named Executive Officers:

 

      Option-Based Awards     Share-Based Awards

Name 

   

Number of Securities Underlying Unexercised Options

(#) (2) 

     

Option Exercise Price

($) 

   

Option Expiration Date 

   

Value of Unexercised In-The-Money Options (1)

($)

   

Number of Shares or Units Of Shares That Have Not Vested

(#)

 

Market or Payout Value of Share-Based Awards That Have Not Vested

($)

 

Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)

Stephen Quin, President and CEO (3)    

260,000

 

67,500

 

1,060,000

 

350,000

 

290,000

     

0.46

 

0.31

 

0.66

 

0.89

 

0.59

    January 6, 2020
 
January 6, 2021
 
April 19, 2021
 
January 5, 2022
 
January 4, 2023
    623,675     n/a   n/a   n/a
Laurel Sayer, MGII President (4)    

97,500

 

65,000

 

30,000

 

15,000

 

500,000

 

600,000

 

220,000

 

195,000

     

0.46

 

0.31

 

0.39

 

0.66

 

0.88

 

0.92

 

0.89

 

0.59

    January 6, 2020
 
January 6, 2021
 
March 21, 2021
 
April 19, 2021
 
Sep 19, 2021
 
Sep 30, 2022
 
January 5, 2022
 
January 4, 2023
    264,150     n/a   n/a   n/a
John Meyer, VP Development    

80,000

 

130,000

 

45,000

 

135,000

 

30,000

 

175,000

 

155,000

     

0.72

 

0.46

 

0.42

 

0.31

 

0.66

 

0.89

 

0.59

    January 8, 2019
 
January 6, 2020
 
May 25, 2020
 
January 6, 2021
 
April 19, 2021
 
January 5, 2022
 
January 4, 2023
    274,850     n/a   n/a   n/a
Robert Barnes, COO (5)    

100,000

 

160,000

 

65,000

 

135,000

 

30,000

 

180,000

 

155,000

     

0.72

 

0.46

 

0.42

 

0.31

 

0.66

 

0.89

 

0.59

    January 8, 2019
 
January 6, 2020
 
May 25, 2020
 
January 6, 2021
 
April 19, 2021
 
January 5, 2022
 
January 4, 2023
    305,800     n/a   n/a   n/a

 

 

26

 

      Option-Based Awards     Share-Based Awards

Name

   

Number of Securities Underlying Unexercised Options

(#) (2)

     

Option Exercise Price

($)

   

Option Expiration Date

   

Value of Unexercised In-The-Money Options (1)

($)

   

Number of Shares or Units Of Shares That Have Not Vested

(#)

 

Market or Payout Value of Share-Based Awards That Have Not Vested

($)

 

Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)

Darren Morgans, CFO    

130,000

 

45,000

 

135,000

 

30,000

 

175,000

 

155,000

     

0.46

 

0.42

 

0.31

 

0.66

 

0.89

 

0.59

    January 6, 2020
 
May 25, 2020
 
January 6, 2021
 
April 19, 2021
 
January 5, 2022
 
January 4, 2023
    255,650     n/a   n/a   n/a

Anne Labelle,

 

VP Legal & Sustainability (6)

 

   

130,000

 

45,000

 

33,750

 

30,000

 

175,000

 

155,000

     

0.46

 

0.42

 

0.31

 

0.66

 

0.89

 

0.59

    January 6, 2020
 
May 25, 2020
 
January 6, 2021
 
April 19, 2021
 
January 5, 2022
 
January 4, 2023
    189,838     n/a   n/a   n/a

 

(1) This amount is calculated based on the difference between the market value of the Common Shares underlying the options on December 31, 2018, which was $0.96, and the exercise or base price of the option. Such amount may not represent the amount that the respective Named Executive Officer will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on our several factors, including actual operating performance, share price fluctuations and the Named Executive Officer’s continued employment with the Company.
(2) All options granted have a five-year term and vest one quarter per year commencing on the grant date, except for 600,000 options granted to Ms. Sayer which have a six-year term and vest on successful permitting of the Project, with staggered vesting dates related to the timing of permit approval.

(3) In 2014, due to limited capacity for the Company to grant options, Mr. Quin waived his annual grant of options in order to provide a greater allocation to other employees. In 2016, Mr. Quin was granted additional options in recognition of his success in completing the financing in March 2016 and in order to better align his interests with those of the shareholders.
(4) Ms. Sayer was appointed President and CEO of MGII on September 30, 2016. The above option-based awards were granting in her capacity as an executive and a director prior to her ceasing to be a director of the Company on September 20, 2016. The 500,000 options were granted as an additional incentive to joining the Company and to better align Ms. Sayer with other executives who had been accumulating option grants over several years. The 600,000 option grant was an additional incentive and only become vested on successful permitting of the Project, with staggered vesting dates related to the timing of permit approval.

(5) Mr. Barnes retired as COO of the Corporation on February 28, 2018, however remained with the Corporation in other capacities.
(6) Ms. Labelle left the Corporation as an employee on March 15, 2018, however remained with the Corporation in other capacities

 

 

27

 

Value Vested or Earned During the Year

 

The value vested or earned during the most recently completed financial year of incentive plan awards granted to Named Executive Officers are as follows:

 

Name   Option-Based Awards -
Value Vested
During the Year
($)(1)
    Share-Based Awards -
Value Vested
During the Year
($)
  Non-Equity Incentive Plan Compensation -
Value Earned
During the Year
($)
Stephen Quin President and CEO     136,263     n/a   n/a
Laurel Sayer MGII President     13,200     n/a   n/a
John MeyerVP Development     23,100     n/a   n/a
Robert Barnes COO (2)       27,250     n/a   n/a
Darren Morgans CFO     23,100     n/a   n/a
Anne Labelle, VP Legal & Sustainability (3)       23,100     n/a   n/a

 

(1) This amount is the dollar value that would have been realized if the options or warrants had been exercised on the vesting date by calculating the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date. As all options and warrants were granted with an exercise price equal to market price, all such options carried a nil value on the initial vesting date of one-quarter of the options on the date of grant. Such amount may not represent the amount that the respective Named Executive Officer will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on our several factors, including actual operating performance, share price fluctuations and the Named Executive Officer’s continued employment with the Company.
(2) Mr. Barnes retired as COO of the Corporation on February 28, 2018, however remained with the Corporation in other capacities.
(3) Ms. Labelle left the Corporation as an employee on March 15, 2018, however remained with the Corporation in other capacities

 

PENSION PLAN BENEFITS

 

The Company does not have a pension plan or any defined contribution plan that provides for payments or benefits to the Named Executive Officers or directors at, following, or in connection with retirement. The Company does make matching contributions, with restrictions, to 401k plans for employees of Midas Gold Idaho, Inc.

 

TERMINATION AND CHANGE OF CONTROL BENEFITS

 

As of the date of this Information Circular, the Company has employment agreements with each of the Named Executive Officers, which includes compensation in the form of salary, bonuses, and option share awards as well as for payment or benefits in the event of termination of employment or change of control of the Company. In order to ensure the continued dedication of the Named Executive Officers, the Board has determined that it is in the best interests of the Company and its shareholders to provide the Named Executive Officers and certain other key employees with additional financial security in the event of certain terminations and or a change of control of the Company.

 

 

28

 

In the agreements, "change of control" is defined as the acquisition by any person or by any person and a person "acting jointly or in concert with" such person, as defined in MI 62-104 - Take-Over Bids and Issuer Bids, whether directly or indirectly, of voting securities which, when added to all other voting securities of the Company at the time held by such person or by such person and a person "acting jointly or in concert with" another person, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Company. "Good reason" means the occurrence, within 12 months of a change of control, of any of the following without the NEO’s written consent:

 

(i) a meaningful and detrimental change in the employee’s position, title, duties or responsibilities form those in effect immediately prior to a change of control;

 

(ii) a change in the principal head office of the employer to a location more than 50 kilometres from the then-current location of the principal head office of the Company;

 

(iii) any reduction in the employee’s salary or other remuneration; or

 

(iv) a demand by the Company that the employee cease working or providing services for remuneration to another entity where the Company and employee had previously agreed that the employee could engage in such activities, provided that a demand that the employee not increase the average monthly hours devoted to the third entity shall not constitute "good reason".

 

If, as the result of a "change of control" of the Company, if any of the NEO’s experience "good reason" as described above, each is entitled to a severance payment in lieu of notice as set out below:

 

NEO Salary Additional
Stephen Quin 24 months An amount equal to 130% of his annual salary in effect at the time of termination.
Laurel Sayer 12 months An amount equal to 40% of her annual salary in effect at the time of termination
John Meyer 12 months An amount equal to 35% of his annual salary in effect at the time of termination
Robert Barnes Mr. Barnes retired as COO of the Corporation on February 28, 2018, however remained with the Corporation in other capacities.  In his new capacity he is not entitled to severance.
Darren Morgans 12 months An amount equal to 35% of his annual salary in effect at the time of termination
Anne Labelle Ms. Labelle left the Corporation as an employee on March 15, 2018, however remained with the Corporation in other capacities.  In her new capacity she is not entitled to severance.

 

In the event of a change of control, all unvested incentive share options in the Company held by the NEO shall immediately vest and the incentive share options shall remain exercisable until the expiry of the original term.

 

At any time in circumstances where there is no cause for termination and no change of control, by the provision of written notice of termination from the Company, the Company is obligated to provide the terminated NEO with a lump sum severance payment, as set out in the table below:

 

NEO Payment amount
Stephen Quin (a)  24 months’ salary; and
(b)  an amount equal to 200% of the amount (if any) determined as payable to Mr. Quin under the annual incentive        plan during the last complete bonus year.
Laurel Sayer (a)  12 months’ salary; and
(b)  an amount equal to the amount (if any) determined as payable to Ms. Sayer under the annual incentive plan        during the last complete bonus year.
John Meyer (a)  12 months’ salary; and
(b)  an amount equal to the amount (if any) determined as payable to Mr. Meyer under the annual incentive plan during the last complete bonus year.

 

 

29

 

NEO Payment amount
Robert Barnes Mr. Barnes retired as COO of the Corporation on February 28, 2018, however remained with the Corporation in other capacities.  In his new capacity he is not entitled to severance.
Darren Morgans

(a)   12 months’ salary; and

(b)   an amount equal to the amount (if any) determined as payable to Mr. Morgans under the annual incentive plan during the last complete bonus year.

Anne Labelle Ms. Labelle left the Corporation as an employee on March 15, 2018, however remained with the Corporation in other capacities.  In her new capacity she is not entitled to severance.

 

If the NEO is terminated without cause, the NEO shall have 90 days from the last day of work to exercise any incentive share options of the Company that have vested as of the last day of work and which are unexercised as of the last day of work.

 

Estimated Incremental Payments on Change of Control

 

The table below sets out the estimated incremental payments, payables and benefits due to each of the NEO’s on termination on change of control assuming termination on December 31, 2018:

 

Name  

Base Salary

($)

   

Option-Based Awards

($)

   

All Other Compensation

($)

   

Total

($)

 
Stephen Quin     670,000                -       435,500       1,105,500  
Laurel Sayer(1)     300,124       -       120,050       420,174  
John Meyer(1)     279,661       -       97,881       377,542  
Robert Barnes     Mr. Barnes retired as COO of the Corporation on February 28, 2018, however remained with the Corporation in other capacities.  In his new capacity he is not entitled to severance.  
Darren Morgans     235,000       -       82,250       317,250  
Anne Labelle     Ms. Labelle left the Corporation as an employee on March 15, 2018, however remained with the Corporation in other capacities.  In her new capacity she is not entitled to severance.  

 

(1) Mr. Meyer and Ms. Sayer are compensated in USD and the above payments are translated at the USD: CAD exchange rate on December 31, 2018 of 1 : 1.3642.

 

DIRECTOR COMPENSATION

 

Under the Company's policies with regard to Director compensation, the Company’s executive Directors (as of the date of this Information Circular, Stephen Quin is the only executive Director) do not receive fees for Board service. In addition, Mr. Schiffrin and Mr. Kim, as nominees of Paulson & Co., elected to receive no directors’ fees or options. Ms. Donovan, as a nominee of Barrick, has also elected to not receive directors’ fees or options. The compensation for the non-executive Directors includes the following payments:

 

(i) a $22,080 annual cash retainer;
(ii) a $18,400 annual cash retainer for the Chairman of the Board;
(iii) a $11,500 annual cash retainer for the Chairman of the Audit Committee;
(iv) a $4,025 annual cash retainer for each Chairman of the Corporate Governance and Nominating Committee, Compensation Committee, and Environment, Health & Safety Committee;
(v) a $2,875 annual cash retainer for each member (excluding the Chairman) of the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Environment, Health and Safety Committee.

 

Payments are made quarterly to the Directors. Additionally, the Board may consider discretionary grants of stock options to non-executive Directors from time to time. The Company also reimburses Directors for all reasonable out-of-pocket costs incurred by them in connection with their services to the Company. No additional fees were paid to the members of the Special Committee.

 

 

30

 

The compensation described above was approved by the Compensation Committee of the Board effective January 1, 2018 after a review the directors’ fees paid to a group of comparable companies at the time. At a Compensation Committee meeting in November 2017, it was agreed that the US based independent non-executive directors (Mr. Allred and Mr. Bogert) would receive the above payments in nominal US dollars. This increase was effective October 1, 2017.

 

The table below sets out the amounts, before any withholdings, that each non-executive Director earned in fees and all other amounts of compensation during the year ended December 31, 2018 for his or her services as a Director:

 

Director
Name
  Fees
Earned
($)
    Share-Based Awards
($)
  Option Based Awards
($)
    Non-equity Incentive Plan Compensation
($)
  Pension Value
($)
    All Other Compensation
($)
  Total
($)
 
Keith Allred     38,839     n/a     26,072     n/a     n/a     n/a     64,911  
Michael Bogert (1)     20,689     n/a     26,072     n/a     n/a     n/a     46,761  
Jaimie Donovan (2)     nil     n/a     nil     n/a     n/a     n/a     nil  
Brad Doores (3)     11,010     n/a     40,464     n/a     n/a     n/a     51,474  
Mark Hill (4)     nil     n/a     nil     n/a     n/a     n/a     nil  
Marcelo Kim (5)     nil     n/a     nil     n/a     n/a     n/a     nil  
Peter Nixon     47,380     n/a     26,072     n/a     n/a     n/a     73,452  
Javier Schiffrin (5)     nil     n/a     nil     n/a     n/a     n/a     nil  
Donald Young     36,455     n/a     26,072     n/a     n/a     n/a     62,527  

 

(1) Mr. Bogert resigned from the Board on August 9, 2019 and was appointed as General Counsel for Midas Gold Idaho, Inc.

 

(2) Ms. Donovan was appointed to the Board on January 31, 2019 and has elected not to receive directors’ fees or option based awards.

 

(3) Mr. Doores was appointed to the Board on August 9, 2018.

 

(4) Mr. Hill was appointed to the Board on May 22, 2018 and resigned from the Board on January 31, 2019. During his appointment he elected not to receive directors’ fees or option based awards.

 

(5) Mr. Kim and Mr. Schiffrin have elected not to receive directors’ fees or option based awards.

 

Incentive Plan Awards

 

Under the Company's Stock Option Plan, Directors are eligible to receive stock options. As is the case with officers and employees, the purpose of granting such options is to assist the Company in attracting, retaining and encouraging the Directors and to closely align their personal interests to that of the shareholders of the Company.

 

See "Stock Option Plan" above for details regarding the Stock Option Plan.

 

 

31

 

 

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

 

The following table sets forth information concerning all awards outstanding at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the Directors who is not a Named Executive Officer:

 

      Option-Based Awards       Share-Based Awards  
    Number of
Securities
Underlying
Unexercised
Options(1,2)
      Option
Exercise
Price
    Option     Value of
Unexercised
In-The-Money
Options (3)
      Number of
Shares or
Units Of
Shares That
Have Not
Vested
      Market or
Payout
Value of
Share-Based
Awards That
Have Not
Vested
      Market or
Payout
Value of
Vested
Share-Based
Awards Not
Paid Out or
Distributed
 
Director Name     (#)       ($)     Expiration Date     ($)       (#)       ($)       ($)  
Keith Allred     97,500       0.46     January 6, 2020     148,500       n/a       n/a       n/a  
      65,000       0.31     January 6, 2021                                
      30,000       0.39     March 21, 2021                                
      15,000       0.66     April 19, 2021                                
      90,000       0.89     January 5, 2022                                
      80,000       0.59     January 4, 2023                                
Jaimie Donovan(4)     nil       n/a     n/a     nil       nil       nil       nil  
Brad Doores (5)     80,000       0.88     August 10, 2023     6,400       n/a       n/a       n/a  
Marcelo Kim (6)     nil       n/a     n/a     nil       nil       nil       nil  
Peter Nixon     40,000       0.72     January 8, 2019     141,850       n/a       n/a       n/a  
      65,000       0.46     January 6, 2020                                
      65,000       0.31     January 6, 2021                                
      30,000       0.39     March 21, 2021                                
      15,000       0.66     April 19, 2021                                
      90,000       0.89     January 5, 2022                                
      80,000       0.59     January 4, 2023                                
Javier Schiffrin (6)     nil       n/a     n/a     nil       nil       nil       nil  
Donald Young     65,000       0.31     January 6, 2021     99,750       n/a       n/a       n/a  
      30,000       0.39     March 21, 2021                                
      15,000       0.66     April 19, 2021                                
      90,000       0.89     January 5, 2022                                
      80,000       0.59     January 4, 2023                                

 

(1) All options awarded January 8, 2014, vest one-third per year commencing on January 8, 2014, and have a five-year term.
(2) All options awarded subsequent to January 8, 2014, vest one-quarter per year commencing on grant date and have a five-year term.
(3) This amount is calculated based on the difference between the market value of the securities underlying the options at the end of the most recently completed financial year, which was $0.96, and the exercise or base price of the option. Such amount may not represent the amount that the respective Director will actually realize from the awards. Whether, and to what extent, a Director realizes value will depend on our several factors, including actual operating performance, share price fluctuations and the Director's continued membership on the Board.
(4) Ms. Donovan was appointed to the Board on January 31, 2019 and has elected not to receive directors’ fees or option based awards.
(5) Mr. Doores was appointed to the Board on August 9, 2018.
(6) Mr. Schiffrin and Mr. Kim have elected not to receive directors’ fees or option based awards.

 

32

 

Incentive Plan Awards - Value Vested or Earned During the Year

 

The value vested or earned during the most recently completed financial year of awards granted to each of the Directors who is not a Named Executive Officer are as follows:

 

Director Name   Option-Based Awards -
Value Vested
During The Year
($)
(1)
    Share-Based Awards -
Value Vested
During the Year
($)
    Non-Equity Incentive Plan
Compensation -
Value Earned
During the Year
($)
 
Keith Allred     13,200       n/a       n/a  
Michael Bogert (2)     113       n/a       n/a  
Jaimie Donovan(3)     nil       n/a       n/a  
Brad Doores (4)     nil       n/a       n/a  
Mark Hill (5)     nil       n/a       n/a  
Marcelo Kim (6)     nil       n/a       n/a  
Peter Nixon     12,225       n/a       n/a  
Javier Schiffrin(6)     nil       n/a       n/a  
Donald Young     12,225       n/a       n/a  

 

(1) This amount is the dollar value that would have been realized if the options had been exercised on the vesting date by calculating the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date. As all options were granted with an exercise price equal to market price, all such options carried a nil value on the initial vesting date. Such amount may not represent the amount that the respective Director will actually realize from the awards. Whether, and to what extent, a Director realizes value will depend on our several factors, including actual operating performance, share price fluctuations and the Director's continued membership on the Board.
(2) Mr. Bogert resigned from the Board on August 9, 2019 and was appointed as General Counsel for Midas Gold Idaho, Inc., the above amounts only represent his services as a director.
(3) Ms. Donovan was appointed to the Board on January 31, 2019 and has elected not to receive directors’ fees or option based awards
(4) Mr. Doores was appointed to the Board on August 9, 2018.
(5) Mr. Hill was appointed to the Board on May 22, 2018 and resigned from the Board on January 31, 2019. During his appointment he elected not to receive directors’ fees or option based awards.
(6) Mr. Schiffrin and Mr. Kim have elected not to receive directors’ fees or option based awards.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year.

 

33

 

Plan Category  

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights

(a)

   

Weighted-average
exercise price of
outstanding options,
warrants and rights

(b)

   

Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))

(c)

 
Equity compensation plans approved by securityholders     16,684,075     $ 0.70       6,797,194  
Equity compensation plans not approved by securityholders     Nil       n/a       n/a  
Total     16,684,075     $ 0.70       6,797,194  

 

The only compensation plan under which equity securities of the Company are authorized for issuance is the Stock Option Plan. As noted under the heading "Stock Option Plan" above, the Company's Stock Option Plan was adopted by the Board of directors on July 6, 2011, prior to the completion of the Company's initial public offering and listing on the TSX, which completed on July 14, 2011, and subsequently amended by the Directors in 2012 to add a cashless exercise feature and received securityholder approval at the Company's 2014 and 2017 Annual General Meetings.

 

The section entitled "Incentive Plan Awards" above contain further information regarding options granted to the Named Executive Officers and non-executive Directors under the Stock Option Plan as at the end of the financial year ended December 31, 2018.

 

Subsequent to year end, an additional 4,365,000 options were granted to employees and of the Company.

 

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

 

As at March 26, 2019, there was no indebtedness, other than routine indebtedness as defined under applicable securities laws, outstanding of any current or former executive officer, Director, or employee of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

 

No individual who is, or at any time during the financial year ended December 31, 2018, was a Director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons:

 

(i) is or at any time since the beginning of the most recently completed financial year has been, indebted, other than routine indebtedness as defined under applicable securities laws, to the Company or any of its subsidiaries; or

 

(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, in relation to a securities purchase program or other program.

 

34

  

STAKEHOLDER COMMUNICATIONS

 

Stakeholders may communicate with the Company by contacting the Corporate Secretary at the Company’s head office address or through the Company’s website and, if a stakeholder so requests, comments in writing provided by stakeholders will be forwarded to the independent Directors. Stakeholders should be prepared to identify themselves as a condition to having their comments forwarded to the independent Directors.

 

The Board of Directors reviews the Company’s significant communications with investors and the public, including the Company’s annual audited financial statements, quarterly unaudited financial statements, management’s discussion and analysis, annual information forms, and management information proxy circulars.

 

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

 

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and, to the knowledge of the Company, no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of Directors or the appointment of auditors, with the exception of the approval of the Stock Option Plan pursuant to the policies of the TSX. See "Particulars of Other Matters to be Acted Upon – Approval of the Company’s Evergreen Stock Option Plan" for further information.

 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

 

No informed person (as defined in National Instrument 51-102) or proposed Director of the Company and, to the knowledge of the Company, no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries.

 

MANAGEMENT CONTRACTS

 

No management functions of the Company or any subsidiaries are performed to any substantial degree by a person other than the Directors, executive officers or full-time employees of the Company.

 

Corporate Governance Disclosure

 

National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. National Instrument 58-101 - Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices, which such disclosure for the Company is set out below.

 

Independence of Members of Board

 

The Company's Board currently consists of eight (8) Directors, all of whom are standing for re-election at the Meeting. The majority of the Directors are independent, including the Chairman, Peter Nixon. The Board has made an affirmative determination that four (4) of the Directors are independent based upon the applicable tests for independence set forth in National Instrument 52-110 – Audit Committees. With the exception of Stephen Quin, Marcelo Kim, Javier Schiffrin and Jaimie Donovan, the Board has determined that all other Directors are independent of management and free from any interest and any business which could materially interfere with their ability to act as a director with a view to the best interests of the Company. In reaching this determination, the Board considered the circumstances and relationships with the Company of each of its Directors. In determining that all Directors (except each of Mr. Quin, Mr. Schiffrin, Ms. Donovan and Mr. Kim) are independent, the Board took into consideration the fact that each of the other Directors is not an officer or employee of the Company, a former officer or employee, or a party to any material contract with the Company and that none receive remuneration from the Company in excess of Directors’ fees and stock option grants. Mr. Quin is not considered independent as he has a material relationship with the Company due to being an executive officer (President and CEO) of the Company. Mr. Kim and Mr. Schiffrin are not considered independent as they are both Partners at Paulson, which the Board has determined has a material relationship with the Company. Ms. Donovan is not considered independent as she is an employee of Barrick Gold, which the Board has determined has a material relationship with the Company. Mr. Schiffrin, Mr. Kim and Ms. Donovan have all waived Director’s fees and stock option grants. As disclosed under the heading "Principal Holders of Voting Shares", Paulson purchased Notes under the Offering, which such Notes are convertible to acquire up to approximately 35.1% of the currently issued and outstanding Common Shares on a partially diluted basis (assuming conversion of only Paulson’s Notes). Paulson also have certain rights pursuant to the Investor Rights Agreement. Barrick Gold purchased 19.9% of the Company’s shares in May 2017.

 

35

  

The size of the Company is such that all the Company’s operations are conducted by a small management team, one of whom (the President and CEO, Stephen Quin) is also on the Board. The independent Directors exercise their responsibilities for independent oversight of management through their majority control of the Board. In addition, the Board has separate roles for the Chairman of the Board, Mr. Nixon, and the President and Chief Executive Officer, Mr. Quin.

 

The independent Directors meet regularly and hold private sessions without the presence of the non-independent Director and management. During the financial year ended December 31, 2018, 35 such private sessions were held (including board, standing committee and Special Committee meetings). The independent Directors are also encouraged to meet at any other time they consider necessary without any members of management, including the non-independent Director, being present. Further supervision is performed through the Board’s four standing committees, three of which are composed entirely of non-executive, independent Directors and all of which meet regularly without management being in attendance. The Board’s four standing committees are as follows: the Audit Committee; the Compensation Committee; the Corporate Governance and Nominating Committee; and the Environmental, Health and Safety Committee. The Audit Committee also meets with the Company's external auditors without management being in attendance.

 

To promote the exercise of independent judgment by Directors in considering transactions and agreements, any director or officer who has a material interest in the matter being considered would not be present for discussions relating to such matter and would not participate in any vote on such matter.

 

Participation of Directors in Other Reporting Issuers

 

The participation of the Directors in other reporting issuers (or the equivalent in a foreign jurisdiction) is described in the tables provided under the section entitled "Election of Directors" in this Information Circular.

 

 

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Participation of Directors in Board Meetings

 

During the financial year ended December 31, 2018, 35 Board and standing committee meetings were held. The attendance record of each director, in their capacity as a director, for Board and standing committee meetings held in 2018 was as follows:

 

Director   Board
Meetings
Attended
  Audit
Committee
Meetings
Attended
  Compensation
Committee
Meetings
Attended
  Corporate
Governance
and
Nominating
Committee
Meetings
Attended
  Environmental,
Health, and
Safety
Committee
Meetings
Attended
  Total
Number
of
Meetings
Attended
  Attendance Record  
Non-Independent                              
Stephen Quin
President & CEO
  14 of 14
100%
  n/a(1)   n/a(1)   n/a(1)   4 of 4
100%
  17 of 17     100%  
Victor Flores(2)   3 of 3
100%
  n/a   n/a   n/a   2 of 2
100%
  5 of 5     100%  
Javier Schiffrin(3)   11 of 11
100%
  n/a   n/a   n/a   1 of 1
100 %
  12 of 12     100%  
Marcelo Kim(4)   14 of 14
100%
  n/a   1 of 1
100%
  n/a   4 of 4
100%
  18 of 18     100%  
Mark Hill (5)   4 of 5
80%
  n/a   0 of 1
0%
  n/a   0 of 1
0%
  4 of 7     57%  
Jaimie Donovan(6)   n/a   n/a   n/a   n/a   n/a   n/a     n/a  
Independent                                
Keith Allred(7)   14 of 14
100 %
  4 of 4
100%
  5 of 5
100%
  8 of 8
100%
  3 of 3
100%
  34 of 34     100%  
Michael Bogert (8)   8 of 8
100%
  n/a   4 of 4
100%
  6 of 6
100%
  n/a   18 of 18     100%  
Brad Doores(9)   5 of 5
100 %
  n/a   1 of 1
100%
  2 of 2
100%
  n/a   8 of 8     100%  
Peter Nixon   14 of 14
100%
  4 of 4
100%
  n/a(1)   8 of 8
100%
  n/a(1)   26 of 26     100%  
Donald Young   14 of 14
100%
  4 of 4
100%
  5 of 5
100%
  n/a   n/a   19 of 19     100%  

 

(1) Mr. Nixon and Mr. Quin as guests, attended, committee meetings in addition to the committees of which they are members. In total, Mr. Quin and Mr. Nixon attended 35 of 35 committee and Board Meetings.
(2) Mr. Flores resigned from the Board on March 21, 2018.
(3) Mr. Schiffrin was appointed to the Board on March 21, 2018 and to the EH&S Committee on September 17, 2018.
(4) Mr. Kim was appointed to the Compensation Committee on September 17, 2018.
(5) Mr. Hill was appointed to the Board on May 22, 2018 and resigned from the Board on January 31, 2019. Mr. Hill was appointed to the CG&N Committee on September 17, 2018.
(6) Ms. Donovan was appointed to the Board on January 31, 2019 and was appointed to the CG&N Committee on February 21, 2019
(7) Mr. Allred left the EH&S Committee on September 17, 2018, due to the appointment of the Barrick nominee to the Committee.
(8) Mr. Bogert resigned from the Board, CG&N Committee and Compensation Committee on August 8, 2018.
(9) Mr. Doores was appointed to the Board on August 10, 2018 and to the Compensation and Corporate Governance & Nominating Committees on September 17, 2018.

 

Summary of 2018 Meetings


The following Board and committee meetings were held during the year ended December 31, 2018:

 

Full Board – 14 Meetings

 

Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors – 14

 

Audit Committee – 4 Meetings

 

Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors – 4

 

Compensation Committee – 5 Meetings

 

Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors – 5

 

Corporate Governance and Nominating Committee – 8 Meetings

 

Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors– 8

 

Environmental, Health, & Safety – 4 Meetings

 

Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors – 4

 

 

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Board Mandate

 

The Board has adopted a Board Mandate, the text of which is attached as Appendix I to this Information Circular.

 

Position Descriptions

 

The Board has adopted written position descriptions for the Chief Executive Officer, the Chairman of the Board, and for the Chair of each standing committee.

 

Orientation and Continuing Education

 

The Chairman of the Company takes primary responsibility for the orientation and continuing education of Directors. The Corporate Governance and Nominating Committee is also responsible for determining appropriate orientation and education programs for new Board members. New Directors are provided with an overview of their role as a member of the Board and its committees, and the nature and operation of the Company’s business and affairs. New Directors are provided with opportunities to visit the Company’s operations and have discussions with the Company’s operating personnel. New Directors also have the opportunity to discuss the Company’s affairs with legal counsel as well as the representatives of the Company’s external auditors.

 

All Board members are provided with a monthly management report which details the Company’s business results and operations and senior management regularly makes presentations to the full Board on the main areas of the Company’s business. Board members have full access to the Company's records.

 

To help ensure that Directors maintain the skill and knowledge necessary to meet their obligations as Directors, Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and to visit the Company’s operations.

 

All Board members are provided with the Company’s Board policy manual, including all corporate governance policies, the Board’s mandate, charters of each of the committees, Board and committee chair position descriptions, corporate policies and other relevant information. The Board also has access to publicly-filed documents of the Company, including technical reports and financial information and access to management, consultants, and technical experts, should the need arise.

 

All Board members have been to the Stibnite Gold Project site and it is the Company’s intention to hold one of its quarterly board meetings at the site each year to provide the Directors with additional and on-going exposure to the Stibnite Gold Project site.

 

Ethical Business Conduct

 

The Board views good corporate governance as an integral component to the success of the Company and crucial to meet the Company's responsibilities to shareholders and other stakeholders. All Directors, officers and employees of the Company are expected to maintain and enhance the Company’s standing as a vigorous and ethical member of the business community.

 

The Company and its employees, personally and on behalf of the Company, are required to comply with the laws, policies and other regulations applicable to the Company and its business, respect the protection of internationally proclaimed human rights and recognize the responsibility to observe those rights.

 

Accordingly, the Board has adopted a Code of Conduct and Ethical Values Policy (the "Code"), which is posted on the Company’s website at www.midasgoldcorp.com and filed under the Company's profile at www.sedar.com. The Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the Board.

 

 

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It is ultimately the Board of Directors’ responsibility for monitoring compliance with the Code. The Board of Directors has delegated this responsibility to the Corporate Governance and Nominating Committee which, among other things, reviews the Code periodically. To date, no waivers of the Code have been granted nor has there been any material change report filed that pertains to any conduct of a Director or executive officer of the Company that constitutes a departure from the Code.

 

The Company has also established a Whistle-Blower Policy whereby the Board of Directors has delegated the responsibility of monitoring complaints regarding accounting, internal controls or auditing matters to the Audit Committee. Monitoring of accounting, internal controls and auditing matters, as well as violations of the law, the Code and other Company policies or directives, occurs through the reporting of complaints and concerns through an anonymous whistleblower hotline, via email, or through a secure Internet reporting service in accordance with the Company’s Whistle-Blower Policy. A copy of the Whistle-Blower Policy is available on the Company’s website at www.midasgoldcorp.com.

 

Certain of the Company's Directors serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings in other reporting companies and, to the extent that such other companies may participate in ventures in which the Company may participate, a Director may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Board, a Director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such Director will not participate in negotiating and concluding terms of any proposed transaction.

 

The Board also requires that Directors and executive officers who have an interest in a transaction or agreement with the Company to promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

 

Nomination of Directors

 

The Corporate Governance and Nominating Committee is responsible for identifying potential Board candidates. The Corporate Governance and Nominating Committee is composed entirely of non-executive, independent Directors. The Corporate Governance and Nominating Committee reviews the competencies and skills that the Company’s Board of Directors, as a whole, possesses; assesses potential Board candidates relative to perceived needs on the Board for required skills, expertise, independence and other factors; and recommends candidates for nomination, appointment, election and re-election to the Board. Members of the full Board and representatives of the mining industry are consulted for possible candidates.

 

The Company is committed to gender diversity on its Board of Directors, as well as at the senior level of management. (See "Policies Regarding the Representation of Women on the Board", "Consideration of the Representation of Women in the Director Identification and Selection Process" and "Consideration Given to the Representation of Women in Executive Officer Appointments" below for further information.) The board ensures, in the process of ongoing Board renewal and the continuing search for a diverse mix of talent and competency, that new appointments advance that commitment in a timely fashion.

 

Further to the above commitment, the Board will seek out candidates with common attributes such as integrity, intelligence, sound business judgement, independence of mind and the ability to learn and understand all aspects of the company's business. Recruits to the Board will also be highly qualified in their respective areas of expertise and possess a mix of skill and experience that, collectively, will allow the Board to function at a high level and add value to the enterprise.

 

The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Corporate Governance and Nominating Committee, as detailed in Appendix III to this Information Circular. The Corporate Governance and Nominating Committee is responsible for annually assessing Board performance, assessing the contribution of the Board, committees and all Directors annually, and planning for the succession of the Board. See "Board Committees" and Board Assessments" below for further information.

 

 

39

 

Compensation of Directors and Officers

 

The Compensation Committee, which is composed entirely of non-executive and independent Directors, is responsible for reviewing the adequacy and form of non-executive Directors’ and senior officers’ compensation to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective Director and senior officer. The Compensation Committee annually reviews the adequacy and form of the compensation of the Company’s senior officers' and non-executive Directors’ and makes recommendations to the Board with respect to the Company’s directorship fee structure and compensation.

 

The Compensation Committee has a written charter that sets out the committee’s responsibilities, structure and operations. Pursuant to its mandate, the Compensation Committee duties and responsibilities are as follows:

 

(a) to recommend to the Board compensation policies and guidelines for application to Midas Gold;
     
(b) to work with management so that Midas Gold has in place programs to attract and develop management of the highest calibre and a process to provide for the orderly succession of management;
     
(c) to review corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, in light of those goals and objectives, to recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer (provided, that notwithstanding the foregoing, the Committee shall approve all awards to the Chief Executive Officer pursuant to the Midas Gold stock option plan and any other plan that delegates to the Committee such authority) and to approve compensation for all other designated officers after considering the recommendations of the Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board;
     
(d) to implement and administer compensation policies approved by the Board concerning the following:
     
(i) executive compensation, contracts, stock plans or other incentive plans, including making awards of equity-based compensation and options, or where the plan or contract does not delegate to the Committee such authority, making recommendations to the Board regarding such awards; and,
     
(e) from time to time, to review the Company’s broad policies and programs in relation to benefits;
     
(f) to annually receive from the Chief Executive Officer recommendations concerning annual compensation policies and budgets, including stock options, for all employees;
     
(g) from time to time, to review with the Chief Executive Officer the Company’s broad policies on compensation for all employees and overall labour relations strategy for employees;
     
(h) to develop and monitor the overall approach to remuneration for the directors of Midas Gold and, subject to approval by the Board, to implement a remuneration program for the directors and the roles within the Board committees;
     
(i) to periodically review the adequacy and form of the compensation of directors so that the compensation realistically reflects the responsibilities and risks involved in being an effective director, and to report and make recommendations to the Board accordingly;
     
(j) to report regularly to the Board on all of the Committee’s activities and findings during that year;
     
(k) to develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors within a reasonable period of time following each annual general meeting of shareholders; and
     
(l) to review executive compensation disclosure before publicly disclosed.

 

 

40

 

See "Compensation Committee" under the "Statement of Executive Compensation" above for addition details regarding the Compensation Committee, including with regard to the engagement of any compensation consultant or advisor.

 

Board Committees

 

The Company has four standing committees: Audit, Compensation, Corporate Governance and Nominating, and Environmental, Health and Safety.

 

The primary function of the Audit Committee is to assist the Directors in fulfilling its oversight responsibilities with respect to the Company’s financial reporting and continuous disclosure; the Company’s systems of internal controls and financial reporting processes; and the review and appraisal of the performance and independence of the Company’s external auditors. The Audit Committee is composed entirely of non-executive, independent (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110, Audit Committees) Directors and each member meets the requirement of financial literacy as prescribed by the appropriate regulatory bodies.

 

The Compensation Committee, under the supervision of the Board, has overall responsibility for monitoring trends in compensation philosophy and practices, making recommendations regarding appropriate levels and types of executive compensation that are competitive and motivating in order to attract, hold and inspire the Chief Executive Officer, Chief Financial Officer other senior officers and other key employees, and for reviewing trends in compensation philosophy and practices for independent Directors and making recommendations in that regard. The Compensation Committee is comprised of a majority of non-executive, independent Directors and one non-independent Director.

 

The primary function of the Corporate Governance and Nominating Committee is to assist the Board of Directors by establishing and leading the process for identifying, recruiting, and recommending candidates for nomination, appointment, election and re-election to the Board; assessing Board performance; and determining appropriate orientation and education programs for new Board members. The Corporate Governance and Nominating Committee is comprised of a majority of non-executive, independent Directors and one non-independent Director.

 

Other than the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee, the Company also has an Environment, Health and Safety Committee, which is not currently composed entirely of independent members as Mr. Quin, an executive Director and Mr. Schiffrin and Mr. Kim, non-independent Directors, serve on such Committee.

 

The Environment, Health and Safety Committee reviews environmental, occupational health, safety and sustainable development reports of the Company; oversees the Company’s environmental and safety performance; and monitors and reviews current and future regulatory issues relating to the environment, health, safety and sustainable development and making recommendations on significant matters, where appropriate, to the Board.

 

Midas Gold is committed at all times to take into consideration the environment, health, safety and welfare of the communities in which it has operations, development and exploration activities and to strive to be legally compliant, and economically, environmentally, socially and ethically responsible. The Environmental, Health, and Safety Committee, under the supervision of the Board, has overall responsibility for overseeing the development and implementation of policies and procedures for ensuring a safe and healthy work environment.

 

Ad Hoc Special Committees

 

The Board does not have any other standing committees. From time to time, ad hoc special committees of the Board may be appointed. The primary function of a Special Committee is to efficiently consider and make recommendations to the full Board in respect of any potential future transaction involving a financing, business combination, acquisition or sale initiated by a third party in respect of the Company or its business and assets. The Special Committee is responsible for reviewing all aspects of any such transaction and making recommendations to the full Board with respect thereto, and was established as a separate special committee of the Board in order to ensure that all relevant facts, issues and associated transactions are reviewed and approved by Directors who are not subject to any conflict of interest and, as such, can consider transactions with the best interests of the Company and its shareholders exclusively in mind.

 

 

41

 

Board Assessments

 

The Board annually, and at such other times as it deems appropriate, will review the performance and effectiveness of the Board, the Directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review, the Board will conduct informal surveys of its Directors, receive an annual report from the Corporate Governance and Nominating Committee on its assessment of the functioning of the Board and reports from each committee respecting its own effectiveness. As part of the assessments, the Board or an individual committee may review its respective mandate or charter and conduct reviews of applicable corporate policies.

 

Director Term Limits and Other Mechanisms of Board Renewal

 

The Company has not adopted term limits for its Directors. The Company believes that term limits are an arbitrary mechanism for removing Directors and can result in highly qualified and experienced Directors forced out solely based on the length of their service. The Corporate Governance and Nominating Committee, however, reviews on at least an annual basis the size, composition, mandate and performance of the Board and the various committees of the Board, and makes recommendations for appointment, removal of Directors, or other adjustments as appropriate.

 

To ensure adequate renewal of the Board, the Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the Directors and the committees of the Board to determine whether changes in size, personnel or responsibilities are warranted or advisable. To assist in its review, the Board will conduct informal surveys of the Directors, receive an annual report from the Corporate Governance and Nominating Committee on its assessment of the functioning of the Board, and reports from each committee respecting each committee's own effectiveness.

 

As discussed above under "Board Assessments", as part of its annual review, the Board assesses the skills of its Board members in a variety of areas critical to the effective oversight of the Company. These assessments with regard to skills ensure that the Board possesses the requisite expertise, experience, and operational and business insight for the effective stewardship of the Company. As part of its assessment, the Board also considers, among other diversity factors, whether there are women on the Board and the committees.

 

The results of such assessments and surveys are reported to the Board and the Chairman, together with any recommendations from the Corporate Governance and Nominating Committee for improving the composition of the Board.

 

The Corporate Governance and Nominating Committee has considered whether to propose that the Board adopt term limits for directors and has determined not to do so after consideration of a number of factors, including the significant advantages associated with the continued involvement of long-serving directors who have gained a deep understanding of the Company's projects, operations and objectives during their tenure; the experience, corporate memory and perspective of such directors; the annual review processes performed by the Board and its committees; the professional experience, areas of expertise and personal character of members of the Board; and the current needs and objectives of the Company.

 

Policies Regarding the Representation of Women on the Board

 

The Company adopted a Diversity Policy during 2016 which sets forth the Company’s commitment and approach to achieving and maintaining diversity on its Board and in Executive Officer or Senior Management positions. In this Policy, diversity refers to all the characteristics that make individuals different from each other. It includes, but is not limited to, characteristics such as gender, geographical representation, education, skills and experience, ethnicity, age and personal circumstances.

 

 

42

 

The Corporate Governance and Nominating Committee has had considerable discussion regarding gender diversity and the benefits thereof and the Company is committed to gender diversity on the Board, as well as at the senior levels of management. The Board ensures, in the process of ongoing Board renewal and the continuing search for a diverse mix of talent and competency, that, where possible, new appointments will advance the Company 's commitment to diversity in a timely fashion.

 

Consideration of the Representation of Women in the Director and Executive Officer Identification and Selection Process

 

Board and Executive Officer Appointments

 

The Board, with the assistance of the Corporate Governance and Nominating Committee or any other person who identifies or nominates Board members or Executive Officers for appointment, will, in the process of identifying and considering candidates for appointment/election to the Board or to Executive Officer positions:

 

· review the Board skills & competencies assessments, developed and maintained to identify the skills and competencies required for the Board and to monitor how those requirements are currently satisfied, along with potential areas for growth and improvement;

 

· review the current list of potential candidates, developed and maintained to the extent feasible to address the diversity objectives of this Policy;

 

· consider candidates who are highly qualified based on their experience, professional expertise, personal skills, qualities and values;

 

· consider diversity criteria defined in this Policy and specifically the level of representation of women on the Board, in Executive Officer and Senior Management positions, in order to promote gender diversity;

 

· take into account that qualified candidates for Directors may be found in a broad range of organizations, including privately held businesses, profit and not-for profit associations, academic institutions and other entities in addition to the traditional candidate pool of corporate directors; and

 

· engage, where appropriate, qualified independent executive search firms to conduct searches for candidates, to help achieve the Company’s diversity objectives in relation to the Board and Executive Officer positions.

 

Senior Management Appointments

 

The Chief Executive Officer of Midas Gold, with the assistance of the Chief Executive Officer of Midas Gold Idaho Inc. (“MGII”), will, when identifying and considering the selection of candidates for appointment/promotion to Senior Management positions:

 

· consider candidates who are highly qualified based on their experience, professional expertise, personal skills, qualities and values;
     
· consider diversity criteria defined in this Policy and specifically the level of representation of women in Senior Management positions, in order to promote gender diversity;
     
· take into account that qualified candidates may be found in a broad range of organizations, including privately held businesses, profit and not-for profit associations, academic institutions and other entities in addition to the traditional candidate pool of corporate senior managers;
     
· engage, where appropriate, qualified independent executive search firms to conduct searches for candidates, to help achieve the Company’s diversity objectives in relation to Senior Management positions.

 

 

43

 

 

Issuer's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

 

The Company has not, at this time, established fixed targets in relation to any specific diversity characteristics, however; it aspires towards meaningful progress being achieved in future with respect to the number of women on the Board and in Executive Officer or Senior Management positions.

 

The Company believes that adopting such targets may unduly restrict its ability to nominate, select, hire or promote the best candidate for the position in question, however, the Company remains committed to an inclusive and diverse Board and workplace. The Company intends to continue to include gender and other diversity measures as among the factors that are considered when nominating directors and hiring executive officers.

 

Number of Women on the Board and in Executive Officer Positions

 

Of the Company's current Board of eight directors, there is one female director. Of the seven directors on the MGII Board, four are female.

 

Of the Company's three executive officers, there are currently no females. Laurel Sayer was appointed President & CEO of the Company’s wholly-owned operating subsidiary, MGII, in September 2016. The Company's Manager, Investor Relations and Corporate Secretary (Liz Monger), the Corporate Secretary of MGII (Tanya Nelson) and MGII’s VP External Affairs (Mckinsey Lyon), are women.

 

Directors’ and Officers’ Liability Insurance

 

The Company has purchased, at its expense, directors’ and officers’ liability insurance policies to provide insurance against possible liabilities incurred by them in their capacity as Directors and officers of the Company.  The policies provide coverage of up to $30 million per occurrence per policy year.  Claims under the policies are subject to a deductible of $50,000 per securities claim and $50,000 for all other occurrences.  The premiums for these policies for the year ended December 31, 2018, totaled $60,200.

 

AUDIT COMMITTEE INFORMATION

 

Information regarding the Company’s Audit Committee, together with a copy of the Audit Committee’s mandate, is contained in Audit Committee Information section of the Company’s most recently filed Annual Information Form filed under the Company’s profile on SEDAR at www.sedar.com. The Company has also included the Audit Committee’s mandate as Appendix II herein for ease of reference.

 

OTHER MATTERS

 

Management of the Company is not aware of any matter to come before the Meeting other than as noted immediately above or otherwise set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

 

 

43

 

Additional Information

 

Additional information regarding the Company is available at www.midasgoldcorp.com and on SEDAR at www.sedar.com. Shareholders may contact the Company at: Tel: (778) 724-4700; Fax: (604) 558-4700; or Email: info@midasgoldcorp.com, to request copies of the Company’s financial statements and MD&A.

 

Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year, which are available on SEDAR at www.sedar.com.

 

 

DATED this 26h day of March, 2019


BY ORDER OF THE BOARD

 

"Stephen Quin"

__________________________

Stephen Quin

President and CEO

 

 

 

 

APPENDIX i

 

 

 

BOARD MANDATE

 

A. INTRODUCTION

 

The Board of Directors (the “Board”) has a stewardship responsibility for the conduct of the business of Midas Gold Corp. (the “Corporation”) and the activities of management. Whereas management is responsible for the day-to-day conduct of the business, it is the role of the Board to provide oversight and direction regarding the Corporation’s strategic plan and long-term goals. The Board’s fundamental objectives are to enhance and preserve long-term shareholder value, to oversee that the Corporation meets its obligations on an ongoing basis and that the Corporation operates in a reliable and safe manner. In performing its functions, the Board should also consider the legitimate interests that its other stakeholders, such as employees, customers and communities, may have in the Corporation. In overseeing the conduct of the business, the Board, through the Chief Executive Officer, shall set the standards of conduct for the Corporation, and any of its subsidiary companies.

 

B. PROCEDURES AND ORGANIZATION

 

The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself. The Board retains the responsibility for managing its own affairs including selecting its Chair, nominating candidates for election to the Board and constituting committees of the Board. Subject to the Articles of the Corporation and the British Columbia Business Corporations Act (the “Act”), the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board. See Schedule A for the Corporation’s organizational chart and Roles & Responsibilities Matrix.

 

C. DUTIES AND RESPONSIBILITIES

 

The Board’s principal duties and responsibilities fall into a number of categories which are outlined below.

 

1. Legal Requirements

 

The Board is responsible for overseeing that management is in compliance with all regulatory requirements whereby all documents and records are prepared, approved, and maintained;

 

(a) The Board shall meet at least quarterly; and

 

(b) The Board has the statutory responsibility to:

 

(i) manage or, to the extent it is entitled to delegate such power, to supervise the management of the business and affairs of the Corporation by the senior officers of the Corporation;

 

(ii) act honestly and in good faith with a view to the best interests of the Corporation;

 

(iii) exercise the care, diligence and skill that reasonable, prudent people would exercise in comparable circumstances; and

 

(iv) act in accordance with its obligations contained in the Act and the regulations thereto, the Corporation’s Articles, securities legislation of each province and territory of Canada, and other relevant legislation and regulations.

 

 

 

 

2. Independence

 

The Board has the responsibility to put in place appropriate structures and procedures to permit the Board to function independently of management. The Board shall have a majority of independent directors as well as an independent Chair or an independent Lead Director, as the term “independent” is defined within the meaning of all applicable Canadian and U.S. securities laws and the rules of each stock exchange on which the Corporation’s securities are listed (collectively, the “Applicable Regulations”), except if and to the extent that the Applicable Regulations permit otherwise. In addition, each member of the Board and each member of each committee of the Board shall meet such other qualification requirements as may be set forth in the Applicable Regulations.

 

The Board shall annually make an affirmative determination as to the independence of each member of the Board under the Applicable Regulations.

 

Also, the Board will include an “in camera” session for the independent directors at each Board meeting, and the independent directors shall also meet as often as necessary in order to fulfill their responsibilities.

 

3. Strategy Determination

 

The Board has the responsibility to put in place long-term goals and a strategic planning process for the Corporation and to participate with management directly or through its committees in developing and approving the mission of the business of the Corporation and the strategic plan by which it proposes to achieve its goals, which strategic plan takes into account, among other things, the opportunities and risks of the Corporation’s business.

 

4. Managing Risk

 

The Board has the responsibility to identify and understand the principal risks of the business in which the Corporation is engaged, to achieve a proper balance between risks incurred and the potential return to shareholders, and to put in place systems which effectively monitor and manage those risks with a view to the long-term viability of the Corporation.

 

5. Division of Responsibilities

 

The Board has the responsibility to:

 

(a) appoint and delegate responsibilities to committees where appropriate to do so; and

 

(b) develop position descriptions for:

 

(i) the Board;

 

(ii) the Chairman;

 

(iii) the Chair of each Board Committee;

 

(iv) the Chief Executive Officer;

 

(v) the Chief Financial Officer;

 

(vi) the President.

 

 

 

 

To assist it in exercising its responsibilities, the Board hereby establishes four standing committees of the Board: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Environment, Health & Safety Committee. The Board may also establish other standing committees from time to time.

 

Each committee shall have a written mandate that clearly establishes its purpose, responsibilities, members, structure and functions. Each mandate shall be reviewed by both the committee itself and the Board regularly. The Board is responsible for appointing committee members.

 

6. Appointment, Training and Monitoring Senior Management

 

The Board has the responsibility:

 

(a) to appoint the Chief Executive Officer, to monitor and assess the Chief Executive Officer’s performance, to satisfy itself as to the integrity of the Chief Executive Officer, and to provide advice and counsel in the execution of the Chief Executive Officer’s duties;

 

(b) to develop or approve the corporate goals or objectives that the Chief Executive Officer is responsible for;

 

(c) based on the recommendation of the Compensation Committee of the Board, to approve the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer;

 

(d) to approve the appointment of all corporate officers, acting upon the advice of the Chief Executive Officer and to satisfy itself as to the integrity of such corporate officers;

 

(e) to review and discuss with management the Corporation’s leadership development and training program. Also, the Board will consult with management to put in place a management succession planning process. to adopt an orientation program for new directors. This program will include, but not be limited to, access to recent minutes of Board meetings, corporate documents, interviews with senior managers, and when appropriate, site visits.

 

(f) to create a culture of integrity throughout the Corporation;

 

(g) to communicate to management the Board’s expectations of management;

 

(h) to set out expectations and responsibilities of directors including attendance at meetings and review of meeting materials.

 

7. Policies, Procedures and Compliance

 

The Board has the responsibility:

 

(a) to oversee that the Corporation has in place policies and structures that lead the Corporation to operate at all times within applicable laws, regulations and our ethical standards; and

 

(b) to approve and monitor compliance with significant policies and procedures by which the Corporation is operated.

 

 

 

 

8. Reporting and Communication

 

The Board has the responsibility:

 

(a) based on the recommendations of the Corporate Governance and Nominating Committee of the Board, approve the nomination of new director nominees;

 

(b) to oversee that the Corporation has in place policies and programs to enable the Corporation to communicate effectively with its shareholders, other stakeholders and the public generally;

 

(c) to review and discuss the process whereby the financial performance of the Corporation is reported to shareholders, other security holders and regulators on an accurate, timely and regular basis;

 

(d) to review the procedures that management has put in place to facilitate the timely reporting of developments that have a significant and material impact on the value of the Corporation;

 

(e) to report annually to shareholders on its stewardship of the affairs of the Corporation for the preceding year; and

 

(f) to develop the Corporation’s approach to corporate governance and to develop a set of corporate governance principles and guidelines.

 

9. Monitoring and Acting

 

The Board has the responsibility:

 

(a) to monitor the Corporation’s progress towards it goals and objectives and to revise and alter its direction through management in response to changing circumstances;

 

(b) to take action when performance falls short of its goals and objectives or when other special circumstances warrant;

 

(c) to oversee the adequacy of the corporation’s control and information systems for the effective discharge of its responsibilities;

 

(d) to review the regular assessments of the Board conducted by the Corporate Governance and Nominating Committee;

 

(e) to review the risks of the Corporation and ensure adequate processes are in place to identify, monitor, mitigate and/or address the risks identified; and,

 

(f) to oversee the Corporation’s Anti-Bribery and Anti-Corruption Policy and monitor and review the processes that are in place to maintain compliance with the Extractive Sector Transparency Measures Act.

 

 

 

 

APPENDIX II

 

 

 

AUDIT COMMITTEE MANDATE

 

A. PURPOSE

 

The overall purpose of the Audit Committee (the “Committee”) of Midas Gold Corp. (the “Corporation”) is assist the board of directors (the “Board”) of the Corporation in fulfilling its oversight responsibilities for:

 

1. the integrity, quality and transparency of the Corporation’s financial statements;

 

2. the Corporation’s internal control over financial reporting;

 

3. the Corporation’s compliance with legal and regulatory requirements which relate to financial reporting;

 

4. the appointment (subject to shareholder ratification) of the Corporation’s external auditor and approval of its compensation as well as responsibility for its independence, qualifications and performance of all audit and audit related work; and

 

5. such other duties as assigned to it from time to time by the Board.

 

The function of the Committee is oversight. The members of the Committee are not full-time employees of the Corporation. The Corporation’s management is responsible for the preparation of the Corporation’s financial statements in accordance with applicable accounting standards and applicable laws and regulations. The Corporation’s external auditor is responsible for the audit and quarterly review, when applicable, of the Corporation’s financial statements in accordance with applicable auditing standards and laws and regulations.

 

In carrying out its oversight role, the Committee and the Board recognize that the Corporation’s management is responsible for:

 

1. implementing and maintaining suitable internal controls and disclosure controls;

 

2. the preparation, presentation and integrity of the Corporation’s financial statements; and,

 

3. the appropriateness of the accounting principles and reporting policies that are used by the Corporation.

 

B. COMPOSITION, PROCEDURES AND ORGANIZATION

 

1. The Committee shall consist of at least three members of the Board. The Board will appoint members to the Committee and the Committee will elect a Committee Chair from among the Committee’s membership.

 

2. The Board will ensure that the Chair of the Committee and its members are independent and financially literate, as defined in National Instrument 52-110 (“NI 52-110”).

 

 

 

 

3. The Committee will meet at least four times a year. The Chair of the Committee has the authority to convene additional meetings, as circumstances warrant. The Committee will invite members of management, the auditor or others to attend meetings and provide pertinent information, as necessary. The Committee will hold private meetings with each of the external auditor, and senior management. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.

 

4. No business shall be transacted by the Committee, except at a meeting where a majority of the members are present, either in person or by teleconference or video conference.

 

5. The Committee may:

 

(a) engage outside legal, audit or other counsel and/or advisors at the Corporation’s expense, without the prior approval of the directors of the Corporation;

 

(b) set and pay the compensation of any advisors employed by the Committee;

 

(c) review any corporate counsel’s reports of evidence of a material violation of security laws or breaches of fiduciary duty;

 

(d) seek any information it requires from employees – all of whom are directed to cooperate with the Committee’s request – or external party; and

 

(e) meet and/or communicate directly with the Corporation’s officers, the external auditor or outside counsel, as necessary.

 

6. The Committee’s business will be recorded in minutes of the Committee meetings, which shall be submitted to the Board. The Committee Secretary will normally be the Corporate Secretary.

 

C. ROLES AND RESPONSIBILITIES

 

The Committee will carry out the following duties and responsibilities:

 

1. Financial Statements and Related Disclosure Documents

 

The duties and responsibilities of the Committee as they relate to the financial statements and related disclosure documents are to:

 

(a) review and discuss with management and the external auditor, when the external auditor is engaged to perform an interim review, the interim and annual consolidated financial statements and the related disclosures contained in Management’s Discussion and Analysis and recommend these documents to the Board for approval, prior to the public disclosure of this information by the Corporation. Such discussion shall include:

 

(i) the external auditor’s judgment about the quality, not just the acceptability, of accounting principles applied by the Corporation;

 

(ii) the reasonableness of any significant judgments made;

 

(iii) the clarity and completeness of the financial statement disclosure;

 

(iv) any accounting adjustments that were noted or proposed by the external auditor but were not made (whether immaterial or otherwise); and

 

(v) any communication between the audit team and their national office relating to accounting or auditing issues encountered during their work.

 

 

 

 

(b) review and recommend approval to the Board of the following financial sections of:

 

(i) annual Report to shareholders;

 

(ii) Annual Information Form

 

(iii) prospectuses;

 

(iv) annual and interim press release disclosing financial results, when applicable; and,

 

(v) other financial reports requiring approval by the Board.

 

(c) review disclosures related to any insider and related party transactions.

 

2. Internal Controls

 

The duties and responsibilities of the Committee as they relate to internal and disclosure controls as well as financial risks of the Corporation are to:

 

(a) periodically review and assess with management and the external auditor the adequacy and effectiveness of the Corporation’s systems of internal control over financial reporting and disclosure, including policies, procedures and systems to assess, monitor and manage the Corporation’s assets, liabilities and expenses. In addition, the Committee will review and discuss the appropriateness and timeliness of the disposition of any recommendations for improvements in internal control over financial reporting and disclosure procedures;

 

(b) obtain and review reports of the external auditor on significant findings and recommendations on the Corporation’s internal controls, together with management’s responses; and,

 

(c) periodically discuss with management, the Corporation’s policies regarding financial risk assessment and financial risk management, including an annual review of insurance coverage. While it is the responsibility of management to assess and manage the Corporation’s exposure to financial risk, the Committee will discuss and review guidelines and policies that govern the process. The discussion may include the Corporation’s financial risk exposures and the steps management has taken to monitor and control such exposures, including hedging, foreign exchange, internal controls, and cash and short-term investments.

 

3. External Auditor

 

The duties and responsibilities of the Committee as they relate to the external auditor of the Corporation shall be to:

 

(a) receive reports directly from and oversee the external auditor;

 

(b) discuss with representatives of the external auditor the plans for their quarterly reviews, when applicable, and annual audit, including the adequacy of staff and their proposed fees and expenses. The Committee will have separate discussions with the external auditor, without management present, on:

 

 

 

 

(i) the results of their annual audit and applicable quarterly reviews;

 

(ii) any difficulties encountered in the course of their work, including restrictions on the scope of activities or access to information;

 

(iii) management’s response to audit issues and, when applicable, quarterly review issues; and,

 

(iv) any disagreements with management.

 

(c) pre-approve all audit and allowable non-audit fees and services to be provided by the external auditor in accordance with securities laws and regulations. The Committee will pre-approve all audit and non-audit services to be provided by the external auditor in advance of work being started on such services. The Committee Chair may approve proposed audit and non-audit services between Committee meetings and will bring any such approvals to the attention of the Committee at its next meeting;

 

(d) recommend to the Board that it recommend to the shareholders of the Corporation the appointment and termination of the external auditor;

 

(e) receive reports in respect of quarterly reviews, when applicable, and audit work of the external auditor and, where applicable, oversee the resolution of any disagreements between management and the external auditor;

 

(f) ensure that at all times there are direct communication channels between the Committee and the external auditor of the Corporation to discuss and review specific issues, as appropriate;

 

(g) meet separately, on a regular basis, with management and the external auditor to discuss any issues or concerns warranting Committee attention. As part of this process, the Committee shall provide sufficient opportunity for the external auditor to meet privately with the Committee;

 

(h) at least annually, assess the external auditor’s independence and receive a letter each year from the external auditor confirming its continued independence;

 

(i) allow the external auditor of the Corporation to attend and be heard at any meeting of the Committee;

 

(j) review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the external auditor to ensure compliance with NI 52-110;

 

(k) review and report quarterly to the Board on the Company’s compliance with the Anti-Bribery/Anti-Corruption Policy;

 

(l) at least annually, evaluate the external auditor’s qualifications, performance and independence and report the results of such review to the Board; and

 

 

 

 

4. Whistleblower

 

The duties and responsibilities of the Committee as they relate to the Whistleblower Policy of the Corporation shall be to:

 

(a) establish and review procedures established with respect to employees and third parties for:

 

(i) the receipt, retention and treatment of complaints received by the Company, confidentially and anonymously, regarding accounting, financial reporting and disclosure controls and procedures, or auditing matters; and

 

(ii) dealing with the reporting, handling and taking of remedial action with respect to alleged violations of accounting, financial reporting and disclosure controls and procedures, or auditing matters, as well as certain other alleged illegal or unethical behaviour, in accordance with the Corporation’s related policy and procedures.

 

5. Compliance

 

The duties and responsibilities of the Committee as they relate to the Corporation’s Compliance are to:

 

(a) review disclosures made by the Corporation’s Chief Executive Officer and Chief Financial Officer regarding compliance with their certification obligations as required by the regulators;

 

(b) review the Corporation’s Chief Executive Officer and Chief Financial Officer’s quarterly and annual assessments of the design and operating effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting, respectively;

 

(c) review the findings of any examination by regulatory agencies, and any auditor observations; and,

 

(d) receive reports, if any, from management and corporate legal counsel of evidence of material violation of securities laws or breaches of fiduciary duty.

 

6. Reporting Responsibilities

 

It is the duty and responsibility of the Committee to:

 

(a) regularly report to the Board on Committee activities, issues and related recommendations; and,

 

(b) report annually to the shareholders, describing the Committee’s composition, responsibilities and how they are discharged, and any other information required by legislation.

 

7. Other Responsibilities

 

Other responsibilities of the Committee are to:

 

(a) perform any other related activities as requested by the Board;

 

(b) review and assess the adequacy of the Committee mandate annually, requesting Board approval for proposed changes; and,

 

(c) institute and oversee special investigations, as needed.

 

 

 

 

APPENDIX III

 

 

 

CORPORATE GOVERNANCE AND NOMINATING
COMMITTEE MANDATE

 

A. PURPOSE

 

The overall purpose of the Corporate Governance and Nominating Committee (the “CG&N Committee”) of Midas Gold Corp. (“Midas Gold”) is to provide a focus on corporate governance that will enhance corporate performance, and to provide oversight, on behalf of the Board of Directors (the “Board”) and shareholders, that the corporate governance system is effective in the discharge of its obligations to Midas Gold’s stakeholders.

 

B. COMPOSITION, PROCEDURES AND ORGANIZATION

 

1. The CG&N Committee shall consist of at least three members of the Board, all of whom shall be non-management directors, and “independent” within the meaning of all applicable Canadian securities laws and the rules of each stock exchange on which Midas Gold’s securities are listed (collectively, the “Applicable Regulations”), except if and to the extent that the Applicable Regulations permit otherwise.

 

2. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the CG&N Committee for the ensuing year. The Board may at any time remove or replace any member of the CG&N Committee and may fill any vacancy in the CG&N Committee.

 

3. Unless the Board shall have appointed a chair of the CG&N Committee, the members of the CG&N Committee shall elect a chair from among their number.

 

4. The secretary of the CG&N Committee shall be the Corporate Secretary, unless otherwise determined by the CG&N Committee.

 

5. The CG&N Committee shall have the opportunity to meet at each regularly scheduled board meeting, but not less than twice per year, and at such locations as the Chair of the CG&N Committee shall determine and may also meet at any other time or times on the call of the Chair of the CG&N Committee or any two of the other members.

 

6. The quorum for meetings shall be a majority of the members of the CG&N Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other.

 

7. Any two directors may request the Chair to call a meeting of the CG&N Committee and may attend at such meeting or inform the CG&N Committee of a specific matter of concern to such directors, and may participate in such meeting to the extent permitted by the Chair of the CG&N Committee.

 

8. The CG&N Committee shall have access to such officers, employees and the external auditors and legal counsel of Midas Gold, and to such information respecting Midas Gold, and may engage separate independent counsel and advisors at the expense of Midas Gold, all as it considers necessary or advisable in order to perform its duties and responsibilities. Expenditures or commitments in excess of $25,000 are subject to board approval.

 

 

 

 

C. DUTIES AND RESPONSIBILITIES

 

The duties and responsibilities of the CG&N Committee shall be as follows:

 

(b) to develop and monitor the overall approach to corporate governance issues and, subject to approval by the Board, to implement and administer a system of corporate governance which reflects superior standards of corporate governance practices;

 

(c) to report annually to the shareholders, through the annual management proxy circular or annual report to shareholders, on Midas Gold’s system of corporate governance and the operation of its system of governance, having reference to National Policy 58-201 Corporate Governance Guidelines;

 

(d) to analyze and report annually to the Board as to the relationship of each director to Midas Gold, and to make annual recommendations to the Board as to whether such director should be classified as an independent director, a related director or an unrelated director;

 

(e) to advise the Board or any of the committees of the Board of any corporate governance issues which the CG&N Committee determines ought to be considered by the Board or any such committee;

 

(f) review and report quarterly to the Board on the Company’s compliance with the Anti-Bribery/Anti-Corruption Policy;
(g) to review with the Board, on a regular basis but not less than annually, the role of the Board, the mandate of each of the committees of the Board and the methods and processes by which the Board fulfills its duties and responsibilities;

 

(h) to develop and implement a process for evaluating the performance of the board of directors and committees of the board as well as the chair persons of such committees. To annually evaluate the performance of such committees and chair persons and the Board. Additionally the committee will develop a similar process to be conducted on a regular, but not annual, basis to evaluate the performance of individual directors and the chair person;

 

(i) to recommend to the Board a system which enables a committee or an individual director to engage separate independent counsel and advisors at the expense of Midas Gold in appropriate circumstances and, upon the approval by the Board of such a process, to be responsible for the management and administration thereof;

 

(j) be responsible for identifying individuals qualified to become new board members and recommending to the board the new director nominees for the next annual meeting of the shareholders, and in so doing consider:

 

i. the competencies and skills that the board considers to be necessary for the board, as a whole, to possess;

 

ii. the competencies and skills that the board considers each existing director to possess; and

 

iii. the competencies and skills each new nominee will bring to the boardroom.

 

 

 

 

(k) ensure an appropriate orientation and continuing education program is in place for new and existing directors;

 

(l) whenever the Chairman of the Board is also the Chief Executive Officer of Midas Gold, to establish practices and procedures to permit the Board to act independently, and to act as a forum for concerns of individual directors regarding matters not readily or easily brought to a full Board meeting for discussion;

 

(m) to review, discuss and approve on an annual basis the policies of the Corporation;

 

(n) to oversee the Corporation’s Anti-Bribery and Anti-Corruption Policy and monitor and review the processes that are in place to maintain compliance with the Extractive Sector Transparency Measures Act; and,

 

(o) review such other matters as may be referred to the Committee by the Board.

 

 

 

 

 

APPENDIX IV

 

 

 

COMPENSATION COMMITTEE MANDATE

 

A. PURPOSE

 

The overall purpose of the Compensation Committee (the “Committee”) of Midas Gold Corp. (“Midas Gold”) is to implement and oversee human resources and compensation policies approved by the Board of Directors (the “Board”) of the Corporation.

 

B. COMPOSITION, PROCEDURES AND ORGANIZATION

 

1. The Committee shall consist of at least three members of the Board, all of whom shall be non-management directors, and “independent”, within the meaning of all applicable Canadian securities laws and the rules of each stock exchange on which Midas Gold’s securities are listed (collectively, the “Applicable Regulations”), except if and to the extent that the Applicable Regulations permit otherwise.

 

2. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee. Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair from among their number.

 

3. The secretary of the Committee shall be the Corporate Secretary, unless otherwise determined by the Committee.

 

4. The Committee shall have the opportunity to meet at each regularly scheduled board meeting, but not less than twice per year, and at such locations as the Chair of the Committee shall determine and may also meet at any other time or times on the call of the Chair of the Committee or any two of the other members. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

 

5. The Chief Executive Officer shall be available to advise the Committee, shall receive notice of all meetings of the Committee and may attend meetings at the invitation of the Chair of the Committee; provided, that the Chief Executive Officer may not be present during the Committee’s voting or deliberations on the compensation of the Chief Executive Officer.

 

6. The Committee shall have access to such officers and employees and such information respecting Midas Gold and may, in its sole discretion, engage such compensation consultants, independent legal counsel and other advisors (collectively, “Compensation Advisors”) at the expense of Midas Gold, all as it considers to be necessary or advisable in order to perform its duties and responsibilities. Prior to engaging any Compensation Advisor, the Committee shall assess the independence of the Compensation Advisor, taking into consideration the following factors, as well as any other factors required to be considered pursuant to the Applicable Regulations:

 

 

 

 

(a) the provision of other services to Midas Gold by the person that employs the Compensation Advisor;

 

(b) the amount of fees received from Midas Gold by the person that employs the Compensation Advisor;

 

(c) the policies and procedures of the person that employs the Compensation Advisor that are designed to prevent conflicts of interest;

 

(d) any business or personal relationship of the Compensation Advisor with a member of the Committee;

 

(e) any Midas Gold shares owned by the Compensation Advisor; and

 

(f) any business or personal relationship of the Compensation Advisor or the person employing the Compensation Advisor with an executive officer of Midas Gold.

 

7. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Compensation Advisor retained by the Committee. Midas Gold shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any Compensation Advisor retained by the Committee.

 

C. DUTIES AND RESPONSIBILITIES

 

1. The duties and responsibilities of the Committee shall be as follows:

 

(m) to recommend to the Board compensation policies and guidelines for application to Midas Gold;

 

(n) to work with management so that Midas Gold has in place programs to attract and develop management of the highest calibre and a process to provide for the orderly succession of management;

 

(o) to review corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, in light of those goals and objectives, to recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer (provided, that notwithstanding the foregoing, the Committee shall approve all awards to the Chief Executive Officer pursuant to the Midas Gold stock option plan and any other plan that delegates to the Committee such authority) and to approve compensation for all other designated officers after considering the recommendations of the Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board;

 

(p) to implement and administer compensation policies approved by the Board concerning the following:

 

(i) executive compensation, contracts, stock plans or other incentive plans, including making awards of equity-based compensation and options, or where the plan or contract does not delegate to the Committee such authority, making recommendations to the Board regarding such awards; and,

 

(q) from time to time, to review the Corporation’s broad policies and programs in relation to benefits;

 

(r) to annually receive from the Chief Executive Officer recommendations concerning annual compensation policies and budgets, including stock options, for all employees;

 

 

 

 

(s) from time to time, to review with the Chief Executive Officer the Corporation’s broad policies on compensation for all employees and overall labour relations strategy for employees;

 

(t) to develop and monitor the overall approach to remuneration for the directors of Midas Gold and, subject to approval by the Board, to implement a remuneration program for the directors and the roles within the Board committees;

 

(u) to periodically review the adequacy and form of the compensation of directors so that the compensation realistically reflects the responsibilities and risks involved in being an effective director, and to report and make recommendations to the Board accordingly;

 

(v) to report regularly to the Board on all of the Committee’s activities and findings during that year;

 

(w) to develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors within a reasonable period of time following each annual general meeting of shareholders; and

 

(x) to review executive compensation disclosure before publicly disclosed.

 

 

 

 

SCHEDULE “A”

 

 

 

2011 EVERGREEN INCENTIVE STOCK OPTION PLAN

 

ARTICLE ONE

 

DEFINITIONS AND INTERPRETATIONS

 

Section 1.01 Definitions: For purposes of the Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

 

(a) "Blackout Expiration Term" means an expiration date for a term of an Option that falls within, or immediately after a blackout period self imposed by the Company;

 

(b) "Change of Control" means the acquisition by any person or by any person and a person "acting jointly or in concert with" such person, as defined in MI 62-104, whether directly or indirectly, of voting securities which, when added to all other voting securities of the Company at the time held by such person or by such person and a person "acting jointly or in concert with" another person, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Company;

 

(c) "Committee" shall mean the Directors or, if the Directors so determine in accordance with section 2.03 of the Plan, the committee of the Directors authorized to administer the Plan;

 

(d) "Common Shares" shall mean the common shares of the Company, as adjusted in accordance with the provisions of Article Six of the Plan;

 

(e) "Company" shall mean Midas Gold Corp., a corporation incorporated pursuant to the provisions of the Business Corporations Act (British Columbia);

 

(f) "CRA" means Canada Revenue Agency;

 

(g) "Directors" shall mean the directors of the Company from time to time;

 

(h) "Eligible Insiders" shall mean the Insiders of the Company or of any subsidiary of the Company from time to time who, by the nature of their positions are, in the opinion of the Committee, in a position to contribute to the success of the Company;

 

(i) "Eligible Employees" shall mean employees, including officers, whether Directors or not, and including both full-time and part-time employees, of the Company or any subsidiary of the Company who, by the nature of their positions or jobs are, in the opinion of the Committee, in a position to contribute to the success of the Company;

 

(j) "Employment Contract" means any contract between the Company or any subsidiary of the Company and any Eligible Employee or Service Provider relating to, or entered into in connection with, the employment of the Eligible Employee or the engagement of the Service Provider;

 

(k) "Fixed Term" means the fixed expiration date of the term of an Option;

 

(l) "Insider" means an insider as defined in the Securities Act;

 

 

 

 

(m) "Market Price" means the VWAP on the TSX, or another stock exchange where the majority of the trading volume and value of the Common Shares occurs, for the five trading days immediately preceding the relevant date. If the Common Shares are suspended from trading or have not been traded on TSX or another stock exchange for an extended period of time, the market price will be the fair market value of the Common Shares as determined by the Directors who shall: (A) consider all available information material to the value of the Company’s Common Shares, and (B) employ a reasonable valuation method.

 

(n) "MI 62-104" means Multilateral Instrument 62-104, Take-Over Bids and Issuer Bids, of the Canadian Securities Administrators;

 

(o) "Option" shall mean an option to purchase Common Shares granted pursuant to, or governed by, the Plan;

 

(p) "Optionee" means a Participant to whom an Option has been granted pursuant to the Plan;

 

(q) "Option Period" shall mean the period of time during which the particular Option may be exercised;

 

(r) "Participant" shall mean each Eligible Insider, Eligible Employee and Service Provider;

 

(s) "Plan" shall mean this stock option plan;

 

(t) "Securities Act" means the British Columbia Securities Act, R.S.B.C. 1996, c.418, as amended from time to time;

 

(u) "Service Provider" shall mean any person or corporation, other than an Employee or Insider, engaged to provide services for the Company or for any entity controlled by the Company for an initial, renewable or extended period of twelve months or more;

 

(v) "TSX" shall mean The Toronto Stock Exchange;

 

(w) "TSX Insider" shall mean

 

(i) an insider of the Company, other than a person who is an insider of the Company solely by virtue of being a director or senior officer of a subsidiary of the Company; and

 

(ii) an associate or affiliate of any person who is an insider of the Company within the meaning of paragraph (i) of this definition;

 

(x) "Vested" means that an option has become exercisable in respect of options held by an Optionee; and

 

(y) "VWAP" means the volume weighted average trading price of the Company's Common Shares, calculated by dividing the total value by the total volume of securities traded for the relevant period.

 

Section 1.02 Securities Definitions: In the Plan, the term "affiliate", "associate", "subsidiary" and "insider" shall have the meanings given to such terms in the Securities Act.

 

Section 1.03 Headings: The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

 

Section 1.04 Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

 

Section 1.05 References to the Plan: The words "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof.

 

Section 1.06 Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

 

 

 

 

ARTICLE TWO

 

PURPOSE AND ADMINISTRATION OF THE PLAN

 

Section 2.01 Purpose of the Plan: The purpose of the Plan is to promote the profitability and growth of the Company by facilitating the efforts of the Company and its subsidiaries to obtain and retain key individuals. The Plan provides an incentive for and encourages ownership of the Company's shares by its key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Company's shares, it being generally recognized that stock option plans aid in attracting, retaining and encouraging employees and directors due to the opportunity offered to them to acquire a proprietary interest in the Company.

 

Section 2.02 Administration of the Plan: The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan including the authority to appoint an agent to assist in the administration of the Plan, the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Company. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Company.

 

Section 2.03 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors.

 

Section 2.04 Record Keeping: The Company shall maintain, or cause to be maintained, a register in which shall be recorded:

 

(a) the name and address of each Optionee;

 

(b) the number of Common Shares subject to Options granted to each Optionee; and

 

(c) the aggregate number of Common Shares subject to Options.

 

ARTICLE THREE

 

ELIGIBILITY AND PARTICIPATION
IN THE PLAN AND GRANT OF OPTIONS

 

Section 3.01 Eligibility: Options shall only be granted to Participants.

 

Section 3.02 Determination of Option Recipients and Option Terms: The Committee shall from time to time determine the Participants to whom Options shall be granted, the number of Common Shares to be made subject to and the expiry date of each option granted to each Participant and the other terms of each Option granted to each Participant including any vesting provisions that may be applicable, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Company and any other factors which the Committee deems appropriate and relevant. Each Option granted to a Participant shall be evidenced by a stock option agreement containing terms and conditions consistent with the provisions of the Plan, which terms and conditions need not be the same in each case. No Participant who is a Director shall vote on any motion considered by the Directors granting any Option to such Director.

 

 

 

 

ARTICLE FOUR

 

NUMBER OF COMMON SHARES SUBJECT TO THE
PLAN, EXERCISE PRICE AND TERM OF OPTIONS

 

Section 4.01 Number of Shares: The maximum number of Common Shares which may be made subject to Options at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis, subject to adjustment in accordance with Article Six of the Plan. In addition, the maximum number of Common Shares which, together with Common Shares subject to all other security-based compensation arrangements of the Company (within the meaning of the policy on security based compensation arrangements of the TSX) with such Participant or Participants, as the case may be, may be:

 

(a) reserved for issue to Participants who are TSX Insiders shall not exceed 10% of the number of Common Shares then outstanding;

 

(b) issued to Participants who are TSX Insiders within a one-year period shall not exceed 10% of the number of Common Shares then outstanding;

 

(c) issued to any one Participant who is a TSX Insider and the associates of such Participant within a one-year period shall not exceed 5% of the number of Common Shares then outstanding; and

 

(d) reserved for issue to any one Participant shall not exceed 5% of the number of Common Shares then outstanding.

 

For purposes of this section 4.01 (a) through (d), the number of Common Shares then outstanding shall mean the number of Common Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Option, excluding Common Shares issued pursuant to share compensation arrangements over the preceding one-year period. If Options are exercised, or are surrendered, terminate or expire without being exercised in whole or in part, the Common Shares which were the subject of such Options may again be made subject to an Option.

 

Section 4.02 Exercise Price: The price per share at which any Common Share which is the subject of an Option may be purchased shall be determined by the Directors at the time the Option is granted, provided that such price shall be not less than the Market Price as of the date of the grant of such Option.

 

Section 4.03 Term of Options: The Option Period for each Option shall be such period of time as shall be determined by the Committee, subject to any Employment Contract, provided that no Option Period shall exceed a Fixed Term of 10 years, subject only to the Fixed Term expiration date falling within, or immediately after, a blackout period which was self imposed by the Company in which case a Blackout Expiration Term shall apply.

 

Section 4.04 Blackout Expiration Term: The Blackout Expiration Term will be a fixed period of time of ten (10) business days after lifting the blackout period and will not be subject to the discretion of the Directors. Should the Fixed Term of the Option Period expire immediately after a blackout period self imposed by the Company, the Blackout Expiration Term will be reduced by the number of days between the Fixed Term expiration date and the end of the blackout period. For purposes of this section 4.04:

 

(a) the Blackout Expiration Term will only be available when there is a blackout period self imposed by the Company; and

 

(b) the Blackout Expiration Term is available, under the same terms and conditions, to all Participants under the Plan.

 

Section 4.05 Percentage of Common Shares to be Purchased: The Committee may determine the number or percentage of Common Shares which may be purchased by an Optionee during any particular time period within the Option Period, provided, however, the number of shares subject to an Option shall be fixed as of the date of the grant of such Option.

 

 

 

 

ARTICLE FIVE

 

EXERCISE OF OPTION, EFFECT OF DEATH AND
TERMINATION OF EMPLOYMENT AND WITHHOLDING TAXES

 

Section 5.01 Exercise of Option:

 

(a) Exercise: Subject to any restriction on the number or percentage of Common Shares which may be purchased by the Optionee during any particular time period within the Option Period determined by the Committee, an Option that is eligible for exercise may be exercised by the Optionee in whole at any time, or in part from time to time, during the Option Period by delivery to the Company, or its duly appointed agent (if any), of a notice of exercise addressed to the Company, provided however that, except as otherwise specifically provided in section 5.02 or section 5.03 hereof or in any Employment Contract, no Option may be exercised unless the Optionee at the time of exercise thereof is:

 

(i) in the case of an Eligible Employee, in the employment of the Company or a subsidiary of the Company and has been continuously so employed since the date of grant of such option, provided however that a leave of absence with the approval of the Company or such subsidiary of the Company shall not be considered an interruption of employment for purposes of the Plan;

 

(ii) in the case of an Eligible Insider who is not also an Eligible Employee, a director of the Company or a subsidiary of the Company and has been such a director continuously since the date of grant of such Option; and

 

(iii) in the case of a Service Provider, engaged in providing services for the Company or an entity controlled by the Company and has been so engaged since the date of grant of such Option.

 

(b) Payment of Exercise Price: The exercise of any Option shall be contingent upon receipt by the Company of payment of the aggregate purchase price for the Common Shares in respect of which the Option has been exercised. No Optionee, or legal representative, legatee or distributee of any Optionee, will be, or will be deemed to be, a holder of any Common Shares with respect to which such Optionee was granted an Option, unless and until such Common Shares are issued to such Optionee, or person, under the terms of the Plan. Subject to section 9.04 hereof, upon an Optionee exercising an Option and paying the Company the aggregate purchase price for the Common Shares in respect of which the Option has been exercised, the Company shall as soon as practicable issue and deliver the Common Shares so purchased.

 

(c) Cashless Exercise: An Option that is eligible for exercise may be exercised in exchange for cash by the delivery to the Company, or its duly appointed agent (if any), of the prescribed form of notice of cashless exercise addressed to the Company specifying the number of Options to be exercised for cash. An Optionee who elects the cashless exercise of Options is deemed to have assigned to Haywood Securities Inc., or such other broker as the Company may appoint to facilitate the cashless exercise of Options, (the "Broker") such Optionee's right to receive Common Shares and is deemed to release the Company from any further obligation to issue Common Shares to such Optionee in respect of such Options exercised in exchange for cash. When an Optionee elects the cashless exercise of Options by providing the prescribed form of notice of cashless exercise, the Company shall issue directly to the Broker the number of Common Shares in respect of such Options exercised for cash and the Broker shall, at the election of the Optionee: (i) sell at market, and retain the proceeds of, a sufficient number of Common Shares to cover the aggregate purchase price of the Common Shares and any withholding tax or other withholding liabilities in respect of which the Option has been exercised, with any cash balance to be delivered to the Optionee and any remaining Common Shares held by the Broker in trust for, or delivered as directed by, the Optionee; or (ii) sell at market all of the Common Shares in respect of which the Option has been exercised and deliver to the Optionee the cash balance remaining after deducting the aggregate purchase price of such Common Shares and any withholding tax or other withholding liabilities.

 

 

 

 

(d) Stock Appreciation Rights: An Optionee may, rather than exercise any Option to which the Optionee is then entitled to exercise pursuant to the Plan, elect, by the delivery to the Company, or its duly appointed agent (if any), of the prescribed form, to terminate such Option, in whole or in part, and, in lieu of purchasing the Common Shares to which the Option, or part thereof, so terminated relates, elect to exercise the right (the "Stock Appreciation Rights") to receive at no additional cost that number of Common Shares, disregarding fractions, which, when multiplied by the Market Price determined as of the day immediately preceding the date of termination of such Option, or part thereof, has a value equal to the product of (i) the number of Common Shares to which the Option, or part thereof, so terminated relates, multiplied by (ii) the difference between the Market Price of the Common Shares determined as of the day immediately preceding the date of termination of such Option, or part thereof, and the exercise price per Common Share to which the Option, or part thereof, so terminated relates, less any amount (which amount may be withheld in Common Shares) required to be withheld on account of income taxes, which withheld income taxes will be remitted by the Company.

 

Section 5.02 Effect of Death: If a Participant shall die while an Optionee, any Option held by such Optionee at the date of death shall be exercisable in whole or in part only by the person or persons to whom the rights of the Optionee under the Option shall pass by the will of the Optionee or the laws of descent and distribution for a period of one year after the date of death of the Optionee or prior to the expiration of the Option Period in respect of the Option, whichever is sooner, and then only to the extent that such Optionee was entitled to exercise the Option at the date of death of such Optionee, subject to the provisions of any Employment Contract.

 

Section 5.03 Effect of Termination of Employment: If an Optionee shall cease to be a Participant for cause, no Option held by such Optionee shall be exercisable following the date on which such Optionee ceases to be a Participant. If an Optionee ceases to be a Participant for any reason other than for cause or by virtue of death, any Option held by such Optionee at such time shall remain exercisable in full at any time, and in part from time to time, for a period of 30 days after the date on which the Optionee ceases to be a Participant or prior to the expiration of the Option Period in respect of the Option, whichever is sooner, and then only to the extent that such Optionee was entitled to exercise the Option at such time, subject to the provisions of any Employment Contract.

 

Section 5.04 Withholding Taxes: The exercise (or termination pursuant to s. 5.01(d), if applicable) of each Option granted under the Plan is subject to the condition that if at any time the Company determines, in its sole discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Company. In such circumstances, the Company may in its sole discretion:

 

(a) require the Optionee to pay to the Company, in addition to and in the same manner as the exercise price for the Common Shares subject to the Option, such amount as the Company is obliged to remit to the relevant taxing authority in respect of the exercise of the Option;

 

(b) retain any Common Shares that are to be issued upon exercise of any Option and sell such Common Shares so as to enable the Company to realize cash proceeds in an amount equal to the aggregate remittance obligation of the Company in connection with the exercise of the Option and the execution of the stock option agreement referred to in Section 3.02 shall be the complete and irrevocable authority provided by the Optionee to the Company to do so without any liability for the price at which such Common Shares are sold;

 

(c) retain any amount payable, which would otherwise be issued or delivered, provided or paid to an Optionee by the Company, whether or not such amounts are payable under the Plan; or

 

 

 

 

(d) make other arrangements reasonably acceptable to the Company to satisfy the aggregate remittance obligation of the Company in connection with the exercise of the Option.

 

Section 5.05 Calculation of Withholding Taxes: Upon a notice of option exercise being received by the Company from the Optionee, the Company will:

 

(a) calculate the amount required to be withheld and remitted to the applicable taxing authorities by the Company in respect of the exercise of an Option by an Optionee (the "Withheld Amounts");

 

(b) advise the Optionee in writing of the amount of the Withheld Amounts;

 

(c) remit to the applicable taxing authorities the Withheld Amounts; and

 

(d) where the Optionee is subject to annual reporting to applicable taxing authorities, include in annual reporting forms and deliver to the Optionee the amount of the benefit received by the Optionee as a result of the exercise of the Option, the amount of any deduction available to the Optionee and the amount of the Withheld Amounts remitted to the applicable taxing authorities in respect of the exercise of the Option.

 

Section 5.06 Spin-Out Transactions: If, pursuant to the operation of Section 6.02, an Optionee receives options (the "New Options") to purchase securities of another company (the "New Company") in respect of the Optionee's Options (the "Subject Options"), the New Options shall expire on the earlier of: (i) the Fixed Term expiration date of the Subject Options; (ii) if the Optionee does not become an Eligible Employee or Eligible Insider in respect of the New Company, the date that the Subject Options expire pursuant to the provisions of the Plan; (iii) if the Optionee becomes an Eligible Employee or Eligible Insider in respect of the New Company, the date that the New Options expire pursuant to the corresponding terms of the New Company's stock option plan and (iv) the date that is two (2) years after the Optionee ceases to be an Eligible Employee or Eligible Insider in respect of the New Company, or such shorter period as determined by the Committee.

 

ARTICLE SIX

 

CAPITAL CHANGES

 

Section 6.01 Capital Changes: In the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Directors in:

 

(a) the number of Common Shares available under the Plan;

 

(b) the number of Common Shares subject to Options; and

 

(c) the exercise price of the Common Shares subject to Options.

 

If the foregoing adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Plan.

 

Section 6.02 Amalgamation, Consolidation or Merger: If the Company: (a) amalgamates with, consolidates with or merges with or into another corporation resulting in a reclassification or change of the outstanding Common Shares into other shares or securities, or (b) participates in a statutory arrangement or other transaction, including a transaction under which, among other things, the business or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Company's shareholders, or the exchange with the Company's shareholders, of securities of the Company, or securities of another company, or both, or (c) participates in a transaction whereby all or substantially all of the Company's undertaking and assets become the property of another corporation; the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares receivable upon exercise of an Option and for the same exercise price, the kind and amount of shares and other securities, property or cash which such holder would have been entitled to receive as a result of such amalgamation, consolidation, merger or arrangement, on the effective date thereof, had the Optionee been the registered holder of the number of Common Shares to which the Optionee was entitled to purchase upon exercise of such Options, provided no such transaction shall extend in any way the Fixed Term..

 

 

 

 

Section 6.03 Restriction. Notwithstanding the provisions of Sections 6.01 and 6.02 to the contrary, any substitution for or alteration of the number or identity of Common Shares to be received by an Optionee as a consequence of a Capital Change (as described in Section 6.01) or a transaction (as described in Section 6.02), the ratio of the exercise price to the fair market value of the substitute or altered shares subject to the Option immediately after the substitution or alteration shall not be greater than the ratio of the exercise price to the fair market value of the Common Shares subject to the Option immediately before the substitution or alteration.

 

ARTICLE SEVEN

 

TAKE-OVER BIDS AND CHANGES OF CONTROL

 

7.01 Effect of a Take-Over Bid: If a bona fide offer (an "Offer") for Common Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of subsection 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon all Common Shares subject to such Option will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Common Shares received upon such exercise, pursuant to the Offer. However, if:

 

(a)       the Offer is not completed within the time specified therein; or

 

(b) all of the Common Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

 

then the Common Shares received upon such exercise, or in the case of clause (b) above, the Common Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Common Shares and with respect to such returned Common Shares, the option shall be reinstated as if it had not been exercised and the terms upon which such Common Shares were to become Vested pursuant to this section shall be reinstated. If any Common Shares are returned to the Company under this section 7.01, the Company shall immediately refund the exercise price to the Optionee for such Common Shares.

 

7.02 Acceleration of Expiry Date: If, at any time when an Option granted under the Plan remains unexercised, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of full particulars of the Offer, declare all Common Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Common Shares must be tendered pursuant to the Offer, provided such Offer is completed.

 

7.03 Compulsory Acquisition or Going Private Transaction: If and whenever, following a take-over bid or an issuer bid, there shall be a compulsory acquisition of the Company's Common Shares pursuant to Division 6 of the Business Corporations Act (British Columbia) or any successor or similar legislation, or any amalgamation, merger or arrangement in which securities acquired in a formal take-over bid may be voted under the conditions described in section 8.2 of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, then following the date upon which such compulsory acquisition, amalgamation, merger or arrangement is effective, an Optionee shall be entitled to receive, and shall accept, for the same exercise price, in lieu of the number of Common Shares to which such Optionee was theretofore entitled to purchase, the aggregate amount of cash, shares, or other securities or other property which such Optionee would have been entitled to receive as a result of such bid if he or she had tendered such number of Common Shares to the bid.

 

 

 

 

7.04 Effect of a Change of Control: If a Change of Control occurs, all Common Shares subject to each outstanding Option will become Vested, whereupon such Option may be exercised in whole or in part by the Optionee.

 

7.05 Exercise After Change of Control: If an Optionee elects to exercise its Options following a Change of Control, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares which such Optionee was entitled upon such exercise and for the same exercise price, the kind and amount of shares and other securities, property or cash which such holder would have been entitled to receive as a result of such Change of Control, on the effective date thereof, had the Optionee been the registered holder of the number of Common Shares to which the Optionee was entitled to purchase upon exercise of such Options.

 

ARTICLE EIGHT

 

EFFECTIVE DATE OF PLAN, AMENDMENT
OF PLAN AND TERMINATION OF PLAN

 

Section 8.01 Effective Date of Plan: The Plan shall become effective upon the later of the date determined by the Directors and the date of approval of the shareholders of the Company given by the affirmative vote of a majority of the Common Shares represented at the meeting of the shareholders of the Company at which a motion to approve the Plan is presented.

 

Section 8.02 Amendment of Plan:

 

(1) The Directors may from time to time in the absolute discretion of the Directors amend, modify and change the provisions of an Option or the Plan without obtaining approval of shareholders to:

 

(a) make amendments of a clerical nature;

 

(b) change vesting provisions of an Option or the Plan;

 

(c) change the termination provisions of an Option or the Plan which does not entail an extension beyond the original expiry date of the Option or the Plan;

 

(d) implement a cashless exercise feature, payable in cash or securities, provided that such feature provides for a full deduction of the number of shares from the number of shares reserved under the Plan;

 

(e) make any other amendments of a non-material nature which are approved by the TSX; and

 

(f) make amendments deemed by the Board to be necessary or advisable because of any change in applicable securities laws or other laws.

 

(2) For greater certainty, subject to Section 6.01 and Section 8.02(3), the Directors shall not be permitted to amend the exercise price of any Option issued under the Plan where such amendment reduces the exercise price of such Option (for this purpose, a cancellation or termination of an Option of a Participant prior to its expiry for the purpose of re-issuing Options to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option).

 

(3) All amendments, modifications or changes not specified in Section 8.02(1) shall only be effective upon such amendment, modification or change being approved by the shareholders of the Company.

 

 

 

 

(4) Any amendment, modification or change of any provision of the Plan shall be subject to approval, if required, by any regulatory body having jurisdiction.

 

Section 8.03 Termination of the Plan: The Plan may be terminated at any time by the Directors. Notwithstanding the termination of the Plan, any Option outstanding under the Plan at the time of termination shall remain in effect until such Option has been exercised, has expired, has been surrendered to the Company or has been terminated.

 

ARTICLE NINE

 

MISCELLANEOUS PROVISIONS

 

Section 9.01 Non-Assignable: No rights under the Plan and no Option awarded pursuant to the provisions of the Plan are assignable or transferable by any Participant other than pursuant to a will or by the laws of descent and distribution.

 

Section 9.02 Rights as a Shareholder: No Optionee shall have any rights as a shareholder of the Company with respect to any Common Shares which are the subject of an Option. No Optionee shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or other rights declared for shareholders of the Company for which the record date is prior to the date of exercise of any Option.

 

Section 9.03 No Contract of Employment: Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of the Company or any subsidiary of the Company nor interfere or be deemed to interfere in any way with any right of the Company or any subsidiary of the Company to discharge any Participant at any time for any reason whatsoever, with or without cause.

 

Section 9.04 Necessary Approvals / Compliance with Laws: The obligation of the Company to grant any Option pursuant to the Plan and to issue, sell and deliver any Common Shares on the exercise of an Option is subject to the approval of any governmental authority or regulatory body required in connection with the grant of such Option or the issue, sale and delivery of such Common Shares by the Company. Any Options granted prior to the Company's receipt of such required approvals shall be conditional upon such approval being given and no Options may be exercised unless such approval has been being given.

 

In the event that any Common Shares cannot be issued to any Optionee pursuant to the exercise of an Option for any reason whatsoever including, without limiting the generality of the foregoing, the failure to obtain any required approval, then the obligation of the Company to issue such Common Shares shall terminate and any money paid to the Company in connection with the exercise of such Option shall be returned to the Optionee without interest or deduction.

 

Section 9.05 No Representation or Warranty: The Company makes no representation or warranty as to the value of any Option granted pursuant to the Plan or as the future value of any Common Shares issued pursuant to the exercise of any Option.

 

Section 9.06 Compliance with Applicable Law: If any provision of the Plan or any Option contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

 

Section 9.07 Applicable Law: The Plan and all of the rights and obligations arising herefrom shall be interpreted and applied in accordance with the laws of the Province of British Columbia.

 

 

 

 

Exhibit 99.17

 

  

 

 

State & Federal Agencies Update Permitting Schedule for Midas Gold’s Stibnite Gold Project

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

 

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

 

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

 

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

 

Joint Review Process

 

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

 

Updated Schedule

 

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

 

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

 

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

 

Next Steps in the Regulatory Process

 

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

 

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

 

Sustainability Report

 

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

 

Community Engagement

 

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

 

Feasibility Study Status

 

Midas Gold’s technical team and consultants continue to advance their work on a feasibility study for the Stibnite Gold Project. The timing for completion of the feasibility study is tied to the completion of the Draft EIS since the feasibility study needs to reflect the design and layout of the Project as defined in the Draft EIS. While substantially all of the work related to mineral resource estimation, metallurgy, geotechnical, infrastructure (including road access, powerline, tunnel design) and other aspects of the Project needed to support a feasibility study is well advanced, finalization of the design and estimating of capital and operating costs and the actual feasibility study are awaiting decisions driven by the permitting process.

 

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

 

Stibnite Gold Project Permitting Background

 

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.

 

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

Forward-Looking Information

 

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

 

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Exhibit 99.18

 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Date and Signatures Page

 

The effective date of this Report is December 8, 2014. The issue date of this Report is December 15, 2014. See Appendix I, Prefeasibility Study Contributors and Professional Qualifications, for certificates of Qualified Persons.

 

 

(Signed) “Richard K. Zimmerman”   December 15, 2014  
Richard K. Zimmerman, P.G.   Date  
       
(Signed) “Garth D. Kirkham”   December 15, 2014  
Garth D. Kirkham, P.Geo.   Date  
       
(Signed) “Christopher J. Martin”   December 15, 2014  
Christopher J. Martin, C.Eng.   Date  
       
(Signed) “John M. Marek”   December 15, 2014  
John M. Marek, P.E.   Date  
       
(Signed) “Allen R. Anderson”   December 15, 2014  
Allen R. Anderson, P.E.   Date  
       
(Signed) “Richard C. Kinder”   December 15, 2014  
Richard C. Kinder, P.E.   Date  
       
(Signed) “Peter E. Kowalewski”   December 15, 2014  
Peter E. Kowalewski, P.E.   Date  

 

 

   M3-PN130029
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Stibnite Gold Project
Prefeasibility Study Technical Report

 

TABLE OF CONTENTS

 

SECTION PAGE
1 Executive Summary 1-1
2 Introduction 2-1
3 Reliance on Other Experts 3-1
4 Property Description and Location 4-1
5 Accessibility, Climate, Local Resources, Infrastructure and Physiography 5-1
6 History 6-1
7 Geological Setting and Mineralization 7-1
8 Deposit Types 8-1
9 Exploration 9-1
10 Drilling 10-1
11 Sample Preparation, Analyses and Security 11-1
12 Data Verification 12-1
13 Mineral Processing and Metallurgical Testing 13-1
14 Mineral Resource Estimates 14-1
15 Mineral Reserve Estimates 15-1
16 Mining Methods 16-1
17 Recovery Methods 17-1
18 Project Infrastructure 18-1
19 Market Studies and Contracts 19-1
20 Environmental Studies, Permitting and Social or Community Impact 20-1
21 Capital and Operating Costs 21-1
22 Economic Analysis 22-1
23 Adjacent Properties 23-1
24 Other Relevant Data and Information 24-1
25 Interpretation and Conclusions 25-1
26 Recommendations 26-1
27 References 27-1

 

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LIST OF APPENDICES

 

APPENDIX   DESCRIPTION Page
       
I   Prefeasibility Study Contributors and Professional Qualifications I-1
       
II   Property Description and Location II-1
       
III   Financial Model III-1

 

 

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SECTION 1 TABLE OF CONTENTS

 

SECTION   PAGE
1 Summary 1-1
  1.1 Introduction and Purpose 1-1
  1.2 Key Results 1-1
  1.3 Regulatory Information 1-3
  1.4 Reliance on Other Experts 1-3
  1.5 Property Description and Location 1-4
  1.6 Accessibility, Climate, Local Resources, Infrastructure and Physiography 1-4
  1.7 History 1-6
  1.8 Geological Setting and Mineralization 1-6
  1.9 Deposit Types 1-6
  1.10 Exploration 1-7
  1.11 Drilling 1-7
  1.12 Data Verification 1-7
  1.13 Mineral Processing and Metallurgical Testing 1-8
  1.14 Mineral Resource Estimates 1-10
  1.15 Mineral Reserve Estimates 1-11
  1.16 Mining 1-12
  1.17 Recovery 1-15
  1.18 Process Operation Components 1-17
  1.19 Project Infrastructure 1-18
  1.20 Market Studies and Contracts 1-19
  1.21 Environmental Studies 1-20
  1.22 Social Impacts 1-21
  1.23 Economic Analysis 1-26
  1.24 Comparison of 2012 PEA to PFS 1-32
  1.25 Risks and Opportunities 1-33
  1.26 Conclusions And Recommendations 1-34

 

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SECTION 1 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
Table 1.1: Estimated Historical Metal Production 1-6
Table 1.2: Consolidated Mineral Resource Statement for the Stibnite Gold Project 1-10
Table 1.3: Antimony Sub-Domains Consolidated Mineral Resource Statement 1-11
Table 1.4: Stibnite Gold Project Probable Mineral Reserve Estimate (Imperial & Metric Units) 1-12
Table 1.5: LOM Mill Feed Statistics by Ore Type 1-14
Table 1.6: Doré Payables, Refining and Transportation Assumptions 1-19
Table 1.7: Antimony Concentrate Payables and Transportation Assumptions 1-19
Table 1.8: Assumed Metal Prices by Case 1-20
Table 1.9: Capital Cost Summary 1-26
Table 1.10: Operating Cost, AISC and AIC Summary 1-27
Table 1.11: Recovered Metal Production 1-27
Table 1.12: Economic Assumptions used in the Economic Analyses (all Cases) 1-28
Table 1.13: Economic Results by Case 1-29
Table 1.14: Pre-tax NPV5% Sensitivities by Case 1-31
Table 1.15: After-tax NPV5% Sensitivities by Case 1-32
Table 1.16: Project Development Work Program Budget 1-33

 

SECTION 1 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
Figure 1.1: Location Map of the Stibnite Gold Project 1-5
Figure 1.2: Gold and Silver Recoveries to Doré 1-9
Figure 1.3: Antimony Concentrate Recoveries 1-9
Figure 1.4: District Ore and Waste Movements and Ounces of Contained Gold Mined by Year 1-13
Figure 1.5: Ore Mining Schedule by Deposit and Phase 1-14
Figure 1.6: Overall Site Layout 1-16
Figure 1.7: Annual Direct Employment by Department 1-22
Figure 1.8: Chart of Estimated State and Federal Taxes 1-23
Figure 1.9: Conceptual Post Closure Reclamation 1-25
Figure 1.10: Annual Recovered Metals by Deposit 1-28
Figure 1.11: Undiscounted After-Tax Cash Flow for Base Case B 1-30
Figure 1.12: Payable Metal Value by Year for Case B 1-30
Figure 1.13: Changes in LOM After-Tax NPV5% from PEA to PFS 1-33

 

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1 Summary

 

1.1 Introduction and Purpose

 

Redevelopment of the Stibnite Gold Project (Project) has the potential to clean up an existing brownfield site, one that has been extensively mined for more than 80 years, and which could become one of the largest gold producers in the United States. This billion-dollar Project could create more than 700 jobs in Idaho during the first three years of construction and nearly 1,000 jobs in Idaho during 12 years of Project operations, while generating significant taxes and other benefits to the local, state and federal economies. This preliminary feasibility study (PFS) and related Technical Report (Report) provide a comprehensive overview of the Project and includes recommendations for future work programs required to advance the Project to a decision point. This Report defines an economically feasible, technically and environmentally sound Project that minimizes impacts and maximizes benefits.

 

Key considerations for the Project are as follows:

 

· The Project design began with the end in mind, contemplating the development, operation and closure of the Project on a sustainable basis, meeting society’s present day needs for economic prosperity while remaining protective of the environment, and enhancing the ability of future generations to sustain their own needs.

 

· The Project is designed to ensure ongoing positive local and regional financial and social benefits through taxation, employment, and business opportunities in a region where the economy has suffered for more than a decade, resulting in some of the highest unemployment and lowest annual wages in Idaho.

 

· From the beginning, the Project has been designed for what will remain after closure. The plan for closure is protective of the environment and incorporates inherently stable, secure features that will provide the foundation for a naturally sustainable ecosystem.

 

· The Project design incorporates cleanup and repair of extensive historical mining-related impacts; much of the cleanup and repair would occur during initial construction and early operations.

 

· The new facilities contemplated for the Project are tightly constrained and, to a large extent, placed in historically impacted areas in order to minimize the incremental Project footprint.

 

· Salmon and other fishery enhancements are integral to the Project design. Removal of man-made barriers and reconstruction of natural habitat would allow salmon and other fish migration into the upper reaches of the watershed for the first time since 1938.

 

· During development, operations and closure, all aspects of the Project are designed to improve existing conditions, where possible, and remain protective of the environment, with the extensive costs related to remediation and reclamation of historical impacts accommodated by an economically feasible Project.

 

This Report provides information about the geology, mineralization, exploration potential, Mineral Resources, Mineral Reserves, mining method, process method, infrastructure, social and economic benefits, environmental protection, cleanup and repair of historical impacts, reclamation and closure concepts, capital and operating costs and an economic analysis for the Project.

 

1.2 Key Results

 

The Project consists of rehabilitating an existing brownfields site in an area of significant historical mining, including removal and reprocessing of the historic gold-silver-antimony tailings (Historic Tailings), and mining the Yellow Pine, Hangar Flats and West End gold-silver-antimony 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. Midas Gold's plans for decommissioning the site include progressive and concurrent remediation and reclamation activities, beginning at the start of construction and continuing beyond the operations phase, through Project reclamation and closure.

 

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The Stibnite Gold Project, as contemplated in the PFS, comprises:

 

· A design that minimizes Project footprint, and locates facilities within already impacted areas, and which incorporates a number of approaches to risk reduction, such as an improved access road to the site that avoids all major waterways.

 

· An extensive reclamation and remediation program for historical impacts to the site including, but not limited to, the recovery and reprocessing of Historic Tailings, restoration of fish passage during and after operations, removal of historical waste rock to an engineered waste rock storage facility, repair of the Blowout Creek channel that is a source of significant sedimentation, reforestation of impacted areas, stream channel repairs, etc. Many of these activities will occur during construction and/or relatively early in the mine life.

 

· Four deposits, including Historic Tailings, with combined Indicated Mineral Resources of 115.2 million short tons (Mst) or 104.5 million metric tonnes (Mt) grading 0.048 troy ounces per short ton (oz/st) Au or 1.63 grams per metric tonne (g/t) Au, 0.077 oz/st (2.65 g/t) Ag, and 0.07% Sb. The aggregate Indicated Mineral Resources contain 5.46 million oz (Moz) Au, 8.90 Moz Ag, and 155.2 million pounds (Mlbs) Sb.

 

· Combined Probable Mineral Reserves of 98.07 Mst (88.96 Mt) grading 0.047 oz/st (1.60 g/t) Au, 0.071 oz/st (2.43 g/t) Ag, and 0.07% Sb. Total contained metal in the Probable Mineral Reserves includes 4.58 Moz Au, 6.96 Moz Ag, and 137.0 Mlbs Sb.

 

· The four deposits combined also contain additional Inferred Mineral Resources of 10.8 Mst (9.8 Mt) grading 0.032 oz/st (1.10 g/t) Au, 0.049 oz/st (1.67 g/t) Ag, and 0.04% Sb that is not utilized in the PFS. The combined Inferred Mineral Resources contain 347 koz Au, 523 koz Ag, and 9.5 Mlbs Sb. 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.

 

· The mineralization is primarily hosted in sulfides, with modest amounts of oxides, both of which can be treated with different extraction processes in the same plant. Sulfide mineralization would be milled and treated with bulk flotation, or with sequential flotation when sufficient antimony is present, to produce two products: (1) an antimony concentrate for off-site shipment to a smelter, and (2) a gold concentrate. In both cases, sulfide gold concentrates would be further processed on-site using pressure oxidation (POX) followed by vat leaching to produce gold-silver doré. The oxide material would be milled and then vat leached to recover gold and silver only, with a significant portion processed during down times for the POX circuit.

 

· Production is recommended to average 8.05 Mst of ore fed to the crusher per year (22,050 short tons per day (st/d)) with an average strip ratio of 3.5:1; in metric units, this equates to 7.30 Mt and 20,000 t/d. With this production rate, the mine life would be approximately 12 years. The average mill feed gold grade for the Project is approximately 0.047 oz/st (1.60 g/t) containing 4,575 thousand ounces (koz) of gold with significant sliver and antimony credits.

 

· Payable metals for the Project total 4,006 koz of gold, 1,467 koz of silver, and 67,900 thousand lbs (klbs) of antimony for the Project life of mine.

 

· Total capital cost would be approximately $1,125 million, including start-up capital costs of $970 million, sustaining capital costs of $99 million, and closure costs of $56 million.

 

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· Using the Base Case economic factors detailed in Section 22, the financial model yields a pre-tax net present value at a 5% discount rate (PTNPV5%) of $1,093 million and an after tax net present value at a 5% discount rate (ATNPV5%) of $832 million. As currently designed, the Project’s Internal Rate of Return (IRR) is 19.3% with a payback period of approximately 3.4 production years.

 

· The ATNPV5% for the Project is most sensitive to changes in revenue, which is manifested as changes in metal prices, gold grades, or gold recovery. For example, a 20% increase in gold price or gold grade raises the ATNPV5% from $832 million to $1,369 million, a 63% increase for the base Case. Similarly, a decrease of 20% in gold grade, gold recovery, or gold price results in a 71% decrease in ATNPV5% for the Base Case.

 

· A number of risks and opportunities have been identified, including the potential for additional gold production from within the current pit outlines, as well as some from outside, either of which could significantly enhance the economic outcomes for the Project.

 

· The closure concept for the Project envisions removal or demolishing of onsite facilities, comprehensive reclamation and reforestation of disturbed areas, permanent establishment of fish passage through the site, and a sustainable environment.

 

The economic and technical analyses included in this Report provide only a summary of the potential Project economics based on the assumptions set out herein. There is no guarantee that the Project economics described herein can be achieved.

 

1.3 Regulatory Information

 

This Report has been prepared based on the results of a PFS completed for the Project, which is located in the Stibnite-Yellow Pine mining district (District), Idaho. The Project is wholly owned by direct or indirect subsidiaries of Midas Gold Corp. (“MGC”), a TSX-listed British Columbia company. Unless the context indicates otherwise, references to “Midas Gold” throughout this Report include one or more of the aforementioned subsidiaries of MGC.

 

This Report has been prepared under the direction of Independent Qualified Persons (QP) and in compliance with the Canadian Securities Administrators (CSA) National Instrument 43-101 (NI 43-101) standards for reporting mineral properties, Companion Policy 43-101CP, and Form 43-101F1. This Report supersedes and replaces the technical report entitled ‘Preliminary Economic Assessment Technical Report for the Golden Meadows Project, Idaho’ prepared by SRK Consulting (Canada) Inc. and dated September 21, 2012 (PEA) and that report should no longer be relied upon.

 

For readers to fully understand the information in this Report, they should read the Report (to be available on SEDAR or at www.midasgoldcorp.com by the end of 2014) in its entirety, including all qualifications, assumptions and exclusions that relate to the information set out in this Report that qualifies the technical information contained in the Report. The Report intended to be read as a whole, and sections should not be read or relied upon out of context. The technical information in the Report is subject to the assumptions and qualifications contained in the Report.

 

1.4 Reliance on Other Experts

 

Certain sections of the Report rely on reports and statements from legal and technical experts who are not Qualified Persons as defined by NI 43-101. The Qualified Persons responsible for preparation of this Report have reviewed the information and conclusions provided that they are responsible for and determined that they conform to industry standards, are professionally sound, and are acceptable for use in this Report.

 

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1.5 Property Description and Location

 

The Stibnite Gold Project is located in central Idaho, USA. The Project lies approximately 100 miles (mi) northeast of Boise, Idaho, 38 mi east of McCall, Idaho, and approximately 10 mi east of Yellow Pine, Idaho. Figure 1.1 illustrates the location of the Project.

 

The Hangar Flats, West End, and Yellow Pine deposits, along with the Historic Tailings, lie within mineral concessions controlled by Midas Gold, as are other exploration prospects and targets identified in this Report. Mineral rights controlled by Midas Gold include patented lode claims, patented mill site claims, unpatented federal lode claims, and unpatented federal mill site claims and encompass approximately 27,104 acres or 42 square miles. The claims are 100% owned, except for 27 patented lode claims that are held under an option to purchase. The Project is subject to a 1.7% NSR Royalty on gold only. There is no royalty on silver or antimony.

 

1.6 Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

The Stibnite Gold Project is located approximately 152 road-miles northeast of Boise, Idaho in an area of deeply incised drainage related to the East Fork of the South Fork of the Salmon River (EFSFSR) at an elevation of ~ 6,500 feet (ft) with nearby mountains rising to an elevation of approximately 7,800 to 8,900 ft.

 

The climate is characterized by moderately cold winters and mild summers. Most precipitation occurs as snowfall in the winter and rain during the spring. The local climate allows for year round operations, as evidenced by historical production over extended periods, and climate information.

 

Ground access to the Property is currently available by road from the nearby towns of Cascade, Idaho, an 84 mile drive and, during the snow free months, from McCall, Idaho, which is a 63-mi drive. The closest rail is in Cascade, while the closest access for sea transportation is on the west coast of the US and Canada, or via the inland port of Lewiston, ID.

 

Power-lines would need to be installed/upgraded from the main regional Idaho Power Corporation (IPCo) substation at Lake Fork to the Project site, a distance of 42 mi, along an existing and previously used right-of-way.

 

Midas Gold has four permanent and three temporary water rights in the District.

 

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Figure 1.1:     Location Map of the Stibnite Gold Project

 

 

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1.7 History

 

The Project is located in a past-producing area near the historical town of Stibnite. Since the late 1920s, gold, silver, antimony, tungsten, and mercury mineralized materials have been mined in the area by both underground and, later, open pit methods, creating numerous open pits, underground workings, large-scale waste rock dumps, heap leach pads, spent heap leach ore piles, tailings depositories, a mill site, three town sites, an airstrip, and other disturbances, some of which still exist today. Antimony-tungsten-gold sulphide milling operations ceased in 1952 as a result of lower metal prices following the end of the Korean War, while mercury operations on the Cinnabar claims continued until 1963. Exploration recommenced in 1974, followed by open pit mining and seasonal on-off heap leaching from 1982 to 1997. Midas Gold commenced its exploration activities in 2009.

 

Table 1.1 summarizes the approximate historical production for the Project by area; additional details are provided in Section 6.

 

Table 1.1:     Estimated Historical Metal Production

 

Area  

Production

Years

 

Tons Mined

(st)

   

Recovered

Au (oz)

   

Recovered

Ag (oz)

   

Recovered

Sb (st)

   

Recovered

WO3 (units)(1)

 
Hangar Flats   1928 - 38     303,853       51,610       181,863       3,758       67  
Yellow Pine   1938 - 92     6,493,838       479,517       1,756,928       40,257       856,189  
West End   1978 - 97     8,156,942       454,475       149,760       -       -  
Totals         14,954,633       985,602       2,088,551       44,015       856,256  

 

Note:

(1) A unit of WO3 (tungsten trioxide) is 1% of a short ton (20 pounds), and WO3 is 79.3% tungsten. A short ton unit of WO3, therefore, equals 20 pounds of WO3 and contains 15.86 pounds of tungsten.

 

1.8 Geological Setting and Mineralization

 

The Project area is underlain by pre-Cretaceous “basement” sediments, the Cretaceous-age Idaho Batholith (granitic), Tertiary-age intermediate to felsic intrusions and volcanics, younger unconsolidated sediments derived from erosion of the older sequences and glacial materials.

 

Large, north-south striking, steeply dipping to vertical structures exhibiting pronounced gouge and multiple stages of brecciation occur in the central and eastern portions of the property and are often associated with east-west and northeast-southwest trending splays and dilatant structures.

 

Intrusive-hosted precious metals mineralization typically occurs in structurally prepared zones in association with very fine-grained disseminated arsenical pyrite (FeS2) and, to a lesser extent, arsenopyrite (FeAsS), with gold almost exclusively in solid solution in these minerals.

 

Antimony mineralization occurs primarily associated with the mineral stibnite (Sb2S3). Zones of silver-rich mineralization locally occur with antimony and are related to the presence of pyrargyrite (Ag3SbS3), hessite (Ag2Te) and acanthite (Ag2S).

 

Metasediment-hosted mineralization has a similar sulfide suite and similar geochemistry to the intrusive hosted mineralization, but with higher carbonate content in the gangue and a much more diverse suite of late stage minerals.

 

1.9 Deposit Types

 

The origin of the wide variety of mineralization occurrences at the Stibnite Gold Project is attributed to deep-seated intrusives and associated high temperature and high pressure processes to shallow lower temperature, lower pressure hydrothermal processes.

 

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1.10 Exploration

 

The District has been the subject of exploration and development activities for nearly 100 years. Numerous prospects have been discovered through the years using a variety of methods. Some of these prospects were developed into mines and others remain undeveloped; further, new ones may be discovered as the Project advances and the nature of mineralization previously exploited is better understood.

 

Midas Gold’s analysis of historical data and its exploration since 2009 has identified a number of key exploration opportunities:

 

· There is potential at each of the Hangar Flats, West End and Yellow Pine deposits to increase Mineral Resources and Mineral Reserves at grades higher than cut-off, this potential includes conversion of currently Inferred Mineral Resources to higher confidence levels, conversion of currently unclassified material within the economic pits, and expansion potential immediately adjacent to the existing Mineral Resources and Mineral Reserves that could result in increased Mineral Reserves and reduced strip ratios;

 

· There is good potential to delineate high grade, Au +/- Sb, near surface underground mineral deposits at prospects such as Scout, Garnet and Upper Midnight (based on varying degrees of drilling already completed) that could provide supplemental early mine life, higher margin, mill feed;

 

· There is potential for the discovery and definition of additional mineral deposits along the main mineralized trends, such as between Hangar Flats and Yellow Pine, based on exploration and drilling completed to date;

 

· A number of other prospects have been defined to varying degrees, up to and including detailed drilling, that indicate potential for bulk tonnage disseminated Au deposits similar to those containing the current Mineral Resources – these include the Rabbit and Ridgetop-Cinnamid prospects; and

 

· A number of prospects, such as Mule, have different geologic settings to those discussed above but which could potentially develop into significant mineral deposits.

 

Note: There has been insufficient exploration to define Mineral Resources on these prospects and it is uncertain whether further exploration will result in the targets being delineated as either Mineral Resources or Mineral Reserves.

 

1.11 Drilling

 

The Project area, including the three main deposits, has been drilled by numerous operators, totaling 773,744 ft in 2,606 drill holes, of which Midas Gold drilled 550 holes, totaling over 326,275 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. All Midas Gold holes were surveyed and recoveries were generally good to excellent. Industry standard QA/QC procedures were used by Midas Gold, including sample security, blanks, standards and duplicates and these procedures were verified by the Independent QP.

 

1.12 Data Verification

 

Extensive data verification programs have been undertaken by numerous independent consultants for Midas Gold and by Midas Gold personnel, as discussed in previous NI 43-101 technical reports (SRK, 2011; SRK, 2012) and discussed in this Report. These verification programs have been essential in ensuring that the datasets used for the Mineral Resource estimates are validated and verified as adequate for the estimation of Mineral Resources for each of the respective deposits. 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 Hanger Flats, West End, Yellow Pine and Historic Tailings deposits is adequate for this purpose and may be relied upon to report the Mineral Resources and Mineral Reserves contained in this Report.

 

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1.13 Mineral Processing and Metallurgical Testing

 

Subsequent to the test work program undertaken for the 2012 PEA and other historical testing undertaken by prior owners and operators, a total of seven flowsheet development composites and 114 variability composites were prepared for metallurgical testing in support of the PFS from the more than 800 samples collected from the Project. Mineralogical work confirmed that the gold is mostly present in both pyrite and (to a much lesser extent) arsenopyrite, at concentrations that are usually high enough to economically justify flotation concentration followed by POX of the sulfides and cyanidation of the released gold. Oxide zones, mostly in the West End Deposit, contained very fine-grained, discrete gold available to direct cyanidation. Antimony occurs as stibnite, which is typically coarse-grained when occurring in higher-grade samples.

 

After the PEA related testing, grindability testing was conducted on all deposits, including two JK Drop Weight tests, 22 JK SAG mill characterization (SMC) tests, 10 crusher work index and abrasion index tests, 8 rod mill work index, and 24 ball mill work index tests. All composites indicate medium hardness (ball mill work index 13.0 to 14.1 kWh/t) and are amenable to semi-autogenous grinding (SAG) milling, though West End is somewhat more resistant to SAG milling, and Yellow Pine appears to be slightly more resistant to ball milling.

 

Over 300 metallurgical tests were completed on samples from the Yellow Pine, Hangar Flats, West End and Historic Tailings deposits as part of the PFS; in addition, more than 130 tests were completed for the PEA and numerous test programs were completed by prior owners and operators. Despite some mineralogical differences between the deposits, developmental metallurgical testwork has been able to identify a single, modular flowsheet that proved successful when applied to each of the deposits, making it possible to design a single plant that can process all ores from the Project as they are mined. This plant would, when antimony grades are high enough, float off the stibnite to create a saleable antimony concentrate, and then all ores (whether or not antimony is pre-floated) would be subject to bulk flotation of sulfides to produce an auriferous concentrate. Limited testwork on the Historic Tailings showed that they could be successfully co-processed through either flowsheet with the early production Yellow Pine ores.

 

At most times, the rougher flotation concentrates are expected to meet the POX sulfur content requirements and not require further cleaning, although West End concentrates require additional processing to reject carbonate-bearing (CO3) minerals from the gold concentrates to produce a POX friendly concentrate.

 

Developmental leaching test work was also undertaken on the West End oxide ores, as well as on select flotation tailings produced from partially oxidized mineralization from Hangar Flats and West End. West End oxide leach studies indicate that 96% of the extracted gold leaches in the first six hours, with another 2% leached over the final 18 hours. Leach studies on the flotation tailings from Hangar Flats and West End indicate that any leachable gold in the flotation tailings is also fast leaching and could contribute significantly to gold recovery. Leach studies on the flotation tailings from Yellow Pine suggest little incremental recovery, but leaching them would provide additional assurance against losses of cyanide-soluble gold.

 

The projected overall recoveries for each deposit are shown on Figure 1.2 and Figure 1.3.

 

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Figure 1.2:     Gold and Silver Recoveries to Doré

 

 

Figure 1.3:     Antimony Concentrate Recoveries

 

 

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1.14 Mineral Resource Estimates

 

The Mineral Resource estimates for Hangar Flats, West End and Yellow Pine deposits, and the Historic Tailings, were prepared to industry standards and best practices using commercial mine-modeling and geostatistical software by third party consultants and verified by an Independent QP.

 

The Mineral Resources were initially calculated using a gold price of $1,400/oz and parameters defined in Section 14; based on this, the open pit sulfide cut-off grade was calculated as approximately 0.016 oz/st (0.55 g/t) Au and the open pit oxide cut-off grade calculated as approximately 0.010 oz/st (0.35 g/t) Au. However, Midas Gold elected to report its Mineral Resources at a 0.022 oz/st (0.75 g/t) Au sulfide cut-off grade and 0.013 oz/st (0.45 g/t) Au oxide cut-off grade, which is equivalent to utilizing the cost assumptions stated in Section 14 and a gold selling price of approximately $1,000/oz for sulfides and $1,100/oz for oxides. The consolidated Mineral Resource statement for the Project is shown in Table 1.2.

 

Table 1.2:     Consolidated Mineral Resource Statement for the Stibnite Gold Project

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated                                                        
Hangar Flats     21,389       1.60       1,103       4.30       2,960       0.11       54,180  
West End     35,974       1.30       1,501       1.35       1,567       0.008       6,563  
Yellow Pine     44,559       1.93       2,762       2.89       4,133       0.09       84,777  
Historic Tailings     2,583       1.19       99       2.95       245       0.17       9,648  
Total Indicated     104,506       1.63       5,464       2.65       8,904       0.07       155,169  
Inferred                                                        
Hangar Flats     7,451       1.52       363       4.61       1,105       0.11       18,727  
West End     8,546       1.15       317       0.68       187       0.006       1,083  
Yellow Pine     9,031       1.31       380       1.50       437       0.03       5,535  
Historic Tailings     140       1.23       6       2.88       13       0.18       563  
Total Inferred     25,168       1.32       1,066       2.15       1,743       0.05       25,908  

 

Notes:

(1) All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) definitions, as required under National Instrument 43-101 (“NI43-101”).
(2) Mineral Resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.
(3) Open pit sulfide Mineral Resources are reported at a cutoff grade of 0.75 g/t Au and open pit oxide Mineral Resources are reported at a cutoff grade of 0.45 g/t Au.

 

The Yellow Pine and Hangar Flats deposits contain zones with substantially elevated antimony-silver mineralization, defined as containing greater than 0.1% antimony, relative to the overall Mineral Resource. The existing Historic Tailings Mineral Resource also contains elevated concentrations of antimony. These higher-grade antimony zones are reported separately in Table 1.3. Antimony zones are reported only if they lie within gold Mineral Resource estimates.

 

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Table 1.3:     Antimony Sub-Domains Consolidated Mineral Resource Statement

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)(3)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)(3)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Total Indicated     12,564       1.98       800       6.23       2,518       0.50       138,218  
Total Inferred     1,735       1.74       97       6.88       384       0.60       22,959  

 

Notes:

(1) Antimony Mineral Resources are reported as a subset of the total Mineral Resource within the conceptual pit shells used to constrain the total Mineral Resource in order to demonstrate potential for economic viability, as required under NI43-101; mineralization outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate.
(2) Open pit antimony sulfide Mineral Resources are reported at a cutoff grade 0.1% antimony within the overall 0.75 g/t Au cutoff.
(3) Includes contributions from Hangar Flats, Yellow Pine and Historic Tailings. See Section 14 for details.

 

1.15 Mineral Reserve Estimates

 

The qualified person (QP) for the estimation of the Mineral Reserve was John M. Marek, P.E. of Independent Mining Consultants, Inc. The Mineral Reserves were estimated in conformity with generally accepted Canadian Institute of Mining and Metallurgy (CIM) “Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines” and are reported in accordance with the Canadian Securities Administrators’ NI 43-101. Mr. Marek has reviewed the risks, opportunities, conclusions and recommendations summarized in Sections 25 and 26, and he is not aware of any unique conditions that would put the Stibnite Gold Mineral Reserve at a higher level of risk than any other North American developing projects.

 

The Mineral Reserve was developed by allowing only Indicated Mineral Resource blocks to contribute positive economic value, and is a subset of the Mineral Resource comprised of the Probable Mineral Reserve that is planned for processing over the life-of-mine plan, with assumptions summarized in Sections 15 and 16. No economic credit has been applied to Inferred mineralization in the development of the Mineral Reserve; further blocks needed to be economic based on gold content alone before being categorized as a Mineral Reserve. A series of floating cones were developed by varying the gold price from $200/oz to $1,500/oz and then evaluated at a $1,200/oz price for gold without changing the size of the cone; for Yellow Pine, an $800/oz cone was selected as optimal, while $1,100/oz cones were selected for Hangar Flats and West End.

 

Based on the longer-term nature of the Project, cutoff grades for Mineral Reserves were developed assuming long term metal prices of $1,350/oz gold, $22.50/oz silver, and $4.50/lb antimony for material lying within the cones selected above. Confidence classification was based on gold estimation.

 

The cut-off grade is defined by a term called ”Net of Process Revenue” (NPR) which takes into account final PFS processing recoveries, processing costs, and smelter terms (see Section 15), with any block with a NPR greater than zero meets the requirement for internal cutoff grade. The processing costs for ore range from $9.07/st for oxides to $17.00/st for high antimony sulfides with an additional $3.40/st of ore for G&A. Therefore the NSR equivalent of the cut-off grade range is: $12.47/st – $20.40/st. The Mineral Reserves are summarized in Table 1.4.

 

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Table 1.4:     Stibnite Gold Project Probable Mineral Reserve Estimate (Imperial & Metric Units)

 

          Average Grade     Total Contained Metal  
Deposit   Tonnage     Gold     Antimony     Silver     Gold     Antimony     Silver  
Imperial Units   (kst)     (oz/st)     (%)     (oz/st)     (koz)     (klbs)     (koz)  
Yellow Pine     43,985       0.057       0.098       0.090       2,521       86,376       3,973  
Hangar Flats     15,430       0.045       0.132       0.086       690       40,757       1,327  
West End     35,650       0.035       0.000       0.040       1,265       -       1,410  
Historic Tailings     3,001       0.034       0.165       0.084       102       9,903       252  
Total Probable Mineral Reserve(1)     98,066       0.047       0.070       0.071       4,579       137,037       6,962  

 

Metric Units   (kt)     (g/t)     (%)     (g/t)     (t)     (t)     (t)  
Yellow Pine     39,903       1.97       0.098       3.10       78.4       39,179       123.6  
Hangar Flats     13,998       1.53       0.132       2.95       21.5       18,487       41.3  
West End     32,341       1.22       0.000       1.36       39.3       -       43.9  
Historic Tailings     2,722       1.17       0.165       2.88       3.2       4,492       7.8  
Total Probable Mineral Reserve(1)     88,964       1.60       0.070       2.43       142.4       62,159       216.5  

 

Notes:

(1) Metal prices used for Mineral Reserves: $1350/oz Au, $22.50/oz Ag, $4.50/lb Sb.
(2) Block MUST be economical based on gold value only in order to be included as ore in Mineral Reserve.
(3) Numbers may not add exactly due to rounding.

 

Mineral Reserves exclude approximately 10.8 Mst with average grades of 0.032 oz/st (1.10 g/t) Au, 0.049 oz/st (1.67 g/t) Ag and 0.05% Sb that are Inferred Mineral Resources that lie within the Mineral Reserve pit limits; conversion of some or all of these tons would increase payable metal and reduce strip ratios. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Inferred Mineral Resources 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.

 

1.16 Mining

 

The mine plan developed for the Project incorporates the mining of the three in situ Mineral Deposits: Yellow Pine, Hangar Flats, and West End and their related waste rock, and the re-mining of Historic Tailings along with its cap of spent heap leach ore (SODA). Ore from the three pits would be sent to a centrally located crusher while the Historic Tailings would be fed by slurry into the process plant’s grinding circuit. Waste rock would be sent to four distinct destinations: the tailings storage facility (TSF), the main Waste Rock Storage Facility (Main WRSF), the West End Waste Rock Storage Facility (West End WRSF), and to the Yellow Pine pit as backfill. The general sequence of mining would be the Yellow Pine deposit first, Hangar Flats second, and West End third. This planned sequence is driven by the need to backfill the Yellow Pine pit with waste rock from the West End pit in order to restore the original gradient of the EFSFSR while using environmentally appropriate carbonate-rich material for such backfill. This order generally follows a sequence of mining gold ounces from highest grade to lowest grade, and lowest cost to highest cost. The Historic Tailings, which lie within the footprint of the Main WRSF, would be removed during the first four years of the mine schedule to make the necessary space for the Main WRSF.

 

Mining at the Stibnite Gold Project would be accomplished using conventional open pit hard rock mining methods. Mining is planned to deliver 8.05 Mst of ore to the crusher per year (22,050 st/d), with stockpiling by ore type (low antimony sulfide, high antimony sulfide and oxide). Batches of oxide and sulfide material would be sent to the crusher; the oxide feed would be vat leached while the sulfide material would be floated to produce up to two concentrates: (1) an antimony concentrate, when there is sufficient antimony to justify recovering it, to be sent offsite and (2) a gold-bearing sulfide concentrate that would be oxidized in an autoclave and then sent to agitated leach tanks for gold-silver leaching.

 

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The PFS mine plan schedules 98.066 Mst of ore to be fed to the processing plant from Yellow Pine, Hangar Flats and West End pits. The mining sequence requires the waste stripping to average 3.5:1 (waste rock: ore) for the first 3 years; then the stripping ratio would grow to 4.2:1 for years 4 through 9 after which it would drop to an average of 2.4:1 for the final 3 years. During the first four years, 3.0 Mst of Historic Tailings would be fed to the processing plant at a stripping ratio of 2.0:1 (SODA:tailings). The life-of-mine (LOM) strip ratio averages 3.5:1.

 

Figure 1.4 is a graphical depiction of the ore and waste rock movements from the mining phases by period and the contained gold ounces for the potential mine schedule for the Stibnite Gold Project; preproduction material from Year -1 would be processed in Year 1.

 

Figure 1.4:     District Ore and Waste Movements and Ounces of Contained Gold Mined by Year

 

 

A summary of the mill feed by deposit is provided on Figure 1.5. This figure represents the Mineral Reserve because the Probable Mineral Reserve corresponds to the total ore processed in the mine.

 

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Figure 1.5:     Ore Mining Schedule by Deposit and Phase

 

 

A summary of the mill feed statistics by ore type is provided in Table 1.5

 

Table 1.5:     LOM Mill Feed Statistics by Ore Type

 

Item   Unit   Value
General LOM Production Statistics
Waste Rock Mined   Mst   346.7
Ore Mined   Mst   98.1
Strip Ratio (waste rock tons : ore tons).   st:st   3.5:1
Daily Mill Throughput   st/d   22,050
Annual Mill Throughput   Mst   8.05
Mine Life   production years   12
LOM Average Mill Head Grade
Tonnage Milled   Mst   98.1
Gold Feed Grade   oz/st Au   0.047
Silver Feed Grade   oz/st Ag   0.071
Antimony Feed Grade   % Sb   0.070
Oxide Ore
Tonnage Milled   Mst   10.7
Gold Feed Grade   oz/st Au   0.025
Silver Feed Grade   oz/st Ag   0.030
Antimony Feed Grade   % Sb   -

 

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Item   Unit   Value
High Antimony Ore
Tonnage Milled   Mst   11.0
Gold Feed Grade   oz/st Au   0.061
Silver Feed Grade   oz/st Ag   0.193
Antimony Feed Grade   % Sb   0.528
Low Antimony Ore (includes Historic Tailings)
Tonnage Milled   Mt   76.3
Gold Feed Grade   oz/st Au   0.048
Silver Feed Grade   oz/st Ag   0.059
Antimony Feed Grade   % Sb   0.014

 

Mining would be performed with up to eighteen 200 st class haul trucks loaded by up to four 23.5 cubic yard front end loaders. The trucks would be light-body versions with an actual haulage capacity of 220 st. Blast holes would be 7-7/8” in diameter drilled by up to four drill rigs. An auxiliary fleet comprising dozers, motor graders water trucks and other ancillary equipment is also included in equipment requirements.

 

The overall gold recoveries to doré are expected to average approximately 90% from Yellow Pine, 87% from Hangar Flats, 86% from West End, and 75% from the Historic Tailings. When processing material containing more than 0.1% Sb, antimony recoveries are expected to average 82% for Hangar Flats and 87% for Yellow Pine, with minor gold and silver contained in the antimony concentrate.

 

Figure 1.6 is a general overview of the mine site at the end of mine life prior to closure and reclamation.

 

1.17 Recovery

 

The Project’s process plant has been designed to process sulfide, transition and oxide material from the Yellow Pine, Hangar Flats, and West End deposits. The processing facility is designed to treat an average of 22,050 st/d, or 8.05 Mst/y. Additionally, the Historic Tailings would be reprocessed early in the mine life to recover precious metals and antimony, and to provide space for the Main WRSF.

 

The overall gold recoveries to doré are expected to average approximately 90% from Yellow Pine, 87% from Hangar Flats, 86% from West End, and 75% from the Historic Tailings. When processing material containing more than 0.1% Sb, antimony recoveries are expected to average 82% for Hangar Flats and 87% for Yellow Pine, with minor gold and silver contained in the antimony concentrate.

 

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Figure 1.6: Overall Site Layout

 

 

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  1.18 Process Operation Components

 

Run-of-mine (ROM) material would be crushed and milled, then flotation would be used to recover antimony as a stibnite flotation concentrate (with some silver and minor gold) when there is sufficient antimony to justify it. For all sulfide ore, an auriferous bulk sulfide flotation concentrate would be produced and oxidized in an autoclave. The autoclave residue and flotation tailings would be processed through conventional cyanidation and, doré bars produced containing gold and silver. Historic Tailings would be introduced into the ball mill during the first 3 - 4 years of operation. Tailings from the operation would be deposited in a geomembrane-lined TSF. The process operations include the following components:

 

· Crushing Circuit – ROM material would be dumped onto a grizzly screen and into the crusher dump hopper feeding a jaw crusher operating at an average utilization of 75% yielding an instantaneous design-throughput of 1,225 short tons per hour (st/h).

 

· Grinding Circuit – The grinding circuit incorporates a single semi-autogenous (SAG) mill, single ball mill design with an average utilization of 92%, yielding an instantaneous design-throughput of 998.5 st/h. When Historic Tailings are processed during early years of the operation, the slurry from the plant would also flow to the cyclone feed pump box. Cyclone underflow flows by gravity to the ball mill; cyclone overflow, at 33% solids with a target size of 80% passing (P80) 75 microns, would be screened to remove tramp oversize and flow through a feed sample system and on to the antimony or gold rougher flotation circuit, depending on the antimony concentration of the material.

 

· Flotation Circuit (Antimony and Gold) – The flotation circuit consists of up to two sequential flotation stages to produce two different concentrates; the first stage of the circuit was designed to produce an antimony concentrate when the antimony grade is high enough, or bypassed if not, and the second stage was designed to produce a gold-rich concentrate.

 

· Pressure Oxidation Circuit – Two concentrate surge tanks would be pumped to the autoclave feed tank, which would feed the autoclave. The autoclave is designed to provide one hour of retention time at 428 degrees Fahrenheit to oxidize the sulfides and liberate the precious metals. Autoclave discharge would be processed through flash vessels and gas discharge is processed through a scrubber. Slurry discharge from the flash vessels would be processed through the basic ferric sulfate (BFS) re-leach tanks to stabilize the solids prior to cyanide leaching.

 

· Oxygen Plant – An oxygen plant producing 670 st/d of gas at 95 percent oxygen and a gauge pressure (psig) of 570 is planned. The oxygen would be from a vendor-owned oxygen plant located near the autoclave building providing the autoclave with an “over the fence” supply.

 

· Oxidized Concentrate Processing – Post-POX, the concentrate stream would be conditioned with lime and leached for 24 hours and discharged to a six stage pump-cell carbon-in-pulp (CIP) circuit for precious metal recovery from this high grade stream. The CIP tailings would be discharged to the flotation tailings leach circuit for extended retention time and to minimize reagent costs for the tailings leach system.

 

· Oxide Carbon-in-Leach and Tailings Detoxification – A (CIL) circuit was included in the design of the process plant to recover gold from non-refractory material in the flotation tailings, and in oxide material from the West End deposits that would be processed during oxidation circuit scheduled maintenance periods.

 

· Carbon Handling – Loaded carbon from the CIP circuit would be processed through a conventional carbon handling circuit.

 

· Gold Room – Precious metals would be recovered from the strip solution by electrowinning.

 

· Tailings – Tailings would be pumped from the process plant to the TSF In a HDPE-lined carbon steel pipe.

 

· Process Control Systems - The process plant design includes an integrated process control system.

 

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1.19 Project Infrastructure

 

Site Access

 

The site is currently accessed by the Stibnite Road, National Forest (NF-412), from the village of Yellow Pine, with three alternative routes up to that point. To address a number of shortcomings related to these routes, alternative access via the Burntlog Route was selected over several other possible alternatives because it provides safer year-round access for mining operations, reducing the proximity of roads to streams, creeks and rivers, and this route respects the advice and privacy of community members close to the Project location.

 

Onsite and Offsite Facilities

 

In an effort to reduce traffic to and from the Project site and to reduce housing requirements at the site, administrative offices for Project would be located in or near the town of Cascade (the Cascade Complex). The Cascade Complex would include offices for some managers, safety and environmental services, human resources, purchasing, and accounting personnel. The Cascade Complex would also have a small warehouse, a parking area for trucks to check-in and assemble prior to traveling to the Project site and the main assay laboratory.

 

Midas Gold currently has an on-site facility capable of housing approximately 60 and feeding 125 workers per 12 hour shift. To manage the estimated peak construction workforce of 1,000-persons, the existing exploration camp would be relocated and expanded to provide the necessary accommodations. The operations camp would be developed by upgrading, and downsizing, the construction camp to meet the needs of the operations staff that would peak at over 500 persons.

 

Power Supply and Transmission

 

Grid power was selected as the best alternative for the electrical power supply for the Project based on its low operating cost and likely lowest environmental impact. In order provide the necessary power, the existing grid system would need to be upgraded to support the full anticipated 50 megawatt (MW) load of the Project. The upgrades would include an upgrade of approximately 42 mi of 69 kilovolt (kV) lines to 138 kV, new 138 kV substations at Lake Fork, Cascade, and Warm Lake, as well as measures to strengthen the voltages on the IPCo system. In addition, IPCo would re-supply small consumers between Warm Lake and Yellow Pine via a replacement 12.5 kV line. Construction power supply would be provided by three diesel generators that would then be used as emergency backup for the remainder of the operations of the Project.

 

Water Management and Supply

 

Water management infrastructure would be needed for surface water and sediment management and to provide water supply for both personnel and the operations. The PFS provides the framework for a comprehensive approach to water management at the Project site, addressing water management objectives for construction, operation, and post-closure. Key elements include segregation of process water, contact water, untreated stormwater, and sanitary waste from the environment, provision for fish passage around and then through the Yellow Pine pit during operations and after closure respectively, clean-up of legacy issues in the Project area, and reclamation and closure of the site to achieve acceptable and sustainable water quality.

 

Waste Management

 

Mine waste requiring on-site management includes waste rock from the three open pits, flotation and POX tailings from ore processing, and historic mine waste (spent heap leach ore from SODA and the Hecla heap, as well as historical waste dumps) exposed during construction and mining. The existing Historic Tailings would be reprocessed, and subsequently commingled with the rest of the tailings. A single TSF would be constructed to retain all tailings from the processing of the various ore types. The TSF would consist of a rockfill dam and a geosynthetic-lined impoundment that would be constructed in stages throughout the Project life. A majority of the waste rock would be deposited in the main WRSF located downstream of the TSF dam and would act as a buttress (enhancing dam stability), used as rockfill in TSF construction, or placed as backfill within mined-out areas of the pits to facilitate closure and reclamation. Current test work indicates no need for special handling of any of the waste materials. Spent ore and waste rock from previous on-site operations would be used as a construction material in the TSF. With SODA material included, the TSF dam and WRSF combined would hold 210 Mst of waste rock and overburden. Most of the waste from the West End pit would be used to backfill portions of the West End and Yellow Pine pits, with the remainder placed at the TSF and West End WRSF.

 

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A geochemical characterization program was carried out for mine waste rock materials, including the spent ore on the SODA, which provides a basis for assessment of the potential for metal leaching and acid rock drainage, prediction of contact water quality, and evaluation of options for design, construction, and closure of the mine facilities. The results of the static geochemical test work demonstrate that the bulk of the Project waste rock material is likely to be net neutralizing and presents a low risk for acid generation, while there is still a potential to leach some constituents under the neutral to alkaline conditions (i.e. arsenic and antimony) both of which are currently elevated in ground and surface waters due to the naturally high geochemical background of these metals in the District and impacts from past mining activities. Similarly, bulk flotation tailings are expected to generate neutral pH drainage and require no special disposal considerations to prevent acidic drainage, and POX tailings will be blended with the bulk flotation tailings in order to benefit from their buffering capacity.

 

1.20 Market Studies and Contracts

 

The economic analysis completed for this PFS assumed that gold and silver production in the form of doré with payabilities, refining and transport charges as provided in Table 1.6.

 

Table 1.6:      Doré Payables, Refining and Transportation Assumptions

 

Parameter   Gold in Doré     Silver in Doré  
Metal Payability in Doré     99.5 %     98.0 %
Refining Charges     $1.00/oz Au       $0.50/oz Ag  
Transportation Charges     $1.15/oz Au       $1.15/oz Ag  

 

Table 1.7 summarizes the antimony concentrate payables and transportation charge assumptions for this PFS.

 

Table 1.7:      Antimony Concentrate Payables and Transportation Assumptions

 

Parameter   Concentrate Payables and Transportation Charges
Antimony Payability   Constant at 68% (based on a constant life-of-mine concentrate grade of 59%)
Gold Payability   <5.0 g/t Au no payability
≥5.0 g/t ≤8.5 g/t Au payability of approximately 15 - 20%
≥8.5 g/t ≤10.0 g/t Au payability of approximately 20 - 25%
≥10.0 g/t Au payability of approximately 25%
Silver Payability   <300 g/t Ag no payability
≥300 g/t ≤700 g/t Ag payability of approximately 40 - 50%
≥700 g/t Ag payability of approximately 50%
Transportation Charges   $151/wet tonne from site to Asia

 

The metal prices selected for the four economic cases in this Report are shown in Table 1.8.

 

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Table 1.8:      Assumed Metal Prices by Case

 

    Metal Prices    
Case     Gold
($/oz)
    Silver(1)
($/oz)
    Antimony(1)
($/lb)
    Basis
Case A     1,200     20.00     4.00     Lower-bound case that reflects the lower prices over the past 36 months and spot on December 1, 2014.

Case B

(Base Case)

    1,350     22.50     4.50     Approximate 24-month trailing average gold price as of December 1, 2014.
Case C     1,500     25.00     5.00     Approximate 48-month trailing average gold price as of December 1, 2014.
Case D     1,650     27.50     5.50     An upside case to show Project potential at metal prices approximately 20% higher than the base case.

 

Note:

(1)    Prices were set at a constant gold:silver ratio ($/oz:$/oz) of 60:1 and a constant gold:antimony ratio ($/oz:$/lb) of 300:1 for simplicity of analysis, although individual price relationships may not be as directly correlated over time. Historic gold:silver ratios have averaged around 60:1.

 

1.21 Environmental Studies

 

The Project area has been mined extensively for tungsten, antimony, mercury, gold, and silver since the early 1900s, providing strategic metals to the United States during war time critical minerals shortages, generating substantial economic benefit to the local counties and the State of Idaho, and providing much needed jobs and support to local businesses for nearly 100 years. These various historic mining efforts have left significant legacy environmental impacts that persist to this day, although multiple cleanup efforts undertaken by federal and state agencies and private entities have mitigated some of those historic impacts. Historic mining impacts have been compounded by extensive forest fires and subsequent damage from soil erosion, landslides and debris flows and resultant sediment transport.

 

In conjunction with the redevelopment of the Project area outlined in the PFS, Midas Gold has developed a plan to restore much of the site by removing existing barriers to fish migration and re-establishing salmon and steelhead fish passage, removing and reprocessing unconstrained historic tailings, reusing historic spent ore material for construction, restoring stream channels, and implementing sediment control projects such as repairing on Blowout Creek, as well as extensive reforestation of the Project area. Midas Gold has endeavored to minimize the Project’s footprint and related impacts by siting facilities and roads on previously disturbed ground and away from riparian areas, provided for a new access road that avoids rivers and large waterways, and would connect to grid power to minimize fossil fuel consumption and haulage.

 

Baseline Studies and Existing Conditions

 

An extensive set of baseline data demonstrating historic and existing conditions exists for the Project site, including those collected by contractors for the US Forest Service (USFS) and the US Environmental Protection Agency (EPA) that determined there were no unacceptable risks to the environment or human health and that there were no populations (fish, wildlife, or human) shown as having a "likely" risk. In 2001, the EPA and the Bureau of Environmental Health and Safety, Division of Health, Idaho Department of Health and Welfare, determined the risk to be too low for listing on the National Priorities List. In 2009 and 2010, contractors to Midas Gold conducted Phase I and Phase II Environmental Site Assessments, as prescribed by ASTM International (ASTM) Standard Practices; these assessments determined that there were no imminent threats to human health or the environment, but that there was a number of pre-existing significant and moderate recognized environmental conditions.

 

In 2011, Midas Gold retained environmental consulting firms to conduct technical adequacy audits of all existing environmental information and to develop individual work plans to conduct an environmental baseline collection program. These workplans were developed with input from involved state and federal agencies in order to establish the existing environmental conditions, identify and quantify environmental risks and liabilities, and monitor for potential impacts from onsite activities. Work programs commenced in 2011 and will continue into 2015 and beyond to ensure an adequate baseline accurately describe the existing environment at the “brownfield site”, and allow for a "full and fair" discussion of all potentially significant environmental impacts in the event that the Stibnite Gold Project moves forward.

 

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Consent Decrees

 

Several of the patented lode and mill site claims acquired by Midas Gold are subject to consent decrees entered in the US District Courts involving or pertaining to environmental liability and remediation responsibilities with respect to the affected properties, which provide regulatory agencies access and the right to conduct remediation activities and also require that heirs, successors and assignees refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies.

 

Permitting

 

Should a decision be made to file a Plan of Operations (PoO), approval of any Final PoO / Reclamation Plan for the Project would require an environmental analysis in compliance with the National Environmental Policy Act (NEPA), which requires federal agencies to study and consider the likely environmental impacts of the proposed action before taking whatever federal action is necessary for the Project to proceed. An EIS serves as an "overarching” permit requirement, as well as that for water discharge; waste and tailings placement and endangered species authorization. The EIS Record of Decision (ROD) effectively drives the entire permitting process, since a favorable ROD is required before these important clearances can be obtained. State and local permitting processes would be integrated and proceed concurrent with the EIS, and include air quality, cyanide, land application of water, groundwater, water rights, dam safety, reclamation, building permits, sewer and water systems, etc. Midas Gold believes it will be beneficial to have all permit processes integrated into the Idaho Joint Review Process (IJRP) and that the IJRP would play a key role in increased communication and cooperation between the various involved governmental agencies, and reduced conflict, delay, and costs in the permitting process. Midas Gold’s objective is to make the Project a fully integrated, sustainable, and socially and environmentally responsible operation through open communications and accessibility.

 

1.22 Social Impacts

 

Employment

 

Populations continue to grow in Valley and Adams Counties, but jobs are not keeping pace; unemployment rates in these counties are some of the highest in Idaho, while wages average only $27,433/year. The Project could do much to improve this situation, with current mining jobs in Idaho averaging $72,500/year and the Project offering an approximate average of some 400 direct and 321 indirect and induced jobs in Idaho generating aggregate annual payrolls of $48 million/year during the 3-year construction period (plus additional out-of-state contractors for specialized construction functions) and an approximate average of some 500 direct and 439 indirect and induced jobs generating aggregate annual payrolls of $56 million/year during the 12-year operating period.

 

Operations are scheduled for 365 days/year; a breakdown of the annual staffing requirements to operate and maintain the mine, processing plant, and appurtenant facilities and functions for the five functional work areas is provided on Figure 1.7. Whenever possible, the work force was segregated between the mine site and the Cascade Complex to limit the number of personnel at the mine site that require residential support and transportation to and from site.

 

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Figure 1.7:      Annual Direct Employment by Department

 

 

Taxes

 

To estimate the potential economic impacts from the Project, an economic impact model known as IMpact analysis for PLANning (IMPLAN) was constructed (Peterson, 2014). The IMPLAN model was used to estimate direct, indirect and induced taxes, that would be paid by other taxpayers (other than Midas Gold), and the tax estimates were combined with the direct federal, state and local taxes that would be paid by Midas Gold (see Section 22 for details on the PFS financial model and tax calculations) to develop an estimate for the overall taxes generated by the Project. Figure 1.8 presents a plot of estimated annual direct, indirect and induced taxes associated with the Project paid by both Midas Gold and other taxpayers to federal, state and local governments.

 

Taxes that would be paid directly by Midas Gold over the life of the Project, based on the assumptions in the PFS, are estimated at approximately $329 million in federal corporate income taxes, and $86 million in state corporate income and mine license taxes.

 

Additional indirect and induced taxes that result from Midas Gold’s activities that would be paid by other taxpayers, based on the assumptions in the PFS, are estimated at approximately $177 million in federal taxes (including payroll, excise, income and corporate), and $131 million in state and local taxes (including property, sales, excise, personal, corporate, and other).

 

Total direct, indirect and induced taxes are therefore estimated at $506 million in federal taxes and $218 million in state and local taxes, representing a significant contribution to the economy during the 15 year construction and operating life of the Project.

 

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Figure 1.8:      Chart of Estimated State and Federal Taxes

 

 

Environmental Mitigation and Remediation

 

Midas Gold has made considerable effort to design the Project restoration of the site through the incorporation of specific mitigation and remediation components, including re-establishing fish passage, removal and reprocessing of unconstrained Historic Tailings, removal of unconstrained historical waste rock, reuse of historical spent ore piles for construction, stream channel restoration projects, and sediment control. The mitigation and remediation activities and costs are summarized in Section 20 and Section 21, respectively. Additionally, the Project design team has optimized siting of facilities wherever possible to avoid riparian areas, limit stream crossings, position facilities on previously disturbed ground, move major access routes away from large waterways, minimize the number of people on site to limit traffic, and re-establish historic line power to the site to minimize fuel haulage and reduce greenhouse gas emissions. In some cases, disturbance of albeit already impacted wetlands and streams would be unavoidable, which disturbance Midas Gold intends to address through a mitigation bank or similar entity as well as through onsite replacement and restoration of existing wetlands. Midas Gold would continue to build on its strong record by continuing to proactively evaluate Best Management Practices (BMPs) and Standard Operating Procedures (SOPs) effectiveness, including a post-closure component.

 

A critical goal for Midas Gold has been the incorporation of fisheries protection and habitat restoration components aimed at achieving a sustainable anadromous fishery, including passage of migrating salmon, steelhead, and trout to the headwaters of the EFSFSR both during and after operations for the first time since 1938. Upon closure, new enhanced wetlands and spawning grounds would be established to assist in the return of fish migration and reestablishment of a health riparian zone along the rebuilt stream channel. Midas Gold has also incorporated efforts to improve water quality by removing historical tailings, spent ore and waste rock and respectively reprocessing, reusing and relocating these materials, as well as developing sediment control features for Blowout Creek, currently a major contributor of sediment, and replanting historically disturbed and forest fire affected areas to reduce sedimentation.

 

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Closure

 

During construction, operations and once operations cease, extensive reclamation would be completed, creating enhanced surface water systems and suitable fisheries habitat. Midas Gold has identified 17 priority Project conservation components that form the basis of the overall conservation strategy that are summarized in Section 20; Figure 1.9 presents a site-wide illustration of the overall closure strategy. These components include: construction of the new Burntlog Road (which effectively moves the primary transportation route away from the Johnson Creek fishery), backfilling the Yellow Pine pit with environmentally appropriate material to create a stable hydrogeologic gradient suitable to the current conditions, closure of historic mine workings on USFS lands, ongoing wetlands and stream habitat enhancement, permanent restoration of fish passage up the EFSFSR, post-closure wetlands and stream habitat enhancement on top of the Meadow Creek TSF surface and reforestation of the Project area. The conservation commitment to restore the site through implementation of these measures is discussed in greater detail in Section 20, while closure costs are detailed in Section 21.

 

When operations cease, mobile and salvageable equipment would be removed, and foundations broken up, covered and re-vegetated (Figure 1.9). The objective is for the development of a self-sustaining natural environment that has addressed many of the historical impacts and supports a healthy fish and wildlife population. Post-closure monitoring is planned for an extended period to ensure that these objectives have been met.

 

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Figure 1.9:      Conceptual Post Closure Reclamation

 

 

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1.23 Economic Analysis

 

Capital and operating cost estimates were developed based on Q3 2014, un-escalated U.S. dollars. Vendor quotes were obtained for all major equipment. Most costs were developed by first principles, although some were estimated based on factored references and experience with similar projects.

 

Capital Costs

 

The estimated capital expenditure or capital costs (CAPEX) for the Project consists of four components: (1) the initial CAPEX to design, permit, pre-strip, construct, and commission the mine, plant facilities, ancillary facilities, utilities, operations camp, and on and off site environmental mitigation; (2) the sustaining CAPEX for facilities expansions, mining equipment replacements, expected replacements of process equipment and ongoing environmental mitigation activities during the operating period; (3) working capital to cover delays in the receipts from sales and payments for accounts payable and financial resources tied up in inventory, and (4) closure CAPEX to cover post operations reclamation costs. Initial and working CAPEX are the two main categories that need to be available to construct the Project. Table 1.9 summarizes the initial, sustaining and closure CAPEX for the Project.

 

Table 1.9:     Capital Cost Summary

 

Area   Detail   Initial
CAPEX
($000s)
    Sustaining
CAPEX
($000s)(2)
    Closure
CAPEX
($000s)(2)
    Total
CAPEX
($000s)
 
Direct Costs   Mine Costs   47,552 (1)   35,346     -     82,898  
    Processing Plant   336,219     1,579     -     337,798  
    On-Site Infrastructure   149,245     39,937     -     189,182  
    Off-Site Infrastructure   80,327     -     -     80,327  
Indirect Costs       176,687     4,275     -     180,962  
Owner's Costs       26,806     -     -     26,806  
Environmental Mitigation Costs       10,606     8,165     -     18,771  
Closure Bonding, Closure and Reclamation Costs       762     9,185     56,542     66,489  
Total CAPEX without Contingency       828,204     98,488     56,542     983,233  
Contingency       142,050     -     -     142,050  
Total CAPEX with Contingency       970,254     98,488     56,542     1,125,283  

 

Note:

(1)       Initial mining CAPEX includes environmental remediation costs as discussed in Section 21.

(2)       Contingency included in line items.

 

Mitigation costs only refer to relocation of a certain portion of the readily identifiable and quantified waste from historical mining activities; other costs related to recovery and reprocessing of Historic Tailings and relocation of unquantified waste rock at West End and Yellow Pine are included in operating costs and are partially offset by recovery of gold and antimony from the Historical Tailings.

 

Operating and All-In Costs

 

The cash operating costs include mine operating costs, process plant operating costs, general and administrative (G&A) costs, while total cash costs include smelting and refining charges, transportation charges, and royalties. A detailed breakdown of the summary of the operating costs (OPEX) costs is presented in Table 1.10. The details that comprise the OPEX are provided Section 21. The All-In Sustaining Costs (AISC) are also provided in the table, as well as the All-In Costs (AIC), which include non-sustaining capital and closure and reclamation costs.

 

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Table 1.10:     Operating Cost, AISC and AIC Summary

 

  LOM     Years 1-4  
Total Production Cost Item   ($/st mined)       ($/st milled)       ($/oz Au)     ($/st milled)       ($/oz Au)  
Mining   2.00       9.08       222     10.04       222  
Processing   -       14.45       354     14.10       312  
G&A   -       3.13       77     3.01       67  
Cash Costs Before By-Product Credits   -       26.65       653     27.15       601  
By-Product Credits   -       -3.45       -85     -5.32       -118  
Cash Costs After of By-Product Credits   -       23.20       568     21.83       483  
Royalties   -       0.94       23     0.34       23  
Refining and Transportation   -       0.25       6     1.04       8  
Total Cash Costs   -       24.38       597     23.20       513  
Sustaining CAPEX   -       1.00       24     0.52       11  
Salvage   -       -0.27       -7     0.00       0  
Property Taxes   -       0.04       1     0.04       1  
All-In Sustaining Costs   -       25.15       616     23.76       526  
Reclamation and Closure(1)   -       0.58       14     -       -  
Initial (non-sustaining) CAPEX(2)   -       9.89       242     -       -  
All-In Costs   -       35.62       872     -       -  

 

Notes:

(1)       Defined as non-sustaining reclamation and closure costs in the post-operations period.

(2)       Initial Capital includes capitalized preproduction.

 

Metal Production

 

Recovered metal production by deposit is summarized in Table 1.11 and illustrated on an annual basis on Figure 1.10.

 

Table 1.11:     Recovered Metal Production

 

Product by Deposit   Gold (koz)     Silver (koz)     Antimony (klbs)  
Doré Bullion
Yellow Pine   2,263     338     -  
Hangar Flats   597     68     -  
West End   1,090     681     -  
Historic Tailings   72     20     -  
Doré Bullion Recovered Metal Totals   4,023     1,107     -  
Antimony Concentrate
Yellow Pine   12     611     69,822  
Hangar Flats   5     349     30,030  
Antimony Concentrate Recovered Metal Totals   17     960     99,852  
Total Recovered Metals   4,040     2,067     99,852  

 

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Figure 1.10:     Annual Recovered Metals by Deposit

 

 

Economic Analysis

 

The economic model described herein is not a true cash flow model as defined by financial accounting standards but rather, a representation of Project economics at a level of detail appropriate for a PFS level of engineering and design. The first year of analysis starts with the decision point of the Project, the completion of the EIS, and preliminary permit approval (Year -3 or three years before the start of commercial production). Taxation was taken into account using current federal, state, and county rates but the overall tax calculation is approximate and uses rudimentary depletion and depreciation estimates.

 

Four cases were run in the economic model to present a range of economic outcomes using varying metal prices. The metal prices used in the economic model are shown in Table 1.8 and off-site costs and payables used are in Table 1.6 and Table 1.7. There is no guarantee that any of the metal prices used in the four cases are representative of future metals prices. The constant parameters for all cases are shown in Table 1.12.

 

Table 1.12:     Economic Assumptions used in the Economic Analyses (all Cases)

 

Item   Unit     Value  
Net Present Value Discount Rate     %       5  
Federal Income Tax Rate     %       35  
Idaho Income Tax Rate     %       7.4  
Idaho Mine License Tax     %       1.0  
Valley County Rural Property Tax Rate ($/$1,000 market value)     %       0.063  
Percentage Depletion Rate for Gold and Silver     %       15  
Percentage Depletion Rate for Antimony     %       22  
Depreciation Term     Years       7  
Equity Finance     %       100  
Capital Contingency (Overall)     %       17.2  

 

The results of the economic analyses are shown in Table 1.13. Based on the assumptions made in this PFS, the ATNPV5% is estimated to be $832 million yielding an after-tax IRR of 19.3%. The ATNPV5% and IRR increase considerably with the Case C metal prices and decreases with the Case A metal prices. The PTNPV5% for Case B was estimated to be $1,093 million with an IRR of 22.0%.

 

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Table 1.13:     Economic Results by Case

 

Parameter   Unit   Pre-tax Results     After-tax Results  
Case A ($1,200/oz Au, $20.00/oz Ag, $4.00/lb Sb)
NPV0%   M$     1,286       1,041  
NPV5%   M$     662       513  
IRR   %     16.2       14.4  
Payback Period   Production Years     4.0       4.1  
Case B ($1,350/oz Au, $22.50/oz Ag, $4.50/lb Sb)
NPV0%   M$     1,915       1,499  
NPV5%   M$     1,093       832  
IRR   %     22.0       19.3  
Payback Period   Production Years     3.2       3.4  
Case C ($1,500/oz Au, $25.00/oz Ag, $5.00/lb Sb)
NPV0%   M$     2,543       1,929  
NPV5%   M$     1,524       1,129  
IRR   %     27.2       23.4  
Payback Period   Production Years     2.6       2.9  
Case D ($1,650/oz Au, $27.50/oz Ag, $5.50/lb Sb)
NPV0%   M$     3,171       2,344  
NPV5%   M$     1,955       1,414  
IRR   %     31.9       27.0  
Payback Period   Production Years     2.2       2.5  

 

The contribution to the Project economics, by metal, is about 94% from gold, 5% from antimony, and less than 1% from silver. The undiscounted after-tax cash flow for Case B is presented in Figure 1.11. The payable metal value by year for Case B is summarized on Figure 1.12.

 

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Figure 1.11:     Undiscounted After-Tax Cash Flow for Base Case B

 

 

Figure 1.12:     Payable Metal Value by Year for Case B

 

 

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Mine Life

 

Using the current Mineral Reserve and the nominal design throughput of 22,050 st/d, the mine plan projects a 12 year production life. Construction is projected to require a three-year period after the permits are obtained and prior to the start of operations. Closure is projected to take at least 10 years post-production, with some reclamation work occurring concurrently with operations, and the bulk of the closure activities and costs incurred in the first 3 years after operations cease. Some closure activities and long-term monitoring are anticipated to continue well after the reclamation period is complete to ensure that the closure designs continue to protect the environment and are performing in accordance with the design parameters.

 

Sensitivity Analysis

 

Sensitivity analyses were performed using metal prices, mill head grade, CAPEX, and OPEX as variables. The value of each variable was changed plus and minus 20% independently while all other variables were held constant. The results of the sensitivity analyses are shown in Table 1.14 and Table 1.15.

 

Table 1.14:     Pre-tax NPV5% Sensitivities by Case

 

    PTNPV5% (M$)  
Case   Variable   -20% Variance     0% Variance     20% Variance  
    CAPEX     862       662       463  
Case A   OPEX     1,017       662       308  
    Metal Price or Grade     -27       662       1,352  
    CAPEX     1,292       1,093       894  

Case B

(Base Case)

  OPEX     1,447       1,093       739  
    Metal Price or Grade     318       1,093       1,869  
    CAPEX     1,723       1,524       1,325  
Case C   OPEX     1,878       1,524       1,170  
    Metal Price or Grade     662       1,524       2,386  
    CAPEX     2,154       1,955       1,755  
Case D   OPEX     2,309       1,955       1,600  
    Metal Price or Grade     1,007       1,955       2,902  

 

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Table 1.15:     After-tax NPV5% Sensitivities by Case

 

        ATNPV5% (M$)  
Case   Variable   -20% Variance     0% Variance     20% Variance  
    CAPEX     676       513       346  
Case A   OPEX     760       513       239  
    Metal Price or Grade     -30       513       1,012  
    CAPEX     980       832       674  

Case B

(Base Case)

  OPEX     1,057       832       577  
    Metal Price or Grade     244       832       1,357  
    CAPEX     1,266       1,129       982  
Case C   OPEX     1,341       1,129       903  
    Metal Price or Grade     513       1,129       1,696  
    CAPEX     1,548       1,414       1,277  
Case D   OPEX     1,623       1,414       1,200  
    Metal Price or Grade     770       1,414       2,035  

 

1.24 Risks and Opportunities

 

A number of risks and opportunities have been identified in respect of 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, for which additional information is required in order to mitigate:

 

· Use of historical data in Mineral Resource estimates, which could affect these estimates;

 

· Limited geotechnical data which could change pit slopes or foundation conditions in infrastructure areas;

 

· Loss of gold into antimony concentrates;

 

· Water management and chemistry, which could affect diversion and closure designs and/or the need for long term water treatment; and

 

· Construction schedule.

 

Opportunities that could improve the economics, and/or permitting schedule of the Project, including a number with potential to increase the NPV5% by more than $100 million follow:

 

· In pit conversion of Inferred Mineral Resources to Mineral Reserves, increasing Mineral Reserves and reducing strip ratio;

 

· Out of pit conversion of Inferred Mineral Resources to Mineral Reserves adjacent to the current Mineral Reserves, resulting in increased Mineral Reserves in close proximity to planned pits;

 

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

 

· Improved continuity of higher grade gold mineralization in the Yellow Pine pit, particularly around the area with excluded or limited Bradley drilling, increasing grade of the Mineral Reserves;

 

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· Additional fire assay information at West End in areas where only cyanide assays were available, potentially increasing grade and Mineral Reserves;

 

· Potential additional antimony mineralization and/or grade in areas where Bradley data was eliminated and/or areas where antimony was not assayed, increasing by-product credits;

 

· Potential for the definition of a higher grade, higher margin underground Mineral Reserve at Scout and Garnet; and

 

· Discovery of other new deposits with attractive operating margins.

 

Opportunities with a medium impact ($10 to $100 million increase in Project NPV5%) include improved recoveries, secondary processing of antimony concentrates, potential legislative designation of antimony as a critical mineral; steeper pit slopes, onsite quicklime generation, and government funding of off-site infrastructure. A number of lesser impact opportunities also exist.

 

1.25 Conclusions And Recommendations

 

Industry standard mining, processing, construction methods, and economic evaluation practices were used to assess the Project. There was adequate geological and other pertinent data available to generate the PFS.

 

The financial analysis presented in Section 22 of the PFS demonstrates that the Project is financially viable and has the potential to generate positive economic returns based on the assumptions and conditions set out in this Report, while other sections of the PFS demonstrate that the Project is technically and environmentally viable. These conclusions warrants continued work to advance the Project to the next level of study, which is a Feasibility Study (FS), by conducting the work indicated in the recommendations section of this Report. These recommendations form a single phase that will move the Project through to completion of a FS and, if so desired, through the regulatory process for mine development. Total estimated costs for completion of this single phase are $22.3 million. While additional information is required for a complete assessment of the Project, at this point there do not appear to be any fatal flaws. The PFS has achieved its original objective of providing a review of the potential economic viability of the Project to standards appropriate for a PFS.

 

The QPs of this Report are not aware of any unusual, significant risks or uncertainties that could be expected to affect the reliability or confidence in the Project based on the data and information available to date.

 

An additional $22.5 million is identified as discretionary expenditures that would target a number of the opportunities identified in Section 25 of this PFS Report that could enhance the PFS case but that are not required in order to complete a FS or permitting.

 

Table 1.16:     Project Development Work Program Budget

 

      Estimated Costs ($000s)  
Recommendations and Work Program     Core       Discretionary  
Mineral Resource Evaluation and Exploration     3,700       21,200  
Field Programs Required for FS     1,900       -  
Metallurgical Testing Required for FS     2,400       1,300  
FS-Level Engineering     3,500       -  
Environmental, Regulatory Affairs and Compliance     10,800       -  
Totals     22,300       22,500  

 

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SECTION 2 TABLE OF CONTENTS

 

STIBNITE GOLD PROJECT

PREFEASIBILITY STUDY TECHNICAL REPORT

 

 

 

SECTION PAGE

 

2 introduction 2-2

 

2.1 Purpose of Report 2-2

 

2.2 Sources Of Information And Qualified Persons 2-3

 

2.3 Abbreviations, Units, And Terms Of Reference 2-5

 

2.3.1 Mineral Resources 2-5

2.3.2 Mineral Reserves 2-5

2.3.3 Glossary 2-6

2.3.4 Abbreviations 2-7

 

SECTION 2 LIST OF TABLES

 

TABLE DESCRIPTION PAGE

 

Table 2.1: List of Qualified Persons 2-4

 

Table 2.2: Glossary 2-6

 

Table 2.3: Abbreviations 2-7

 

Table 2.4: Agency and Related Legal & Regulatory Abbreviations 2-12

 

Table 2.5: Corporate Abbreviations 2-14

 

Table 2.6: Standard Core Hole Diameters 2-15

 

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2               introduction

 

This prefeasibility study technical report (PFS or Report) was commissioned by Midas Gold, for its Stibnite Gold gold-antimony-silver Project (Stibnite Gold Project or Project) at Stibnite, Idaho. This Report has been prepared for Midas Gold Corp. (MGC), a British Columbia company that owns and operates the Project through its wholly-owned subsidiaries, Midas Gold, Inc. (MGI), MGI Acquisition Corp (MGIAC), Idaho Gold Holding Company (IGHC) and Idaho Gold Resources, LLC (IGR).  Unless the context indicates otherwise, references throughout this Report to “Midas Gold” includes one or more of the aforementioned subsidiaries of MGC.

 

The Report has been prepared in compliance with the Canadian Securities Administrators (CSA) National Instrument 43-101 (NI 43-101) standards for reporting mineral properties, Companion Policy 43-101CP, and Form 43-101F1. The contents of this Report reflect the technical and economic conditions at the effective date of the Report. These conditions may change significantly over time; consequently, actual results may vary considerably from those depicted herein.

 

2.1            Purpose of Report

 

This Report provides a comprehensive overview of the Project and includes recommendations for future work programs required to advance the Project to a decision point. This Report defines an economically feasible, technically and environmentally sound Project that minimizes impacts and maximizes benefits. The Stibnite Gold Project key considerations are as follows:

 

· The Project design began with the end in mind, contemplating the development, operation and closure of the Project on a sustainable basis, meeting the needs of the present and enhancing the ability of future generations to meet their own needs. The Project design incorporates the key concepts of meeting the needs of society for a better life, providing economic prosperity and remaining protective of the environment.

 

· The Project is designed to ensure ongoing positive local and regional fiscal and social benefits through taxation, employment, and business opportunities in a region where the economy has suffered for more than a decade, resulting in some of the highest unemployment and lowest annual wages in Idaho.

 

· From the beginning, the Project has been designed for what will remain after closure. The plan for closure is protective of the environment and incorporates inherently stable, secure features that will provide the foundation for an evolution through time to a naturally sustainable ecosystem.

 

· The Project design incorporates the repair of extensive historical mining-related impacts much of which would occur during initial construction and early operations.

 

· The new facilities contemplated for the Project are tightly constrained and, to a large extent, placed in historically impacted areas in order to minimize the incremental Project footprint.

 

· Salmon and other fishery enhancement is integral to the Project design. Removal of man-made barriers and reconstruction of natural habitat would allow salmon and other fish migration into the upper reaches of the watershed for the first time since 1938.

 

· During development, operations and closure, all aspects of the Project are designed to improve existing conditions where possible and remain protective of the environment, with the extensive costs related to remediation and reclamation of historical impacts accommodated by an economically feasible Project.

 

This Report provides information about the geology, mineralization, exploration, mineral resource potential, mining method, process method, infrastructure, social and economic benefits, environmental protection, repair of historical impacts, reclamation and closure concepts, capital and operating costs and an economic analysis for the Project. Economic and technical analyses included in this Report provide only a summary of the potential Project economics based on the many assumptions set out herein. There is no guarantee that the Project economics described herein can be achieved.

 

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This Report and the information contained herein is current as of the effective date of the Report and supersedes earlier technical reports completed for Midas Gold including the Preliminary Economic Assessment (PEA) Technical Report for the Golden Meadows Project Idaho, dated September 21, 2012 (SRK, 2012); the information in the PEA should no longer be relied upon.

 

2.2            Sources Of Information And Qualified Persons

 

The sources of information include data and reports supplied by Midas Gold personnel, and documents referenced in Section 27. M3 used its experience to determine if the information from previous reports was suitable for inclusion in this Report and adjusted information that required amending. Revisions to previous data were based on research, recalculations and information from other projects. The level of detail utilized was appropriate for this level of study.

 

This PFS is based on information collected by the Qualified Persons (each a QP) during their site visits. In addition, a number of meetings were conducted between M3 and Midas Gold. This Prefeasibility Study Report is based on the following sources of information.

 

· Personal inspection of the Stibnite Gold Project site and surrounding area.

 

· Technical information provided to the QPs by Midas Gold through various reports.

 

· Budgetary quotes from vendors for engineered equipment.

 

· Technical and cost information provided by Idaho Power Co. to Power Engineers concerning power supply for the Project.

 

· Technical and economic information subsequently developed by M3 and associated consultants.

 

· Information provided by other experts with specific knowledge and expertise in their fields as described in Section 3 of this Report, Reliance on Other Experts.

 

· Additional information obtained from public domain sources.

 

· The information contained in this Report is based on documentation believed to be reliable. Information utilized in this Report will be either retained in Midas Gold’s offices in Boise, Idaho or readily available from Midas Gold’s consultants’ Project files, subject to an appropriate agreement concerning confidentiality.

 

The individuals who have provided input to this PFS have extensive experience in the mining industry and are members in good standing of appropriate professional institutions. Table 2.1 provides a list of the QPs, their affiliation, sections for which they are responsible, date of the most recent site visit, and items reviewed on their site visits. The QP Certificates are provided as Appendix I.

 

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Qualified Person Company Section Responsibility Site Visit Date Site Visit Review
Richard K. Zimmerman, P.G., SME-RM M3 Engineering & Technology Corp. 1, 2, 3, 4, 5, 6, 18 (except 18.2, 18.9, 18.10, 18.11, and 18.12), 19, 21 (except 21.1.2 and 21.2.3), 22, 23, 24, 25, 26, 27 March 7, 2013 General site visit.
Garth D. Kirkham, P. Geo Kirkham Geosystems Ltd. 7, 8, 9, 10, 11, 12, 14 April 23-25, 2014, and July 14-15, 2014 On both visits toured core logging and storage facilities.  Site visit entailed inspection of the shops, offices, reclaimed drill sites, the Yellow Pine, Hanger Flats and West End mineral resource areas along with the outcrops, historic drill collars and areas of potential disturbance for potential future mining operations.
Christopher J. Martin, C.Eng. Blue Coast Metallurgy Ltd. 13 August 25, 2011 General site visit.
John M. Marek, P.E. Independent Mining Consultants Inc. 15, 16, 21.1.2, 21.2.3 September 16-17, 2013 Reviewed Project geology, terrain, and operational constraints at site. Visited drill core handling facility to review logging, sampling, and handling procedures.
Allen R. Anderson, P.E. Allen R. Anderson Metallurgical Engineer Inc. 17 1  
Richard C. Kinder, P.E. HDR Engineering Inc. 18.2 October 12, 2012 Route survey, where practicable, of access road options evaluated.
Peter E. Kowalewski, P.E.

Tierra Group

International Ltd.

18.9, 18.10, 18.11, 18.12, 20 March 7, 2013 General site visit.

Notes:

1)       Allen Anderson has not visited the site.

 

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2.3            Abbreviations, Units, And Terms Of Reference

 

This PFS is intended for the use of Midas Gold for the further advancement of the Stibnite Gold Project toward the feasibility study phase. It provides a mineral resource estimate, a classification of mineral resources in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) classification system and an evaluation of the Project, which presents a current view of the potential economic outcome.

 

Imperial units (American System) of measurement are used in this Report. Other units of measurement used in this Report are defined when first used. Abbreviations are given in Section 2.3.4. All monetary values are in U.S. dollars ($) unless otherwise noted.

 

2.3.1         Mineral Resources

 

As required by NI43-101, the Mineral Resources and Mineral Reserves in this Report have been classified according to the “CIM Standards on Mineral Resources and Reserves: Definitions and Guidelines” (May 2014). Accordingly, the Mineral Resources have been classified as Measured, Indicated or Inferred, the Mineral Reserves have been classified as Proven, and Probable based on the Measured and Indicated Mineral Resources as defined below.

 

“A Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.”

 

“An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.”

 

“An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.”

 

2.3.2        Mineral Reserves

 

As required by NI43-101, Mineral Reserves have been defined according to the “CIM Standards on Mineral Resources and Reserves: Definitions and Guidelines” (May 2014):

 

“A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

 

A ‘Probable Mineral Reserve’ is the economically mineable part of an Indicated, and in some circumstances a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.”

 

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2.3.3        Glossary

 

Table 2.2 provides a glossary of certain terms that are used in this Report.

 

Table 2.2:     Glossary

 

Term Definition
Albion A patented metallurgical process developed by Glencore that involves recovering metals using a combination of ultrafine grinding and oxidative leaching at atmospheric pressure.
Assay The chemical analysis of mineral samples to determine the metal content.
Capital Expenditure All expenditures not classified as operating costs, but excluding corporate sunken costs such as acquisition.
Cascade Complex administrative offices for Project located in or near the town of Cascade offices for managers, safety and environmental services, human resources, purchasing, and accounting personnel
Composite Combining more than one sample result to give an average result over a larger distance.
Concentrate A metal-rich product resulting from a mineral enrichment process such as gravity concentration or flotation, in which most of the desired mineral has been separated from the waste material in the ore.
Crushing Initial process of reducing ore particle size by impact to render it more amenable for further processing.
Cut-off Grade (CoG) The grade of mineralized rock above which it becomes profitable to extract the mineralization.
Dilution Waste, which is rock below an economic cutoff value mined with ore.
Dike A sheet of igneous rock intruded along a crack in a rock mass and crystallized in place.  
Dip Angle of inclination of a geological feature/rock from the horizontal.
District A bounded division and organization of a mining region.
Fault The surface of a fracture along which movement has occurred.
Gangue Non-valuable components of the ore.
Grade The measure of concentration of a specific mineral within mineralized rock.
Historic Tailings Approximately 3 Mt of uncontained tailings deposited in the Meadow Creek Valley by previous operators.
Hydrocyclone A process whereby particulate materials are segregated by size by exploiting the interaction between gravitational and centrifugal forces.
Igneous Primary crystalline rock formed by the solidification of magma.
Kriging An interpolation method of assigning values from samples to blocks that minimizes the estimation error.
Lithological Description of the physical characteristics of a rock.
Life of mine plans Plans that are developed for the life of the mine.
Milling A general term used to describe the process in which the ore is crushed and ground and subjected to physical or chemical treatment to extract the valuable metals to a concentrate or finished product.
Mineral/Mining Lease A lease area for which mineral rights are held.
Operating expenditure Operating expenditures/costs are costs required to operate the mine on a regular basis and includes mine operating costs, process plant operating costs, and general and administrative (G&A) costs
Oxide Mineral that has undergone chemical reaction in which the substance has combine with oxygen.
Project A collaborative enterprise, involving research or design, that is carefully planned to achieve a particular aim i.e.

 

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Term Definition
Sedimentary Pertaining to rocks formed by the lithification of accumulated of sediments, formed by the erosion of other rocks.
Stratigraphy The study of stratified rocks in terms of time and space.
Strike Direction of line formed by the intersection of strata surfaces with the horizontal plane, always perpendicular to the dip direction.
Sulfide A sulfur bearing mineral.
Sustaining Capital Capital estimates of a routine nature, which is necessary for sustaining operations.
Tailings Finely ground waste rock from which valuable minerals or metals have already been extracted.
Thickening The process of concentrating solid particles in suspension.
Total Expenditure All expenditures including those of an operating and capital nature.
Variogram A statistical representation of the characteristics (usually grade).

  

2.3.4        Abbreviations

 

Table 2.3, Table 2.4, and Table 2.5 provide lists of abbreviations that are used in this Report.

 

Table 2.3:     Abbreviations

 

Abbreviation Unit or Term
A amperes
AA atomic absorption
AAS atomic absorption spectroscopy
ABA acid base accounting
ACI American Concrete Institute
ADR adsorption-desorption-recovery
AIC American Institute of Constructors
AISC American Institute of Steel Construction
Ag silver
amsl above mean sea level
ANFO ammonium nitrate-fuel oil
AP acid potential
~ approximately
ARD acid rock drainage
As arsenic
AT after tax
ATNPV5% after-tax net present value at a 5% discount rate
Au gold
AuCN assays that determine the cyanide soluble gold content
AuFA assays that determine the total gold content using the fire assay technique
BDR baseline Data Report
BIOX biological oxidation of sulfides using bacteria in reactor tanks
BMP best management practices established by the State of Idaho
°C degrees Celsius

 

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Abbreviation Unit or Term
CAPEX capital expenditures
CCD counter-current decantation
cfm cubic feet per minute
CIL carbon in leach
CIM Canadian Institute of Mining, Metallurgy and Petroleum
CIP carbon-in-pulp
CN cyanide
CO3 carbonate
COC chain of custody
CoG cut-off grade
CSAMT controlled source audio magneto-tellurics geophysical survey method
° degree (degrees)
dia. diameter
EFMC East Fork of Meadow Creek, commonly known as “Blowout Creek”
EFSFSR East Fork of the South Fork of the Salmon River
EGL effective grinding length
EM electromagnetic geophysical survey technique
EMF electromagnetic field
EMF electromotive force
EPCM engineering, procurement and construction management
EPH early production high antimony mineralization from Yellow Pine
EPL early production low antimony mineralization from Yellow Pine
°F degrees Fahrenheit
FA fire assay
famsl feet above mean sea level
Fe iron (element)
ft feet
ft2 square feet
ft3 cubic feet
ft3/st cubic feet per short ton
FOB free on board
FS feasibility study, as defined by NI 43-101
g grams
gal gallons
g/L grams per liter
g-mol gram-mole
gpm gallons per minute
G&A general & administration
GCL geo-synthetic clay liner
GHG greenhouse gasses
GPS global positioning system

 

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Abbreviation Unit or Term
g/st grams per short ton
g/t, gpt grams per metric tonne
HCT humidity cell test
HDPE high density polyethylene
HERCO Hermitian Correction model, a statistical analytical tool
HF Hangar Flats
HFH Hangar Flats high antimony mineralization
HFL Hangar Flats low antimony mineralization
HFZ hidden fault zone at Yellow Pine
Hg mercury
HMI human-machine interface
hp horsepower
HTH Historic Tailings high grade gold mineralization
HTL Historic Tailings low grade gold mineralization
HTM Historic Tailings average grade gold mineralization
HWF Hanging Wall fault at Yellow Pine
ICP inductively coupled plasma
ICP AES inductively coupled plasma atomic emission spectroscopy, an analytical method for assaying
ICP MS inductively coupled plasma mass spectrometry, an analytical method for assaying
ID Idaho, where context indicates
ID2 inverse-distance squared
ID3 inverse-distance cubed
IMPLAN Impact analysis for planning
in Inches
IP induced polarization geophysical survey technique
IR infrared
IRR internal rate of return, a financial measure
kg kilograms
kg/t kilograms per metric tonne
koz thousand troy ounces
kst thousand short tons
kst/d thousand short tons per day
kst/y thousand short tons per year
kV kilovolts
kW kilowatts
kWh kilowatt-hours
kWh/st kilowatt-hours per short ton
L liters
lb pounds
LiDAR Light Detection And Ranging distance measuring technology
LLDPE linear low density polyethylene plastic

 

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Abbreviation Unit or Term
LOM life-of-mine
m meters
Ma million years
MACRS Modified accelerated cost recovery system
MBR membrane bioreactor
MCFZ Meadow Creek fault zone
mg/L milligrams/liter
mi miles
mi2 square miles
MIBC Methyl isobutyl carbinol
mL Milliliter or 10-3 liters
MLA mineral liberation analyzer
Mlbs million pounds
Moz million troy ounces
Mst million short tons
Mst/y million short tons per year
MFZ Mule fault zone
MW Megawatts or million watt (where context indicates)
MWMP Meteoric Water Mobility Procedure (Nevada)
mV Millivolt or 10-3 volts
MVA megavolt amperes
NAG net acid generating
NEPA National Environmental Policy Act of 1969 (as Amended)
NGO non-governmental organization
NI 43-101 Canadian National Instrument 43-101
NNP net neutralization potential
NP neutralization potential
NPR net of process revenue (NPR), defined as NSR less OPEX and G&A
NSR net smelter return
OHWM ordinary high water mark
OPEX operating expenditures
oz troy ounces
oz/st troy ounces per short ton
% percent
P80 80% passing a certain size
PAX Potassium amyl xanthate
PEA Preliminary Economic Assessment as defined in NI43-101
PFS Preliminary Feasibility Study as defined in NI43-101
PLC programmable logic controller
PMF probable maximum flood
PoO Plan of Operations

 

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Abbreviation Unit or Term
POX pressure oxidation
ppb parts per billion
ppm parts per million
Psi pounds per square inch
PTNPV5% pre-tax net present value at a 5% discount rate
QA/QC quality assurance/quality control
QEMSCAN Quantitative Evaluation of Minerals by Scanning electron microscopy
QP NI 43-101 Qualified Person
RCA riparian conservation area
RC reverse circulation drilling
RMS CV root mean squared coefficient of variation, a statistical tool
ROM run-of-mine
RQD rock quality designation
SAG mill semi-autogenous grinding mill
SEC U.S. Securities & Exchange Commission
sec seconds
Sb antimony
SMC Sag Mill Comminution
SVFZ Scout Valley fault zone
SG specific gravity
SIMS secondary ion mass spectrometry
SODA spent ore disposal area
SOG sale-of-gas
SRCE standardized reclamation cost estimator
st short tons (2,000 pounds)
st/h short tons per hour
st/d short tons per day
st/y short tons per year
SPLP synthetic precipitation leachate procedure
TC-RC treatment charges – refining charges, which are smelter charges
TDS total dissolved solids
TIC total inorganic carbon
Ton short ton of 2,000 lbs
Tonne metric tonne of 1,000 kg
TSF tailings storage facility
TSS total suspended solids
µ microns, micrometers(one millionth of a meter)
UTM NAD83 Universal Transverse Mercator North American Datum of 1983 geodetic network
UV ultra-violet light
V volts
VFD variable frequency drive

 

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Abbreviation Unit or Term
VHF very high frequency
VLF-EM very low frequency electro-magnetic geophysical survey
W watts, where context indicates
W tungsten, where context indicates
WAD cyanide weak acid dissociable cyanide
WE West End
WEFZ West End fault zone
WEO Est End oxide mineralization
WES West End sulfide mineralization
WRSF Waste rock storage facility
XRD x-ray diffraction
XRF x-ray fluorescence
Y year
yd yards
yd2 square yards
yd3 cubic yards
YP Yellow Pine
YPH Yellow Pine high antimony mineralization
YPL Yellow Pine low antimony mineralization

 

Table 2.4:     Agency and Related Legal & Regulatory Abbreviations

 

Abbreviation Agency Name & Related Act or Regulation or Term
ASTM ASTM International, known until 2001 as the American Society for Testing and Materials
BEHS Bureau of Environmental Health and Safety, Division of Health, Idaho Department of Health & Welfare
BFPP bona fide prospective purchaser under CERCLA
BLM Bureau of Land Management, U.S. Dept. of Interior
CERCLA U.S. Comprehensive Environmental Response, Compensation, and Liability Act (1980, as amended)
CERCLIS Comprehensive Environmental Response, Compensation, and Liability Information System
CFR Code of Federal Regulations (US)
CIM Canadian Institute of Mining, Metallurgy & Petroleum
CIM Standards CIM definition standards for Mineral Resources and Mineral Reserves prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014
CPO contiguous property owner under CERCLA
DMEA Defense Minerals Exploration Administration, Defense Minerals Administration, U.S. Dept. of Interior
DoD U.S. Department of Defense
EA Environmental Assessment
EHSP Environmental Health and Safety Plan
EIS Environmental Impact Statement
EMP Environmental Management Plan
EPA U.S. Environmental Protection Agency
ESA Environmental Site Assessments under ASTM

 

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Abbreviation Agency Name & Related Act or Regulation or Term
FAA U.S. Federal Aviation Administration, U.S. Dept. of Transportation
FCC U.S. Federal Communications Commission
FLPMA Federal Land Policy Management Act (1976, as amended)
HAZWOPER Hazardous Waste Operations and Emergency Response
IDEQ Idaho Department of Environmental Quality
IDL Idaho Department of Lands
IDWR Idaho Department of Water Resources
ID Team USFS Interdisciplinary Team
IJRP Idaho Joint Review Process
IRS Internal Revenue Service
MOU Memorandum of Understanding under IJRP
MSGP Multi Sector General Permit
MSHA Mine Safety and Health Administration, U.S. Dept. of Labor
NEPA U.S. National Environmental Policy Act (1969, as amended)
NMFS National Marine Fisheries Service, a division of the National Oceanic and Atmospheric Administration, U.S. Dept. of Commerce
NOAA US National Oceanic and Atmospheric Administration, U.S. Dept. of Commerce
NPDES National Pollutant Discharge Elimination System under the Clean Water Act (1972, as amended)
NPL National Priorities List under CERCLA
OME Office of Mineral Exploration, USGS, U.S. Dept. of Interior
RCRA U.S. Resource Conservation and Recovery Act (1976, as amended)
REC Recognized environmental condition under CERCLA
ROD Record of Decision
SEC U.S. Securities & Exchange Commission
SEDAR System for Electronic Document Analysis and Retrieval
SOP standard operating procedures designed by the State of Idaho
SPCC Spill Prevention, Control and Countermeasures Plan
SRB China’s State Reserve Bureau
SWPPP storm water pollution prevention plan
TESCP threatened, endangered, sensitive, candidate, and proposed species
TMDL total maximum daily loads
USACE U.S. Army Core of Engineers, U.S. Dept. of Defense
USBM U.S. Bureau of Mines, U.S. Dept. of Interior
USFS U.S. Forest Service, U.S. Dept. of Interior
USFWS U.S. Fish and Wildlife Service, U.S. Dept. of Interior
USGS U.S. Geological Survey, U.S. Dept. of Interior

 

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Table 2.5:     Corporate Abbreviations

 

Abbreviation Company Name
AAS American Analytical Services, an assay laboratory
AGP AGP Mining Consultants Inc.
ALS ALS Chemex Labs, Ltd., an assay laboratory
Barrick Barrick Gold Corporation (formerly American Barrick Resources)
BCM Blue Coast Metallurgy Ltd.
Biomin Biomin South Africa (Pty) Ltd, a biological oxidation metallurgical laboratory
Bradley Bradley Mining Co.
BVRR Boise Valley Railroad
CSA Canadian Securities Administrators
Dakota Dakota Mining Company
Dynatec Dynatec Metallurgical Technologies, a pressure metallurgy laboratory
El Paso El Paso Mining and Milling
Franco Nevada Franco Nevada Corporation
Gold Crest Gold Crest Mines Inc.
HDR HDR, Inc.
Hecla Hecla Mining Company
Homestake Homestake Mining Company
IGHC Idaho Gold Holding Company, a subsidiary of MGC
IGR Idaho Gold Resources, LLC, a subsidiary of IGHC
IGS Idaho Geologic Survey
IMC Independent Mining Consultants, Inc.
INPR Idaho Northern Pacific Railroad
IPCo Idaho Power Company
MCSM Meadow Creek Silver Mines Company
MGC Midas Gold Corp.
MGI Midas Gold, Inc., a subsidiary of MGC
MGIAC MGI Acquisition Corporation, a subsidiary of MGI
Midas Gold Unless otherwise specified, one or more of the subsidiaries of MGC
MinVen MinVen Corporation
MSE Millennium Science & Engineering, Inc.
MWH MWH Americas, Inc.
PAH Pincock, Allen and Holt
Pegasus Pegasus Gold Corporation
Pioneer Pioneer Metals Corporation
Ranchers Rancher’s Exploration Company
SGS SGS Minerals Inc.
SMI Stibnite Mines Inc., a subsidiary of MinVen and later Dakota
SRK SRK Consulting (Canada), Inc.
Strata Strata, a professional services corporation
Superior Canadian Superior Mining (U.S.) Ltd.

 

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Abbreviation Company Name
URS URS Corporation
Vista Vista Gold Corp.
Vista US Vista Gold US Inc., a subsidiary of Vista

 

Table 2.6:     Standard Core Hole Diameters

 

Table 2.6 presents standard core hole and core size dimensions referred to in this Report. The conversions have been rounded to the nearest approximate whole fraction of an inch.

 

Size Hole (outside)
diameter
Core (inside)
diameter
EX 37.7mm (1-1/2 in) 21.4mm (7/8 in)
AQ 48mm (1-7/8 in) 27mm (1-1/16 in)
AX 48mm (1-7/8 in) 30 mm (1-3/16 in)
BQ 60mm (2-3/8 in) 36.5mm (1-7/16 in)
BX 60mm (2-3/8 in) 42.1mm (1-5/8 in)
NQ 75.7mm (3 in) 47.6mm (1-7/8 in)
NX 75.7mm (3 in) 54.8mm (2-5/32 in)
HQ 96mm (3-3/4 in) 63.5mm (2-1/2 in)
PQ 122.6mm (4-13/16 in) 85mm (3-3/8 in)

 

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SECTION 3 TABLE OF CONTENTS

  

SECTION PAGE

 

3 RELIANCE ON OTHER EXPERTS 3-1

 

3.1 Property Ownership and Title 3-1

 

3.2 Autoclave Design and Sizing 3-1

 

3.3 Water Rights 3-1

 

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3 RELIANCE ON OTHER EXPERTS

  

The Stibnite Gold Project Report relies on reports and statements from legal and technical experts who are not Qualified Persons as defined by NI 43-101. The Qualified Persons responsible for preparation of this Report have reviewed the information and conclusions provided and determined that they conform to industry standards, are professionally sound, and are acceptable for use in this Report.

 

3.1 Property Ownership and Title

 

Legal review of the Stibnite Gold Project property ownership and title was completed by the Idaho law firm Givens Pursley LLP (Givens Pursley). Givens Pursley commissioned multiple Landman Reports for the Project that cover various patented and unpatented mining claims. The Landman Reports were completed in accordance with reasonable industry standards by person(s) having appropriate training, experience and expertise. Givens Pursley’s review of these Landman Reports and related examinations are summarized in various title opinion documents, the most recent of which were completed in 2013. Givens Pursley concluded that Midas Gold is vested with fee simple, mineral, or possessory record title to, or an option to purchase, the Stibnite Gold Project properties described in Section 4 of this Report, subject to the royalties, agreements, limitations and encumbrances described in Section 4.4.

 

3.2 Autoclave Design and Sizing

 

Technical assistance for the design and sizing of the autoclave was provided by Mr. Herman Pieterse, engineering consultant, who has 25 years of experience in autoclave operation and design. Mr. Pieterse provided significant input concerning the design, operation, and sizing of the autoclave and appurtenant equipment for pressure oxidation of sulfide concentrates for the liberation of gold. The pressure oxidation process is critical to the recovery of gold from the Stibnite Gold mineralization.

 

3.3 Water Rights

 

Mr. Terry Scanlan, P.E., P.G. of SPF Water Engineering, LLC performed a comprehensive review of Midas Gold’s water rights portfolio. The water rights held by Midas Gold are summarized in Section 5.5.2 of this Report.

 

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SECTION 4 TABLE OF CONTENTS

  

SECTION PAGE

 

4 Property Description and Location 4-1

 

4.1 Mineral Title 4-1

 

4.2 Location 4-1

 

4.3 Nature and Extent of Tenure 4-3

 

4.4 Royalties, Option Agreements and Encumbrances 4-3

 

4.4.1 Royalties and Option Agreements 4-3

 

4.4.2 Consent Decrees under CERCLA 4-4

 

4.5 Environmental Liabilities 4-5

 

4.5.1 Spent Ore Disposal Area and Historic Tailings 4-5

 

4.5.2 Hangar Flats / Former Meadow Creek Mine 4-5

 

4.5.3 Garnet Pit 4-6

 

4.5.4 Former Stibnite Town Site 4-6

 

4.5.5 Former EFSF Haul Road and Adjacent Areas 4-6

 

4.5.6 Yellow Pine Pit and Homestake 4-6

 

4.5.7 West End 4-6

 

4.5.8 East Fork of Meadow Creek 4-8

 

4.5.9 DMEA 4-8

 

4.5.10 Underground Workings 4-8

 

4.5.11 Past Remediation 4-8

 

4.6 Permit Requirements 4-9

 

4.6.1 Exploration Permits and Status 4-9

 

4.6.2 Exploration Compliance Evaluation 4-9

 

4.6.3 Mine Development Permits 4-9

 

SECTION 4 LIST OF TABLES

 

TABLE DESCRIPTION PAGE

 

Table 4.1: List of Permits, Licenses, and Approvals Required for the Project 4-10

 

SECTION 4 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE

 

Figure 4.1: Project Location Map 4-2

 

Figure 4.2: Legacy Environmental Liabilities 4-7

 

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4                Property Description and Location

 

4.1            Mineral Title

 

Midas Gold’s property holdings consist of patented lode claims, patented mill site claims, unpatented federal lode claims and unpatented federal mill site claims (collectively, “Claims”) which cover approximately 27,104 acres (approximately 42 mi2) as shown on Figure 4.1. Appendix II presents a detailed mineral concession summary, a land status map, and complete tables listing the Claims. No significant flaws or title issues have been identified in multiple formal title reviews of the Claims performed by a qualified, independent, title examiner. A number of independent legal opinions in respect of mineral title have been prepared on behalf of Midas Gold in support of its initial listing as a public company, subsequent financings, and sale of a royalty to a third party.

 

4.2            Location

 

The Project is located in central Idaho approximately 98 mi northeast of Boise, Idaho, 40 mi east of McCall, Idaho, and approximately 10 mi east of Yellow Pine, Idaho (Figure 4.1) in all or part of the following sections (Boise Meridian):

 

· Township 19 North, Range 9 East, Sections 21 to 28 and 32 to 36;

 

· Township 19 North, Range 10 East, Sections 19, 30, and 31;

 

· Township 18 North, Range 9 East, Sections 1 to 30 and 32 to 36; and

 

· Township 18 North, Range 10 East, Sections 5 to 8, 17 to 20, 29 and 30.

 

The Project area elevations range from approximately 6,500 ft to over 8,900 ft above sea level and is centered at latitude 44°54'25" N and longitude 115°19'37" W and, in State Plane Idaho West coordinates, at 1103  1181270 ft US N and 1103  2734259 ft US W.

 

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Figure 4.1:      Project Location Map

 

 

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4.3            Nature and Extent of Tenure

  

The following description was updated to July 30, 2014. Claim groups under full Midas Gold ownership are discussed in this section while those with encumbrances are detailed in section 4.4.

 

Midas Gold acquired 229 federal unpatented claims by purchase from previous owners in 2009 and 2011. These include 46 federal mill site claims which carry surface use rights but no mineral rights, and 183 federal unpatented lode-mining claims. In addition to the purchased claims, Midas Gold acquired, by staking on its own behalf, an additional 238 federal unpatented lode mining claims in 2009, 921 federal unpatented lode-mining claims in 2011, and one federal unpatented lode-mining claim in 2012 (re-staked to correct a BLM clerical error). A complete list of active claims is included in Appendix II. Federal unpatented claims total approximately 25,762 acres. Maintenance of unpatented federal claims requires that Midas Gold provide a list of claims and serial numbers to the Bureau of Land Management (BLM) with annual maintenance fees of $155 for each lode or mill site claim on or before September 1st each year. This was completed for the most recent filing year on August 4, 2014, and an Affidavit of Satisfaction was subsequently recorded in Valley County on August 21, 2014. There is no underlying royalty on these federal lode and mill site claims other than the Franco-Nevada Corporation (Franco-Nevada) royalty detailed in Section 4.4. None of the Claims are subject to back-in rights.

 

The ownership of the Yellow Pine Deposit was conveyed to Midas Gold in 2011 by way of a company merger between a subsidiary of Midas Gold Corp. and a subsidiary of Vista Gold Corp. (Vista) agreed to February 22, 2011. As a result of the combination, Midas Gold, Inc. (MGI) became a wholly owned subsidiary of Midas Gold Corp. The Yellow Pine claim group includes 17 patented lode mining claims totaling approximately 301 acres and eight unpatented lode-mining claims (already included in the unpatented total above).

 

On April 28, 2011, Midas Gold purchased 6 patented lode claims in the eastern area of the Project. This group of claims is referred to as the Fern claim group, totaling approximately 100 acres.

 

4.4            Royalties, Option Agreements and Encumbrances

 

4.4.1         Royalties and Option Agreements

 

On June 11, 2009, Midas Gold acquired an option to purchase the Meadow Creek group of patented lands from Bradley Mining Co. (Bradley) by direct purchase of nine patented mining claims, totaling approximately 184 acres. These lands are subject to a 5% net smelter return (NSR) royalty interest (the Oberbillig Royalty) to the Oberbillig Group, a group of beneficiaries to the royalty. However, on May 27, 2009, Midas Gold entered into the Oberbillig Royalty agreement whereby it purchased the full 5% NSR royalty from the Oberbillig Group. Midas Gold has an underlying promissory note in respect to the agreement in favor of the Oberbillig Group, which has not reached maturity or been settled as of the date of this Report and is secured by the Oberbillig Royalty. The principal balance on the promissory note is $160,000 as of the date of this Report. The promissory note accrues interest at 3% per annum and matures on June 2, 2015. Property taxes for this and other patented claim groups are included in Appendix II.

 

Midas Gold secured a purchase agreement from the J.J. Oberbillig Estate on June 2, 2009 to acquire 30 patented federal mill site claims totaling approximately 149 acres, which include both surface and mineral rights and six patented federal lode claims totaling approximately 124 acres. The majority of the mineralization constituting the West End Deposit is located within these 6 patented lode claims. The surface right for portions of six of the patented federal mill site claims was granted to Hecla Mining Company (Hecla), however the mineral rights, and the right to explore and mine were retained by the J.J. Oberbillig Estate. With respect to the purchase option agreement described above, Midas Gold currently owes a final annual payment of $40,000 to the J.J. Oberbillig Estate, due June 2, 2015.

 

On May 3, 2011, Midas Gold entered into an option to purchase 27 patented lode claims totaling approximately 485 acres from the J.J. Oberbillig Estate (the Cinnabar option claims). The total purchase price of these claims is $750,000. To date, Midas Gold has paid Oberbillig a total of $450,000 ($150,000 at closing and $100,000 for the first three of five one-year extensions). All monies spent to date apply toward the purchase price should Midas Gold decide to exercise the option. Two more one-year extensions are available with the final extension expiring on May 1, 2017. Midas Gold is currently responsible for property taxes on these claims. Property tax information for all claim groups is included in Appendix II.

 

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Effective May 9, 2013, Midas Gold granted a 1.7% NSR royalty on future gold production to Franco-Nevada, but not antimony and silver. The royalty agreement applies to all patented and unpatented mineral claims, with the exception of the Cinnabar claim group where Midas Gold holds an option to purchase at this time. Midas Gold also retains an option to re-acquire one-third of the royalty for $9.0 million (this option expires May 9, 2016).

 

4.4.2         Consent Decrees under CERCLA

 

Several of the patented lode and mill site claims acquired by Midas Gold comprising part of the West End Deposit, and the Cinnabar claims held under option from the Estate of J.J. Oberbillig are subject to a consent decree entered in the United States District Court for the District of Idaho (United States v. Estate of J.J. Oberbillig, No. CV 02-451-S-LMB (D. Idaho)) in 2003, involving or pertaining to environmental liability and remediation responsibilities with respect to the affected properties described therein. This consent decree provides the regulatory agencies that were party to the agreement access and the right to conduct remediation activities under their respective Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and Resource Conservation and Recovery Act (RCRA) authorities as necessary and required to prevent the release or potential release of hazardous substances. In addition, the consent decree requires that heirs, successors and assignees refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies.

 

The mineral properties held by Midas Gold’s subsidiary, Idaho Gold Resources and that portion of Midas Gold’s mineral properties acquired from Bradley pursuant to the Bradley Mining Agreement (i.e. collectively, the Hangar Flats Deposit and Yellow Pine Deposit) are subject to a consent decree that was entered in two United States District Court cases (United States v. Bradley Mining Co., No. 3:08-CV-03986 TEH (N.D. Cal.) and United States v. Bradley Mining Co., No. 3:08-CV-05501 TEH (N.D. Cal)). The first case concerned Bradley’s Sulfur Bank Mercury Mine Superfund Site in Lake County, California while the second case was related to the Stibnite Mine site in Valley County, Idaho (part of the Project). On December 7, 2011, these two cases were consolidated into one case (United States v. Bradley Mining Co., No. 3:08-CV-03986 TEH (N.D. Cal.)). A proposed consent decree was lodged on February 14, 2012 and approved on April 19, 2012 after appropriate public comment. The consent decree includes a financial order against Bradley and related terms. The consent decree also states that if Environmental Protection Agency (EPA) or the Forest Service determines that “land/water use restrictions in the form of state or local laws, regulations, ordinances or other governmental controls are needed to implement response activities at the Stibnite Mine Site, ensure the integrity and protectiveness thereof, or ensure non-interference therewith” Bradley Mining agrees to cooperate with EPA’s or the Forest Service’s efforts to secure such governmental controls.

 

The Corporation cannot ensure it has identified every consent decree or administrative order which may affect the Stibnite Gold Project.

 

A “bona fide prospective purchaser” defense is a legal defense available to an owner who, after conducting appropriate inquires, establishes that environmental liability occurred before the owner acquired the property. Midas Gold has taken and will continue to take all steps required to establish itself as a bona fide prospective purchaser.

 

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4.5            Environmental Liabilities

  

A number of environmental studies and regulatory investigations in the District have identified numerous areas of potential environmental degradation related to historic mining. For detailed ownership and mine development history in the District refer to Section 6 of this Report. In 2009 and 2010, Midas Gold and Vista US contracted Millennium Science & Engineering, Inc. (MSE) to conduct Phase I and Phase II Environmental Site Assessments (ESAs), as prescribed by the American Society for Testing and Materials (ASTM) Standard Practices for Environmental Site Assessments. The results of the ESAs indicate that overall water quality in all drainages is good given the duration and extent of mining. MSE’s Phase I ESA identified 88 potential or known Recognized Environmental Concerns (RECs) which included several redundant items (e.g. RECs that span both patented and unpatented property boundaries are counted more than once). Based strictly on location or legacy site features, there are approximately 24 distinct RECs that Midas Gold continues to evaluate on an individual basis. There are also some non-ASTM (e.g., geotechnical) issues that are counted in MSE’s REC total. The following sections describe the existing historical liabilities; Figure 4.2 provides the general location and extents of these liabilities.

 

4.5.1         Spent Ore Disposal Area and Historic Tailings

 

Bradley placed an estimated 4,000,000 cubic yards of mill tailings in the upper Meadow Creek Valley from 1946 to 1952. At the time, Meadow Creek was diverted around the tailings, however, in 1959, Bradley was ordered to breach the diversion and allow the creek to resume a more natural course through the tailings. Over the next 20 years an estimated 10,000 cubic yards of tailings were eroded and carried downstream.

 

In the 1980s, Canadian Superior Mining (Superior) was required to mitigate these historic tailings by constructing a new Meadow Creek diversion channel and stabilizing the tailings by covering them with neutralized ore from their on-off heap leach operations, creating the Spent Ore Disposal Area (SODA). Superior and their successors placed an estimated 6,050,000 tons of spent ore here between 1982 and 1994. The Meadow Creek diversion was moved again circa 2000.

 

The majority of the historic tailings are located below the water table and likely continue to leach metals. In addition, the upstream wetland lying west of the historic tailings and SODA (formerly a water storage area related to Bradley’s operations) is also underlain by tailings.

 

4.5.2         Hangar Flats / Former Meadow Creek Mine

 

The first claims were staked in this area in 1914, but significant development of the underground Meadow Creek Mine began c. 1927 and the adjacent Bradley (née, Yellow Pine Company) mill beginning production in 1932. The underground mine closed in 1938 but the mill continued to operate processing ore from the Yellow Pine Pit located 2.5 miles to the north. In 1945, the crusher was moved from the mill to an in-pit location at Yellow Pine and, in 1949, a smelter was added adjacent to the mill at Meadow Creek. The mill closed in 1952 and, by 1957, was dismantled or abandoned. Up until 1946, mill tailings were placed in impoundments adjacent to the mill or pumped directly into Meadow Creek during the winter months. The US Forest Service (USFS) has performed several remedial actions in this area, including removal of some historic tailings and the smelter stack in 2003, re-channelization of lower Meadow Creek in 2005, and covering the 2003 impoundments with clean fill in 2009. In spite of these actions, historic tailings remain buried over much of the area, including under the airstrip and adjacent to Meadow Creek.

 

Later heap leach gold operations also operated in the area of the former Meadow Creek Mine, mill and related facilities, in what is now the area of the current Hangar Flats deposit. Superior and their successors operated on-off heap leach pads and an adjacent process plant from 1982-1997, processing ore from the West End area. The empty leach pads still exist but have been covered by fill. The former process plant and related facilities (site of the current Midas Gold helicopter hanger) have been removed, however, subsurface impacts remain including a former diesel fuel release. Hecla also had a gold heap operation here from 1988-1992 processing ore from the Homestake area of the Yellow Pine deposit. The loaded heap, underdrain system, and infiltration galleries remain but Hecla’s former processing facilities have been removed.

 

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4.5.3         Garnet Pit

 

The Garnet Pit was a short-lived open pit mine, operated by Stibnite Mines Inc. (SMI) in the mid-1990s, and located just east of Midas Gold’s current camp and core shed area. The ore was processed on the Superior leach pads. The open pit and associated waste rock storage facilities cover an area of approximately 5.5 acres.

 

4.5.4         Former Stibnite Town Site

 

During World War II, Stibnite was an incorporated town with a peak population of over 750 Bradley employees and their families. The town site area shown on Figure 4.2 included several employee homes, the recreation center, the hospital, the school, the automobile service station, and the municipal waste landfill. Other “neighborhoods” existed in Stibnite outside this area, including Fiddle Creek and Midnight Creek and there was an earlier landfill location approximately ½ mile to the east.

 

4.5.5         Former EFSF Haul Road and Adjacent Areas

 

The area from the former Stibnite town site to the Yellow Pine Pit is the site of many legacy environmental features. The Monday Camp, adjacent to the Yellow Pine Pit, was the site of Bradley’s truck repair, machine, and maintenance shops. Fuel oil storage was significant and petroleum contamination is likely to be encountered in the vicinity. Other areas along the now-reclaimed haul road were the site of the former Bradley saw mill, various man camps, the former SMI pilot plant, and other activity. Midas Gold’s current exploration camp / core shed area was once the site of the SMI crusher, staging area, shop, and fuel depot. Hecla also maintained a camp and an equipment staging area here.

 

4.5.6         Yellow Pine Pit and Homestake

 

Open pit mining in the Yellow Pine Pit began in 1937. During World War II and the Korean War, the pit provided an estimated 90% of the antimony and 50% of the tungsten needed for U.S. war efforts. In 1943, the 3,500 foot Bailey Tunnel was driven to divert the East Fork of the South Fork of the Salmon River (EFSFSR) away from the open pit. Mining ceased in 1952 until Hecla returned to mine the adjacent Homestake area from 1988-1992.

 

The open pit and subsequently the pit lake has been a barrier to fish passage since 1938. The pit lake has also acted as a sediment trap and holds legacy tailings eroded from the Meadow Creek Valley upstream. There are numerous waste rock storage facilities throughout this area and spent ore has been placed here and elsewhere in the District (e.g., as road surfacing). A waste repository was also created on the west rim of the pit in 2003 during a Forest Service removal action related to the former smelter stack and other remediation actions in the Hangar Flats area.

 

4.5.7         West End

 

West End is a series of open pits and waste rock storage facilities. Superior began work in the area in 1982. They and their successors (Pioneer Metals Corp., Pegasus Gold Corp, Dakota Mining, and SMI) continued mining until 1997. The area remains sparsely vegetated. The upper reach of West End Creek is in a large diameter culvert pipe beneath a waste rock storage facility.

 

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Figure 4.2:      Legacy Environmental Liabilities

  

 

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4.5.8         East Fork of Meadow Creek

  

A small reservoir was constructed on the East Fork of Meadow Creek (commonly referred to as Blowout Creek) in 1931 for electric power generation. The dam was raised in 1949 to accommodate increased water demand created by the new smelter. In June 1965, high runoff caused a catastrophic failure of the dam. Damage at the time was significant and the drainage remains a major source of sedimentation due to active head cutting and erosion during high flow events. The head cutting has also lowered the water table in the upper valley, reducing the quality of the wetlands in that area.

 

4.5.9         DMEA

 

As the first generation of active mining ceased in 1952, Bradley was awarded two contracts by the Defense Minerals Exploration Administration (DMEA) and performed exploration work through 1955. This work included 4,900 ft of underground workings with an associated adit and waste rock storage facility at the location shown on Figure 4.2. A creek runs through the waste rock storage facility.

 

4.5.10       Underground Workings

 

In addition to the disturbed areas show on Figure 4.2, several underground workings also exist. There are numerous tunnels, adits, shafts, and associated waste rock storage facilities. Major historic underground workings include the Meadow Creek Mine, the Cinnabar Tunnel, the Monday Tunnel, the North Tunnel, the Bailey Tunnel (former EFSFSR water diversion), and DMEA workings; while on the adjacent optioned claims, the Cinnabar Mine has extensive underground workings and related surface disturbance.

 

4.5.11       Past Remediation

 

In the past, regulatory actions under U.S. Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), U.S. Resource Conservation and Recovery Act (RCRA), and state law have been taken by the EPA, USFS, the Idaho Department of Lands (IDL) and the Idaho Department of Environmental Quality (IDEQ) against historic mining operators. These agencies along with several past owners and operators have conducted certain remediation of historic mining activities at the Project site. The primary projects include the following:

 

· stabilizing and covering with spent ore the 551 acres historic tailings pile at the upper-south end of the Meadow Creek valley;

 

· re-routing the Meadow Creek diversion and reconstructing it to accommodate a 500-year flood event;

 

· capping some of the old heap leach facilities;

 

· removal of nearly all above ground historic mining structures and facilities including the former Meadow Creek mill and smelter;

 

· removal of leaking underground fuel storage tanks left from previous owners; and

 

· EPA conducted and paid for the clean-up of the smelter stack, assay labs and other sites at Stibnite well after 2001.

 

The Stibnite site was considered and rejected for listing on the National Priorities List (NPL) in September 2001.

 

Midas Gold may conduct environmental enhancement and reclamation opportunities in the future as part of an operating plan, including potentially improving or re-establishing key fish passage routes.

 

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4.6            Permit Requirements

 

 

4.6.1         Exploration Permits and Status

 

The Midas Gold exploration programs completed to date consisted of road and drill pad construction to support drilling on both public and private lands. There are different permitting requirements for activities on the respective public and private land holdings.

 

The USFS, Payette National Forest, Krassel Ranger District has jurisdictional authority over mitigating surface disturbance associated with exploration and mining-related activities on public lands within its administrative area. Although some of the claims are in the Boise National Forest, the Payette National Forest has been granted administrative authority for the entire Project area. IDL, Payette Lakes Area District has jurisdictional authority over exploration and mining-related activities on private lands (as well as oversight on activity on public lands as well) within its administrative area.

 

Midas Gold is currently conducting exploration in the Stibnite mining district on patented property under an annual IDL Notice of Exploration. Midas Gold currently has an exploration Plan of Operations (PoO) filed with the USFS under POO-2014-049059 and is awaiting approval.

 

4.6.2         Exploration Compliance Evaluation

 

Midas Gold is in full compliance with applicable laws and regulations related to its exploration activities. The staff of IDL, USFS, U.S. Fish and Wildlife Service (USFWS), EPA, IDEQ, and National Marine Fisheries Service (NMFS) have toured the Project site several times during ongoing activities and have issued required permits and granted approval for Midas Gold’s activities on the site.

 

4.6.3         Mine Development Permits

 

The environmental permitting process for the development of a mine within the Project boundaries would primarily involve: water quality permits, wetlands permits, surface and ground water use permits, authorizations to relocate stream channels, permits addressing design and construction of a tailings dam, air-quality permits, a cyanide use permit, and approval of a final PoO/Reclamation Plan. In total, over 30 separate local, state, and federal environmental permits and licenses would be required to construct and operate a mine within the Project boundaries.

 

A detailed list of applicable permits, licenses, and approvals is listed in Table 4.1. The National Environmental Policy Act (NEPA) requires federal agencies to study and consider the likely environmental effects of any project before allowing it to proceed. In the case of the development of a mine within the Project boundaries, the major federal action necessary to move the project forward is the approval of the final Plan of Operations/Reclamation Plan by the USFS (Forest Supervisor) in conjunction with the IDL and other cooperating agencies. This would be done by the preparation, review, and completion of a decision (Record of Decision or ROD) on the Environmental Impact Statement (EIS). The EIS would likely be prepared by a qualified third-party environmental contractor under the guidance of the USFS. The cost of the EIS would be borne by Midas Gold.

 

A more detailed description of all the permits and authorizations listed in Table 4.1 is provided in Section 20. Some ancillary permits and licenses, not listed in the table that may be required are conditional use permits, rights of way and Federal Communications Commission (FCC) communications licenses.

 

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Table 4.1:      List of Permits, Licenses, and Approvals Required for the Project

  

Permit, License, or Approval Purpose of Authorization Timing
USFS
Approval Final Plan of Operations (36 CFR 228 Subpart A) To allow for locatable mineral exploration and development.  This PoO must be consistent with the forest plan.  Approval follows the EIS ROD and incorporation of specified requirements and mitigation and monitoring in the final plan so as to minimize or eliminate effects on surface resources.  A reclamation plan and financial assurance are a primary element of the final PoO.  A waste management plan would also be important. To be filed after the EIS ROD.  Requires input from the final feasibility study.
Road Use Permit To specify operation and maintenance responsibilities on forest roads.  Valley County is also involved as a primary agency.  The Road Use Permit would be incorporated into the final PoO. Required annually for current exploration and final Plan of Operations.
Mineral Material Permit To allow Midas Gold to collect and use borrow materials from national forest lands. Would be needed during construction.
Timber Sale Contract To allow Midas Gold to harvest commercial timber from the Project area (construction clearing).  The Timber Sale Contract would be incorporated into the final PoO. This is a pre-construction need.
Cultural Resource Clearance To obtain joint approval from the USFS and State Historic Preservation Officer prior to construction. This is a pre-construction authorization.
Monitoring Plans Part of the final PoO to assure compliance with state and federal environmental standards. Required for construction, operations, reclamation and post-closure.
Plan of Operations Review To ensure consistency with design of plant processing, waste management, water treatment, access roads and other facilities, operational requirements as described in the ROD, final PoO, and other permit approvals. This is an annual requirement.
U.S. Environmental Protection Agency
NPDES Permit (water discharge) (EPA) Required under Section 402 of the Clean Water Act for point source discharges to waters of the US, total maximum daily loads must be considered in this permit.  Also required for all "new sources".  Section 401 Certification of NPDES and Corps 404 Permits by IDEQ is also required. Application must be filed 180 days prior to discharging.
Storm Water Pollution Prevention Plan (EPA) Required to minimize or mitigate the effects of storm water discharges; also includes snowmelt runoff and surface runoff and drainage. This is a pre-construction requirement.
Section 311 Contingency Plan (EPA) Required to develop a spill prevention plan for above-ground fuel storage capacity in excess of 1,320 gallons (5,000 liters), or below-ground storage greater than 42,000 gallons (159,000 liters). Needed during construction, operations and post-closure.
Drinking Water Act Underground Injection Control Permit (EPA) To regulate subsurface emplacement of wastewater by well injection; may also apply to land application of wastewater.

This permit may be required for operations.

 

 

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Permit, License, or Approval Purpose of Authorization Timing
Prevention of Significant Deterioration Determination (EPA) Initial analysis to demonstrate the mine would not emit more than 250 tons (230 tonnes) of fugitive dust per year. This is a preconstruction authorization. To be evaluated as part of the EIS.
Permit to Construct/Permit to Operate (Jointly with IDEQ) Required to be in compliance with applicable requirements of the Clean Air Act to the extent the permit specifically includes these requirements, or includes a determination that specific requirements do not apply. To be filed during the EIS/pre-construction phase.
USACE
Section 404 Dredged and Fill Permit Required for discharge of dredged or fill material into waters of the U.S. including wetlands. Concurrent with the EIS; ROD required.
NOAA Marine Fisheries / USFWS
Fish and Wildlife Endangered Species Act Consultation Required to demonstrate that the proposed action would not likely jeopardize threatened and endangered fish and wildlife species. Concurrent with the EIS; ROD required.
Mine Safety and Health Administration (MSHA)
Safety Plan This plan is developed to assure the health and safety of the nation's miners.  The plan addresses accident protection, communications, prohibition of alcohol and drugs, and other considerations. Required for active mining operations.
Executive Orders (USFS, EPA, USFWS, and USACE)
E.0.11988; E.0.11990 These two executive orders deal with the protection of floodplains and floodplain management, and the protection of wetlands. Concurrent with the EIS.
Indian Tribes
Native American Consultation Required to ensure no significant impacts on Nez Perce, Shoshone-Bannock, and Shoshone-Paiute traditional cultural values, practices, properties, or human remains. Concurrent with the EIS.
IDEQ
Rules Governing Cyanidation Facilities (Jointly with IDL) Required to construct and operate cyanide processing facilities; rules also address performance bonds for reclamation and permanent closure of these operations. To be filed after EIS scoping.
Wastewater Land Application Permit To regulate the application of industrial/municipal wastewater to plan for the purpose of treatment; used to meet zero discharge requirements. To be filed after EIS scoping.
Ground Water Rule Required to protect local ground water resources and quality to be maintained at or near background levels (sites-specific standards). To be filed after PDEIS.
Air Quality Tier Permit Required to operating permit for major stationary sources of air pollutants. To be filed concurrent with EIS.

 

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Permit, License, or Approval Purpose of Authorization Timing
Idaho Department of Water Resources (IDWR)
Water Rights These permits are required prior to the diversion and use of surface or ground. Additional to be filed after PFS.
Stream Channel Alteration Permit Required to divert a stream around mining facilities (i.e. EFSFSR around Yellow Pine open pit) To be filed prior to PDEIS.
Dam Safety Permit Required for the construction of a tailings dam; includes detailed design and specifications. To be filed prior to PDEIS.
IDL
Reclamation Plan Describes plans for closing and reclaiming components of the operation located on patented (fee) ground.  This plan and associated financial assurance closely interface with the final PoO for the USFS. To be filed prior to PDEIS.
State of Idaho – Historic Preservation Office
State Historic Preservation Officer Consultation The final PoO must receive clearance by the State Historic Preservation Officer. Approval required prior to construction.
Valley County Planning Department
Consistent with Comprehensive Plan The final PoO (proposed Project) must be consistent with the goals and objectives of the Valley County Comprehensive Plan. Approval required prior to construction.
Valley County Building Department
Individual Building Permits A number of building permits would need to be obtained for the primary Project components

Approval required

Prior to construction.

Valley County Road Department
Road use Permits Road use permits would be required by the county annually; a user fee to pay for necessary road maintenance would be negotiated, including special conditions for winter use. Annual application required.
Other Consultations/Clearances
Other Consultations These include, among others: Executive Order 12898 Environmental Justice, Migratory Bird Treaty Act, Bald Eagle and Golden Eagle Protection Act, USFS Mining Regulations (36 CFR 228A). Part of the EIS process.

 

 

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SECTION 5 TABLE OF CONTENTS

 

SECTION PAGE
       
5 Accessibility, Climate, Local Resources, Infrastructure and Physiography 5-1
       
  5.1 Topography, Elevation and Vegetation 5-1
       
  5.2 Climate and Length of Operating Season 5-2
       
  5.3 Access to Property 5-3
       
  5.4 Sufficiency of Surface Rights 5-5
       
  5.5 Local Resources and Infrastructure 5-5
       
    5.5.1 Power Supply 5-5
    5.5.2 Water Supply 5-5
    5.5.3 Rail 5-6
    5.5.4 Ports 5-6
    5.5.5 Communications 5-6
    5.5.6 Potential Processing Site 5-7
    5.5.7 Potential Tailings Storage Area 5-7
    5.5.8 Potential Waste Rock Disposal Area 5-8
    5.5.9 Labor 5-8

 

SECTION 5 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 5.1: Project Climate Data 5-3
     
Table 5.2: Water Rights Summary 5-5

 

SECTION 5 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 5.1: Site Access and Existing Pertinent Regional Infrastructure 5-4
     
Figure 5.2: General Site Layout 5-9

 

SECTION 5 LIST OF PHOTOGRAPHS

 

PHOTOGRAPH DESCRIPTION PAGE
     
Photograph 5.1 View Looking South Along the EFSFSR 5-1
     
Photograph 5.2: View Looking West up Meadow Creek 5-2

 

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5 Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

5.1 Topography, Elevation and Vegetation

 

The Project is located within the Salmon River Mountains of Central Idaho. The area consists of uplifted rocks of the Idaho Batholith deeply incised by the East Fork of the South Fork of the Salmon River (EFSFSR). The area is comprised of steep, rugged, and forested mountains with narrow, flat valleys at an elevation of approximately 6,500 ft and nearby mountains rise to an elevation of approximately 7,800 to 8,900 ft. The land is heavily wooded with fir and pine trees and underbrush is common. Large forest fires burned much of the area in 2002, 2006 and 2007. Photograph 5.1 and Photograph 5.2 depict local topography, vegetation, and surface features.

 

Photograph 5.1   View Looking South Along the EFSFSR

 

 

 

Source: SRK, 2012

 

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Photograph 5.2:    View Looking West up Meadow Creek

 

 

 

 Source: SRK, 2012

 

5.2 Climate and Length of Operating Season

 

The climate is characterized by moderately cold winters and mild summers. Most precipitation occurs as snowfall in the winter and rain during the spring. The local climate allows for year-round operations as evidenced by historic production and climate information.

 

Weather records indicate that the average precipitation (equivalent rainfall) is approximately 32.19 inches per year. Average temperatures and precipitation are shown in Table 5.1.

 

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Table 5.1:      Project Climate Data

 

Month   Average
Temperature (°F)
  Average
Precipitation (in)
January   20.1   4.1
February   21.8   3.3
March   27.7   3.5
April   32.9   3.0
May   40.7   2.6
June   48.7   2.1
July   58.1   1.0
August   56.5   1.0
September   48.7   1.8
October   39.2   2.1
November   26.3   3.7
December   18.8   4.0
Average   36.6   32.2

 

5.3 Access to Property

 

The property is located approximately 152 road-miles northeast of Boise, Idaho, a city with a population of more than 600,000 people in its metropolitan area. Figure 5.1 shows a map of current access routes.

 

The primary access to the Project area is via:

 

· Boise to Cascade – Highway 55 (77.4 mi)

 

· Cascade to Landmark – two-lane, paved Warm Lake Road (35.6 mi)

 

· Landmark to Yellow Pine – single-lane, unpaved Johnson Creek Road (25.3 mi)

 

· Yellow Pine to Stibnite – single-lane, unpaved Forest Service 50-412 Road (14 mi)

 

The primary access (the “Johnson Creek Route”) measures approximately 84 mi from Cascade to Stibnite and is not available at certain times of the year when Johnson Creek Road is impassable due to snow. Alternate, low elevation, year-round access is available by traveling from Cascade along the Warm Lake Road and turning north on the South Fork Road 10.6 mi west of Landmark and then turning east onto the East Fork Road (NF-48) towards Yellow Pine and onto Stibnite (the “South Fork Route”). The distance from Cascade to Stibnite is approximately 86 mi along this alternate South Fork Route.

 

Another route available in snow-free months starts by travelling east on Lick Creek Road near McCall, Idaho, towards Yellow Pine and onto Stibnite (the “Lick Creek Route”). The distance from McCall to Stibnite along the Lick Creek Route is approximately 63 mi. and approximately 93 mi from Cascade to Stibnite via McCall. A grass airstrip is located at Johnson Creek, about 3 mi south of the town of Yellow Pine and a 2,300 ft long improved gravel airstrip is located at Stibnite.

 

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Figure 5.1:     Site Access and Existing Pertinent Regional Infrastructure

 

 

 

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5.4 Sufficiency of Surface Rights

 

Midas Gold currently controls 27,105 acres of land through a combination of 1,492 patented and unpatented claims. Surface facilities associated with development of the Stibnite Gold Project would be located on a combination of public and private property under rights established by the 1872 Mining Law, current USFS regulation, and IDL regulations for private property mining development. Approvals for such development come from approval of the USFS Plan of Operations (PoO), which will come in the form of a Record of Decision following completion of an anticipated Environmental Impact Statement, along with a mined land reclamation plan from the IDL. Additional information on Midas Gold patented and unpatented claims are provided in Section 4; additional information on permitting is included in Section 20.

 

5.5 Local Resources and Infrastructure

 

5.5.1 Power Supply

 

The nearest power lines are located in the town of Yellow Pine, roughly 10 mi to the northwest. The power line to Yellow Pine would be insufficient to support a mining operation. Power lines would need to be installed / upgraded from the main regional Idaho Power Company (IPCo) substation at Lake Fork to the Project site. A description of the proposed power transmission line route is addressed later in Section 18 of this Report.

 

5.5.2 Water Supply

 

Midas Gold has four permanent and three temporary water rights in the district (collectively, “Water Rights”). The permanent Water Rights were transferred from the estate of J.J. Oberbillig and Bradley (Table 5.2). One of these Water Rights (77-7293) is currently shown in the IDWR database as owned by Bradley, however, Midas Gold has provided title information to IDWR, which has acknowledged that the documentation is sufficient, and is in the process of updating the database listing.

 

Table 5.2:     Water Rights Summary

 

Water
Right
ID
  Type   Source   Location   Beneficial
Use
 

Maximum
Diversion Rate

(ft3/s)

   

Maximum Annual Diversion

(acre-feet)

 
77-7122   Surface Water   EFSFSR   NW ¼ of the NW ¼ ,
Section 14,T 18N, R9E
  Storage and Mining     0.33       7.1  
77-7141   Ground Water   Well   SW ¼ of the SW ¼,
Section 11, T18N, R9E
  Domestic     0.20       11.4  
77-7285   Ground Water   Well   SE ¼ of the NE ¼,
Section15, T18N, R9E
  Storage and Mining     0.50       39.2  
77-7293   Surface Water   Unnamed Stream
(Hennessey Creek)
  SW¼ of the NE¼,
Section3, T18N, R9E
  Mining     0.25       20.0  

 

Source:  IDWR, 2014

 

Midas Gold’s current water rights are insufficient to support the proposed Stibnite Gold Project development plan included herein, and additional rights will need to be secured through direct permit application and subsequent approval of such rights from the IDWR. Additional information regarding water rights and permitting are included in Section 20.

 

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5.5.3 Rail

 

The Idaho Northern Pacific Railroad (INPR) is a Class II railroad that owns railroad tracks that terminate in Cascade, Idaho. The INPR operates the Cascade Branch rail line on approximately 100 mi of track between Payette, Idaho and Cascade with a switch yard in Emmett, Idaho. Track runs from Cascade to Payette connecting the line to the Union Pacific Railroad which is capable of reaching ports in California, Oregon, Washington and British Columbia. The INPR also operates a tourist train, the Thunder Mountain Line, on its Cascade Branch, which runs from Horseshoe Bend to Banks, Idaho.

 

Active freight service to Cascade ceased in the mid-1990s, but INPR continues to maintain the line to Cascade and conducts annual maintenance and inspections. INPR owns land at the terminus of the rail line for switching and transload facilities. Currently, facilities at the Cascade end of the track are limited.

 

Also serving the area and connecting to the Union Pacific Railroad is the Boise Valley Railroad (BVRR) at Nampa, Idaho located approximately 176 mi from the Project site. Currently the BVRR is a short-line railroad connecting Nampa with the state capital Boise, Idaho. Of the two rail lines, the BVRR is much further from the Project site; however, in May 2010, the City of Boise signed a letter of intent with the BVRR to explore construction of a trans-load and intermodal services facility in the southeast of Boise. Though construction of the proposed facility has not progressed beyond the initial letter of intent, when constructed, this facility would enable container freight to transfer directly from truck to train. Currently the nearest facility for direct container handling of the type proposed is in Portland, Oregon.

 

5.5.4 Ports

 

The closest access for sea transportation is through the ports of Portland, Oregon; Tacoma, Washington; Seattle, Washington; and Vancouver, British Columbia. Each of these ports is located in the Pacific Northwest and can be accessed by truck, or by rail with distances ranging from 573 to 727 mi from the Project. The Port of Portland is the closest of these four options; Terminal Six is the predominant container terminal at the port and is presently served by Hanjin Shipping on a weekly basis.

 

Additionally, The Port of Lewiston, Idaho, is located on the Clearwater River, just upstream from its confluence with the Snake River and is approximately 274 mi from the Project site. The port is served by truck and rail, and loads barges for shipment down the Snake and Columbia Rivers. The port is used primarily for shipping agricultural products. Wheat is shipped in bulk, but many of the other commodities are shipped in containers. The port also hosts a trans-loading facility where items are containerized for shipment. Containers travel down the Columbia to Portland’s Terminal Six a few days prior to being loaded onto a Hanjin vessel for Asian ports of call.

 

5.5.5 Communications

 

In 2013, Midas Gold completed a microwave relay tower atop a 9,000-ft peak on the east side of the property. The tower is on leased patented land and provides a reliable long-term link to the regional communications hub on Snowbank Mountain 52 mi to the southwest. The relay operates at 5.8 GHz and uses a 6 ft diameter parabolic antenna (40 ft above surface grade on the Stibnite end of the link) to provide a high bandwidth connection to a commercial leased tower facility, access to which is maintained year-round by the Federal Aviation Administration (FAA). A second smaller radio system relays the signal down to the valley floor via an intermediate tower near Midas Gold's Very High Frequency (VHF) repeater at West End. At the Stibnite tower sites, continuous and reliable power is provided by solar panels and battery systems designed to withstand the winter conditions at these locations.

 

Another 20 mi microwave link connects the Snowbank facility directly to Midas Gold’s Donnelly office, providing an entirely private and Midas Gold-owned communication path. A virtual private network connects the Boise office directly into this system and creates an environment where all Idaho facilities are under one virtual roof with respect to electronic data. Local servers are backed up off-site on a nightly basis to a Midas Gold-owned co-located server at the Syringa Networks data center adjacent to the Boise airport.

 

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5.5.6 Potential Processing Site

 

The majority of the Project area is characterized by steeply-sloping, mountainous terrain. Flat terrain with competent foundation conditions suitable for mine infrastructure is generally limited; these areas are typically in the valley-bottoms, near the colluvium/alluvium/bedrock contact, which is consistent with infrastructure siting by previous mine-operators.

 

The process plant site selected to support the 2012 PEA was located on the southeast side of the confluence of Meadow Creek and the EFSFSR. While the PEA plant area is relatively flat and open, centrally located, with minimal underlying mineral resource potential, the area possesses pervasive wetlands, challenging foundation conditions, and is in very close proximity to sensitive jurisdictional waters. Following publication of the PEA, alternative process plant sites were identified by the Midas Gold team; consequently, a more comprehensive study was deemed appropriate to arrive at the preferred layout. The following methodology was used to arrive at the preferred process plant site:

 

1) Identify the primary physical constraints that limit the area that could be considered for process plant infrastructure such as: geotechnical constraints, avalanche constraints, regulatory constraints, project development constraints, etc.

 

2) Develop a scorecard that includes the key drivers/criteria that influence selection of the preferred process plant layout. The criteria could include: environmental, permitting and social considerations; safety considerations; capital expenditures (CAPEX); operating expenditures (OPEX); and operability considerations.

 

3) Develop conceptual project layouts that honor the preceding physical constraints with consideration to the key drivers.

 

4) Populate the scorecard in a workshop environment to identify the preferred process plant layout.

 

Following this process, a large, gently sloping area immediately northeast of the confluence of Meadow Creek and the EFSFSR was selected as the preferred processing plant location. Section 18 provides a detailed discussion on the layout of the process plant; a simplified version of the site layout is provided on Figure 5.2.

 

5.5.7 Potential Tailings Storage Area

 

Approximately 98 million tons of mineralized material are expected to be processed during the 12-year mine life of the Project as contemplated in this PFS. Ideally, from an environmental, technical and financial perspective, all of the tailings generated from the operation would be stored in a single storage facility. To determine the preferred location for the tailings storage facility (TSF), a siting assessment was completed that identified five locations that could provide sufficient storage capacity to contain the expected tailings quantities. An additional 14 smaller sites that could contain a portion of the required tailings storage in a second, separately managed facility, were also identified (SRK, 2012).

 

The preferred tailings site, based on considerations such as: topography, hydrology, use of previously disturbed areas, environmental management and closure considerations, proximity to the processing plant, and expected cost, was determined to be in the Meadow Creek Valley. The valley has sufficient capacity for both tailings and waste rock, and a significant portion of the area has been previously disturbed by historical mining operations. This site was identified and incorporated into the PEA and continues to be the preferred tailings storage site since it, among other things, keeps incremental disturbance to a minimum by overlapping on pre-existing historically disturbed areas used previously for tailings disposal. A comprehensive description of the Meadow Creek TSF is provided in Section 18; a simplified figure showing the location of the TSF is presented on Figure 5.2.

 

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Some of the land in the Meadow Creek Valley is owned by Midas Gold and comprises patented mining claims; the balance of the land in the valley is Federal land and is controlled by the USFS.

 

5.5.8 Potential Waste Rock Disposal Area

 

There are several locations on the Stibnite Gold Project site where uneconomic mineralized material or waste rock could be stored, which were evaluated in a similar manner and with similar considerations as the siting of the TSF. The preferred storage area for the Yellow Pine and Hangar Flats waste rock is in the Meadow Creek Valley downstream of the TSF that would, in addition, provide a robust geotechnical stability buttress for the TSF. This site is preferred since it, among other things, keeps incremental disturbance to a minimum by overlapping on pre-existing historically disturbed areas used previously for tailings disposal and spent heap leach ore disposal, and keeps the waste rock and tailings within the same area. The preferred storage location for the West End waste rock is above the existing West End waste rock storage facility and, mostly, in the mined-out Yellow Pine open pit, which would enable the EFSFSR to be reestablished to its original gradient, facilitating long-term fish passage to the headwaters of the EFSRSR and Meadow Creek. Some of the proposed waste rock storage land is owned by Midas Gold and comprises patented mining claims; the rest of the land in the valley is Federal land and is controlled by the USFS. This layout keeps the maximum amount of disturbance within the existing footprint of historical disturbance. Sections 16 and 18 provide additional details on the waste rock storage areas; a simplified layout is provided on Figure 5.2.

 

5.5.9 Labor

 

Yellow Pine, which is the nearest town, is located approximately 14 mi to the west of the Project. It has a population of approximately 60 people during the summer months, up to 40 in the winter, and limited services such as a general store, a restaurant, and a few lodging facilities. The nearby Valley County towns of McCall, Donnelly and Cascade, and surrounding areas have a combined population of several thousand people with many diverse services available.

 

Skilled miners and mining professionals, as well as local laborers and equipment operators, would be identified from within Valley County and adjacent Adams County, where feasible, with additional workers sourced throughout Idaho if necessary.

 

Based on the currently envisioned Project, Midas Gold would likely become the largest employer in Valley County and Adams County, paying higher salaries than any other industry except the federal government. These two counties have some of the highest unemployment rates in Idaho, which is nearly double the rate in Boise. Midas Gold jobs would revitalize the local manufacturing sector and provide an important complement to the region’s recreation industry. In addition to the long-term operations-related employment opportunities, Midas Gold would also employ a large number of construction workers during the construction phase, which would bolster the slumping real estate industry. The property and sales taxes generated from the mining operations would help support the region’s schools and infrastructure, which have been under recent economic stress. The infusion of new economic activity would likely help support every industry in the regional economy.

 

Additional details on the Project labor requirements and approaches to meeting those needs are discussed in Section 20.

 

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Figure 5.2:      General Site Layout

 

 

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SECTION 6 TABLE OF CONTENTS

 

SECTION PAGE
   
6 History 6-1
     
  6.1 Ownership and Royalties 6-1
       
  6.2 Past Exploration and Development 6-2
       
    6.2.1 Hangar Flats Deposit 6-3
    6.2.2 Yellow Pine Deposit 6-4
    6.2.3 West End Deposit 6-5
         
  6.3 Historical Mineral Resource and Reserve Estimates 6-6
       
  6.4 Historical Production 6-7
       
    6.4.1 Hangar Flats Deposit 6-8
    6.4.2 Yellow Pine Deposit 6-8
    6.4.3 West End Deposit 6-9

 

SECTION 6 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 6.1: Stibnite District Estimated Historical Production 6-7
     
Table 6.2: Hangar Flats Deposit Estimated Production Records 6-8
     
Table 6.3: Yellow Pine Deposit Estimated Production Records 6-8
     
Table 6.4: West End Deposit Estimated Production Records 6-9

 

SECTION 6 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 6.1: Bradley Mining Company Processing Plant and Tailings Pond 6-3
     
Figure 6.2: Bradley Mining Company Open Pit Mine 6-5
     
Figure 6.3: Canadian Superior Mining (U.S.) Ltd. Heap Leach Processing Facility 6-6

 

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6 HISTORY

 

6.1 Ownership and Royalties

 

During the first half of the 20th century, two major landowners were working the Stibnite Mining District. The eastern part was partially consolidated by United Mercury Mines, whereas the western part was controlled by Bradley. Bradley production was initially from the underground Meadow Creek mine (c. 1927 to 1937) and later from the larger Yellow Pine underground and subsequently open pit mine (1937 to 1952). Bradley’s consolidation of the western district led to the Oberbillig family receiving royalties on some of the claims mined by Bradley. Mining claims associated with the Meadow Creek Mine and Yellow Pine Mine (first staked in 1914 and 1923, respectively) were patented during this period. Bradley operated Yellow Pine until 1952 and optioned the nearby Cinnabar mine in the late 1950s. Mining operations ceased after a worldwide collapse in antimony and mercury prices following the end of the Korean War, while milling and smelting continued from stockpiled ores, as well as antimony-bearing materials from the Coeur d’Alene district, as well as tungsten ores from the Springfield and Ima tungsten mines. The former mill and smelter were subsequently dismantled, and the Stibnite town site abandoned with many of the cabins and other buildings comprising the town site and other facilities moved elsewhere.

 

Aside from minor mining and processing of stibnite ores from the Stibnite District and mercury mining at the nearby Cinnabar mine in the 1960s, the Stibnite/Yellow Pine district lay dormant until the early 1970s, when a sharp rise in gold prices and the advent of heap-leach processing technology for oxide gold ores revitalized exploration in the District. Operators who conducted exploration and/or minerals extraction during this era included, in chronological order, Louisiana Land and Exploration Company, Canadian Superior Mining (U.S.) Ltd. (Superior), El Paso Mining and Milling (El Paso), Rancher’s Exploration Company (Ranchers), Twin Rivers Exploration, MinVen Corporation (MinVen), Pioneer Metals Corporation (Pioneer), Hecla, Barrick Gold Corporation (Barrick, and formerly American Barrick Resources), and SMI.

 

Hecla delineated a small oxide resource at the Hangar Flats Deposit, but focused mainly on mining the nearby Homestake oxide gold deposit, which overlies the northeastern portion of the Yellow Pine Deposit. Superior delineated much of what is now the West End Deposit and they brought that area into production in 1982. Superior was ultimately acquired by the Superior Oil Company of Houston, Texas, which, in turn, was acquired by Mobil Oil. Mobil sold the West End Mine in 1986 to a 50/50 joint venture of Pioneer and MinVen, both small Canadian-registered companies. Pioneer was the mine operator until it experienced financial problems in 1990, and ownership was conveyed to SMI, owned primarily by MinVen. MinVen later experienced financial problems and the mine was conveyed to Dakota Mining Company (Dakota). Operations in the district ceased after the 1997 season, when Dakota merged with USMX Inc. Rapidly falling gold prices in 1997, internal company financial problems, increasing environmental and regulatory issues, and delays in obtaining necessary operating permits led to the mine closure.

 

In 1990, during the course of these operations, six lode claims and 30 mill site claims (including mineral rights) were patented with ownership going to the Oberbillig Family Estate. These Oberbillig Estate patented lands and the 5% NSR royalty interest on the Bradley Estate are currently the subject of purchase option agreements with Midas Gold (both Promissory Notes mature June 2, 2015). Midas Gold will purchase the royalty which would, in effect, have Midas Gold pay the royalty to itself.

 

On June 2, 2003, Vista’s wholly owned subsidiary Vista Gold US Inc. (Vista US) entered into an Option to Purchase Agreement with Bradley regarding 17 patented lode mining claims owned by Bradley that covered the majority of the Yellow Pine Deposit. In addition, Vista, through its wholly owned affiliate, Idaho Gold Resources, LLC (IGR), acquired eight unpatented lode mining claims, also in the Yellow Pine Deposit area. On February 22, 2011, MGI entered into a combination agreement with Vista US and IGR whereby these entities became wholly owned subsidiaries of Midas Gold. Midas Gold made final payment under the Option to Purchase on November 28, 2012 and now holds the title to these claims.

 

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In 2006, much of the western portion of the district was staked by Niagara Mining and Development, a subsidiary of Gold Crest Mines Inc. (Gold Crest). These unpatented claims surround the patented lands of both the Bradley and Oberbillig Family estates. Additional, unpatented claims were staked by Gold Crest in 2007 covering the eastern portions of the district. All Gold Crest claims were purchased by MGI in 2009, and agreements were negotiated with the patented landowners.

 

On April 28, 2011, MGI’s wholly owned subsidiary, MGI Acquisition Corp. (MGIAC), entered into an agreement with the owners of the six Fern patented mineral claims and now owns those rights 100%.

 

On May 1, 2011, MGI’s wholly owned subsidiary, MGIAC, entered into an option agreement with the owners of a number of patented and unpatented mineral claims comprising the former Cinnabar Mine property JJO, LLC a limited liability company and the personal representative of the estate of J.J. Oberbillig, whereby MGIAC had the right but not the obligation to acquire these claims over a period extending to May 1, 2017 in exchange for certain payments. MGIAC has made all payments required to date under the option agreement and the option agreement remains in effect.

 

MGI subsequently completed staking of additional claims and corrected claim deficiencies between 2009 and 2012.

 

The entire property (excluding the Cinnabar group of claims) is subject to the May 9, 2013 1.7% gold only NSR royalty held by Franco-Nevada Corporation. Midas Gold’s subsidiaries have a one-time right to repurchase one third of the royalty for US$9 million before May 9, 2016 thereby reducing the royalty to 1.13%.

 

6.2 Past Exploration and Development

 

There have been two major periods of exploration and development operations in the District prior to Midas Gold gaining control, one spanning from the early 1900s through the 1950s and another during the period from the early 1970s through the mid-1990s. The history of development and mining in the district is summarized in numerous publications and additional references therein including: Larsen and Livingston (1920); Schrader and Ross (1926); White (1940); Cooper (1951); Hart (1979); Waite (1996); and Mitchell (1995; 2000) and various unpublished reports and documents. Much of the information contained in the text below is taken from these published sources and from unpublished company records.

 

The mining history of the region began in 1894 when the Caswell brothers began a sluice box operation in Monumental Creek in what is now known as the Thunder Mountain Mining District, located east of Stibnite. By 1902 a gold rush was underway to the Thunder Mountain District with associated development of roads and creation of the town of Roosevelt. By 1909, the gold rush was essentially over; that spring, a mudslide blocked Monument Creek creating present-day Roosevelt Lake and submerging the town of Roosevelt. During the Thunder Mountain gold rush, many prospectors passed through the area now known as the Stibnite-Yellow Pine District, discovering mercury, antimony, silver and gold. However, no work of any significance was completed until around 1917, when the World War I demand for mercury led to the development of several properties east of the main Project area, including the Hermes group of claims located by Pringle Smith in 1902, and the Fern group located by E. H. VanMeter in 1917 (Larsen and Livingston, 1920; Schrader and Ross, 1926).

 

Between the 1920s and late 1990s, numerous prospects were discovered and explored using soil sampling, rock sampling, trenching, drilling, geophysical methods and geology. Several of these prospects were developed into successful mining operations. Production records for these operations are discussed in Section 6.4. The history of exploration and development of the major deposits is discussed below and the major exploration activities by past operators and Midas Gold are summarized in Section 9.

 

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6.2.1 Hangar Flats Deposit

 

Gold and antimony mineralization were discovered in the Hangar Flats area around 1900. Albert Hennessy staked the first claims here in 1914. Initial prospecting and development attempts focused on outcropping gold-silver-antimony mineralization, principally in the Meadow Creek area. By the mid-1920s, Albert Hennessy and his partners, who included J.J. Oberbillig, had established the Meadow Creek Silver Mines Company (MCSM) and had carried out intermittent, but considerable underground development work on what became known as the Meadow Creek Mine. Homestake Mining Company (Homestake) optioned the property and conducted sampling and metallurgical investigations during this period, but decided not to complete a purchase of the property after initial metallurgical investigations indicated that they were unable to process the complex gold-antimony ores (Mitchell, 2000). In 1921, MCSM was superseded by United Mercury Mines and, by the mid-1920s, the Meadow Creek Mine area was consolidated under Bradley interests, and the mine was systematically explored and developed on six levels with numerous drifts, crosscuts, raises, winzes, and stopes. It subsequently produced gold, silver, and antimony from sulfide ores, which were milled on site from 1928 through 1938. Mine workings were systematically mapped and sampled, and modern style exploration core drilling (from both the surface and underground) was carried out to guide the mine development. About 25,426 ft of underground workings were developed in the Meadow Creek Mine, while substantial additional core drilling was completed during this period (for details of drilling during this time period reference section 10 of this Report). The Meadow Creek Mine produced gold, silver, and significant quantities of antimony between 1928 and 1937. Figure 6.1 shows the processing facility and tailings pond for the Meadow Creek Mine during this time period. Most of the historic underground maps, tunnel assays, drill logs, and drill assay results can be found in Midas Gold’s files or the Idaho Geological Survey archives.

 

In 1937, the Meadow Creek Mine was shut down and production shifted to development of the Yellow Pine deposit in 1938. Beginning in 1943, a mostly unsuccessful attempt was made to re-open portions of the old Meadow Creek Mine workings to explore for antimony and tungsten in support of the war effort. From 1943 to 1945 additional core drilling was completed in the mine, all post-operations. A small amount of tungsten mineralized material was reportedly mined during this period from two levels of the mine that were not caved or flooded (Cooper, 1951).

 

Figure 6.1:     Bradley Mining Company Processing Plant and Tailings Pond

 

 

 

Source: Photograph circa 1942, courtesy of Robin McRae

 

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From 1951 through 1954, the Defense Minerals Exploration Administration (DMEA) carried out an underground exploration program immediately to the north of the Meadow Creek Mine. The impetus for that work was provided by the Defense Production Act of 1950 (cf. 15 CFR §§700 to 700.93). It provided monetary assistance for companies to locate new reserves of strategic and critical minerals (Mitchell, 2000). If mineralized material was discovered, the companies that received assistance were required to reimburse the government from the proceeds of the operation. If no economic mineralization was discovered, the government loans were forgiven. Through the DMEA program, Bradley developed approximately 4,900 ft of underground workings on three levels (Mitchell, 2000) in the area immediately north of the Hangar Flats Deposit. Systematic mapping and sampling of the workings were carried out with the mining of bulk samples that were collected at roughly 5 to 10 ft intervals. Drilling from underground stations was also carried out. Detailed drill logs and systematic assaying were well documented.

 

In the late 1970s, Ranchers acquired interests in the district from Bradley and completed a large soil grid over the trace of the Meadow Creek Fault system, including the area adjacent to the old Meadow Creek Mine. Ranchers’ work outlined a number of large gold-in-soil anomalies over the old mine site, along the trace of the Meadow Creek Fault system, and north several kilometres to the Yellow Pine Deposit. Ranchers completed some trenching, but no drilling on the anomalies in this area; instead they focused their work on the Yellow Pine and Homestake deposits (Mitchell, 2000).

 

In the late 1980s, Hecla acquired Ranchers’ interests and conducted trenching and ground geophysical surveys, as well as drilling 27 shallow reverse circulation (RC) holes in the area of the historic Meadow Creek Mine. Their trenching and RC drilling outlined a broad, but ill-defined zone of gold mineralization above the old workings and along strike to the north, as well as under the old Meadow Creek mill and smelter complex along the base of the hill (where the old Meadow Creek adits were located). Subsequently, Hecla constructed a heap-leach pad over a portion of the main mineralized area due to the need to find a location to leach the oxide ores from the Homestake area of the Yellow Pine Deposit. No further work, other than reclamation of the heap by Hecla and the mill and smelter by government agencies, occurred until Midas Gold’s work was initiated in 2009.

 

6.2.2 Yellow Pine Deposit

 

The first claims were staked in the Yellow Pine Deposit by prospector Al Hennessy in 1923 who, with J. L. Niday, formed the Great Northern Mines Company. In 1929, the claims were optioned to F. W. Bradley’s Yellow Pine Mining Company which drove the Monday and Cinnabar tunnels on opposing sides of the valley. In 1933, these claims were sold to J.J. Oberbillig. By 1938, when the Meadow Creek Mine was shut down, exploration, development, and production shifted to the Yellow Pine Deposit (Mitchell, 2000). A substantial amount of drilling in this area was completed by numerous operators from the late 1930s through the 1990s.

 

Between 1933 and 1952, Bradley and the United States Bureau of Mines (USBM) completed systematic exploration and development drilling in the Yellow Pine and Homestake areas in several drilling campaigns. These drilling programs were spurred on by both the demand for antimony, after the U.S. Government declared antimony a strategic metal (The Strategic Minerals Act of 1939), and the discovery of significant tungsten by U.S. Geological Survey (USGS) geologist Donald E. White who was studying USBM drill core from the district in 1941. Subsequent exploration and development included both underground and open pit exploration and development drilling, mapping, sampling and mining. Figure 6.2 shows the Yellow Pine Open Pit in the early 1950s. During the World War II era, the Yellow Pine Mine was the major source of antimony and tungsten for the war effort and exploration during this period was focused on those commodities (Mitchell, 2000).

 

After operations shut down in 1952, little work was completed until the 1970s, when Ranchers and, later, its successor Hecla conducted extensive drilling campaigns on the deposit starting in the 1970s and continuing through the mid-1990s along with trenching, pit mapping, engineering, and environmental and metallurgical studies. Hecla completed a prefeasibility study of the project in 1987. Barrick optioned the property in the early 1990s in a joint venture with Hecla and completed additional drilling and metallurgical test work before dropping the option. Hecla relinquished its control of the property back to the Bradley estate interests after closure and reclamation of the oxide operations at the Homestake pit in the late 1990s (Mitchell, 2000). Vista completed an independent mineral resource estimate prepared in 2003 (Pincock, Allen and Holt, 2003) and a Preliminary Assessment by the same group in 2006 (Pincock, Allen and Holt, 2006) but conducted no work on site in support of these reports. No additional exploration or development work was completed until MGI acquired their interests by purchasing IGR in 2011.

 

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Figure 6.2:     Bradley Mining Company Open Pit Mine

 

 

 

Source: Photograph circa 1942, courtesy of Robin McRae

 

6.2.3 West End Deposit

 

Gold mineralization was first discovered along the West End Fault by Bradley interests in the late 1930s or early 1940s; during this time Bradley’s exploration focused on replacement of reserves at their Yellow Pine mining operation. Subsequent work sponsored by the USGS outlined a large biogeochemical and soil anomaly (Leonard, 1973) that led to systematic follow-up by Superior and its successors. A modern era of exploration and development stretched from the mid-1970s to the mid-1990s, prompted primarily by the rise in gold prices and the development heap-leach oxide gold recovery methods (Mitchell, 2000).

 

Superior conducted geological, geophysical, and geochemical investigations from 1974 to 1977 to evaluate the potential for heap-leach oxide gold in the West End and adjacent Stibnite deposit (now collectively known as West End). In 1979, Superior Oil Company, Superior’s parent company, purchased Superior’s outstanding shares and became sole owner of the West End Deposit. After completion of a favorable Environmental Impact Statement, five heap-leach pads were constructed, and a 2,000 - 3,000 st/d oxide mining operation began in 1982 (Figure 6.3). Open pit mining at the West End Mine and heap-leach processing was conducted by Superior until 1984 when ownership of the deposit once again changed hands when Mobil Oil purchased Superior Oil. The West End mine did not operate in 1985, however heap leach processing of previously mined material continued throughout 1985 (Mitchell, 2000).

 

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Figure 6.3:      Canadian Superior Mining (U.S.) Ltd. Heap Leach Processing Facility

 

 

 

Source: Photograph circa 1985, courtesy of the U.S. Forest Service

 

In 1986, Pioneer purchased the mine from Mobil with financing assistance from The Mining Finance Corporation and Twin Rivers Minerals who owned 25% of the West End Pit, and 18% of Pioneer’s stock (Mitchell, 2000). At this time, Pioneer became the operator of the West End mine and continued to explore and produce until 1991. From 1991, ownership of the West End open pit mine and processing facilities changed hands from Pioneer to Pegasus Gold Corporation (Pegasus), and then to MinVen (later changed to Dakota). During this time the mining and exploration activities in the area continued under MinVen’s (later Dakota’s) subsidiary company, SMI. SMI continued to conduct sporadic drilling and development of the West End pit, including a small area on the east side of the West End Deposit known as the Stibnite pit, and a small pit approximately 1.5 miles to the south east known as the Garnet Pit, into the mid- to late-1990s. Between 1982 and 1994 crushed oxide material from the West End pits was placed in the Upper Meadow Creek Valley after being leached, neutralized, and rinsed (Mitchell, 2000) in an area now commonly referred to as the Spent Ore Disposal Area (SODA). For estimated production records during this time period see Table 6.3.

 

6.3            Historical Mineral Resource and Reserve Estimates

 

Through the years after historic mining ceased in the 1950s, various companies have completed mineral resource estimates of all or portions of the Meadow Creek Mine (now called Hangar Flats), West End, and Yellow Pine/Homestake deposits using different gold prices, cut-off grades, estimation methods, and datasets. These include multiple estimates by Ranchers, Hecla, Santa Fe Pacific Gold Corporation, Newmont Mining Corporation, and Barrick. These estimates are available in Midas Gold files, but were completed prior to 1995 and were not prepared in accordance with the requirements of Sections 1.2 and 1.3 of NI 43-101. There are no historic Mineral Resource or Mineral Reserve estimates that compare with the Mineral Resource estimates of this Report. Historic data files contain various estimations of oxide and sulfide mineralized material consisting of individual mineralized lenses within the Hangar Flats, West End, and Yellow Pine deposit areas, but the mineral resource estimates and supporting backup data are incomplete or were for only small portions of larger deposits and are, therefore, not pertinent and are not reported here.

 

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In 2003, Vista contracted with Pincock, Allen and Holt (PAH) to complete an NI 43-101-compliant Mineral Resource estimate and Technical Report (Pincock, Allen, and Holt, 2003) on the Yellow Pine Deposit. This report was completed prior to any drilling by Vista or Midas Gold and has since been determined to be obsolete. The reader is referred to this report on the Canadian Securities Administrator’s (CSA) System for Electronic Document Analysis and Retrieval (SEDAR) for details of the PAH resource estimation procedures and results.

 

Midas Gold has completed several Mineral Resource estimates for the Project. These include a maiden Mineral Resource estimate for the Hangar Flats, West End and Yellow Pine deposits (SRK, 2011) followed by updated Mineral Resource estimates described in the PEA (SRK, 2012). The reader is referred to these reports by the issuer on SEDAR for details on procedures, assumptions, caveats and results from the previous Mineral Resource estimates. Information in this Report supersedes information reported in the PAH report, the SRK 2011 report and the PEA.

 

6.4 Historical Production

 

Historical production figures, because of limited surviving records, are estimates that have been pieced together from several sources. Victoria E. Mitchell of the Idaho Geological Survey (IGS) published a detailed report in 2000 titled “History of the Stibnite Mining Area, Valley County Idaho” and much of the history and production numbers used in this Report come from that document. Mitchell’s report however, does not detail all of the production from the three deposits for all of the years that their respective mines operated and, as a result, other sources were utilized to fill in the gaps. Sources include public filing reports from the US Securities and Exchange Commission (SEC), unpublished company production records, Idaho State Mine Inspection records, and USBM reports. Occasionally, these sources contained conflicting data, in which case the company’s production records were utilized. The production figures in many instances are only estimates and are not reported consistently for gold, silver, and antimony.

 

Table 6.1 summarizes production for the Project by area, while additional details are provided below.

 

Table 6.1:      Stibnite District Estimated Historical Production

 

Area  

Production

Years

 

Tons Mined

(st)

   

Recovered

Au (oz)

   

Recovered

Ag (oz)

   

Recovered

Sb (st)

   

Recovered

WO3 (units)(1)

 
Hangar Flats   1928 - 38     303,853       51,610       181,863       3,758       67  
Yellow Pine   1938 - 92     6,493,838       479,517       1,756,928       40,257       856,189  
West End   1978 - 97     8,156,942       454,475       149,760       -       -  
Totals         14,954,633       985,602       2,088,551       44,015       856,256  

 

Note:

1. A unit of WO3 (tungsten trioxide) is 1% of a short ton (20 pounds), and WO3 is 79.3% tungsten. A short ton unit of WO3, therefore, equals 20 pounds of WO3 and contains 15.86 pounds of tungsten.

 

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6.4.1 Hangar Flats Deposit

 

Gold, silver, antimony, and tungsten were produced from the Hangar Flats Deposit from 1928 to 1938. Based on available compiled records, the totals listed in Table 6.2 provide an approximation of the production from underground operations in the Meadow Creek Mine.

 

Table 6.2:     Hangar Flats Deposit Estimated Production Records

 

Company   Production     Tons Mined     Recovered     Recovered     Recovered     Recovered  
Name   Year     (st)     Au (oz)     Ag (oz)     Sb (st)     WO3 (units)1  
Bradley     1928-31       19,767       Unknown       Unknown       Unknown       -  
Bradley     1932       34,366       6,916       18,488       489       -  
Bradley     1933       45,710       10,412       29,817       588       -  
Bradley     1934       54,000       10,491       25,384       404       -  
Bradley     1935       50,965       8,373       25,217       550       -  
Bradley     1936       43,324       7,798       32,615       729       -  
Bradley     1937       39,521       5,514       36,572       755       -  
Bradley     1938       16,200       2,106       13,770       243       67  
TOTAL       303,853       51,610       181,863       3,758       67  

 

Notes:

1. A unit of WO3 (tungsten trioxide) is 1% of a short ton (20 pounds), and WO3 is 79.3% tungsten. A short ton unit of WO3, therefore, equals 20 pounds of WO3 and contains 15.86 pounds of tungsten.

 

6.4.2 Yellow Pine Deposit

 

Gold, silver and antimony were produced from the Yellow Pine Deposit starting in 1938, with the addition of tungsten in 1941 with continuous production from 1938 to 1952. Based on available compiled records, the totals listed in Table 6.3 provide an approximation of the production from underground and open pit operations during this time period. Additionally, from 1989 to 1992 gold was produced from open pit operations in the Homestake Mine, an oxide gold deposit which overlies the northeastern portion of the Yellow Pine Deposit.

 

Table 6.3:     Yellow Pine Deposit Estimated Production Records

 

Company   Production     Tons Mined     Recovered     Recovered     Recovered     Recovered  
Name   Year     (st)     Au (oz)     Ag (oz)     Sb (st)     WO3 (Units)2  
Bradley     1938       22,680       1,423       3,917       136       -  
Bradley     1939       56,074       5,810       14,844       228       -  
Bradley     1940       132,297       12,401       15,825       18       -  
Bradley     1941       95,156       10,355       18,981       380       27,921  
Bradley     1942       96,861       2,714       85,161       2,801       181,230  
Bradley     1943       178,747       4,529       109,307       2,734       303,502  
Bradley     1944       211,382       6,110       74,498       2,031       233,664  
Bradley     1945       109,796       6,505       87,815       2,895       85,572  
Bradley     1946       147,505       14,276       68,564       1,477       -  
Bradley     1947       584,483       44,393       324,582       6,699       -  
Bradley     1948       655,682       49,400       318,090       7,948       -  
Bradley     1949       610,988       68,423       127,403       2,104       -  
Bradley     1950       620,800       61,763       177,594       3,747       5,899  
Bradley     1951       546,163       39,242       226,274       4,575       11,220  
Bradley     19511       26,355       -       -       -       4,990  
Bradley     1952       310,201       24,747       104,073       2,484       2,191  
Hecla     1988       278,193       20,701       -       -       -  
Hecla     1989       910,475       29,436       -       -       -  
Hecla     1990       900,000       57,747       -       -       -  
Hecla     1991       Unknown       17,542       -       -       -  
Hecla     1992       Unknown       2,000       -       -       -  
TOTAL       6,493,838       479,517       1,756,928       40,257       856,189  

 

Notes:

1. Re-processing tailings.
2. A unit of WO3 (tungsten trioxide) is 1% of a short ton (20 pounds), and WO3 is 79.3% tungsten. A short ton unit of WO3, therefore, equals 20 pounds of WO3 and contains 15.86 pounds of tungsten.

 

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6.4.3 West End Deposit

 

Gold and silver were produced from the West End Deposit from 1982 to 1993. Based on public filings, published reports and unpublished company production records, the totals listed in Table 6.4 provide an approximation of the production from operations in the West End, Splay, Stibnite and Garnet pits, all of which, except Garnet, are located within the West End Deposit.

 

Table 6.4:     West End Deposit Estimated Production Records

 

Company   Production     Tons Mined     Recovered     Recovered     Recovered     Recovered  
Name   Year     (st)     Au (oz)     Ag (oz)     Sb (st)     WO3 (Units)  
Superior     1978       1,500       60       -       -       -  
Superior     1982       200,000       7,832       3,287       -       -  
Superior     1983       480,000       29,000       8,207       -       -  
Superior     1984       487,295       28,645       8,107       -       -  
Superior     1985       -       -       -       -       -  
Superior     1986       630,865       45,508       28,719       -       -  
Superior     1987       764,121       40,802       25,750       -       -  
Pioneer     1988       278,193       32,347       17,418       -       -  
Pioneer     1989       910,475       29,436       9,778       -       -  
Pioneer     1990       982,240       63,357       9,942       -       -  
Pioneer     1991       863,783       31,555       11,008       -       -  
Pioneer-Pegasus     1992       950,000       31,549       12,818       -       -  
MinVen-Dakota     1993       91,000       2,042       1,330       -       -  
SMI     1994       -       -       -       -       -  
SMI     1995       300,340       20,949       5,378       -       -  
SMI (In Garnet Creek Pit)     1995       300,130       59,190       -       -       -  
SMI     1996       927,000       32,203       8,019       -       -  
Total             8,166,942       454,475       149,760       -       -  

 

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SECTION 7 TABLE OF CONTENTS

 

SECTION   PAGE
     
7 geological setting and mineralization 7-1
         
  7.1 Regional Geology 7-1
         
  7.2 Local Geology 7-3
         
    7.2.1 Lithology 7-3
    7.2.2 Structure 7-22
    7.2.3 Alteration 7-24
    7.2.4 Mineralization 7-25
         
  7.3 Mineralized Zones 7-27
         
    7.3.1 Yellow Pine Deposit 7-27
    7.3.2 Hangar Flats Deposit 7-28
    7.3.3 West End Deposit 7-30

 

SECTION 7 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 7.1: Valley County, Idaho Regional Geologic Map 7-1
     
Figure 7.2: Local Geology of the Stibnite Mining District 7-4
     
Figure 7.3: Stibnite Roof Pendant Stratigraphy 7-14
     
Figure 7.4: Stibnite – Yellow Pine District Paragenesis 7-26
     
Figure 7.5: Yellow Pine Mineralized Zone 7-28
     
Figure 7.6: Hangar Flats Mineralized Zone 7-29
     
Figure 7.7: West End Mineralized Zone 7-30

 

SECTION 7 LIST OF PHOTOGRAPHS

 

PHOTOGRAPH DESCRIPTION PAGE
     
Photograph 7.1: Example of Quartz Monzonite in HQ Core 7-5
     
Photograph 7.2:  Example of Alaskite in HQ Core 7-6
     
Photograph 7.3: Example of Pegmatite in HQ Core 7-7
     
Photograph 7.4: Example of the Biotite Granite in HQ Core with Local Fe Oxide 7-8
     
Photograph 7.5: Example of the Granite in HQ Core 7-9
     
Photograph 7.6: Example of the Diorite in HQ Core 7-10
     
Photograph 7.7: Example of the Rhyolite in HQ Core 7-11
     
Photograph 7.8: Example of Latite in NQ Core 7-12

 

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Photograph 7.9: Example of Diabase in NQ Core 7-13
     
Photograph 7.10: Example of the Quartzite Schist in HQ Core 7-15
     
Photograph 7.11: Example of the Lower Calc-Silicate in HQ Core 7-16
     
Photograph 7.12: Example of the Fern Marble in HQ Core with local Fe Oxide 7-17
     
Photograph 7.13: Example of the Quartz-Pebble Conglomerate in HQ Core with Fe Oxide 7-18
     
Photograph 7.14: Example of the Lower Quartzite in HQ Core 7-19
     
Photograph 7.15:  Example of the Upper Calc-Silicate in HQ Core 7-20
     
Photograph 7.16: Example of the Middle Marble in HQ Core 7-21
     
Photograph 7.17: Example of the Hermes Marble in HQ Core 7-22

 

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7 geological setting and mineralization

 

7.1 Regional Geology

 

The Project area is located in the Salmon River Mountains, a high-relief mountainous physiographic province in central Idaho. Bedrock in the region can be subdivided into several groups based on age, lithology and stratigraphic relationships. In a broad sense, rock sequences in the region can be subdivided into rocks that are part of the pre-Cretaceous “basement,” the Cretaceous Idaho Batholith, Tertiary intrusions and volcanics, and younger unconsolidated sediments derived from erosion of the older sequences and glacial materials (Figure 7.1).

 

Figure 7.1:      Valley County, Idaho Regional Geologic Map

 

 

 

Source: Modified from Lewis, 2002

 

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The pre-Cretaceous basement rocks record the development and subsequent tectonic overprinting of the western Laurentian continental margin which formed during a protracted rifting event from Neoproterozoic through middle Paleozoic time. This rifting event was accompanied by deposition of rift and passive margin sediments along the western edge of ancestral North America. Poorly preserved remnants of the rift and subsequent passive margin sedimentary sequences are exposed in the region as discontinuous roof pendants in a broad northwesterly trending belt adjacent to or as inliers within the Idaho Batholith extending from southeast Idaho to at least as far north as northeast Washington and beyond (Lund, et al., 2003; Lewis, et al., 2012).

 

These rocks record a long and varied sedimentary record spanning Proterozoic through Paleozoic time and likely correlate with the Mesoproterozoic Belt Supergroup, the Neoproterozoic Windermere Supergroup and the Neoproterozoic to lower to middle Paleozoic passive margin miogeoclinal successions (Lund, et al., 2003; Lewis, et al., 2012). Subsequent metamorphism, structural complexity and preservation of only small erosional remnants of these sequences make an accurate measurement of original thicknesses, stratigraphic associations and original facies relationships difficult. However, recent regional mapping in conjunction with more definitive age determinations using high resolution detrital zircon dating methodologies suggests the youngest metasedimentary rocks within the Project area are correlative in part to rocks exposed in southeast Idaho in the Bayhorse region and in the northwestern Panhandle of Idaho and record the Neoproterozoic rifting event and development of a passive continental margin (Lewis, et al., 2014). This mapping and dating is being conducted by the Idaho Geologic Survey (IGS). Research is ongoing and findings will be published when necessary and appropriate by the researchers involved. Mapping and dating reported here are the results of this ongoing research.

 

Although difficult to document at the local scale, regional mapping indicates pre-Cretaceous basement rocks in the region underwent several periods of deformation, likely including the Cretaceous-Tertiary Sevier and Laramide orogenies. Each subsequent orogeny resulted in progressively eastward contraction of the miogeoclinal sequence and underlying, older rift-related units. The Salmon River Suture Zone, situated west of the Project area (Figure 7.1), marks the transition zone between Precambrian continental crust of North American affinity to the east and accreted Neoproterozoic to Paleozoic oceanic crust to the west, as defined by various petrologic and geochemical studies as well as isotope values and geophysical models (Piccoli and Hyndman, 1985; Kleinkopf, 1988; Lund and Snee, 1988; Strayer, et al., 1989).

 

After rifting and development of the passive margin, regional folding and faulting in the early Paleozoic was followed by extensive early Mesozoic folding, extensive west to east thrust faulting in the middle and late Mesozoic, and late Mesozoic normal faulting (Lund, et al., 2003). The Idaho Batholith intruded the sedimentary sequences in mid-to-late Cretaceous. The western margin of the Idaho Batholith is metamorphosed and foliated parallel to the Salmon River Suture Zone, which indicates that it was emplaced while the suture zone was still active (Manduca, et al., 1993). The eastern margin is overprinted by younger Tertiary caldera complexes (Fisher, et al., 1992). Intrusive activity and volcanism continued through the Tertiary during uplift as the batholith was unroofed. During the Eocene the Challis volcanics blanketed the region to the east. Eocene, and later Miocene, Basin and Range normal faulting reactivated pre-existing Cretaceous structures resulting in a series of normal fault-bounded basins. To the west of the Project area, evidence of widespread extensional deformation is concentrated in the Late Cretaceous Western Idaho Shear Zone, resulting in the development of the Long Valley basin near the towns of New Meadows, McCall, Donnelly and Cascade. The area affected by the Western Idaho Shear Zone displays two orientations of steep faults: one set of normal faults strikes north-south and is parallel to fabrics within the suture and the other sets strike east-west and northeast and accommodate components of both normal and strike-slip movement. Similar structural trends are evident in the area surrounding the Project. Approximately 10 miles to the west of the Project area, the mile-wide, 80 mile-long north-south trending Johnson Creek-Profile Gap Shear Zone is marked by dike swarms, heavy fracturing, multi-stage brecciation and pervasive alteration, and shows evidence of both Cretaceous and Tertiary intrusive and tectonic activity. The Meadow Creek Fault Zone (MCFZ), parallel to the Johnson Creek Profile Gap structure, is situated along the west side of the Thunder Mountain Caldera and can be traced for over 10 miles in a north-south direction and has similar characteristics to the Johnson Creek Profile Gap structure.

 

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Regionally, the Atlanta Lobe of the Idaho Batholith shows a progression from early mantle-derived metaluminous magmatism from 98 mega-annum (Ma [or million years]) to 87 Ma, followed by more voluminous crustal-contaminated peraluminous magmatism from 83 Ma to 67 Ma, which is attributed to crustal thickening, resulting from either subduction processes or terrane collision (Gaschnig, Vervoot, Lewis, and Tikoff, 2011; Lund, 1999).

 

Eocene intrusions related to the Challis Volcanic Field are common near the eastern margin of the Atlanta Lobe of the Batholith and include dikes, dike swarms, and stocks (Bennett and Knowles, 1985). The intrusions generally are porphyritic in texture and intermediate to felsic in composition. These younger Challis intrusions and associated volcanics, range in age from 51 Ma to 39 Ma, and were derived from both crustal and mantle sources. The Thunder Mountain Caldera Complex of the Challis Volcanic Field lies immediately east of the Project area and is described by Leonard and Marvin (1982) and Ekren (1985). It consists of predominantly felsic volcanic, pyroclastic, and epiclastic rocks that were erupted and deposited in subaerial and lacustrine environments.

 

Pleistocene-age valley glaciers created U-shaped valleys with over-steepened, talus-covered sides, and hanging valley tributaries with cirques and tarns in their upper reaches. U-shaped valleys also have lateral, terminal, and recessional moraines, remnants of moraine-dammed lakes, and glacial outwash deposits at their lower ends. Broadly glaciated areas have rounded hills with glacially scraped and scoured up-glacier slopes and ground-moraine covered down-glacier slopes. Modern Holocene-age stream drainage patterns indicate high rates of erosion and have deposited coarse-grained sedimentary fluvial deposits in floodplains often composed of a mixture of angular clasts from adjacent bedrock sources combined with more rounded reworked glacial deposits.

 

7.2 Local Geology

 

7.2.1 Lithology

 

The Yellow Pine Deposit is hosted by intrusive phases associated with the Atlanta Lobe of the Idaho Batholith and by down-dropped blocks of metasedimentary rocks. The Hangar Flats Deposit is hosted by intrusive phases associated with the Atlanta Lobe of the Idaho Batholith. Other post-mineralization intrusive igneous rocks associated with the Challis Volcanics also occur within the Yellow Pine and Hangar Flats Deposits. The West End Deposit is hosted by metasedimentary rocks of the Stibnite roof pendant located within the Atlanta Lobe of the Idaho Batholith. Figure 7.2 illustrates the various lithologic units located within the Stibnite-Yellow Pine District (the District).

 

Numerous workers have described the stratigraphy and lithologic characteristics of the intrusive, metasedimentary, volcanic and unconsolidated rocks exposed in the Project area including: Larsen and Livingston (1920); Schrader and Ross (1926); Currier (1935); White (1940); Cooper (1951); and Smitherman (1985). The descriptions that follow are derived from these sources as well as from unpublished petrographic studies by past operators and Midas Gold.

 

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Figure 7.2:      Local Geology of the Stibnite Mining District

 

 

 

Quartz Monzonite

 

The dominant type of intrusive rock exposed in the District and intersected in drilling consists of Cretaceous, light to medium gray, equigranular, medium- to coarse-grained, granodiorite and quartz monzonite with distinctly peraluminous bulk rock geochemical compositional characteristics (Photograph 7.1). When unweathered and unaltered the quartz monzonite typically consists of approximately 25 - 30% quartz, 50 - 60% feldspar (mostly calcic oligoclase and the remainder microcline and orthoclase) and 5 - 10% biotite. Hornblende and other mafic minerals are rare. Accessory minerals include muscovite, chlorite, apatite, sphene and various carbonates and clay minerals. The unaltered quartz monzonite weathers to a white to light gray colored, chalky textured grus with rusty orange discoloration due to weathering and oxidation of biotite. Locally the biotites may show a weak alignment and the rock may be coarsely porphyritic with large feldspar phenocrysts. Zircon rims from an unaltered sample of biotite quartz monzonite from the Hangar Flats Deposit (drill hole MGI-10-21, 171-174 ft) were dated by U-Pb methods with LA-ICPMS to have an age of 91.2 Ma ± 2.2 Ma as reported by the IGS (Lewis, et al., 2014).

 

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Photograph 7.1:     Example of Quartz Monzonite in HQ Core

 

 

 

Alaskite

 

Alaskites occur as dikes, sills and segregations and range in width from less than 1 inch to over 30 ft. The alaskites are relatively siliceous, are typically fine-grained, sucrosic textured, and can be distinguished from the quartz monzonite by the lack of biotite or other mafic minerals (Photograph 7.2). The alaskite dikes can be coarsely crystalline to pegmatitic locally. Some alaskite dikes are unaltered and clearly crosscut altered quartz monzonite, and others are altered and cut unaltered quartz monzonite suggesting there may be several different ages of intrusions with similar mineralogy. The dikes may contain minor fine-grained disseminated euhedral magnetite and occasionally medium-grained euhedral arsenopyrite and often garnet. The alaskites typically occur as narrow 8- to 20-inch wide dikes in swarms that may range in overall width from a few feet to tens of feet across. Zircon rims from an altered and mineralized sample of alaskite from Hangar Flats Deposit drill core (MGI-10-20, 240 - 243 ft) were dated by the IGS and produced a U-Pb age of 87.9 Ma ± 4.9 Ma (Lewis, et al., 2014). Zircon tips from another drill core sample from the Yellow Pine Deposit (MGI-12-306 at 550 ft) were analyzed by ID-TIMS and produced a U-Pb age of 83.6 Ma ± 0.1 Ma (Gillerman, et al., 2014).

 

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Hydrothermal alteration and the character of sulfide mineralization is the same as that described for the quartz monzonite. Sulfide mineralization occurs as veinlets, veins, stockworks, fissure filling, fault breccias, and massive sulfide veins or lenses. The biotite and magnetite are replaced by sulfides and/or pyrite as disseminations. Xenoliths of both unaltered and altered quartz monzonite have been observed within the alaskite dikes.

 

Photograph 7.2:     Example of Alaskite in HQ Core

 

 

 

Pegmatite

 

Pegmatite dikes are coarsely crystalline consisting of large euhedral grains of interlocking potassium feldspar and quartz (Photograph 7.3). The pegmatite dikes range in width from 2 inches to more than 10 ft. Early pegmatite dikes cut through the quartz monzonite, but alaskite dikes have also been observed cutting through the early pegmatite dikes. Later pegmatite dikes cut through alaskite dikes.

 

Sulfide mineralization locally occurs as veinlets and up to several inches wide massive sulfide veins cutting through the pegmatite dikes.

 

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Photograph 7.3:      Example of Pegmatite in HQ Core

 

 

 

Biotite Granite

 

Biotite granite is exposed in several areas in the District and a large northeast-trending body is exposed and cut in drill holes between the West End Deposit and the Stibnite Pit, and has been informally named the Stibnite Stock. The biotite granite is typically fine- to medium-grained, equigranular with large black to dark brown biotite, and contains traces of hornblende, zircon and apatite as accessories (Photograph 7.4). Muscovite is present but in smaller quantities than biotite. The biotite granite crosscuts both the quartz monzonite and the metasedimentary sequence. Recent preliminary U-Pb LA-ICPMS isotopic dating by the IGS on zircons from outcrops of the Stibnite Stock in the Stibnite Pit produced an age of 84.9 Ma ± 2.0 Ma; a more precise age was recently reported from drill core from the Stibnite Stock in hole MGI-10-37 at 50ft., producing a concordant age of 85.7 ± 0.1 Ma with ID-TIMS methods (Gillerman, et al., 2014). Clasts of the biotite granite occur in mineralized breccias in the West End Deposit suggesting mineralization at least locally post-dates the stock and is consistent with recently reported 40Ar/39Ar isotopic dating of potassium feldspar selvages on quartz veins cutting the Stibnite Stock; the feldspar was dated at 50 Ma ± 0.4 Ma (Gillerman, et al., 2014).

 

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Photograph 7.4:      Example of the Biotite Granite in HQ Core with Local Fe Oxide

 

 

 

Granite

 

The granite is phaneritic, fine- to medium-grained, equigranular and typically light gray to white (Photograph 7.5). Principal components include feldspar, quartz, and fine-grained mica with accessories of magnetite, hematite, garnet, and sulfides (pyrite, arsenopyrite, and stibnite). Contacts with quartz monzonite are often gradational, which distinguishes the phyllosilicate-poor granites from the alaskites. No reliable isotopic dates have yet been determined for the granites. A large body of granite is exposed in the southwestern portion of the former Yellow Pine open pit and underlies the western portions of the Yellow Pine Deposit at depth. It likely represents a stock-like body based on three-dimensional interpretations of drill.

 

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Photograph 7.5:      Example of the Granite in HQ Core

 

 

 

Diorite

 

Diorite has been cut in several drill holes in the district at Yellow Pine, Hangar Flats, and near Scout and is exposed in the area around the Rabbit prospect. The diorites are fine- to medium-grained, and are often weakly magnetic due to the presence of magnetite and/or pyrrhotite (Photograph 7.6). Diorite clasts are observed as inclusions within quartz monzonite and occasionally crosscutting the quartz monzonite as well as the metasediments suggesting at least several different ages for the intrusions with dioritic composition. Primary mineralogy is plagioclase with equal parts amphibole and biotite (approximately 20% each) and very rarely quartz. Much of the amphibole may be an alteration product of pyroxene. Calcite or dolomite as well as magnetite occur as accessories. Trace amounts of sphene have also been observed within this lithology, likely as an alteration product. No isotopic dates have yet been determined for the diorites.

 

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Photograph 7.6:      Example of the Diorite in HQ Core

 

 

 

Rhyolite

 

Several rhyolite dikes are found within the district and are associated with the MCFZ. In the eastern side of the district they occur adjacent to the margin of the Thunder Mountain caldera. The rhyolites are aphyric to porphyritic, and are light to dark gray to beige in color when fresh, and weather to a distinctive green-brown mottled color due to weathering of magnetite and or sulfides forming iron-oxide stains (Photograph 7.7). The rhyolite contains sparse sub-inch sized, often resorbed quartz and feldspar phenocrysts within an aphanitic, often partially devitrified groundmass. Rhyolite dikes are up to 40 ft wide and are often sheared or strongly broken when they are located within fault zones. Xenoliths of mineralized quartz monzonite within the rhyolite have been observed in drill core and rhyolites likely were emplaced after the main pulses of mineralization. Both pyrite and stibnite have been observed in the rhyolites in small vugs and cavities suggesting remobilization of metals during emplacement. Based on similarities to dated rhyolites elsewhere in the area, these rhyolites are considered Tertiary in age.

 

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Photograph 7.7:      Example of the Rhyolite in HQ Core

 

 

 

Latite and Trachyte Porphyries

 

Porphyritic dikes of variable composition, but typically latite and trachyte, are common in faults throughout the district and occur as small plugs and sills in the eastern part of the Project area. The Pistol Creek Dike Swarm, located just southeast of the District and the Smith Creek Dike Swarm in Big Creek are both large regional-scale dike swarms of similar texture, mineralogy and composition and likely are of similar age. The dikes are light greenish gray in color when fresh and weather to an olive green to orange-gray color and often make a sticky, clay-rich soil likely due to alteration of devitrified glasses (Photograph 7.8). Phenocrysts of sanidine, andesine, biotite, and rare quartz are set in a groundmass of fine-grained feldspar ± fine-grained biotite. These dikes cross-cut the quartz monzonite and the granites and have been observed cutting the rhyolite dikes. A latite dike in drill hole MGI-13-383 sampled by the IGS at 285 ft from within the Yellow Pine Deposit produced an 40Ar/39Ar age of 45.9 ± 0.3 Ma (Gillerman, et al., 2014). This dike is well exposed in the Yellow Pine Deposit and, although moderately altered, appears to be later than the main pulses of mineralization at Yellow Pine. Fragments of a similar lithology occur as clasts in mineralized breccias within the West End Deposit.

 

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Photograph 7.8:      Example of Latite in NQ Core

 

 

 

Diabase

 

Diabase dikes, up to 50 ft wide, often occur within or adjacent to fault zones within the district. Historic literature occasionally noted these as lamprophyres. Based on crosscutting relationships, the dikes are likely Eocene or younger. They typically are brecciated and heavily fractured when they occur within structures. They are typically aphanitic to very finely porphyritic in texture, medium to dark green in color when fresh, containing small partially resorbed grains of pyroxene and hornblende, with phenocrysts making up less than 5% of the rock unit within an aphanitic groundmass primarily of plagioclase feldspar (Photograph 7.9). Magnetite is a common accessory and is generally magnetic. Locally, they contain circular to ovoid, calcite-filled amygdules similar in appearance to outcropping Eocene basalt flows associated with the latest stages of Eocene volcanism within the adjacent Thunder Mountain Caldera and to the west in younger Miocene basalt flows in Long Valley. Rarely, xenoliths of rhyolite dike material have been found as fragments within the diabase dikes, indicating that diabase dikes are the youngest rock unit and were emplaced after the main phases of mineralization. However stibnite has been observed in the diabases in small vugs and cavities along late fractures suggesting remobilization of metals during emplacement.

 

 

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Photograph 7.9:      Example of Diabase in NQ Core

 

 

 

Metasedimentary Rocks

 

Early workers believed that the rocks of the roof pendant were Proterozoic in age, partly because of their proximity to the Belt sedimentary basin, however, recent work has determined they at least some of the rocks are likely Paleozoic in age. Based on coral and bryozoan fossils, researchers in the early 1980s used biostratigraphy to place the Stibnite metasedimentary package in the Ordovician Period (Lewis and Lewis, 1982). Additional bryozoan fossils were discovered in 2012 by the IGS from the Hermes Marble near Sugar Creek. Detrital zircons recovered by the IGS from within the suite show ages in the Mezo- and Neo-Proterozoic (Lewis, et al., 2014).

 

Early rudimentary stratigraphy was presented by Currier (1935), but Smitherman (1985) constructed a more detailed and comprehensive stratigraphic column of the Stibnite roof pendant (Figure 7.3). The metasedimentary rock units are divided into ten informal units. They are, in ascending stratigraphic order: Quartzite-schist, Lower Calc-silicate, Fern Marble, Quartz Pebble Conglomerate, Lower Quartzite, Upper Calc-silicate, Middle Marble, Middle Quartzite, Hermes Marble, and Upper Quartzite. The following descriptions are based mainly on Smitherman’s work (1985) and include additional information from various unpublished studies completed by previous operators and by Midas Gold.

 

 

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Figure 7.3:      Stibnite Roof Pendant Stratigraphy

 

 

 

 

Source: modified from Smitherman, 1985

 

Quartzite-Schist

 

This unit is up to 460 ft thick and is apparently the oldest unit exposed in the immediate Project area. Exposures are confined to two northwest trending belts: one along the northeast roof pendant border and one extending through the center of the roof pendant. The lower contact of the northeast belt is with the Idaho Batholith and a major fault forms the lower contact of the central belt. Schistosity is moderately developed with 4-inch- to 4-foot-thick interbeds of quartzite and schist forming distinct compositional banding likely reflecting original lithologic bedding (Photograph 7.10). Intermediate lithologies between quartzite and schist are common and the unit is subdivided into quartz-mica schist, garnet-bearing quartz-biotite schist, and micaceous quartzite. The aluminous quartz-mica schist consists of quartz-muscovite-biotite ± andalusite + sillimanite + chlorite. The quartz biotite schist is 80% fine-grained quartz, 10% biotite grains (in biotite rich layers) which define a foliation, and 2% to 3% almandine garnet porphyroblasts. The micaceous quartzite contains over 90% quartz and 5% to 10% muscovite, which has developed a weak schistosity. Traces of biotite, sphene, zircon, tourmaline, and opaque minerals occur as accessories. Based on regional mapping in the Big Creek area and northeast of the District by the IGS, this unit is interpreted to be Neoproterozoic in age (Lewis, et al., 2014).

 

 

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Photograph 7.10:      Example of the Quartzite Schist in HQ Core

 

 

 

Lower Calc-Silicate

 

This unit is 165 ft to 900 ft thick, consisting of thin-bedded siltites and calc-silicate bearing rocks. The contact between the quartzite-schist and the calc-silicate sequence appears to be gradational. Minor folds are common and probably account for much of the variation in thickness. The unit contains grey quartz-feldspathic layers with alternating green calc-silicate beds in the lower portion and light grey calcitic marble with green calc-silicate interlayers in the upper portion (Photograph 7.11). The dark layers are composed of fine oligoclase, microcline, and quartz. Xenoblastic epidote constitutes 20% to 90% of the calc-silicate layers, with minor hornblende, actinolite, and scapolite. The calcareous calc-silicate rock contains interlayers of calcite marble and calc-silicate rocks. Calc-silicate minerals include xenoblastic diopside, pale green tremolite and actinolite, and minor scapolite. Epidote occurs as very fine grains between the calcite and quartz rich layers and as coarse grains with tremolite and actinolite intergrown with pyrite. Accessory minerals include phlogopite, rare sphene, and allanite. Locally the rocks have been altered to a coarse-grained skarn assemblage of garnet-epidote-diopside, calcite, pyrite, and iron oxide.

 

 

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Photograph 7.11:      Example of the Lower Calc-Silicate in HQ Core

 

 

 

Fern Marble

 

The Fern marble overlies the lower calc-silicate and reaches a maximum thickness of about 500 ft. Fresh marble is light gray to blue gray and weathers to a light yellow to white leaving sucrosic-textured outcrops and poorly developed sandy soils (Photograph 7.12). The marble consists of coarse dolomite grains, rare quartz grains, and traces of brown amorphous material that may reflect the former presence of carbon residues. Green gray calc-silicate marble is locally common within 500 ft of the batholith contact. One specimen from the West End Pit is composed of 60% green diopside, 40% colorless to green tremolite/ actinolite, and rare phlogopite, forsterite, and dolomite or calcite.

 

 

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Photograph 7.12:      Example of the Fern Marble in HQ Core with local Fe Oxide

 

 

 

Quartz-Pebble Conglomerate

 

The quartz-pebble conglomerate is a coarse-grained, pebbly quartzite unit, which contains lenses of pebble conglomerates and bodies of quartz-mica schist (Photograph 7.13). The contact with the Fern marble is well exposed and likely represents an unconformity. The quartz pebbles are coarse, irregular to polygonal grains with flattened quartz grains and muscovite as the matrix. Small schist lenses occur locally and consist of quartz-muscovite, biotite, sillimanite, and andalusite. The unit is thickest and best exposed in the area near the Fern Mine and thins and appears to pinch out towards the West End Deposit. The unit clearly crosscuts the Fern marble along an unconformity surface well exposed in the Fern Mine area on the east side of the District. Detrital zircon dated using Laser Ablation Inductively Coupled Plasma Mass Spectrometry (LA-ICP-MS) methods and regional relationships suggest this unit is likely Neoproterozoic in age and possibly correlative in age to the Neoproterozoic Caddy Canyon quartzite exposed near Pocatello in southeast Idaho (Lewis, et al., 2014).

 

 

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Photograph 7.13:      Example of the Quartz-Pebble Conglomerate in HQ Core with Fe Oxide

 

 

 

Lower Quartzite

 

The quartz-pebble conglomerate unit grades upward into a muscovite-bearing quartzite that is 295 ft to 560 ft thick. The quartzite is typically light gray and commonly shows dark gray streaks, which appear to be relict bedding (Photograph 7.14). Outcrops are large and bold, occurring along ridges and on slopes. The rock weathers into large blocks and vast talus fields. Thin sections show that the quartzite is 95% fine to very coarse-grained quartz. Muscovite grains make up to 5% to 10%, quartz is up to 85%, and andalusite may be 2%.

 

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Photograph 7.14:      Example of the Lower Quartzite in HQ Core

 

 

 

Upper Calc-Silicate

 

The upper calc-silicate consists of biotite, plagioclase, calc-silicate rock (Photograph 7.15). The unit thickness varies from about 100 ft to about 375 ft, likely due to zones of isoclinal folding. The internal stratigraphy of the unit includes four sub-units.

 

The lower plagioclase calc-silicate rock is dense, laminated, dark gray, and weathers to gray or red-brown. Thin sections show 70% plagioclase, 10% diopside, 10% tremolite/actinolite, and 5% fine-grained biotite. The middle plagioclase-biotite rock is similar to the lower unit with the addition of plagioclase-biotite layers. The upper unit is a massive calcareous, plagioclase calc-silicate rock with 35% labradorite, 30% scapolite, 30% diopside, and minor calcite. The uppermost unit is a laminated calc-silicate and calcitic marble rock. This unit varies up to 195 ft in thickness on the northern limb of the syncline. The calc-silicate layers form thin (0.4 inch) ribs above the easily weathered marble layers. Minor interbedding folds are common. The calc-silicate layers are about 50% scapolite and 50% fine diopside grains. The marble layers are approximately 0.6 inch thick and contain over 95% calcite with minor scapolite and diopside.

 

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Photograph 7.15:      Example of the Upper Calc-Silicate in HQ Core

 

 

 

Middle Marble

 

The upper calc-silicate unit grades upward into a calcitic marble unit that is 260 ft to 490 ft thick. The unit is dominantly a massive, blocky, thick bedded blue-gray finely crystalline limestone interbedded with thinner light gray thin-bedded (1 inch) laminated marble (Photograph 7.16). The rock is 80% to 99% calcite with minor biotite, diopside, and graphite.

 

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Photograph 7.16:      Example of the Middle Marble in HQ Core

 

 

Middle Quartzite

 

A 30 ft- to 250 ft-thick quartzite unit lies above the Middle Marble. It is a light gray, fine- to coarse-grained, vitreous quartzite. Accessory minerals are K-feldspar, sericite, graphite, leucoxene, zircon, and iron oxide. The rock is locally very porous due to hydrothermal leaching, and sparse alunite grains probably formed during hydrothermal activity. Carbonate cement is locally present, as well as rare biotite schist bodies near the lower contact. Stratigraphic relationships are important for identifying this unit, as the texture can often be similar to the Lower Quartzite, which can be seen in Photograph 7.14.

 

Hermes Marble

 

The Middle Quartzite is overlain by 195 ft to 295 ft of dolomite marble. The lower 195 ft consist of a light gray massive dolomite marble (Photograph 7.17). This contains 80% dolomite and 20% altered tremolite porphyroblasts. Alteration of the tremolite is probably hydrothermal and resulted in clay replacing 90% of the tremolite. Minor pyrite and iron oxide are locally present. The upper portion is a gray, laminated marble that has essentially the same mineralogy, but is generally unaltered. Throughout its outcrop area and in underground workings and drill holes within the Cinnabar Mine complex east of the District, the Hermes is often silicified and converted to maroon to grey-red jasperoids.

 

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Photograph 7.17:     Example of the Hermes Marble in HQ Core

 

 

Upper Quartzite

 

Overlying the Hermes Marble is a quartzite unit with minor siltite. Thickness varies from 1400 ft to 2200 ft. The unit forms large, bold outcrops of cliffs and ridges. In thin section the quartzite is nearly pure quartz with less than 3% muscovite. Locally, black quartzite contains intergranular graphite. Accessory minerals include zircon, magnetite, sericite, and secondary iron oxide, after pyrite. Laminated gray siltite occurs in the upper portion of the unit. The siltite is composed of 70% to 90% fine quartz grains, with the remaining 10% to 30% biotite and minor muscovite. Stratigraphic relationships are important for identifying this unit, as the texture can often be similar to the Lower Quartzite, which can be seen in Photograph 7.14. Preliminary detrital zircon dating as reported by the IGS suggests the unit is likely an age equivalent with the Ordovician Kinnikinic Quartzite of the Bayhorse area along strike to the southeast in southeast Idaho (Lewis, et al., 2014).

 

7.2.2            Structure

 

Regional- and district-scale structural trends are broadly parallel to the trace of the relict rifted western edge of the continent, suggesting it was a fundamental control on the geometry of the miogeocline, subsequent contractional orogenic events and development of the suture zone. Lund, et al. (2003) suggested that the rifted margin contained two segments, interpreting the variability between pendant stratigraphy as reflecting the effects of northwest-striking asymmetric extensional segments divided by northeast-striking transform and transfer segments. These earlier large scale crustal features controlled the provenance and spatial distribution of sedimentary lithologies and also likely played a role in where subsequent intrusive and volcanic activity developed with pre-existing zones of weakness providing conduits for ascending magmas and circulation of hydrothermal fluids (Georgis, Tikoff, Kelso and Markley, 2004).

 

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Several major regional scale structural features cut through the Project area along with smaller subsidiary structures. Historic surface and underground mining records, field mapping, data from oriented drill core and geophysical surveys indicate three dominant trends within the district that are similar to those found in more well studied areas to the west in the Long Valley area. Structural elements show a wide variety of characteristics including thrust, low angle normal, high angle reverse and normal, and strike slip movement.

  

Large, north-south striking, steeply dipping to vertical structures occur in the central and eastern portions of the property and include: the MCFZ; the Scout Valley Fault Zone (SVFZ); and the Mule Fault Zone (MFZ). These features exhibit pronounced gouge and multiple stages of brecciation, suggesting multiple periods of movement. They are poorly exposed and are recessive weathering and often are found under or along the flanks of glacially carved valleys. Interpretation of kinematic indicators in underground and surface exposures and oriented drill core suggest these faults had early high angle reverse movement followed by right lateral displacement, but due to structural complexity variations in sense and amount of relative displacement are common. These north-south faults are often associated with east-west and northeast-southwest trending splays and dilatant structures and locally appear to truncate the northeast-trending features, but due to lack of exposure the relationships are unclear.

 

Large, northwest-southeast trending geophysical features occur cutting through and within the metasedimentary rocks of the roof pendant and continue to the northwest across batholith rocks and across through the younger caldera sequence to the southeast suggesting these features have at least some movement after development of the north-south and northeast elements. A distinct “break” in rather continuous mineralization in the main Yellow Pine deposit area and the Homestake area may be related to one of these northwest structural features.

 

The MCFZ is the dominant structure associated with the Hangar Flats Deposit. A jog in the fault occurs adjacent to the main deposit and kinematic indicators (from historic operators with access to the underground workings and from Midas Gold geotechnical drilling and oriented core studies) show an early reverse sense of movement followed by right lateral strike slip displacement. This jog likely created a dilatant zone allowing hydrothermal fluids to pervasively alter and mineralize the area near the bend. A pronounced and pervasive set of northeast to east-northeast striking, shallow northwest dipping joints and an alaskite dike swarm occurring adjacent to the MCFZ are likely reflecting the presence of dilatant splays generated during movement along the MCFZ.

 

Mineralization in the Yellow Pine Deposit is also structurally controlled and localized by the MCFZ, a generally north to northeast striking, steeply west-northwest dipping, complex fault zone; and north striking gently west dipping conjugate splay or cross structures associated with the MCFZ. The main body of mineralization in the Yellow Pine pit area is associated with a dilatant bend in the MCFZ, where its strike changes from a linear north-south trend to a more north-easterly trend. Early reverse movement and later right lateral strike slip movement along this fault created a large area of fracturing and open space allowing hydrothermal fluids to pervasively alter and mineralize the rocks within the area of the bend. Historic operators mapped several large faults here and they are discussed in the mineral resources section of this Report.

 

The West End Fault Zone (WEFZ) is the predominant structure associated with the West End Deposit. The main fault zone consists of three high angle faults, all striking along an azimuth of approximately 030° and dipping 50° to 75° to the southeast. The width of the fault zone as measured between the footwall and the hanging wall faults varies from 100 ft to 295 ft. Several subsidiary structures exist on the northern and southern ends of the deposit both west and east of the primary WEFZ, but are poorly defined at present and are not well exposed. Several east-northeast striking structures appear to splay off the primary structural zone and include the Splay Fault, Stibnite Fault, and Northeast Extension Fault structures. The subsidiary structures have strikes ranging from azimuth 060° to 090° and dip steeply north and south. Based on the relative offsets of the metasediments, and kinematic indicators, the WEFZ has experienced right lateral and probably normal (down to east) offset.

 

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7.2.3            Alteration

 

Intrusive Rocks

 

Mineralization in intrusive rocks from the Yellow Pine and Hangar Flats deposit were described by White (1940) and Lewis (1984). Lewis subdivided alteration of granitic rocks as an early sodium metasomatism followed by potassium metasomatism and this was subsequently followed by multistage potassium alteration, which he described as hydrothermal in origin. Lewis’s work outlined four phases of hydrothermal potassium alteration following the metasomatism. Alteration is not typically texture destructive at hand specimen scale and many of the primary textural relations of the typical quartz monzonite host rock still appear to be evident. However, microscopic examination indicates this early alteration is highly pervasive.

 

The earliest gold bearing alteration phase is typified by hydrothermal replacement of plagioclase and microcline by adularia, quartz flooding, and alteration of biotite to sericite. The adularia replacement of plagioclase is pervasive and is associated with distinct geochemical changes, including increased potassium content associated with sodium depletion, and often calcium and magnesium depletion as well, presumably due to the destruction of sodium-bearing feldspar phases and replacement with potassium-rich feldspars and replacement of biotite with sericite. This phase is associated with the introduction of very fine-grained, disseminated, euhedral hydrothermal pyrite. Arsenopyrite, pyrrhotite, or other sulfides are rare. This early pyrite is disseminated throughout the matrix of the quartz monzonite, but is concentrated in biotite and to a lesser extent in the feldspar phases.

 

The second gold bearing alteration phase also includes adularia replacing plagioclase and microcline, addition of quartz, and sericitization of biotite, but also includes introduction of pyrite, arsenopyrite, and minor pyrrhotite. By far, pyrite is the dominant sulfide phase, making up over 90% of the sulfides, and the sulfides exhibit distinctive microcrystalline textures. The sulfides occur as elongated "blebs" of sulfides in the sericite which replaces the biotite. These sulfide “blebs” may be randomly oriented or more typically are oriented parallel to the original cleavage in the micas. The arsenopyrite is typically represented by euhedral grains surrounded by pyrite. In small irregularly shaped patches, minor amounts of pyrrhotite may occasionally be present. Characterization studies performed during metallurgical work indicate the earlier sulfides are likely higher temperature, have more arsenic and more gold and that later sulfides often have developed at the expense of the earlier sulfides and document various morphological changes over time (Martin and Palko, 2011a; Martin and Palko, 2011b; Palko, 2012). Carbonates (dolomite and calcite) were introduced and usually occur as partial replacements of adularia or plagioclase or in the sericitized groundmass.

 

The third phase of potassium alteration represents a period when sulfides were not precipitated in significant quantities and the majority of the alteration occurs as the coarse-grained sericite replacement of adularia.

 

The fourth alteration event is distinguished by open space filling and is represented by dolomite, calcite, quartz, and sericite precipitating in small cavities and along fractures and as fissure-filling veinlets with pyrite and arsenopyrite. Coarse-grained stibnite veins are commonly associated with this stage.

 

Metasedimentary Rocks

 

Secondary silica, as veins and disseminations, is the most pervasive alteration of the mineralized material. Silica has replaced and permeated the rock within and near the major fault zones; in places silica is over 90% of the rock mass. Quartz occurs in stockwork veins and veinlets, as disseminations, in coliform bands, and with reticulate textures. Vugs formed by leaching of feldspar grains or formed in extensional fractures are either partially filled with euhedral quartz + scheelite + gold and commonly with manganese and iron oxides, or they are completely filled with secondary quartz, forming a quartz-eye pattern in the rock (Cookro, 1989). As noted earlier, higher temperature quartz veins are cut by veins with distinctive lower temperature assemblages and fluid inclusions (Cookro, et al., 1987).

 

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Plagioclase is commonly sericitized, although not necessarily in the mineralized zones. Feldspar grains are commonly argillized in the fault zones. Clay minerals that formed from the alteration of feldspar grains are commonly leached out, and the resulting void is filled with euhedral clear quartz. Altered silicates were an important source of secondary silica.

 

Calcite, dolomite and locally ankerite and siderite, occur as discrete grains and as coarsely crystalline carbonate in veins and cementing breccia fragments. Carbonates are sometimes dark in color and contain manganese and iron oxides and abundant opaque minerals, which include fine grains of sulfides (Cookro, et al., 1987) indicating they are likely hydrothermal in origin.

 

In the West End Deposit, gold concentrations occur within fractured, metasedimentary rocks. Although calc-silicates are the most favorable host rocks, all lithologies host mineralization. Within the oxidized zone, gold is tied up in iron oxides and hydroxide oxidation products of primary sulfides. Silica and potassium feldspar flooding and veining are manifestations of alteration associated with gold mineralization.

 

7.2.4            Mineralization

 

Intrusive hosted precious metals mineralization typically occurs in structurally prepared zones in association with very fine-grained disseminated arsenical pyrite (FeS2) and to a lesser extent arsenopyrite (FeAsS). Base metal sulfides are uncommon. Mineralogical studies of sulfide morphology and mineral chemistry were completed for metallurgical process flow sheet testing using x-ray diffraction (XRD), dynamic secondary ion mass spectrometry (SIMS), QEMSCAN®, mineral liberation analyzer (MLA), and petrographic studies (Martin and Palko, 2011a; Martin and Palko, 2011b; Martin and Palko, 2011c). These studies, combined with past academic research (White, 1940; Cooper, 1951; Lewis, 1984; Cookro, et al., 1987) indicate that there are multiple periods of pyrite development and associated precious metals mineralization. Arsenical pyrite is the primary host for gold mineralization, and gold only rarely occurs as discrete particles and, if so, typically only in rare sub-micron size particles, but the vast majority of the gold instead occurs in solid solution within the pyrite crystal lattice. Arsenopyrite is the only other significant gold-bearing sulfide mineral in the intrusive hosted deposits. Base metals (except for arsenic, antimony, and tungsten) are rare and occur at very low concentrations, at or below typical crustal abundance levels. Various oxidized products of the weathering of the primary sulfides are found in the intrusives, including goethite, hematite, jarosite, and scorodite and host precious metal mineralization in the oxidized portions of the deposits.

 

Antimony mineralization occurs primarily associated with the mineral stibnite (Sb2S3). Other antimony-bearing phases include miargyrite (AgSbS2), gudmundite (FeSbS), chalcostibite (CuSbS2), tetrahedrite [(Cu, Fe)12Sb4S13], and owyheeite [(Pb)10(Ag)3-8(Sb)11-16(S)28]. There is a weak, but persistent association of volumetrically small, typically <0.25%, base metal mineralization associated with the antimony mineralization and includes rare occurrences of chalcopyrite (CuFeS2), galena (PbS), sphalerite (ZnS) and molybdenite (MoS2). Zones of high grade, silver-rich mineralization locally occur with antimony and are related to the presence of pyrargyrite (Ag3SbS3), hessite (Ag2Te) and acanthite (Ag2S).

 

Tungsten mineralization is typically and essentially exclusively associated with the mineral scheelite (CaWO4). Observations suggest tungsten occurs late in the paragenesis, but precedes the stibnite mineralization since stibnite has been found in numerous past studies cementing veins and brecciated scheelite fragments.

 

Although mercury mineralization is rare in the area of the three main deposits and in the west side of the district, studies of the mineral occurrences to the east in the Cinnabar district, where mercury was historically produced, indicate the primary mercury-bearing minerals are cinnabar (HgS) and coloradoite (HgTe) and to a lesser extent tiemannite (HgSe) and amalgam (HgAg).

 

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Figure 7.4:  Stibnite – Yellow Pine District Paragenesis

 

Type Stage 1 Stage 2 Stage 3 Stage 4 Stage 5 Stage 6
Na-Metasomatism                        
K-Metasomatism                        
Matrix Silicification                        
Open Space Filling                        
Sericite Replacing Feldspars                        
Sericite Replacing Biotite                        
Adularia Replacing Feldspars                        
Pyrite, Fine Grained, Disseminated, Auriferous                        
Arsenopyrite, Fine Grained, Disseminated, Auriferous                        
Pyrite, Fine Grained, Microcrystalline Auriferous                        
Arsenopyrite, Fine Grained, Microcrystalline Auriferous                        
Pyrite, Coarse Grained, Microcrystalline Non- to Weakly Auriferous                        
Arsenopyrite, Fine Grained, Microcrystalline Non- to Weakly Auriferous                        
Skarn Development                        
Calcite and Dolomite                        
Ankerite and Siderite                        
Adularia Veining                        
Scheelite                        
Sericite Vein Selvages                        
Stibnite                        
Miargyrite, Chalcostibite                        
Fluorite, Apatite, Zircon, Monazite                        
Bi-Tellurides, Chalcopyrite, Galena, Sphalerite                        
Cinnabar, Au-Ag-Hg Tellurides and Selenides, Sulfosalts                        
Chalcedonic Quartz, Kaolinite and Montmorillonite Clays                        
  Laramide Suturing →                    
  Decreasing Temperature and Pressure →              
  Magmatic to Meteoric Hydrothermal Fluid Influence →            
  Mid- to Late-K Idaho Batholith Intrusions →              
      Early Eocene Pre-Challis Intrusions →            
          Middle Eocene Challis Intrusions and Volcanics →    
              Eocene Extension, Block Faulting, Dike Swarms →  
                    Miocene(?) Extension →

 

Source: modified from Lewis, 1984; Cookro, et al., 1988; Blue Coast Metallurgy, 2012

 

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Metasediment-hosted mineralization has a similar sulfide suite and geochemistry, but with higher carbonate content in the gangue and a much more diverse suite of late stage minerals. As in the intrusive-hosted mineralization, gold is associated with very fine-grained arsenical pyrite and is tied up in the pyrite lattice. Rarely, submicron sized native gold occurs as inclusions and along fractures, and may be disseminated in highly fractured zones and may produce locally high grades and a minor nugget effect. Metallurgical test work completed by Midas Gold to date suggests around 20% of the gold in the West End metasediment-hosted mineralization may be particulate in nature, but extremely fine-grained.

 

The paragenesis of mineralization in the district and immediate area has been described by various workers including: Currier (1935); White (1940); Leonard and Marvin (1982); Lewis (1984); Cookro, et al. (1987). Figure 7.4 graphically outlines the primary stages of alteration and mineralization as currently interpreted. Additional studies by Midas Gold contractors and consultants and academic researchers from the IGS and USGS are ongoing.

 

7.3            Mineralized Zones

 

7.3.1          Yellow Pine Deposit

 

Mineralization of the Yellow Pine Deposit is structurally controlled and localized by the MCFZ and related structures. Mineralization styles, intensity of mineralization, widths and intensity of alteration vary relative to distance from the bend in strike of the MCFZ. Variography and stereonet plots of observed outcropping structures, mineralized features and data from modeling of oriented and un-oriented drill core, along with compilation of historic open pit and underground geologic information, has defined a series of domains outlining areas with common characteristics. Gold and antimony have different geochemical signatures, geometries, and locally used different structures during deposition. Structures and fractures open to circulating hydrothermal fluids during gold deposition were not necessarily open for antimony deposition. The deposit shows some apparent zonation with gold occurring throughout the deposit footprint, but with antimony and tungsten primarily in the central and southern portions of the deposit.

 

The dominant fault directions mapped underground and in the open pits by Bradley Mining Company geologists in the 1938-1952, by White in 1940-41, by Cooper 1950-1951, and also observed along the former open pit benches by Midas Gold geologists in 2012, trend north-south, northeast, and east-northeast. However, the controls for antimony mineralization show more northwesterly trends. The different geometries of antimony and gold distribution suggest different controls for mineralization – antimony is more strongly influenced by northwest fracturing and gold is more strongly influenced by northeast and east-northeast structures. White (1940) interpreted all strike-slip faulting as post-mineral whereas Cooper (1951) suggested there was significant post-mineralization movement between periods of early gold mineralization and later antimony-tungsten mineralization. Midas Gold’s current interpretations on the relative timing of gold versus antimony mineralization are similar to those interpreted by Cooper (1951).

 

Mineralization at the south end of the Yellow Pine Deposit exhibits strong, steeply west- and east-dipping north-south oriented structural controls and occurs in a narrow 80-ft- to 165-ft-wide corridor along the footwall (east side) of the MCFZ. In the central domain of the deposit, numerous structural elements intersect and mineralization occur along east to east-northeast striking and west to west-northwest striking, north-dipping dilatant structures within a larger northeast-trending structural corridor. Both northeast and north-south striking structural elements may control mineralization along with the dilatant structures which occur at relatively high angles to the main shear zone. Mineralization in this area appears pipe-like in cross sections, but in long sections exhibits pronounced northeast and northwest plunges reflecting the interplay of the primary northeast structures and secondary splays and dilatant features which occur at high angles to the main MCFZ. The multiple structural features provided significant pathways to mineralizing hydrothermal solutions and the mineralization here is the highest grades and ranges from 165 ft to over 650 ft in true thickness and can be traced down dip for over 1,300 ft (Figure 7.5).

 

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Figure 7.5:      Yellow Pine Mineralized Zone

 

 

Note:

The Yellow Pine mineralized zone was mined by underground methods between approximately 1939 and 1948. For simplicity, the underground workings are not shown on the cross section but are quantified in Section 14 of this Report.

 

In the area of the former Homestake pit, mined by Hecla in the late 1980’s and early 1990’s, mineralization is more tabular and narrower than areas to the southwest (in the central domain) and is associated with multiple, north-striking, shallow west-dipping structures intersecting the main MCFZ as well as east to east-northeast striking and west to west-northwest striking, north-dipping dilatant structures.

 

Multiple stages of movement in the MCFZ are described in the historic literature (White, 1940; Cooper, 1951) and are evident in pit walls and in Midas Gold drill core, with the latest event marked by extensive gouge and brecciation. Various kinematic indicators suggest the latest movement involved right lateral and high angle reverse movement. The kinematics of this system have created the dilatational zones of mineralization in the Yellow Pine and Homestake pit areas. The bounding faults often contain lenses of previously mineralized material caught up in the faults during subsequent phases of deformation.

 

7.3.2            Hangar Flats Deposit

 

Mineralization in the Hangar Flats Deposit is entirely intrusive hosted, and structurally controlled and localized by the MCFZ, a generally north trending, steeply west-dipping complex fault zone with ancillary structures. The MCFZ can be traced from the main Yellow Pine Deposit south 1.85 mi through the Hangar Flats Deposit and continues for another 1.25 mi to the south, all the way to the rim of the Thunder Mountain Caldera. Past production and currently defined mineralized zones occur along variably north-plunging tabular to pipe-like bodies at the intersection of the main north-south structural feature and northeast to southwest and east to west trending steeply dipping conjugate structures and northeast trending, shallow northwest dipping (±30°) dilatant splays. The mineralized zones range in true thickness from 16 ft to over 330 ft, and can be traced several hundred feet down dip. They occur as stacked ellipsoidal lenses along the footwall to the main MCFZ which is a thick, 80-165 ft wide zone of clay gouge and heavily broken and brecciated ground. At Hangar Flats the mineralized zones become thinner, less continuous, and lower grade away from the main MCFZ (Figure 7.6).

 

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Figure 7.6:      Hangar Flats Mineralized Zone

 

 

Note:

The Hangar Flats deposit was mined by underground methods between approximately 1926 and 1938. For simplicity, the underground workings are not shown on the cross section but are quantified in Section 14 of this Report.

 

Multiple stages of movement are described from underground mapping in the historic literature within unpublished company files and are evident in Midas Gold drill core, with the latest event marked by gouge and brecciation. Sulfide mineralized fragments have been rotated and then re-mineralized indicating several periods of movement coincident with at least some of the stages of sulfide mineralization. Various kinematic indicators suggest the latest movement along the MCFZ, at least some post-mineralization, involved right lateral and high angle reverse (i.e. west side up relative to east side) movement.

 

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7.3.3            West End Deposit

 

Within the WEFZ gold mineralization occurs preferentially where the northwest-striking, northeast-dipping calc-silicate units are cut by any of the WEFZ or subsidiary faults, but all rock types host mineralization. Mineralized zones occur as stacked ellipsoidal bodies plunging along the intersection of favorable lithologic units and structural zones. True widths of these bodies range from 50 ft to over 330 ft. Drilling by Midas Gold has intersected gold mineralization associated with the WEFZ well below the historic pit bottom – as deep as 1,300 ft below the original ground surface where mineralization was exposed prior to mining. The hanging wall of the WEFZ tends to exhibit relatively more dilatant and dispersed structures relative to the footwall and, therefore, more significantly mineralized. Open space fill quartz veins are closely associated with the faults and are indicative of higher grade zones of mineralization. In addition to sulfide mineralization, open fractures along the WEFZ and subsidiary faults have allowed for oxide formation at depth from meteoric infiltration (Figure 7.7).

 

Figure 7.7:      West End Mineralized Zone

 

 

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SECTION 8 TABLE OF CONTENTS

 

 

SECTION     PAGE
       
8 Deposit Types   8-1
       
  8.1 Deposit Models   8-1

 

 

SECTION 8 LIST OF FIGURES

 

FIGURE   DESCRIPTION   PAGE
         
Figure 8.1   Mineralization Model for Intrusive-Related Gold Systems in the Stibnite Mining District   8-2

 

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8            Deposit Types

 

8.1         Deposit Models

 

The origin of the wide variety of mineralization occurrences at Hangar Flats, West End, and Yellow Pine deposits is enigmatic and past workers have attributed the District metal endowment to deep-seated intrusives and associated deep high temperature and high pressure processes as well as shallower lower temperature, lower pressure hydrothermal processes within an epithermal environment. However, there is no single deposit model applicable to the deposits within the District that have been discovered to date. Within the Project area, the focus of past exploration and development for Au-Ag-Sb-W-Hg has been from both disseminated deposits extracted using conventional open pit methods and higher grade structurally controlled deposits extracted using various underground mining methods.

 

Mineralization occurs in numerous locations throughout the District in medium- to coarse-grained, felsic to intermediate intrusive host rocks and typically occurs as disseminated replacement mineralization within structurally prepared dilatant zones or adjacent to district- and regional-scale fault zones. Mineralization also occurs associated with sheeted veins, stockworks, endoskarns, and complex polymictic breccias. In the metamorphosed sedimentary rocks, mineralization occurs associated with dense fracture zones in structurally prepared sites and as stratiform manto-style replacements in reactive carbonate and calcareous siltite and schist units, as well as in cross-cutting breccia veins and dikes.

 

Field observations, petrographic studies, metallurgical studies, and process mineralogy studies indicate that there were likely multiple stages of mineralization, possibly separated by extended time periods. Early higher temperature, precious metal-rich mineralization with a potential magmatic fluid source was overprinted by younger, lower temperature Au and Sb-Ag mineralization; this was again overprinted by later epithermal mineralization involving meteoric water input into the hydrothermal system with a distinctly different style and geochemical signature.

 

The gold mineralization at the Hangar Flats and Yellow Pine deposits occurs in intrusive rocks associated with the Atlanta Lobe of the Idaho Batholith. Strong mineralization is localized along an overall north to south striking fault zone and also along northeast striking splay faults and dilatational fault jogs. Dilatant zones have generally provided conduits for movement of mineralizing hydrothermal fluids. Multiple episodes of fracturing have allowed multiple episodes of hydrothermal mineralization.

 

The gold mineralization at the West End Deposit occurs in metasedimentary rocks intruded by the Idaho Batholith and also within the intrusive rocks. The metasediments occur as pendants and xenoliths within the intrusive rocks. Strong mineralization is localized along a northeast striking fault zone and splay faults that strike northeast and east. Pull-apart fracturing along dilatant northeast fault jogs and splays provided conduits for movement of mineralizing hydrothermal fluids. Multiple episodes of fracturing allowed multiple episodes of hydrothermal mineralization.

 

A schematic of the geologic setting for the various deposits and exploration prospects is shown on Figure 8.1. Based on the nature and scale of the hydrothermal alteration systems present, the deposits are interpreted to be related to intrusive activity. This figure (modified from Lang et al., 2000) illustrates the spatial relationships of each major deposit type, the intrusion(s), and the associated hydrothermal systems.

 

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Figure 8.1      Mineralization Model for Intrusive-Related Gold Systems in the Stibnite Mining District

 

 

Source: Modified from Lang et al., 2000

 

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SECTION 9 TABLE OF CONTENTS

 

SECTION       PAGE
         
9 Exploration    9-1
         
9.1 Exploration Potential   9-1
         
9.2 Grids and Surveys   9-3
         
9.3 Geologic Mapping   9-3
         
9.4 Geochemical Sampling   9-3
         
9.5 Geophysics   9-3
         
9.6 Petrology, Mineralogy and Research   9-4
         
9.7 Potential for Expansion of The Yellow Pine, Hanger Flats and West End Deposits   9-4
         
  9.7.1 Yellow Pine   9-4
  9.7.2 Hangar Flats   9-8
  9.7.3 West End   9-11
           
  9.8 Prospects for Discovery of High Grade, Underground Mineable Potential   9-17
         
  9.8.1 Scout   9-17
  9.8.2 Garnet   9-19
  9.8.3 Upper Midnight and Doris K   9-21
           
  9.9 Prospects for Discovery of New Bulk Mineable Potential   9-22
         
  9.9.1 Broken Hill - Saddle Trend   9-22
  9.9.2 Hermes Trend   9-24
  9.9.3 Mule   9-25
  9.9.4 Rabbit   9-25
  9.9.5 Meadow Creek Fault Zone Trend   9-27

 

SECTION 9 LIST OF TABLES

 

TABLE     DESCRIPTION   PAGE
           
Table 9.1:     Significant Drill Intercepts within the Yellow Pine Expansion Targets   9-4
           
Table 9.2:     Significant Drill Intercepts within the Hangar Flats Expansion Targets   9-10
           
Table 9.3:     Significant Drill Intercepts within the West End Expansion Targets   9-13
           
Table 9.4:     Selected Drill Intercepts from the Scout Prospect   9-17
           
Table 9.5:     Pre-Midas Gold Drill Intercepts within the Garnet Prospect   9-19
           
Table 9.6:     Pre-Midas Gold Drill Intercepts at the Upper Midnight Prospect   9-22
           
Table 9.7:     Significant Drill Intercepts within the Broken Hill – Saddle Trend   9-24
           
Table 9.8:     Drill Intercepts within the Meadow Creek Fault Trend   9-28

 

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SECTION 9 LIST OF FIGURES

 

FIGURE     DESCRIPTION   PAGE
           
Figure 9.1:     District Geology Map Showing Regional Prospects   9-1
           
Figure 9.2:     East Side and West Side Long Sections through the District   9-2
           
Figure 9.3:     Plan Map of Yellow Pine Showing Potential Expansion Targets   9-5
           
Figure 9.4:     Cross Section of the Monday Tunnel Target with an 80 ft Corridor   9-6
           
Figure 9.5:     Cross Section of the Hidden Deep Fault Target with an 80 ft Corridor   9-7
           
Figure 9.6:     Cross Section of the North Meadow Creek Fault Target with a 250 ft Corridor   9-8
           
Figure 9.7:     Plan map Showing the Hanger Flats Expansion Targets   9-9
           
Figure 9.8:     Cross Section of Hangar Flats with a 160 ft Corridor   9-10
           
Figure 9.9:     Plan Map of West End Showing Potential Expansion Zones   9-12
           
Figure 9.10:     Cross Section of the West End Deep Target with an 80 ft Corridor   9-13
           
Figure 9.11:     Level Section of the Dead End Fault Target with a 30 ft Thickness   9-14
           
Figure 9.12:     Cross Section of the Stibnite North Target with an 80 ft Corridor   9-15
           
Figure 9.13:     Cross Section of the South Midnight Target with an 80 ft Corridor   9-16
           
Figure 9.14:     Plan map of the Scout Prospect   9-18
           
Figure 9.15:     Plan map of Grade x Thickness at the Garnet Prospect   9-20
           
Figure 9.16:     Cross Section of the Garnet Prospect with a 150 ft Corridor   9-21
           
Figure 9.17:     Plan map of the Soil Sample Geochemistry at the Rabbit Prospect        9-26

 

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9               EXPLORATION

 

9.1            Exploration Potential

 

Numerous prospects have been discovered during exploration and development activities in the Districts over the past nearly 100 years using a variety of methods; some of these prospects were developed into mines while others remain undeveloped. Besides pit expansion possibilities around the main deposits, other exploration targets may one day warrant consideration for development if they can be proven viable after additional exploration, environmental, socio-economic, metallurgical, engineering, and other appropriate studies. Midas Gold has developed an extensive pipeline of exploration targets, which are summarized below and shown on Figure 9.1. The long sections associated with the District geology map are shown in Figure 9.2.

 

Figure 9.1:      District Geology Map Showing Regional Prospects

 

 

The exploration targets discussed herein include more advanced prospects that have had past production and/or adequate drilling to infer good potential for high grade mineralization that might be exploited via underground mining methods (such as Scout and Garnet). In addition, less advanced but still promising underground prospects (Upper Midnight and Doris K) that have received less drilling, still have strong indications of potential high-grade mineralization. There are also more advanced prospects that have had enough drilling to infer good potential for disseminated mineralization that might be exploited via bulk tonnage, open pit mining methods. These prospects are located along the Broken Hill-Saddle trend, where past exploration focused on the search for leachable oxide ores.

 

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Figure 9.2:      East Side and West Side Long Sections through the District

 

 

 

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Other areas with potential for new discoveries lie between the known deposits, such as the string of prospects that lie between the Yellow Pine and Hangar Flats deposits namely, Monday Tunnel, Sizzle, Fiddle, North, Smokin’ Boulder and North DMEA. Midas Gold has also delineated several new prospects that have had little systematic work or were only recently discovered namely, Mule, Volt, East and West Rabbit and others.

 

Exploration data for the target areas discussed above and below include geophysical data, geochemistry 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.

 

9.2            Grids and Surveys

 

Numerous local grids have been used on site since the 1920s and control points have been re-established where possible and practical. Original errors in earlier surveys are known to exist, but most data have been found to be reliable to within approximately 6-10 ft. Some datasets are less reliable, particularly historic soil and ground geophysical surveys. Midas Gold completed topographic and aerial photographic surveys in 2009 and 2012 for geodetic control. All Midas Gold drill locations are surveyed with survey grade instruments and typically have a level of precision of + 10 inches. Rock and soil samples are usually surveyed with hand held GPS instruments and have been determined to usually be reliable to within ±10-20 ft.

 

9.3            Geologic Mapping

 

The Project area has been mapped by numerous past workers and by Midas Gold staff. Mapping was typically completed by past operators along many roads, previously operating open pits and underground workings that are now reclaimed, covered and/or inaccessible, as well as in cross country traverses. Where possible and practical, map data have been field checked by Midas Gold geologists and found to be reliable for the needs of the Project. Midas Gold staff have remapped areas, where needed, to obtain additional information.

 

9.4            Geochemical Sampling

 

Past operators collected and analyzed thousands of soils, rock chips, underground channel, surface chip, trench and drill hole samples utilizing a variety of laboratories and methods. Not all sample information is fully documented with chain of custody, lab methods and/or QA/QC. However, the geochemical data are considered reliable enough to utilize for basic exploration purposes. In areas of exploration interest, Midas Gold staff have collected samples using current industry standard protocols and certified analytical laboratories to verify past work and/or expand upon it.

 

9.5            Geophysics

 

Midas Gold contractors completed a helicopter-supported 222 line-mi aeromagnetics survey in 2009, covering 33 mi2, followed by a more detailed 595 line-mi airborne electromagnetic (EM) and magnetics survey covering a larger area in 2011. The data was filtered, gridded, post-processed and integrated with geologic and geochemical data to generate and evaluate target areas. Contractors also completed induced polarization – resistivity surveys (IP) along 13 lines, totaling 13 line-mi, and Controlled Source Audio Magnetotellurics surveys (CSAMT) along 13 lines totaling 31 line-mi over the central part of the District. Numerous, high quality anomalies were identified and indicate a large area of anomalous IP and CSAMT responses between the Yellow Pine and Hangar Flats deposits, as well as in other areas.

 

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9.6            Petrology, Mineralogy and Research

 

Extensive characterization of mineralogy has been completed as part of Midas Gold’s metallurgical and mineralization characterization testing program using conventional petrographic and near infrared spectrometry methods, as well as Quantitative Evaluation of Minerals by Scanning (QEMSCAN) electron microscopy. The Idaho Geologic Survey has been conducting radiometric dating studies of intrusive- and metasedimentary-hosted mineralization to provide information on the approximate ages of mineralization and detrital zircon studies to evaluate age and provenance of metasedimentary rocks. This research is ongoing and has not yet been published, but preliminary data have been made available to Midas Gold.

 

9.7            Potential for Expansion of The Yellow Pine, Hanger Flats and West End Deposits

 

All three major deposits with Mineral Resources reported herein remain open to expansion and potential is described in the following sections.

 

9.7.1       Yellow Pine

 

The Yellow Pine Deposit is open at depth and along strike in the north, northeast and southwest directions (Figure 9.3). Targets are defined by mineralized holes drilled by both Midas Gold and pre-Midas Gold operators. Highlights of some of the holes defining these targets are tabulated in Table 9.1 and the areas shown on Figure 9.3.

 

Table 9.1:      Significant Drill Intercepts within the Yellow Pine Expansion Targets

 

Target   Operator   Drill Hole
ID
  Collar
Dip (˚)
    Collar
Azimuth (˚)
    From
(ft)
    To
(ft)
    Interval
(ft)
    Gold(1,2)
(g/t)
 
Hidden Fault Deep Zone   Midas Gold   MGI-11-187     -72.5       120       633       964       331       1.24  
Hidden Fault Deep Zone   Midas Gold   MGI-12-224     -79       120       560       766       216       1.21  
North Meadow Creek Fault   Bradley Mining Co.   B-043     -45       105       140       185       45       5.86  
North Meadow Creek Fault   Hecla Mining Co.   89-02GT     -45       122       200       320       120       1.57  
North Meadow Creek Fault   Midas Gold   MGI-11-082     -50       117       498       632       134       1.89  
North Meadow Creek Fault   Midas Gold   MGI-13-307     -60       130       660       822       162       5.42  
Monday Tunnel   Midas Gold   MGI-11-140     -50       145       300       395       95       2.80  

 

Note:

(1) Selected intercepts composited with length weighted averages with cut-off grade of 0.75 g/t Au and/or 0.3% Sb reported, >10 ft composite length and <10 ft of internal waste below 0.5 g/t Au and/or 0.1% Sb.

(2) All gold and silver grades denoted g/t herein and in subsequent sections of this Report are reported in units of grams per metric tonne. Grades denoted oz/st are reported in units of troy ounces per short ton.

 

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Figure 9.3:      Plan Map of Yellow Pine Showing Potential Expansion Targets

 

 

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Monday Tunnel Target

 

The continuation of the Meadow Creek Fault, south of the main Yellow Pine Deposit, has been the subject of limited drilling by Bradley Mining Company and Midas Gold. The most significant Midas Gold intercept in this area returned 95 ft averaging 2.80 g/t gold below the 2014 Mineral Reserve Limiting Pit (Figure 9.4) and the zone remains open along strike and down dip.

 

Figure 9.4:      Cross Section of the Monday Tunnel Target with an 80 ft Corridor

 

 

Note:

Potential mineralization reported here as a prospect may be partially included within the mineral resources discussed in Section 14 of this Report.

 

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Hidden Fault Deep Target

 

This area is located at the northwest edge of the Yellow Pine Deposit (Figure 9.5), along the trace of the Hidden Fault. The most significant Midas Gold intercept returned 331 ft averaging 1.24 g/t Au (Figure 9.5) and the zone remains open.

 

Figure 9.5:      Cross Section of the Hidden Deep Fault Target with an 80 ft Corridor

 

 

Note:

Potential mineralization reported here as a prospect may be partially included within the mineral resources discussed in Section 14 of this Report.

 

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North Meadow Creek Fault Target

 

This target lies on the northeast side of the Yellow Pine Deposit and is defined by several holes drilled by pre-Midas Gold operators and Midas Gold (Figure 9.6). Significant drill intercepts include 45 ft averaging 5.86 g/t gold and 173 ft averaging 1.37 g/t gold.

 

Figure 9.6:      Cross Section of the North Meadow Creek Fault Target with a 250 ft Corridor

 

 

Note:

Potential mineralization reported here as a prospect may be partially included within our resources discussed in Section 14 of this Report.

 

9.7.2 Hangar Flats

 

The Hangar Flats Deposit formed along the Meadow Creek Fault zone (MCFZ) and the 3,000(+) ft long corridor north, east and west of the main deposit is inadequately drill-tested outside of the known deposit (Figure 9.7).

 

Hangar Flats Deep Target

 

Historic sampling and production records from the former Meadow Creek Mine define a zone of high grade gold-antimony mineralization in a 30-330 ft wide corridor along the eastern boundary of the MCFZ that remains open along strike and down dip. Figure 9.8 shows drill hole MGI-12-203, which intersected multiple high grade intercepts, the most significant included 121 ft grading 2.96 g/t Au.

 

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Figure 9.7:      Plan map Showing the Hanger Flats Expansion Targets

 

 

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DMEA Workings Target

 

This target lies beneath the northern part of the Hangar Flats PFS Mineral Reserve Limiting Pit and represents the northern extension of the “Hangar Flats Deep Target”. The MCFZ is poorly tested over a distance of at least 1,000 ft at DMEA, which has been explored by a network of tunnels driven along the MCFZ. The underground workings were extensively mapped and sampled in the 1950s, which indicated the presence of north-east trending high grade vein systems. Pre-Midas Gold underground channel samples, from crosscuts, reportedly intersected a large zone of mineralization with a length-weighted average grade of 6.5 g/t Au over 92 ft and 1.56 g/t Au over 300 ft collected perpendicular to the MCFZ, while underground drill holes intersected significant high grade intercepts (Table 9.2).

 

Figure 9.8:      Cross Section of Hangar Flats with a 160 ft Corridor

 

 

Note:

Potential mineralization reported here as prospects may be partially included within our resources discussed in Section 14 of this Report.

 

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Table 9.2:      Significant Drill Intercepts within the Hangar Flats Expansion Targets

 

Target   Operator   Drill Hole
ID
  Collar
Dip (˚)
    Collar
Azimuth (˚)
    From
(ft)
    To
(ft)
    Interval
(ft)
    Gold
(g/t)
    Antimony
(%)
 
Hangar Flats Deep   Midas Gold   MGI-11-058     -90       -       588       713       125       3.13       1.45 (1)
Hangar Flats Deep   Midas Gold   MGI-12-193     -88       324       921       1170       249       1.55       2.54  
Hangar Flats Deep   Midas Gold   MGI-12-165     -79       320       825       870       45       1.40       1.20 (2)
                              915       960       45       1.29       1.12 (3)
Hangar Flats Deep   Midas Gold   MGI-11-103     -70       140       605       644       39       4.84       -  
                              695       847       135       3.51       -  
                              696       817       121       2.96          
Hangar Flats Deep   Midas Gold   MGI-12-203     -65       320       912.5       970       57.5       1.61       0.26 (4)
                              1012       1074.5       62.5       1.46       2.58 (5)
                              334       418       84       3.65       -  
DMEA Workings   Midas Gold   MGI-12-331     -89       291       441       480       39       1.36       0.10  
                              551       584       33       1.05       -  
                              657       696       39       2.71       -  
DMEA Workings   Midas Gold   MGI-09-07     -70       90       679       836       157       5.09       0.30  
                              853       926       73       4.89       -  
DMEA Workings (UG)(6)   Bradley Mining   DMA-20     -44       320       10       135       125       6.62       0.51 (7)
DMEA Workings   Midas Gold   MGI-11-080     -90       -       619       654       35       2.61       -  
DMEA Workings   Midas Gold   MGI-12-181     -90       -       520       560       40       2.66       -  
DMEA Workings   Midas Gold   MGI-12-197     -90       -       838       889       51       2.59       -  
                              940       971       31       1.58       -  
                              344       434       90       2.88       -  
Underground Drill Target   Midas Gold   MGI-12-192     -83       280       543       612       69       1.03       0.09  
                              1006       1300       294       1.57       2.76  
MCFZ West   Midas Gold   MGI-11-099     -75       310       1507       1659       152       1.34       0.83 (8)

 

Notes:

(1) Sb over 83.5 foot interval.
(2) Sb over 25 foot interval.
(3) Sb over 40 foot interval.
(4) Sb over 17.5 foot interval.
(5) Sb over 14 foot interval.
(6) UG = Underground drill hole.
(7) Sb over 95 foot interval.
(8) Sb over 115 foot interval.

 

Underground Drill Target

 

High grade gold-antimony mineralization has been intersected over a 2,000 ft strike length and over a 1,000 ft vertical extent and remains open to expansion at depth. One of the more significant intercepts in this target area, cut in drill hole MGI-12-192, included 294 ft grading 1.57 g/t Au and 2.76% Sb illustrating this potential (Table 9.2).

 

MCFZ West Target

 

A geotechnical hole (MGI-11-099), drilled across the western limits of the conceptual PEA pit, intercepted significant mineralization (Table 9.2) and, based on geophysical surveys and oriented core data, mineralization is interpreted to be open and possibly extends along strike and up and down dip (Figure 9.8).

 

HF East Target

 

A large area east of the Hangar Flats Deposit has not been drill tested and is open to expansion. The area is underlain by mineralized low angle faults exposed east of the deposit which are known to control mineralization in the main portion of the Hangar Flats Deposit (Figure 9.8).

 

9.7.3 West End

 

There is potential to expand the West End Deposit at depth and along strike to the northeast and southwest. Highlights of significant drill intercepts from these areas are listed in Table 9.3 and the areas shown on Figure 9.9.

 

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Figure 9.9:      Plan Map of West End Showing Potential Expansion Zones

 

 

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Table 9.3:      Significant Drill Intercepts within the West End Expansion Targets

 

Target   Operator   Drill Hole
ID
  Collar
Dip (˚)
    Collar
Azimuth (˚)
    From
(ft)
    To
(ft)
    Interval
(ft)
    Gold(1)
(g/t)
 
West End Deep   Midas Gold   MGI-13-404     -75       230       521       648       127       2.86  
West End Deep   Midas Gold   MGI-11-139     -66       260       835       1065       230       2.27  
West End Deep   Midas Gold   MGI-12-290     -71       298       762       906       144       1.07  
Dead End   Pioneer   W-110     -55       80       125       180       55       1.04  
Dead End   Superior   WER83-23     -90       NA       110       340       230       1.10  
Stibnite North   Pioneer   89-78     -70       300       250       405       155       3.46  
Stibnite North   Midas Gold   MGI-10-37     -45       202.5       418       615       197       1.79  
Stibnite North   Pioneer   89-57     -70       300       415       510       95       3.16  
Stibnite North   Pioneer   89-75     -70       300       460       630       170       1.4  

 

Note:

(1) Selected intercepts composited with length weighted averages with cut-off grade of 0.75 g/t Au and/or 0.3% Sb reported, >10 ft composite length and <10 ft of internal waste below 0.5 g/t Au and/or 0.1% Sb.

 

West End Deep Target

 

This target consists of a poorly explored area 330 ft wide and extending approximately 2,100 ft along strike beneath the Mineral Reserve Limiting Pit (Figure 9.10). The area is defined by three Midas Gold drill holes, with the most significant intercepts being 2.25 g/t Au over 230 ft and 2.86 g/t Au over 127 ft in MGI-11-139 and MGI-13-404, respectively.

 

Figure 9.10:      Cross Section of the West End Deep Target with an 80 ft Corridor

 

 

Note:

Potential mineralization reported here as a prospect may be partially included within the mineral resources discussed in Section 14 of this Report.

 

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Dead End Fault Target

 

This target is approximately 260 ft wide and extends over a strike length of 1,000 ft. The target is defined by holes drilled by pre-Midas Gold operators, with the most significant intercept being 230 ft with an average grade of 1.1 g/t Au along the east-northeast striking Dead End Fault that originates at a bend in the West End Fault system (Figure 9.11).

 

Figure 9.11:      Level Section of the Dead End Fault Target with a 30 ft Thickness

 

 

Note:

Potential mineralization reported here as a prospect may be partially included within the mineral resources discussed in Section 14 of this Report.

 

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Stibnite North Target

 

The Stibnite North target is defined by Midas Gold and Pioneer Metals drill holes, with the most significant intercept being 155 ft with an average grade of 3.46 g/t Au in hole 89-78 (Table 9.3 and Figure 9.12). Mineralization may continue down dip and along strike within favorable faults and lithologies extending past the Mineral Reserve Limiting Pit.

 

Figure 9.12:      Cross Section of the Stibnite North Target with an 80 ft Corridor

 

 

Note:

Potential mineralization reported here as a prospect may be partially included within our resources discussed in Section 14 of this Report.

 

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South Midnight Target

 

This target is located at the southwest end of the West End Deposit. The area is identified by holes drilled by pre-Midas Gold operators. The most significant intercept was 100 ft averaging 3.04 g/t Au in hole 97-32SM (Figure 9.13). Mineralization roughly parallels the intrusive-metasediment contact and is open to the south.

 

Figure 9.13:     Cross Section of the South Midnight Target with an 80 ft Corridor

 

 

Note:

Potential mineralization reported here as a prospect may be partially included within our resources discussed in Section 14 of this Report.

 

Exit Target

 

This target is located northwest of the main West End Fault Zone, but also includes an extension of the fault to the east-northeast. The area is identified by a strong surface soil and rock chip Au anomaly over an area of approximately 1,300 ft by 1,300 ft. Canadian Superior identified an apparently continuous zone of east-west trending mineralization over 360 ft wide averaging 0.72 g/t Au in chip samples from road cuts. Mapping and sampling by Midas Gold geologists confirmed portions of this anomaly where the road cuts were still accessible, the balance having been buried under waste rock storage facilities. This area has been inadequately tested by past drilling and warrants further study.

 

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9.8            Prospects for Discovery of High Grade, Underground Mineable Potential

 

9.8.1 Scout

 

Scout is a potentially underground mineable Au-Ag-Sb exploration prospect (Figure 9.14) discovered in the 1930s by Bradley interests and further evaluated during Strategic Minerals investigations in the 1940s. Detailed exploration by other operators followed between 1947 and 1990. Pre-Midas Gold drilling includes 18 holes totaling 6,912 ft. Midas Gold work includes IP and CSAMT surveys, mapping, rock and stream sediment sampling along with the completion of 21 drill holes totaling 15,629 ft; Table 9.4 lists significant drill intercepts. Host rocks include quartzite, schist, quartz diorite and monzonite. Controls on mineralization are related to the Scout Valley Fault Zone, which trends north-south and dips steeply west, in addition to east-west and southwest-northeast trending faults. Drilling to date has been deemed insufficient to produce a mineral resource estimate, but does suggest a potential underground exploration target. The dimensions of the potential target, as determined by simple polygonal estimation methods from drilling, and further defined by trenches and geophysical surveys, outlines a conceptual potential underground target in the range of 2-5 million tons containing between 50,000-300,000 oz Au; 40,000,000-150,000,000 lbs Sb; and 300,000-1,500,000 oz Ag with target dimensions of approximately 25-75 ft thick (true), 2,000-3,000 ft along strike and extending 250-300 ft down dip at grades ranging from 1-2 g/t Au, 1-4% Sb, and 5-25 g/t Ag. Mineralization is open to the south, where monitoring well MWH-B08 cut 35 ft of 0.98 g/t Au and 40 ft of 0.97 g/t Au with 0.21% Sb coincident with an IP and CSAMT anomaly. Exploration data for the Scout target include geophysical data, geochemistry 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.

 

Table 9.4:           Selected Drill Intercepts from the Scout Prospect

 

Drill Hole
ID
  Operator   Collar
Dip (˚)
  Collar
Azimuth (˚)
  From
(ft)
  To
(ft)
  Interval
(ft)
  Au(1)
(g/t)
  Sb(1)
(%)
  Ag
(g/t)
 
MGI-12-198-RC   Midas Gold     -90     -     294.9     335.0     40.0     0.83     1.9     -  
                      565.0     605.0     40.0     2.16     1.1     -  
MGI-12-238   Midas Gold     -66     77     683.1     769.0     86.0     1.33     1.06     7.36  
                      305.4     429.1     123.7     2.37     0.5     5.88  
MGI-12-244   Midas Gold     -45     77     including  
                      331.4     363.8     32.5     5.7     1.46     15.3  
                      311.7     862.5     550.9     0.78     2.02     14.8  
MGI-12-249   Midas Gold     -53     115     including  
                      419.3     490.8     71.5     0.82     4.63     43.5  
MGI-12-302   Midas Gold     -45     120     495.1     534.4     39.4     4.55     1.71     4.65  
                      651.6     677.5     25.9     1.68     2.86     8.42  
MGI-12-345   Midas Gold     -44.6     116     764.1     816.9     52.8     1.68     5.42     48.0  
MGI-12-347   Midas Gold     -50     90     771.3     784.4     13.1     5.96     12.3     114.6  
MC-58   USBM     -20     75     625.0     730.0     105.0     1.77     0.3     -  
MC-60   USBM     -45     77     109.9     419.9     310.0     1.0     0.33     -  
464.9                           487.9     23.0     2.87     0.19     -  
S-04-74   Superior     -45     90     276.6     325.8     49.2     -     1.44     -  

 

Note:

(1) Selected intercepts composited with length weighted averages with cut-off grade of 0.75 g/t Au and/or 0.3% Sb reported, >10 ft composite length and <10 ft of internal waste below 0.5 g/t Au and/or 0.1% Sb. Reported drill intercepts are approximate true widths.

 

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Figure 9.14:     Plan map of the Scout Prospect

 

 

 

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9.8.2 Garnet

 

The Garnet target is a potential underground mineable exploration prospect. It is the site of past underground exploration in the 1920s and a small open pit exploiting oxide heap leach ores in the mid-1990s. El Paso Oil and Gas discovered a broad zone of outcropping high-grade gold mineralization here in the mid-1970s and, between 1974 and 1995, four other companies explored the prospect. Pre-Midas Gold drilling includes 105 RC, core and air track percussion holes totaling 16,261 ft. The length-weighted average grade of pre-Midas Gold down-hole drill composites (using cutoff detailed in Table 9.5) is 5.3 g/t Au. Highlights of some of the drill intercepts in the unmined portions of the prospect are tabulated in Table 9.5. In 1995, Stibnite Mines, Inc. operated an open pit mine for one season within the prospect area. For approximate historic production records, see Section 6 of this Report. Fire assay grades of the material mined, where fire assayed, were approximately twice the cyanide leachable head grade. Mineralization occurs in sulfide and silica impregnated carbonates within a north plunging body developed at the intersection of a north-south striking, steeply to moderately west-dipping fault zone within two granite sills and an east-west striking, north-dipping dolomite unit. Midas Gold work includes mapping and rock, soil, and stream sediment sampling, but no drilling.

 

The conceptual target generally trends north-northwesterly from the Garnet Pit (Figure 9.15 and Figure 9.16). The dimensions of mineralized material located beneath and beyond the boundaries of the former open pit, as determined by simple polygonal estimation methods from historic drilling (Figure 9.15, Figure 9.16) and geophysical data, outlines a conceptual potential underground target in the 1-2 million ton range containing 250-500 koz Au approximately 30-60 ft thick (true) by 160-250 ft wide by 1,300-1,800 ft long down plunge at grades ranging from 5 g/t Au to 8 g/t Au. Exploration data for the Garnet target include geophysical data, geochemistry 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.

 

Table 9.5:           Pre-Midas Gold Drill Intercepts within the Garnet Prospect

 

Drill Hole
ID
  Operator   Collar
Dip (˚)
    Collar
Azimuth (˚)
    From
(ft)
    To
(ft)
    Interval
(ft)
    Gold(1)
(g/t)
 
78-01GD   Superior     -90       0       175.0       190.0       15.0       18.52  
G-07   Pioneer     -90       0       90.0       125.0       35.0       3.07  
G-10   Pioneer     -90       0       100.0       185.0       85.0       3.06  
RH76-25   El Paso     -90       0       143.0       158.0       15.0       9.13  
S-23-76   El Paso     -55       337       186.0       196.5       10.5       7.18  
                          215.0       287.0       72.0       3.35  
S-29-76   El Paso     -62       189       including  
                          262.8       278.5       15.7       9.73  
                          127.0       158.0       31.0       7.24  
Xray-05-75   El Paso     -90       0       including  
                          135.0       148.5       13.5       15.56  

 

Note:

(1) Drill hole composites over 3 g/t Au reported, >30 ft composite length and <10 ft of internal waste below 0.5 g/t Au. Higher-grade composites >6 g/t reported, >10 ft composite length and <5 ft of internal waste below 3 g/t Au. These intercepts are located beneath the bottom of the former open pit and estimated true widths are 80-90% of the reported intercept lengths.

 

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Figure 9.15:     Plan map of Grade x Thickness at the Garnet Prospect

 

 

 

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Figure 9.16:     Cross Section of the Garnet Prospect with a 150 ft Corridor

 

 

 

9.8.3 Upper Midnight and Doris K

 

The Upper Midnight and Doris K prospects are located north-northeast and northeast of the Garnet Prospect, respectfully; they were originally located prior to World War II and re-discovered in the early 1970s when El Paso and Superior sampled and defined numerous large gold-in-soil and rock chip anomalies. In 1976, sampling of a black carbonate outcrop at Upper Midnight returned high grade gold assays, which were followed up by air track, core and RC drilling that confirmed the presence of a steeply southeast-dipping, northeast-striking high grade mineralized zone. Subsequent drilling campaigns included 2,349 ft in 28 shallow core, RC and air track percussion holes but did not adequately test the down dip extent or strike extensions of this zone, which appears to be approximately 60 ft thick (true width) with a length-weighted average grade of 8.33 g/t Au (Table 9.6). In the early 1990s, a large soil, ground magnetics and Very Low Frequency Electro-Magnetic (VLF-EM) survey was completed over both the Upper Midnight and Doris K prospects and outlined several coincident magnetic anomalies and strong conductive features spatially associated with the anomalous geochemical features. The Doris K prospect also saw significant soil, rock, and trench sampling, but has not been drill tested. Neither prospect has any recorded historic production.

 

Between 2010 and 2013, Midas Gold collected stream sediments, soils, and outcrop samples covering Upper Midnight and Doris K to confirm and expand on past exploration work. At Upper Midnight, 60 rock chip samples outlined anomalous gold values over a broad area including 3 ft chip samples of 5.24 g/t Au within brecciated quartzites and 2.79 g/t Au in altered carbonates within a large 400 ft by 500 ft soil anomaly (> 0.1 g/t Au). A total of 46 rock samples were collected at the Doris K prospect with 19 of the 46 samples resulting in values > 0.1 g/t Au. High values range up to a maximum of 15.7 g/t Au within the brecciated quartzite and 13.55 g/t Au within the altered carbonates. These higher grade samples were taken within 150 ft of each other and within a historical 300 ft by 250 ft gold-in-soils anomaly near a historical adit. Ground geophysical (CSAMT and IP-Resistivity) and airborne EM surveys produced anomalous responses over known or suspected mineralized zones in these areas and adjacent to them.

 

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Mineralization at both prospects occurs in quartzites, carbonates and calc-silicates near the intersections with northeast and northwest striking faults. The prospects lie on the flanks of a large, northwest-trending, marble-cored, synform; Upper Midnight on the overturned northeast limb and Doris K along the hinge. The conceptual targets consist of sediment-hosted, structurally and stratigraphically controlled, high grade, potentially underground mineable gold deposits. The Upper Midnight target trends north-northeast and lies at the intersection of faults and the Middle Marble unit. Due to steep slopes and small footprint, there is little to no open pit potential, but the mineralized zone, as defined by soils, rocks, trenches and drilling, could extend along strike for a strike length of 500-600 ft and down-dip to the northeast for 150-200 ft. With the grades encountered to date, Upper Midnight represents an excellent high grade potentially underground mineable target. Doris K is situated within a northeast trending zone of siliceous stockwork veining and breccias cutting quartzite and a friable recrystallized limestone unit. The breccia zone is approximately 50 ft-150 ft wide and is traceable for at least 500 ft in a northeast-southwest direction and is exposed over 200 ft of vertical extent across the nose of the synform. While less advanced than Upper Midnight, based on surface sampling to date, Doris K could represent another high grade, potentially underground mineable deposit.

 

Table 9.6:          Pre-Midas Gold Drill Intercepts at the Upper Midnight Prospect

 

Drill Hole
ID
  Operator   Collar
Dip (˚)
    Collar
Azimuth (˚)
    From
(ft)
    To
(ft)
    Interval
(ft)
    Gold(1)
(g/t)
 
                          0       112.0       112.0       5.56  
EPE-78-01   El Paso     -90       -       including  
                          0       35.0       35.0       11.35  
                          100.0       112.0       12.0       15.91  
PH-056   Superior     -90       -       0       50.0       50.0       4.62  
                          0       100.0       100.0       6.73  
PH-089   Superior     -90       -       including  
                          5.0       30.0       25.0       15.61  
PH-094   Superior     -90       -       15.0       90.00       75.0       14.75  

 

Note:

(1) Selected intercepts composited with length weighted averages with cut-off grade of 0.75 g/t Au and/or 0.3% Sb reported, >10 ft composite length and <10 ft of internal waste below 0.5 g/t Au and/or 0.1% Sb.

 

9.9            Prospects for Discovery of New Bulk Mineable Potential

 

9.9.1 Broken Hill - Saddle Trend

 

The Broken Hill, Ridgetop, Cinnamid, Saddle and Fern prospects are large tonnage, potentially bulk-mineable exploration targets that are located on a 2.5 mile long, northwest trending zone of continuous alteration and mineralization that also includes the Stibnite and West End deposits to the northwest and the former Fern Mine to the southeast. These prospects are shown in the East Side long section on Figure 9.2. Ridgetop and Cinnamid were discovered during soil sampling in 1990-1991; follow-up included systematic road cut rock chip sampling and mapping, with a total of 775 rock chip samples, followed up with drilling of 74 holes in Ridgetop and Cinnamid between 1992 and 1996. Drill hole 92-47 intersected 74.8 ft grading 2.13 g/t Au at Ridgetop and drill hole 92-49 intersected 52.5 ft averaging 4.15 g/t Au at Cinnamid. Highlights of historical drilling are tabulated in Table 9.7. Broken Hill was discovered by rock chip sampling in 1991 and followed with limited trenching and drilling. The Saddle prospect was discovered during soil sampling in the early 1980s and follow up rock chip sampling which outlined a broad area, approximately 1,500 ft in length by up to 500 ft in width, of anomalous gold in silicified Fern Marble. Based on surface rock-chip and soil sampling between the Cinnamid and Saddle prospects, there appears to be continuity of gold mineralization at surface, in the area separating the two prospects over a distance of about 2,000 ft. A water monitor well drilled in 1996 confirmed the strong gold-in-soils anomaly at Saddle, intersecting 120 ft of 0.92 g/t Au in oxidized Fern Marble (Table 9.7). Since most analytical work from drill sample assays along the trend utilized CN-soluble assay methods, total gold grades may be significantly under reported. Midas Gold has mapped and rock-sampled all of the prospects along this trend but has not completed any additional drilling. In 2013, Midas Gold expanded the soil grid northeast of Broken Hill, which generated a large soil anomaly on strike with the northeast structures controlling mineralization at Broken Hill, suggesting these structures have additional potential along strike where no past work has been completed.

 

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Geologically, the Broken Hill - Saddle Trend is defined by the intersection of northwest-striking, northeast dipping metasediments and district-scale northeast-striking moderate to high angle faults that provided the conduits for gold mineralization. Gold was preferentially deposited in reactive siltites, calc-silicates, Fern Marble and in a sequence of interbedded quartzites and schists) along the trend. Ridgetop and Cinnamid have been drilled extensively by previous operators, who focused on shallow oxide mineralization, while a nominal number of holes have been drilled at Broken Hill and only a single water monitoring well was drilled at Saddle. However, excellent potential exists along the entire trend to discover additional sulfide mineralization. On the southeast end of the trend, between the Ridgetop and Saddle prospects, drilling, trenching and rock chip sampling has defined a body of mineralized material occurring as stacked lenses within the lower Calc-silicate, Fern Marble and quartz-schists sequences with an aggregate true thickness ranging from between 75-125 ft (200-325 ft in plan view) that is from 3,000-3,500 ft along strike and extends approximately 200-325 ft vertically below the ground surface (the limits of current drilling), defining a conceptual target ranging from 4-10 million tons at grades between 1-2 g/t Au. All previously drilled mineralization remains open to expansion in along strike and down dip. Given the trend is over 2.5 miles long and is only drill tested over a short section of the trend, there is considerable upside potential. Exploration data for the target area include geophysical data, geochemistry 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.

 

The Fern Prospect is an epithermal, carbonate-hosted, Au-Ag exploration target at the southeast end of the Broken Hill-Ridgetop-Cinnamid-Saddle trend that was initially explored for gold in the early 1900s and later was prospected for mercury during the Thunder Mountain gold rush (Larsen and Livingston, 1920). There was minor Hg production after the turn of the century from ores developed from open cuts and from underground workings over a total elevation of approximately 1,085 ft. In the 1940s, the USBM conducted mercury exploration, including extensive trenching. In the 1950s, additional trenching was completed under the DMEA program and, in the early 1960s, additional sampling, trenching and drilling of 5 holes totaling 1,503 ft were completed under an Office of Mineral Exploration (OME) contract. In 1983-1984, rock chip, soil sampling, detailed mapping and two geophysical IP lines were completed by Canadian Superior Mining, who drilled three follow-up RC holes totaling 1,780 ft in 1984. Pioneer did some follow up rock-chip sampling in 1987 and drilled five holes totaling 2,400 ft in 1990. Further soil sampling was completed by Barrier Reef Inc. in 1990. There is potential to discover a low-tonnage, high-grade, potentially underground mineable gold deposit and/or mineralization amenable to open pit extraction methods where low-grade gold mineralization would be associated with replacement bodies in the Fern Marble. Twenty-nine systematic outcrop chip samples, taken by Pioneer Metals in 1987 (near an old adit driven adjacent to a northeast trending jasperoid breccia) ranged from 0.87 g/t Au to 42.7 g/t Au and averaged 14.3 g/t Au. Holes drilled nearby at the time did not adequately test the mineralized structure but, nevertheless, the holes did cut significant mineralization (Table 9.7), suggesting the possibility of a larger, open-pit target, as well as underground potential from the main structure. Midas Gold work has included mapping, rock, soil and stream sediment sampling. Midas Gold collected a total of 11 systematic chip samples that averaged 19 g/t Au across a northeast trending, northwest dipping, 25-65 ft wide breccia. Mapping traced the zone of mineralization for approximately 175 ft along strike and over 130 ft of vertical relief up slope, beyond which it is lost under cover in both directions.

 

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Table 9.7:        Significant Drill Intercepts within the Broken Hill – Saddle Trend

 

Prospect   Operator   Drill Hole
ID
  Collar
Dip (˚)
    Collar
Azimuth (˚)
    From
(ft)
    To
(ft)
    Interval
(ft)
    Gold(1)
(g/t)
 
Broken Hill   Pioneer   91-31     -90       N/A       30       110       80       1.06  
Ridgetop   Pioneer   92-47     -90       N/A       135       205       70       2.23  
Ridgetop   SMI   95-63     -90       N/A       155       190       35       2.06  
Ridgetop   SMI   96-67     -90       N/A       105       180       75       2.41  
Cinnamid   Pioneer   92-49     -90       N/A       235       285       50       4.54  
Cinnamid   SMI   95-69     -90       N/A       15       90       75       2.56  
Cinnamid   SMI   95-70     -90       N/A       110       185       75       3.06  
Cinnamid   SMI   96-62     -90       N/A       330       460       130       1.23  
Saddle   SMI   MW-96-01     -90       N/A       25       145       120       0.92 (2)
Fern   Pioneer   90-36     -55       215       205       235       30       2.73  
                              345       365       20       1.36  
Fern   Pioneer   90-34     -50       222       285       300       15       1.01  
Fern   Pioneer   90-37     -60       180       85       120       35       0.77  

 

Notes:

(1) Selected intercepts composited with length-weighted averages of continuous mineralization with over 0.75 g/t Au reported, >10 ft composite length and <10 ft of internal waste below 0.5 g/t Au. (2)       Cyanide assay method only.

 

9.9.2 Hermes Trend

 

Similar to the Broken Hill-Saddle trend, the Hermes Trend prospects are located along a northwest-southeast zone that follows the trace of the Hermes Marble unit over a distance of 2.5 miles from the West End Deposit to the Cinnabar Mine complex; the trend includes the Photon, AC/DC, and Hermes prospects.

 

On the northwestern end of the trend, the “Northeast Extension” portion of the West End Deposit lies within highly silicified Hermes Marble, where a series of northeast trending faults cuts the reactive and receptive unit. The Photon Prospect is a new discovery made by Midas Gold in 2013 that is comprised of a large, multi-element soil anomaly at the intersection and extension of the Broken Hill fault system and the Hermes Marble. Farther to the southeast, at the AC/DC Prospect, Midas Gold has developed a large soil anomaly and identified alteration in quartzites where anomalous rock chips in the area suggest a similar setting to the Photon Prospect. At the far southeast end of the trend, at the Hermes Prospect, a limited drilling program was completed in 1990 following up on a soil and rock chip anomaly where drill intercepts included 45 ft of 0.74 g/t Au, 15 ft of 0.7 g/t Au, 40 ft of 0.45 g/t Au, and 20 ft of 0.63 g/t Au. Many of the holes were only assayed utilizing CN-soluble methods and the lack of fire assays below the redox boundary may have significantly under reported total gold values for these areas. Other exploratory work along the Hermes trend includes extensive development work and drilling at the past producing Cinnabar Mine complex, which was operated intermittently between 1921 and 1958. During World War II, it was among the leading quicksilver (Hg) producers in the U.S. and was the second largest mercury producer in Idaho. Midas Gold work includes mapping, rock and soil sampling and limited ground geophysical surveys along the northwestern end of the trend.

 

Along the Hermes trend, silicification in the marble is pervasive, especially adjacent to quartzite contacts, and mineralization occurs in stratiform silicified zones where reactive carbonates have been converted to jasperoids, as well as in cross-cutting breccias and silica veined zones. The mineralized areas are typically elongated parallel to bedding strike but are thickest and best developed at the intersection of favorable beds and northeast-trending fault structures, as seen at Photon. The current surface area of the soil and rock chip geochemical anomaly measures approximately 1,500 ft long and is up to 600 ft wide.

 

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9.9.3 Mule

 

The Mule prospect is a potentially open pit and/or underground gold prospect associated with high grade sulfidic quartz veins and lower grade disseminated mineralization hosted in intrusive rocks. The prospect lies adjacent to the contact of the Stibnite roof pendant and volcanic stratigraphy associated with the Tertiary Thunder Mountain Caldera and can be seen on the East Side long section on Figure 9.2. Old surface cuts and minor underground workings from the 1920s era were rediscovered in the late 1980s. Subsequently, Pioneer excavated three trenches in 1987 around the northern end of some of the open cuts. These trenches cut a vein system that trends N30oE and dips 30oW. The first trench included a 1-2 ft wide vein which averaged 51 g/t CN-leachable Au within a 40 ft wide altered zone that averaged 0.58 g/t CN-leachable Au (excluding the vein intercept). The second trench, located approximately 175 ft North of the first, included a 2 ft wide vein which assayed 6.03 g/t CN-leachable Au within a 158 ft wide zone (true width ~75% of this) that averaged 0.4 g/t CN-leachable Au (excluding the vein). A third trench, 100 ft south of the first trench, did not intersect the vein nor cut altered rocks and no assays were reported, but appears to be situated too far to the west to intercept the vein based on the projections from the northern trenches. Midas Gold’s 2011 airborne magnetic and EM surveys outlined a large, several mile long, N-S trending, geophysical feature running through this area and continuing to the north, through the Fern and Cinnabar mines. This survey resulted in geophysical characteristics similar to the Meadow Creek Fault Zone farther west that hosts both the Yellow Pine and Hangar Flats deposits. Follow-up work included mapping and rock, soil, and stream sediment sampling. In early 2012, a 550-sample reconnaissance type soil grid was established over the area and outlined two large soil anomalies near the old trenches and another anomaly farther to the south. A total of 18 rock samples, from the limited bedrock exposures within and around these soil anomalies, were collected from the prospects and consistently indicated the presence of narrow, but high grades of gold in veins within broader zones of silicified intrusive rocks.

 

Unlike mineralization elsewhere in the District, neither arsenic nor antimony appear to be particularly anomalous, nor associated with gold mineralization in this prospect. Sampling by Midas Gold outlined two large soil and rock chip anomalies associated with sericitized and silicified granite and high grade Au-veins and silicified Au-bearing intrusives. The largest of the anomalies in the south, is at least 1,500 ft long in a N-S direction and 750 ft wide in an E-W direction and also continues to be open to the south. The northern anomaly covers an area of approximately 350 ft by 750 ft, which is associated with the area of past historic trenching abuts against transported cover areas. The narrow, but high grades of gold in veins and silicified zones in the intrusive rocks could represent possible underground exploration targets while the historic trench results and large soil anomalies suggest two broad areas that might host potentially bulk tonnage mineralization amenable to open pit mining.

 

9.9.4 Rabbit

 

The Rabbit prospect consists of large, coincident, multi-lobed soil, rock chip geophysical anomalies situated east of the Hanger Flats Deposit and southeast of, and along strike from, the Garnet Prospect. The area was targeted after compilations suggested a setting similar to the nearby Garnet Prospect. Figure 9.17 shows soil and rock chip values and the two targets identified on the prospect. Mineralization occurs in both areas and in the intervening area, and is associated with silica, clay and sulfide impregnations and with extensive quartz-sulfide veining. Textural features suggest an epithermal environment. Midas Gold work included mapping, stream sediment, rock chip, soil and test pit sampling and two lines of IP-resistivity.

 

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The intrusive-hosted West Rabbit Prospect was first discovered in the 1920s when a short (~250 ft long) adit was driven into altered quartz monzonite and minor placer workings were excavated in the creek below the adit. The NE-trending lode is reported to be over 100 ft wide and to extend over a vertical range of 100 ft. Minor prospecting was completed by modern explorers, but the prospect has reportedly never been drilled. The West Rabbit area is underlain by anomalous soils and rocks (Figure 9.17) that outline a conceptual intrusive-hosted target zone roughly 825 ft wide x 1,475 ft long, with over 500 ft of vertical relief. The dolomite-hosted East Rabbit Prospect was discovered by Midas Gold geologists in 2010 (Figure 9.17) based on anomalous soils and rocks (Figure 9.17) that outline a conceptual target zone roughly 650 ft wide x 1,975 ft long, and with over 600 ft of vertical relief.

 

Figure 9.17:   Plan map of the Soil Sample Geochemistry at the Rabbit Prospect

 

 

 

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9.9.5 Meadow Creek Fault Zone Trend

 

The MCFZ trend consists of a ~2 mile long string of prospects aligned along the MCFZ and associated cross structures; at the southern end lies the Hangar Flats Deposit and at the northern end, the Yellow Pine Deposit. The prospects along this trend can be seen in the West Side long section on Figure 9.2. Targets vary from open-pit to underground exploration prospects. The North Tunnel, sunk in the Fiddle Creek drainage in the 1920s, was a short exploration tunnel, with minor production, that was later re-opened in the 1940s to complete a small underground drilling program. The DMEA tunnels were driven westward, towards the MCFZ, between the North Tunnel and the Meadow Creek Mine workings and discovered high-grade mineralization during underground sampling and drilling, but it was not exploited. Minor additional historic exploration occurred along the MCFZ Trend from Yellow Pine to Hangar Flats, including ground-based geophysical surveys, soil grids, trenches, pits and rock sampling.

 

The MCFZ Trend hosts mineralization in both high-grade, Au-Sb-Ag-W vein systems and disseminated intrusive Au-Sb-Ag mineralization. The Idaho batholith is the predominant rock unit along the trend but some metasedimentary rocks may be present, as suggested by drill intercepts and geophysical indicators. The majority of the trend is covered with glacial outwash deposits and there has been only limited drilling along the trend. Evidence of mineralization is mostly derived from previous underground exploration workings and limited widely spaced surface and underground drilling. The main MCFZ has been mapped underground as north-south trending and steeply dipping, with moderately-dipping, northeast and east-west striking structures intersecting it. Pre-Midas Gold underground mapping at the DMEA, Monday and North tunnels outlined extensive zones of Au-Sb-W mineralization and demonstrates potential for high-grade mineralization along the trend. Beneath the Fiddle Creek drainage, in the Monday Tunnel, an intercept of 240 ft grading 1.1% Sb and 0.7 g/t Au was reported just east of the main MCFZ trend. Midas Gold drilling in this area resulted in an intercept 45 ft of 2.02 g/t. In the DMEA workings north of the Hangar Flats Deposit, intercepts of Au-Sb-W mineralization are common in northeast trending shear zones and disseminated within intrusive rocks. Representative intercepts, when taken in aggregate (Table 9.8) are not considered underground grade at this time but high grade vein systems within these intervals with values >5 g/t Au along with significant W, Sb and Ag values, indicate the potential for high grade discoveries Figure 9.2. Broad soil and ground geophysical anomalies covering the projected surface expression of these vein and shear systems in the North DMEA area, and along the trend, suggest continuity of mineralization from these underground zones up to the surface.

 

From 2009 through 2012, Midas Gold completed over 31 line-mi of ground geophysical surveys, including IP-Resistivity and CSAMT, along with soil, rock and trench sampling and drilling in the DMEA and Fiddle Creek areas (Table 9.8). Additional work included a stream-sediment sampling program and several soil grids along the MCFZ trend. Drill intercepts were encouraging, especially in light of the fact that they did not drill into the main portion of the IP anomaly.

 

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Table 9.8:     Drill Intercepts within the Meadow Creek Fault Trend

 

Drill Hole
ID
  Operator   Collar
Dip (˚)
    Collar
Azimuth (˚)
    From
(ft)
    To
(ft)
    Interval
(ft)
    Gold(1)
(g/t)
 
FC-1   USBM     +1       118       15       65       50       0.60  
                          290       345       55       0.92  
MGI-10-39   Midas Gold     -45       83       245       290       45       2.02  
DMA-05   USBM     +3       260       15       70       55       0.62  
DMA-06   USBM     -1       157       35       70       35       0.71  
                          315       345       30       0.46  
DMA-07   USBM     0       89       5       80       75       0.93  
                          235       270       35       0.51  
DMA-08   USBM     0       270       10       100       90       0.78  
DMA-09   USBM     0       270       105       170       65       0.50  
DMA-10   USBM     0       106       0       55       55       0.76  

 

Note:

(1) Drill hole composites over 0.5 g/t Au reported, >30 ft composite length and <15 ft of internal waste below 0.5 g/t Au.

 

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SECTION 10 TABLE OF CONTENTS

 

SECTION       PAGE
         
10 Drilling 10-1
         
  10.1 Introduction 10-1
         
  10.2 Drilling Methods 10-8
         
  10.3 Pre-Midas Gold Drilling 10-8
       
    10.3.1 Yellow Pine 10-8
    10.3.2 Hangar Flats 10-10
    10.3.3 West End 10-10
    10.3.4 Historic Tailings 10-12
    10.3.5 Scout 10-12
    10.3.6 Pre-Midas Gold Coordinates and Grid Conversions 10-12
         
  10.4 Midas Gold Drilling 10-13
         
  10.5 Geotechnical and Hydrological Drilling 10-14
         
  10.6 Metallurgical Drilling 10-16
         
  10.7 Condemnation Drilling 10-16
         
  10.8 Geological Logging 10-16
         
  10.9 Drilling Recovery 10-17
         
  10.10 Rock Quality Designation 10-17
         
  10.11 Drill Hole Collar Surveys 10-17
         
  10.12 Down Hole Surveys 10-17
         
  10.13 Sample Length and True Thickness 10-18
         
  10.14 Core, Cuttings, Reject and Pulp Storage 10-18

 

SECTION 10 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 10.1: Pre-Midas Gold and Midas Gold Drilling by Mineralized Area 10-1
     
Table 10.2: Pre-Midas Gold Drill Holes in the Yellow Pine Deposit 10-9
     
Table 10.3: Pre-Midas Gold Drill Holes in the Hangar Flats Deposit 10-10
     
Table 10.4: Pre-Midas Gold Drill Holes in the West End Deposit 10-11
     
Table 10.5: Pre-Midas Gold Drill Holes in the Scout Area 10-12
     
Table 10.6: Drilling by Area Completed by Midas Gold 10-14

 

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SECTION 10 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 10.1: Mineralized Areas Showing All Drill Hole Collars 10-2
     
Figure 10.2: Yellow Pine Mineralized Area Showing All Drill Holes 10-3
     
Figure 10.3: Hangar Flats Mineralized Area Showing All Drill Holes 10-4
     
Figure 10.4: West End Mineralized Area Showing All Drill Holes 10-5
     
Figure 10.5: Historic Tailings Area Showing All Drill Holes 10-6
     
Figure 10.6: Scout Prospect Showing All Drill Holes 10-7
     
Figure 10.7: Hydrological, Geotechnical, Metallurgical, and Condemnation Drilling 10-15

 

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10 Drilling

 

10.1 Introduction

 

The District has been drilled by numerous operators over the past 85 years. Table 10.1 below shows the number of holes and footage catalogued within the Midas Gold database consisting of a variety of drilling types including: percussion, auger, churn, core, reverse circulation (RC), rotary, and sonic drilled from both underground and surface drill stations.

 

Table 10.1:      Pre-Midas Gold and Midas Gold Drilling by Mineralized Area

 

    Pre-Midas Gold Drilling     Midas Gold Drilling     Total Drilling  
Mineralized Area   # Holes     Feet     # Holes     Feet     # Holes     Feet  
Yellow Pine   768     147,936     242     152,009     1,010     299,945  
Hangar Flats   116     30,377     141     105,708     257     136,085  
West End   889     208,260     55     38,907     944     247,167  
Historic Tailings   25     1,512     47     3,786     72     5,298  
Scout   18     6,912     21     15,629     39     22,541  
Other   240     52,472     44     10,235     284     62,707  
Totals   2,056     447,469     550     326,275     2,606     773,744  

 

Notes:

(1)       For clarity the numbers in the table have been rounded to the nearest whole number.

 

Pre-Midas Gold drilling was completed in conjunction with several surface and underground mining operations. Midas Gold drilling has been conducted for the purposes of exploration, mineral resource confirmation and definition, metallurgy, geotechnical engineering and condemnation drilling. The location of each mineralized area along with their associated drill hole collars can be found on Figure 10.1.

 

The Yellow Pine mineralized area has been drilled by 10 operators over the past 75 years and the total Yellow Pine database comprises approximately 299,945 ft of drilling in 1,010 holes. Drilling employed a variety of methods including core, RC, rotary, and air track (Table 10.1 and Figure 10.2). The pre-Midas Gold drilling was primarily performed in conjunction with surface and underground mining operations.

 

The Hangar Flats mineralized area has been drilled by six operators over the past 85 years totaling approximately 136,085 ft of drilling in 257 holes (Table 10.1 and Figure 10.3). Drilling employed a variety of methods including surface and underground core, RC, rotary, and sonic. The pre-Midas Gold drilling was primarily performed in conjunction with underground mining operations.

 

The West End mineralized area has been drilled by six operators over the past 74 years and the total West End database comprises approximately 247,167 ft of drilling in 944 holes (Table 10.1 and Figure 10.4). Drilling employed a variety of methods including core, RC, rotary, and air track. The pre-Midas Gold drilling was primarily performed in conjunction with surface mining operations.

 

The Historic Tailings area has been drilled by 2 operators over the past 20 years and the total Historic Tailings database comprises approximately 5,298 ft of drilling in 72 holes. Drilling employed a variety of methods including RC, sonic, and auger (Table 10.1 and Figure 10.5). Pre-Midas Gold drilling was conducted for well construction.

 

The Scout prospect has been drilled by 5 operators over the past 60 years and the total Scout database comprises approximately 22,541 ft of drilling in 39 holes. Drilling employed a variety of methods including core, RC, and air track (Table 10.1 and Figure 10.6). All drilling at Scout has been conducted as exploration drilling.

 

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Figure 10.1:      Mineralized Areas Showing All Drill Hole Collars

 

 

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Figure 10.2:      Yellow Pine Mineralized Area Showing All Drill Holes

 

 

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Figure 10.3:      Hangar Flats Mineralized Area Showing All Drill Holes

 

 

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Figure 10.4:      West End Mineralized Area Showing All Drill Holes

 

 

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Figure 10.5:      Historic Tailings Area Showing All Drill Holes

 

 

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Figure 10.6:      Scout Prospect Showing All Drill Holes

 

 

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Drill holes in the mineralized areas were drilled on a variety of orientations to intersect north-, northeast-, and northwest- striking structural features which control mineralization. Twenty-nine percent of pre-Midas Gold holes were drilled vertically, 46% were drilled on a westerly to north westerly azimuth, the remaining were drilled on a southwest or southeast or easterly azimuth. Midas Gold holes were drilled on several different azimuths; 31% were vertical holes, 26% were drilled on a southeast azimuth, 19% on a northwest azimuth, 14% were drilled easterly, and 10% on a southerly azimuth.

 

10.2 Drilling Methods

 

Many drilling methods have been used by previous operators and by Midas Gold. Methods have varied by operator, time period, and deposit across the District. Methods have included air track, auger, churn, both surface and underground core, RC, rotary, sonic, and percussion holes. This chapter presents a discussion on pre-Midas Gold drilling followed by a discussion of Midas Gold drilling.

 

10.3 Pre-Midas Gold Drilling

 

The extent of pre-Midas Gold drilling varies significantly across the district and is broken out by individual areas (Yellow Pine, Hangar Flats, West End, Historic Tailings, and Scout) for further discussion.

 

The availability of pre-Midas Gold drilling data has varied by operator, time period, and deposit. Midas Gold has reviewed and incorporated all pertinent and available data into its database. Incorporated data include: geologic logs, drilling recovery, assay values, surface and down-hole surveys, and relevant Quality Assurance/Quality Control (QA/QC) measures.

 

Geologic logging associated with pre-Midas Gold drilling varied in format between past operators. General logging procedures utilized paper logs showing both visual logs and written observations. Characteristics recorded included core, cuttings and sludge recovery, lithology, alteration, pertinent mineralogy, sulfide percentage, oxide percentage/intensity, structures, and often a space was reserved for assay values (Au, Ag, Sb, and W).

 

Drilling recovery varied by era of drilling. Early drilling by Bradley and USBM had poor recovery due to the drilling technology of the time. Core recovery from later operators, however, was much better with Pioneer, Hecla, and Superior showing moderate recovery (averages in the 60-70% range), El Paso and Ranchers showing better recovery (averages in the 70-80% range), and Barrick exceeding 90% recovery.

 

Data for QA/QC programs were available from some pre-Midas Gold operators and are discussed in further detail within Chapter 11.

 

10.3.1 Yellow Pine

 

Past drilling within the Yellow Pine mineralized area was conducted with multiple methods by a number of different companies (Table 10.2). The historic Bradley and USBM drilling used conventional core drills of the time to drill AX, EX and BX sized core. The Hecla, Superior, Ranchers and Barrick drilling used wire line core drills with core sizes, comparable to Midas Gold, including PQ, HQ, and NQ. The RC drilling was conducted with buggy, track, and truck-mounted drills under dry and wet drilling conditions. The RC drill typically used a down-hole hammer with a 5.5-inch bit. Samples were collected by both a center return bit and an above-hammer interchange, and then traveled up the center of the drill string so that minimal contamination could occur. Typically, the overburden in the mineralized area was very thin and only a short section of casing was required. According to existing drill logs, operators began plugging their drill holes in the mid-1980s, prior to that time there was no hole-abandonment remediation required for previous drilling.

 

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Historic files do not always describe in detail the methods used for locating holes. However, the operation was an active mine during parts of the drilling and the drill logs, plan maps, and sections illustrate the surveying standards that existed at the time of exploration, development, and mining activity. Many survey records from pre-Midas Gold drilling do exist, are well preserved, and were utilized to construct the drill hole database. In addition, a significant number of survey control points, old adits and shafts, and pre-Midas Gold drill hole collars were located by Midas Gold and included in its surveys, providing increased confidence in the location of pre-Midas Gold data including drill holes.

 

Table 10.2:      Pre-Midas Gold Drill Holes in the Yellow Pine Deposit

 

Year     Operator   Type of Drilling   Holes     Feet  
1939     USBM   Core     6       1,331  
1940     Bradley   Core     248       52,867  
    USBM   Core     46       14,759  
1946     Bradley   Core     17       3,411  
1949     Bradley   Core     2       870  
1950       Bradley     Churn
Core
    9
3
      1,386
825
 
1951      Bradley    Churn
Core
    6
14
      272
4,133
 
1952     Bradley   Core     1       371  
1953     Bradley   Core     3       1,068  
1954     Bradley   Churn     10       894  
1973      Twin Rivers Resources
Ranchers
  Core
Core
    1
6
      229
820
 
1974     El Paso   Core     1       400  
1978      El Paso
Superior 
  RC
Air Track
Rotary
    1
4
16
      50
158
2,027
 
1982     Ranchers   Core     63       12,196  
1983     Ranchers   Rotary     26       5,580  
1984      Ranchers    Core
RC
    9
55
      1,193
7,850
 
1986      Pioneer    Air Track
Percussion
RC
    4
5
2
      275
845
450
 
1987     Hecla   RC     29       1,080  
1988      Hecla
Pioneer
  RC
RC
    63
1
      13,584
380
 
1989      Hecla   Core     2       593  
      RC     21       2,150  
1991     SMI   RC     71       2,167  
1992     Barrick   Core     14       11,427  
      RC     3       1,655  
1997     SMI   RC     6       640  
          Totals     768       147,936  

 

 

Notes:

(1)       For clarity the numbers in the table have been rounded to the nearest whole number.

 

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10.3.2            Hangar Flats

 

Past drilling within the Hangar Flats mineralized area was conducted with multiple methods by a number of different companies (Table 10.3). Drill core sizes, by pre-Midas Gold operators included AX, EX, BX and NX and were reduced as drilling conditions required. Typically, the overburden in the mineralized area was very thin and only a short section of casing was required. According to existing drill logs operators began plugging their drill holes in the mid 1980’s, prior to that time there was no hole-abandonment remediation required for previous drilling.

 

Historic files do not always describe in detail the methods used for locating holes. However, the operation was an active mine, and the drill logs, plan maps, and sections illustrate the surveying standards that existed at the time of exploration, development, and mining activity. Many survey records from previous drilling and underground development work by Bradley, as well as later campaigns under contract to the Defense Minerals Exploration Administration (DMEA) do exist, are well preserved, and were utilized to digitize the historic underground development workings and catalog drill data. Several of the older 1940’s drill hole collars are still preserved and were surveyed and found to be within 3 - 6 ft of their expected locations. However, most collars were typically not preserved. Most of the later generation of drill holes, completed by Hecla in the area during the late 1980’s, were located and surveyed in 2009 and 2010 and were found to be accurate to within 10 - 20 in.

 

Table 10.3:          Pre-Midas Gold Drill Holes in the Hangar Flats Deposit

 
Year     Operator   Type of Drilling   Holes     Feet  
1929     Bradley   Core     10       5,586  
1940     Bradley   Core     28       6,207  
1946     Bradley   Core     1       250  
1947     Bradley   Core     3       961  
1948     Bradley   Core     7       2,765  
1952     USBM   Core     4       1,141  
1953     Bradley   Core     4       2,448  
    USBM   Core     8       2,528  
1954     Bradley   Core     1       703  
    USBM   Core     11       1,752  
1955     USBM   Core     4       357  
1974     El Paso   Core     1       399  
      Rotary     1       200  
1975     El Paso   Core     3       833  
1982     Superior   Air Track     8       412  
1988     Hecla   RC     5       935  
1989     Hecla   RC     17       2,900  
          Totals     116       30,377  

 

Notes:
(1)       For clarity the numbers in the table have been rounded to the nearest whole number.

 

10.3.3            West End

 

Past drilling within the West End mineralized area was conducted with multiple methods by a number of different companies, all of which were reputable industry operators or contractors (Table 10.4). Core drilling was much less common than RC and Air Track drilling, but core sizes included HQ and NX. The RC drilling was conducted with buggy, track, and truck-mounted drills under dry and wet drilling conditions. The RC drill typically used a down-hole hammer with a 5.5-inch bit. Sample was collected through both center return hammers and also with conventional above-hammer RC interchanges, and then traveled up the center of the drill string so that minimal down hole and cross contamination could occur. Typically, the overburden in the mineralized area was very thin, and only a short section of casing was required. According to existing drill logs operators began plugging their drill holes in the mid 1980’s, prior to that time there was no hole-abandonment remediation required for previous drilling.

 

 

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Historically, a drill location was first laid out by the mine surveyors with a specified easting and northing, and then a drill pad was constructed. After the pad was completed, the collar point was re-established. Original surveyor’s records for most of the pre-Midas Gold drill holes are well preserved, and surveyed coordinates were verified against logs, as well as the dataset used in the resource models. Pre-Midas Gold drill hole collars were typically not preserved due to post-drilling mining operations in the area but some collars have been located by Midas Gold in its surveys and found to be accurate to within 3-15 ft. with some exceptions.

 

Table 10.4:           Pre-Midas Gold Drill Holes in the West End Deposit

 
Year     Operator   Type of Drilling   Holes     Feet  
1940     Bradley   Core     2       370  
1973     Twin Rivers Resources   Core     4       1,167  
1975     Superior   Core     2       607  
1976     Superior   Core     17       6,661  
      RC     12       1,080  
1977     Superior   Air Track     58       4,995  
      Core     24       6,618  
1978     El Paso   RC     1       100  
    Superior   Air Track     92       8,990  
      RC     50       9,608  
1981     El Paso   Air Track     35       1,660  
    Superior   RC     9       1,750  
1982     Superior   Air Track     26       1,131  
1983     Superior   RC     45       11,219  
      Rotary     28       3,124  
1984     Superior   RC     12       2,653  
1986     Pioneer   RC     31       6,913  
1987     Pioneer   Air Track     8       470  
      RC     76       16,670  
1988     Pioneer   RC     48       20,180  
1989     Pioneer   RC     79       32,939  
1990     Pioneer   RC     32       9,200  
1991     Pioneer   RC     32       11,615  
1992     Pioneer   RC     42       11,240  
1995     SMI   Core     2       305  
1996     SMI   Core     1       374  
      RC     59       20,780  
1997     SMI   RC     62       15,840  
          Totals     889       208,260  

 

Notes:
(1)       For clarity the numbers in the table have been rounded to the nearest whole number.

 

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10.3.4            Historic Tailings

 

Pre-Midas Gold drilling within the Historic Tailings area was conducted primarily for water quality monitoring purposes. Stibnite Mines Inc. is the only known operator to have drilled in this area and they used both RC and auger drilling techniques. They drilled 25 holes totaling 1,512 ft in 1994 and 1996.

 

10.3.5            Scout

 

Past drilling in the Scout area was conducted with multiple methods by a number of different companies (Table 10.5). Bradley generally drilled AX, EX and BX core while Pioneer and El Paso drilled BQ, BX, NX, and HQ. According to existing drill logs the overburden thickness in this area is variable and in some instances operators were forced to abandon drill holes as a result. There was no hole-abandonment remediation required at the time of the previous drilling.

 

Historic files do not always describe in detail the methods used for locating holes, but conventional survey methods tied to existing ground control were typically utilized. However the drill logs, plan maps, and sections illustrate the standards that existed at the time of exploration. Some of the pre-Midas Gold hole collars are still preserved and were surveyed and found to be within 3 - 6 ft of their expected locations. However, most collars were typically not preserved.

 

Table 10.5:         Pre-Midas Gold Drill Holes in the Scout Area

 

Year     Operator   Type of Drilling   Holes     Feet  
1947     Bradley   Core     3       660  
1948     Bradley   Core     1       405  
1954     Bradley   Core     4       1,532  
1955     Bradley   Core     2       1,123  
1974     El Paso   Core     3       1,148  
1975     El Paso   Core     2       1,289  
1978     Superior   Air Track     1       40  
1990     Pioneer   RC     2       715  
        Totals     18       6,912  

 

Notes:
(1)       For clarity the numbers in the table have been rounded to the nearest whole number.

 

10.3.6            Pre-Midas Gold Coordinates and Grid Conversions

 

Three common local mine grids were used for surveying hole locations by pre-Midas Gold operators: the Bradley, Ranchers, and Hecla grids. Some other grids were used, but they were able to be converted into one of the main three grid systems. Each of the three grid systems had a known conversion into 1927 Idaho State Plane.

 

Midas Gold has used two separate methods for grid conversion from historic coordinate systems. From the Project inception until 2013, coordinates were converted by first converting historic coordinates into the Hecla grid, then into 1927 Idaho State Plane, and finally into Universal Transverse Mercator North American Datum of 1983 (UTM NAD83) using software (Trimble Surveying Pathfinder and Aspen Software, Golden Software Surfer and/or ESRI ArcGIS). In 2013, Midas Gold contracted Russell Surveying, Inc., a licensed and registered professional surveyor in Idaho to create conversions from various grid systems directly into NAD83 UTM coordinates. Converted UTM collar coordinates were then plotted and compared to historic maps for hole placement and consistency. Several errors were addressed and in every instance the source of the error was discovered and corrected. The Midas Gold database uses the converted coordinates for plotting purposes, but retains original information for any future verification purposes.

 

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10.4               Midas Gold Drilling

 

In addition to the drilling performed by previous operators, Midas Gold has drilled 550 holes totaling approximately 326,274 ft of drilling distributed throughout the district during 2009 through 2013 (Table 10.6). Out of these holes, 506 were drilled within the current mineralized areas totaling approximately 316,039 ft. Drilling within the deposits by Midas Gold was planned to satisfy three main goals: (1) exploration of the Hangar Flats and West End mineralized areas (2) to confirm pre-Midas Gold drilling data and (3) to add infill drilling in the main deposit areas. Holes were drilled with RC, core, sonic, air track, and auger both as vertical and angle holes. Drill core sizes were generally HQ and NQ with a few PQ holes. Drill hole azimuths varied in all directions with dips ranging from -20° to -90°. The RC drill typically used a down-hole hammer with a 5.5-inch bit. Samples were collected through both center return hammers and also with conventional above-hammer RC interchanges, and then traveled up the center of the drill string so that minimal down hole and cross contamination could occur.

 

At Yellow Pine, the drilling has defined a large zone of anomalous gold, antimony and silver mineralization within the MCFZ and adjacent intrusive and, local sedimentary units. The mineralization is interpreted to follow two main orientations controlled by the MCFZ with related fractures and faults, and east-striking, high angle intersecting faults. The drill holes are generally located in a wide range of orientations with approximately 80 – 160 ft spacing within the deposit. They are typically oriented to the southeast or northwest, inclined steep to moderate. This orientation provides an oblique angle of intersection between the predominant planes of mineralization and the drill hole. Based on the wide range of drill hole orientations, some of the sample lengths do not represent true thickness of mineralization. In general, the drill hole intercept length is equal to or less than the true thickness of mineralization, as mineralization is broadly disseminated over significant widths and many drill holes bottom in mineralization (refer to Figure 7.5).

 

At Hangar Flats, drilling has defined a large zone of anomalous gold, antimony and silver mineralization within the MCFZ and adjacent intrusive units. The mineralization is interpreted to follow two main orientations controlled by both the MCFZ and northeast striking low angle splay faults. The drill holes are generally located in a wide range of orientations with approximately 100 - 210 ft spacing. The holes typically bear to the east or west, with some to the south, and are generally steeply to moderately inclined. This orientation provides an oblique angle of intersection between the predominant planes of mineralization and the drill hole. Based on the wide range of drill hole orientations, most of the sample lengths do not represent true thickness of mineralization. In general, the drill hole intercept length is greater than the true thickness of mineralization (refer to Figure 7.6).

 

At West End, drilling has defined a large zone of anomalous gold mineralization within the WEFZ and adjacent lithologic units. The mineralization is interpreted to follow two main orientations controlled by both the fault planes and stratigraphy. The drill holes are generally arranged in parallel at 65 - 100 ft spacing on section lines and inclined steeply to the northwest along parallel sections 100 ft apart. This orientation provides a high angle of intersection between the predominant structural plane of mineralization and the drill hole. Based on the wide range of drill hole orientations, most of the sample lengths do not represent true thickness of mineralization. In general, the drill hole intercept length is greater than the true thickness of mineralization (refer to Figure 7.7).

 

In the Historic Tailings, drilling has defined a flat-lying zone of fine-grained mine tailings of potentially economic grade. Drilling was completed with an auger rig using vertical holes with approximately 230 ft spacing which cross-cut the tailings perpendicular to the body. Due to the horizontal body of tailings being drilled by vertical holes, drill hole intercepts represent true thickness.

 

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At Scout, drilling has defined a north/south trending near vertical zone of antimony, gold and silver mineralization within and adjacent to the near vertical Scout fault. Mineralization is hosted within fracture zones and is not constrained to a specific lithology. The majority of drilling is widely spaced (approximately 275 – 400 ft) and is oriented to the east in attempts to drill across the main mineralized zone to obtain true thickness. In general, the drill hole intercept length is greater than the true thickness of mineralization.

 

Table 10.6:          Drilling by Area Completed by Midas Gold

 

Hole Type   Year     # Holes     Feet  
Yellow Pine 
Core     2011 - 2013       168       121,233  
RC     2011 - 2012       62       29,312  
Sonic     2011 - 2012       9       1,050  
Air Lift     2012       3       414  
    Totals       242       152,009  
West End
Core     2010, 2012 - 2013       34       28,837  
RC     2011 - 2012       18       9,493  
Air Lift     2012 - 2013       3       577  
    Totals       55       38,907  
Hangar Flats
Core     2009 - 2013       102       86,798  
RC     2012       23       15,675  
Sonic     2011 - 2012       10       2,286  
Air Lift     2012       6       949  
    Totals       141       105,708  
Historic Tailings
Sonic     2011 - 2012       4       520  
Air Lift     2012       1       60  
Auger     2013       42       3,206  
    Totals       47       3,786  
Scout
RC     2011 - 2012       5       4,310  
Core     2012 - 2013       16       11,319  
    Totals       21       15,629  

 

Notes:
(1)       For clarity the numbers in the table have been rounded to the nearest whole number.

 

10.5            Geotechnical and Hydrological Drilling

 

Several of the previous operators conducted geotechnical and hydrological drilling for various purposes and many of their records still exist. The existing geotechnical data has been used by Midas Gold for initial planning purposes and several of the previous wells are still being utilized for water supply and monitoring purposes. More recently Midas Gold drilled a total of 13 bedrock geotechnical holes, 10 soil geotechnical holes, and 62 holes for water monitor well installations (Figure 10.7). Four other core holes were also used for multi-level sampler installations for hydrogeological purposes. Technical consulting firms were contracted to plan and manage the geotechnical and hydrogeological programs. SRK Consulting was hired to oversee the geotechnical and hydrogeological drill campaign in 2011 - 2012 and MWH Global took over the hydrogeological campaign in 2012 - 2013.

 

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Figure 10.7:             Hydrological, Geotechnical, Metallurgical, and Condemnation Drilling

 

 

 

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Several of the holes drilled for geotechnical analysis in soils were also used to install water monitor wells; similarly, several of the holes drilled for water monitoring wells were also used for geotechnical analysis. For example, the hydrogeological holes shown on Figure 10.7 around the Historic Tailings area are currently being used for water monitoring purposes and are shown as such; however, these holes were drilled specifically to evaluate the geotechnical conditions beneath the potential Tailings Storage Facility. Geotechnical holes included bedrock core holes and overburden soil holes drilled with core, sonic, air track, and auger rigs. Water monitor wells were drilled with core, sonic, and RC rigs.

 

Core for the 13 bedrock geotechnical holes was drilled with split tubes and oriented using a Reflex ACT II tool. Whenever the drill was operating, geologists were onsite to log geotechnical data as the core was retrieved from the hole. Piezometers were installed down six of these holes and are presently collecting down hole data (Figure 10.7).

 

Monitor well holes included bedrock and alluvial wells. Well installation was carried out by SRK Consulting and MWH Global. Many of the water monitor wells were also logged for soil geotechnical purposes.

 

Ten auger holes were drilled in the vicinity of the potential plant site. These holes were drilled and logged solely for geotechnical purposes to aid in infrastructure construction considerations.

 

10.6               Metallurgical Drilling

 

Midas Gold drilled 11 holes specifically to collect samples for metallurgical sampling. Core size for these holes was PQ but was sometimes reduced to HQ as drilling conditions required. Quartered core from these holes was assayed for use in mineral resource estimation and the remainder submitted or retained for metallurgical work with a portion archived in the Midas Gold core storage facilities.

 

Additionally, samples were taken from 99 other core and auger holes to be used for metallurgical testing (Figure 10.7). These holes were generally drilled with HQ core and were selected to provide representative samples from each of the advanced stage deposits (Yellow Pine, West End, Hangar Flats, and Historic Tailings).

 

10.7               Condemnation Drilling

 

Condemnation drilling completed by Midas Gold focused on two specific areas of potential infrastructure and consisted of 4 holes (Figure 10.7). These holes were drilled with HQ tooling. Three holes were drilled at Scout from the same drill pad near the current shop and camp as dual-purpose condemnation/exploration testing a potential deposit. A 9-hole exploration drill program followed in this area. A single hole was also drilled south of Scout within potential infrastructure areas for condemnation.

 

10.8               Geological Logging

 

Geologic logging performed by Midas Gold utilized paper log sheets in 2009 - 2010 and digital logging methods in 2011 - 2013. In 2009 and 2010, geologic logging on paper was completed onsite after core was received from the drillers. Logs included both visual and written observations recording lithology, alteration, pertinent mineralogy, sulfide percentage, oxide intensity, and structures. These paper logs were digitally captured after the 2009 and 2010 field seasons.

 

In 2011 - 2013, preliminary core logging was completed on site and detailed logging was completed at the core logging facility in Lake Fork, ID. Preliminary geological logging performed at Stibnite after core was received from drillers identified general geology and alteration for hole-tracking and daily reporting purposes. This was followed up with detailed geologic logging using Microsoft Access digital logging forms. Pertinent geologic observations were digitally recorded including recovery, rock quality, lithology, alteration, mineralization, and structures. The Microsoft Access form was also used to record sample intervals and basic header information including azimuth, inclination, survey coordinates, logging geologist, drilling contractor, etc. Once logging was completed for a hole, the completed log was added to Midas Gold’s Microsoft Access database after data verification.

 

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Reverse circulation chip logging in 2011 and 2012 was completed using paper logs either at the drill rig or at the Stibnite core facility. These paper logs were later entered digitally using Microsoft Access logging forms and the logs were added to the database.

 

10.9               Drilling Recovery

 

In general, both RC and core recovery was good for all drilling completed by Midas Gold. Core recovery averaged 92.6 %, and RC recovery was good to excellent. Whenever the RC drilling encountered voids, recovery suffered significantly, and if it could not be regained, the hole was terminated.

 

Numerous studies and statistical evaluations have been performed by Midas Gold staff testing the relationship between recovery and grade across the Project for both Pre-Midas Gold drilling and recent drilling conducted by Midas Gold. No significant relationship could be found.

 

Cyclicity issues were identified within a small number of the RC holes drilled by Midas Gold. Individual intervals were analyzed and those showing cyclicity were flagged for omission in mineral resource modeling. Problematic intervals were only identified and flagged in a small number of RC holes which were all drilled in 2011 and, as a result, these holes were excluded from resource estimation.

 

10.10            Rock Quality Designation

 

Rock Quality Designation (RQD) is a measure of naturally occurring fractures in a rock and was applied to all core drilled by Midas Gold since the beginning of the 2010 drilling program, starting with hole MGI-10-12. Approximately 95% of Midas Gold’s core drill holes were measured for RQD between 2009 and 2013. RQD was measured as the sum of all complete core fragments with lengths greater than 3.9 in (10 cm) in a given core run with > R1 hardness value (will not crumble under a firm blow with the point of a geologic hammer) over the length of the core run. Lengths were measured along the centerline of the core, ignoring fault gouge or other low competency material and paying close attention to mechanical breaks from drillers boxing the core, as these are not naturally occurring fractures.

 

10.11            Drill Hole Collar Surveys

 

During the 2009-2013 Midas Gold drilling programs, drill sites were located using handheld Global Positioning System (GPS) receivers. Drill hole orientations were calculated based on actual drill collar locations to ensure that holes were properly oriented. Alignment stakes were set and drill alignments surveyed using conventional survey tools or in some cases a Brunton-style compass.

 

Once holes were completed, the collar was marked with a cement cap containing a steel pin attached to a steel chain extending above ground surface with a tag identifying the drill hole number. Between 2009 - 2012, a professional surveyor was used to survey the final collar locations. In 2013, a high-precision GPS was utilized by onsite geologists to survey final drill hole collar coordinates with an estimated accuracy of ± 2 ft.

 

10.12            Down Hole Surveys

 

Down hole surveys were performed on core holes using a number of survey instruments including: an acid etch clinometer, tropari, and a Reflex EZ-Shot tool to measure deviation from the collared orientations. Surveys were generally taken every 200 ft down hole with some exceptions due to lost or collapsed holes.

 

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Survey values were received from drill contractors on paper logs and were entered into GEMS Logger by the logging geologist for each individual hole. Magnetic declination corrections were applied by GEMS logger based on the declination correction entered by the logging geologist. Declination corrections were modified at least annually based on changing magnetic declination.

 

10.13            Sample Length and True Thickness

 

Sample length was a set value for the RC (5 ft) and auger drilling (5 - 10 ft within spent ore material, 2 ft within tailings). For core drilling, sample length was determined by the geological relationships observed in the core and was generally 5 - 7.5 ft. Changes in lithology and mineralization were used as sample breaks, and regular sample intervals were used within lithologic units and intervals of similar mineralization intensity.

 

In general, the deposits show broadly disseminated mineralization with a few major structural boundaries. As these are not vein deposits, the term “true thickness” is difficult to apply due to the entirety of the rock mass being potential ore-grade material. However, an attempt was made to drill across major structures to test their effect on mineralization. Based on the wide range of drill hole orientations, many of the sample lengths do not represent true thickness of mineralization. In general, at Hangar Flats and West End the drill hole intercept length is greater than the true thickness of mineralization. At Yellow Pine, the drill hole intercept length is generally less than true thickness.

 

10.14            Core, Cuttings, Reject and Pulp Storage

 

Core and cuttings were received by Midas Gold personnel from the drilling contractors and remained under supervision until shipped to Midas Gold’s core logging facility in Lake Fork, ID. Once in Lake Fork, core and cuttings were stored within the Midas Gold core logging facility which is supervised during the work day and locked when vacant (nights and weekends). After core was logged and sampled, the remaining halved core was stored either in Midas Gold’s Lake Fork buildings, in Midas Gold’s Cascade warehouse, or behind a secured chain-link fenced compound at the Cascade warehouse. Rejects were stored in the same locations. Once pulps were received back from the assay labs, they were stored by Midas Gold at the Lake Fork facility. Rejects are stored inside of the chain-link fence at the warehouse in Cascade. Additionally, some core being held for future metallurgical sampling is being stored in a secure refrigerated truck behind the chain-link fence in Cascade. All storage locations remain locked when no Midas Gold personnel are present and have restricted access. In Cascade, both the fence and the warehouse remain locked.

 

Throughout 2014 Midas Gold relocated their Lake Fork facilities. Employee office facilities were moved to their current location in Donnelly, ID. Consequently all core, pulp, rejects, and additional samples at their Lake Fork facility have been moved to secure indoor and outdoor storage at the Cascade warehouse detailed above. All storage locations remain locked when no Midas Gold personnel are present.

 

Going forward, Midas Gold intends for all samples to be cut and logged at their onsite facilities and stored at their indoor and outdoor Cascade warehouse facilities.

 

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SECTION 11 TABLE OF CONTENTS

 

SECTION         PAGE

 

11 Sample preparation analysEs and security 11-1

 

11.1 Sampling Methods 11-1

 

11.1.1 Pre-Midas Gold Sampling 11-1

 

11.1.2 Reverse Circulation Drill Sampling 11-1

 

11.1.3 Core Drill Sampling 11-1

 

11.1.4 Sonic and Auger Drill Sampling 11-1

 

11.2 Security and Chain of Custody 11-2

 

11.3 Density 11-2

 

11.4 Analytical Labs and Methods 11-3

 

11.4.1 Assay Laboratories 11-3

 

11.4.2 Metallurgical and Geochemical Laboratories 11-4

 

11.5 Sample Preparation and Analysis 11-4

 

11.6 Database Verification 11-5

 

11.7 Quality Assurance and Quality Control 11-5

 

11.7.1 QA/QC Pre-Midas Gold 11-5

 

11.7.2 QA/QC by Midas Gold (2009-2012) 11-6

 

11.7.3 QA/QC by Midas Gold (2012-2013) 11-6

 

11.7.4 Blanks QA/QC 11-7

 

11.7.5 Standard Reference Materials QA/QC 11-7

 

11.7.6 Field Duplicates QA/QC 11-9

 

11.7.7 Pulp Duplicates QA/QC 11-9

 

11.7.8 Check Assays QA/QC 11-10

 

11.7.9 Work Order Evaluation and Corrective Actions 11-12

 

11.8 Conclusions 11-12

 

SECTION 11 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 11.1: Off-Site Assay Laboratories Used by Pre-Midas Gold Operators 11-3
     
Table 11.2: Analytical Laboratories Used by Midas Gold 11-3
     
Table 11.3: Metallurgical and Geochemical Testing Laboratories Used by Midas Gold 11-4
     
Table 11.4: Pre-Midas Gold QA/QC Measures and Insertion Rates 11-6
     
Table 11.5: Midas Gold QA/QC Measures and Insertion Rates within Mineralized Zones 11-6
     
Table 11.6: Work Orders and Revisions by Year 11-12

 

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SECTION 11 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 11.1: Blank Performance – Gold 11-7
     
Figure 11.2: Certified Gold Standards 11-8
     
Figure 11.3: Certified Antimony Standards 11-8
     
Figure 11.4: Field Duplicates 11-9
     
Figure 11.5: ALS Pulp Duplicates 11-10
     
Figure 11.6: Blind Rejects Assays 11-11
     
Figure 11.7: QQ Plot of Pulp Check Assays 11-12

 

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11            Sample preparation analysEs and security

 

This section provides an overview of the sample preparation, analyses, and security procedures used by Midas Gold; where available similar information is also provided for pre-Midas Gold activities.

 

11.1            Sampling Methods

 

Throughout the last 85 years, multiple drilling and sampling methods have been used across the district by pre-Midas Gold operators as well as Midas Gold. Sampling methods have varied based on the era and the type of drilling.

 

11.1.1            Pre-Midas Gold Sampling

 

Early operators generally sampled drill core and sludge while later operators drilled and sampled either core or reverse circulation chips. Later operators used modern wire-line core drilling methods resulting in better core recovery. Reverse Circulation (RC) drill holes were drilled under both wet and dry conditions and samples collected from a cyclone or similar splitter. Sample lengths, regardless of the drilling campaign, were generally 5 ft in length, although many sample intervals were selected based on changes in lithology or changes in intensity of alteration and mineralization. Few documents have survived to describe sample preparation methods and little to no chain of custody records for previous operators are available.

 

11.1.2            Reverse Circulation Drill Sampling

 

Midas Gold RC holes were cased into competent bedrock and drilled wet. Samples were collected every five feet and holes flushed and cleaned between samples with water and drilling products. Sampled material was collected from a cyclone splitter into plastic totes. A flocculent was added if necessary and, after settling, the excess clear water was decanted off and the remaining sample was poured into labeled sample bags. QA/QC samples were inserted at the rig by the rig geologist and typically included 1 certified standard, 1 blank and 1 cyclone splitter reject every 100 ft. (i.e. every 20th sample). Sample bags were placed into larger rice bags which were placed into bulk storage sacks and shipped to Lake Fork, ID for shipping to the laboratory. Pre-numbered bar codes were utilized for sample numbering.

 

11.1.3            Core Drill Sampling

 

From the beginning of the core drilling program in 2009 through 2011, core was generally sampled on 5 ft intervals with sample breaks made at significant changes in lithology or intensity of alteration and/or mineralization. Beginning in 2012, sample intervals for core were based on the logging geologist’s interpretation of the intensity of mineralization for example; if core was mineralized, samples were selected in 6.5 ft lengths; if core was not mineralized samples were selected in 7.5 ft lengths. The core logging geologist marked the core with a lumber crayon to provide a line for the core sawyer to split veins and joints into representative halves. Half of the cut core was placed into canvas sample bags, which were placed into labeled rice bags, and then placed into bulk storage sacks for shipment to the laboratory. Typically, sampling was conducted in batches of 40 samples including 2 certified standards, 2 blanks, and 2 quarter-core duplicates. Pre-numbered bar codes were utilized for sample numbering.

 

11.1.4            Sonic and Auger Drill Sampling

 

Sonic drilling samples were collected by the drilling contractor and placed into plastic sleeves which were set into cardboard boxes. This material was sampled in a manner similar to drill core samples.

 

Auger samples were collected in a split tube and split in half by the geologist. Material was composited into 10 ft samples within the SODA material and 2 ft samples within the tailings material and then placed into canvas sample bags. The other half of the tailings samples were retained and placed in wooden core boxes. In the Historic Tailings, at least one sample in 35 of the 42 drill holes was taken as a Shelby sample for specific gravity and particle size analysis. The geologist inserted one standard and one blank into the sample set for each hole within the tailings. The split tube was washed thoroughly between samples to prevent cross-contamination.

 

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11.2            Security and Chain of Custody

 

All samples were kept under direct supervision of Midas GoId staff and its contractors or within locked facilities. Changes in custody were accompanied by signed and dated Chain of Custody (COC) forms.

 

RC and auger samples were bagged at the drill rig and prepped for shipment to the assay lab under supervision of the rig geologist. RC and auger samples were shipped to the Lake Fork logging facility in bulk storage bags accompanied by a signed COC form detailing drill hole numbers, footages, sample numbers, and the shipment date.

 

Drill core was picked up at the drill rig by the site geologist while performing the daily rig inspections. After inspecting the core boxes for errors, a COC was completed documenting the transfer of core from the rig to the Stibnite core shack. Often the initial COC would be documented on the driller’s daily log and included the box numbers, footages, date, and geologist’s name and signature. At the core shack, a summary log was completed to verify and record box numbers, footages, lithology, mineralization and other rock characteristics. Upon completion of the summary log, the core was prepared for shipping to the Lake Fork logging facility by Midas Gold staff or contractors. When shipped, core was accompanied by a signed COC form detailing the hole numbers, footages, box numbers, and shipment date.

 

Once the core or samples were received at the Lake Fork facility, the receiver checked the COC for errors and stored the core for future logging/sampling in a secured site which was locked when no personnel were present. Once detailed logging and sampling of core was complete, the samples were prepped for shipping, bagged in rice bags, and taped shut with tamper-proof security tape. Each shipment was accompanied by another COC form to the assay lab. Upon receipt, the lab then verified that the security tape was undisturbed and completed the COC form.

 

11.3            Density

 

In 2010, Midas Gold sent 61 samples from the 2009 and 2010 drilling campaign to ALS Chemex Labs, Ltd. (ALS) for density determination using a paraffin wax coating. Beginning in 2011, density measurements for core material were determined using hydrostatic weighing. Measurements were collected by Midas Gold geologists on approximately 0.5 ft core intervals every 50-200 ft downhole, or within different lithologic units, totaling 3,196 intervals. Four hundred ninety-six of these density samples were also submitted to ALS for density determination with paraffin wax coating. ALS results compared to measurements by Midas Gold showed a root mean squared coefficient of variation (RMS CV; a statistical tool routinely used to determine precision through using the quadratic mean of the relative standard deviation for each pair) of 0.98%, indicating there was no significant difference between the in-house measurements and third-party, independent certified lab results for density.

 

For the unconsolidated material within the Historic Tailings, 35 samples were sent to Strata Geotechnical Testing Laboratories in Boise, ID for density determination using the ASTM D2937 method. This method involves collecting an in-situ sample using a drive-cylinder with a known volume, weighing the sample, and calculating the density of the collected material.

 

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11.4            Analytical Labs and Methods

 

There is little documentation of the sample preparation, analysis, and security for most samples from pre-Midas Gold operators. USBM utilized a government laboratory and analyzed drill core and sludge using a conventional 30 g fire assay pre-concentration method followed by gravimetric analysis. Other operators used several assay laboratories (both for primary and check assays) with CN-leach assays followed by atomic Absorption (AA) for oxide mineralization and conventional fire assay techniques for sulfide mineralization. Bradley drilling sludge samples were analyzed using conventional fire assay techniques in company owned Yellow Pine and Boise laboratories. Table 11.1 shows the various analytical labs used by different operators. The various analytical methods utilized at various laboratories by pre-Midas Gold operators had different lower detection limits, upper reporting limits and sensitivities which are documented in the company’s database and archives.

 

Table 11.1:      Off-Site Assay Laboratories Used by Pre-Midas Gold Operators

 

Laboratory Location Operator Year
T.S.L. Laboratories Limited Spokane, WA, USA El Paso 1973, 1978
Superior 1975-1978, 1981
Union Assay Salt Lake City, UT, USA Ranchers 1973, 1975-1978 1982, 1984
Bondar Clegg BC, Canada Superior 1976
North Vancouver, BC, Canada SMI 1995-1996
Rocky Mountain Geochemical Corp. Midvale, UT, USA Superior 1976-1977
Reno, NV, USA Ranchers 1983-1984
Monitor Geochemical Laboratory Elko, NV, USA Superior 1978
Hazen Research Golden, CO, USA Ranchers 1982
Peter Mack Wallace, ID, USA Ranchers 1982
South Western Assayers and Chemists Tucson, AZ, USA Ranchers 1982
Mountain States Research and Development AZ, USA Ranchers 1982-1984
Silver Valley Osburn, ID, USA Superior 1983
Hunter Sparks, NV, USA Pioneer 1986-1988
ALS Chemex Labs Inc. N. Vancouver, BC, Canada Hecla 1989
Barrick 1992
SVL Analytical Inc. Kellogg, ID, USA SMI 1997

 

11.4.1            Assay Laboratories

 

Midas Gold utilized multiple laboratories for assay, check assay, and metallurgical work in both the US and Canada. All labs were ISO 17025 or 9001 certified. Table 11.2 summarizes the assay laboratories used by Midas Gold for sample analysis from 2009 to 2014. A total of four labs have been used in the United States and Canada for primary and check assays.

 

Table 11.2:     Analytical Laboratories Used by Midas Gold

 

Laboratory Location Certification/
Accreditation
Use Year
ALS

Elko, Reno, and Winnemucca, NV, USA;

Vancouver, BC, Canada

ISO 17025:2005

ISO 9001:2008

Primary Lab 2009-Present 2009 - 2014
American Analytical
Services (AAS)
Osburn, ID, USA ISO 17025 Check Assays 2010, 2012-2013
Inspectorate Reno, NV, USA ISO 9001:2008 Check Assays 2009, 2012-2014
SGS Canada, Inc. Vancouver, BC, Canada

CAN-P-1579

17025:2005

Check Assays 2014

 

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11.4.2            Metallurgical and Geochemical Laboratories

 

Table 11.3 summarizes the laboratories used by Midas Gold for analysis from 2010 to 2014. A total of eight labs have been used in the United States and Canada for metallurgical and geochemical testing.

 

Table 11.3:     Metallurgical and Geochemical Testing Laboratories Used by Midas Gold

 

Laboratory Location Certification/Accreditation Use Year
SGS Canada, Inc. Lakefield, ON, Canada;
Vancouver, BC, Canada
CAN-P-1579, CAN-P-1587,
CAN-P-4E (ISO/IEC
17025:2005)
Primary
Metallurgical
Testing Lab
2010-2014
Kingston Process Metallurgy, Inc. Kingston, ON, Canada n/a Metallurgical
Testing
2013-2014
Pocock Industrial, Inc. Salt Lake City, UT, USA n/a Metallurgical
Testing
2013-2014
McClelland Laboratories Sparks, NV, USA EPA ID #:  NV00933 Geochemical
Testing
2012-2014
Western Environmental Testing Laboratory Sparks, NV, USA EPA ID #:  NV000925 Geochemical
Testing
2012-2014
SVL Analytical Kellogg, ID, USA EPA ID #:  ID000019 Geochemical
Testing
2013-2014
Inter-Mountain Laboratories Sheridan, WY, USA EPA ID #:  WY00005 Geochemical
Testing
2014
Dynatec Labs Fort Saskatchewan, Alberta,
Canada
ISO/IEC 17025; 2005 Metallurgical
Testing
2012

 

11.5            Sample Preparation and Analysis

 

Midas Gold samples were received and weighed by the primary assay lab. Core samples were prepared based on laboratory specifications which involved being pulverized to 70% passing a ¼ inch mesh (6 mm) and dried at a maximum of 140 degrees Fahrenheit (60 degrees Celsius). Dried material was split and crushed to 70% passing No. 10 mesh, split again, and pulverized to 85% passing No. 200 mesh. Material passing through the No. 200 mesh was then run with four primary analytical techniques.

 

Multi-element analysis was done by a 4-acid digestion followed by inductively coupled plasma atomic emission spectroscopy (ICP-AES) for 33 elements with an Hg add-on. Every 20th sample was digested in aqua regia followed by an inductively coupled plasma mass spectrometry (ICP-MS) finish for 51 elements with a fluorine add-on. Arsenic had a 5 parts per million (ppm) lower detection limit and a 10,000 ppm upper reporting limit. Samples reporting > 10,000 ppm As were re-analyzed by using a digestion in 75% aqua regia followed by an ICP-AES finish with a lower detection limit of 0.01% and an upper reporting limit of 60%. Antimony had a 5.0 ppm lower detection limit and a 10,000 ppm upper reporting limit. Samples reporting values > 500 ppm Sb were re-analyzed using 0.9 g sample added to 9.0 g Lithium Borate flux mixed well and fused in an auto fluxer. A disc was prepared from the melt and analyzed using X-ray fluorescence spectroscopy with a lower detection limit of 0.01% (100 ppm) and an upper reporting limit of 50%. Sulfur had a 0.01% lower detection limit and a 10% upper reporting limit. Samples reporting values > 2% S were re-analyzed by using a 0.01 – 0.1 g sample in a Leco sulfur analyzer using an Infrared (IR) detection system with a 0.01% lower detection limit and a 50% upper reporting limit.

 

All gold assays were performed using a 30 g fire assay charge followed by an atomic absorption spectroscopy (AAS) finish with a 0.005 ppm lower reporting limit and a 10 ppm upper reporting limit. Samples reporting values > 6 ppm were re-analyzed using a 30 g fire assay charge followed by a gravimetric finish with a 0.05 ppm lower reporting limit and a 1,000 ppm upper reporting limit. Samples reporting values >10 ppm were analyzed by metallic screen method with a 0.05 ppm lower reporting limit and a 1,000 ppm upper reporting limit.

 

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Silver was analyzed via the initial multi-element ICP-AES analysis with a 0.5 ppm lower detection limit and a 100 ppm upper reporting limit. Samples reporting values > 10 ppm Ag were reanalyzed using a 4-acid digestion followed by an ICP-AES or AA finish with a 1.0 ppm lower detection limit and a 1,500 ppm upper reporting limit. Samples reporting values > 750 ppm Ag were reanalyzed using a 50 g fire assay charge followed by a gravimetric finish with a 5 ppm lower detection limit and a 10,000 ppm upper reporting limit.

 

11.6            Database Verification

 

The Midas Gold database administrator has multiple measures in place to check the database for errors. Interval verification tools are run regularly to check for intervals that are overlapping or out of sequence. Digital assay data are received from the primary assay laboratory and are imported directly into the database. Assay data in the database are periodically verified against a master assay spreadsheet and original laboratory analytical reports to prevent assay value errors. Furthermore, sample number ranges are examined for unreasonable differences that may indicate sample switches or typing errors.

 

As part of the development of the PEA, SRK checked 88% (28,692 records) of the assay intervals in the database versus original data files delivered by ALS, from the first drill hole, MGI-09-01, to MGI-12-210 (210 total holes) and found 14 errors in assay data which were all corrected. Also, as part of the PEA, SRK verified the core logging information in the database of 21 random holes versus the original logs as filled out by the core logger. Post PEA database verifications are summarized in Section 12.

 

11.7            Quality Assurance and Quality Control

 

Pre-Midas Gold operators conducted various QA/QC programs for both their drilling and mine assay operations. Some records of QA/QC measures may not have survived to be reviewed by Midas Gold. However, Section 11.7.1 details the records that Midas Gold has collected and catalogued.

 

Midas Gold exercised strict and rigorous QA/QC protocols throughout the different drilling campaigns. Periodically these protocols were assessed for adequacy and improved accordingly.

 

11.7.1            QA/QC Pre-Midas Gold

 

Pre-Midas Gold operators had varying QA/QC programs, but not all records have survived. QA/QC data available for each operator from existing records are detailed in Table 11.4, where insertion rate is detailed for drilling conducted by that operator. Historic reports indicate that Bradley used duplicates and standards as QA/QC measures at Hangar Flats, but exact insertion rates are unknown.

 

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Table 11.4:     Pre-Midas Gold QA/QC Measures and Insertion Rates

 

Company   Deposit   Check(2)     Reject(3)     Rerun(4)     Standard     Blank     Totals(1)  
Pioneer   West End     1.74 %     5.54 %     0.07 %     8.67 %     -       16.02 %
SMI   West End     2.00 %     -       2.56 %     1.27 %     0.35 %     6.18 %
Superior   West End     10.57 %     -       0.56 %     1.25 %     -       12.38 %
Pioneer   Yellow Pine     -       -       -       18.35 %     -       18.35 %
Ranchers   Yellow Pine     4.42 %     6.44 %     -       -       -       10.86 %
Superior   Yellow Pine     1.19 %     -       -       -       -       1.19 %
Barrick   Yellow Pine     3.88 %     -       -       -       -       3.88 %

 

Notes:
(1)       Percentages stated are based on QA/QC analyses recovered from historical files and are likely not comprehensive.
(2)       Check assays were performed at third party laboratories.
(3)       Rejects consisted of a combination of sample rejects and sludge samples run at internal and third party laboratories.
(4)       Rerun assays were performed at internal laboratories.

 

11.7.2            QA/QC by Midas Gold (2009-2012)

 

Midas Gold initially created a QA/QC program in 2009 to provide adequate confidence in the data collection and processing. As part of the development of the PEA, SRK consulting examined the performance of Midas Gold’s QA/QC program from 2009 through June 2012. SRK determined that performance of certified blanks was good but the locally sourced in-house blanks performed poorly. No significant bias was determined to be present in core duplicates. RC field rejects were determined to exhibit no significant bias and good reproducibility. No evidence of systematic analytical bias was observed in standards.

 

11.7.3            QA/QC by Midas Gold (2012-2013)

 

Following review by SRK in 2012, Midas Gold revised its QA/QC program. New protocols incorporated additional blank materials and certified antimony standards, discontinued use of non-certified reference materials, increased insertion rates for antimony standards, increased use of second lab check assays, and initiated use of blind reject samples. Table 11.5 shows the insertion rates of various QA/QC measures used in Midas Gold drilling since the beginning of 2012, which may overlap slightly with the period reported in the PEA. QA/QC measures are described in sections below. Insertion rates were determined within mineralized zones that were defined by gold grades greater than 0.5 g/t.

 

Table 11.5:     Midas Gold QA/QC Measures and Insertion Rates within Mineralized Zones

 
Year   Deposit   Assays   Field
Duplicates
  Pulp
Duplicates
  Check   Reject   Standard   Blank   Totals
2012   Yellow Pine   1300   2.77%   5.38%   21.00%   3.62%   6.31%   4.92%   44.00%
  Hangar Flats   364   3.30%   3.57%   7.42%   4.40%   7.14%   5.77%   31.60%
  West End   406   4.93%   5.42%   14.53%   5.17%   5.42%   4.68%   40.15%
  Scout   643   4.98%   5.44%   1.87%   0.00%   6.53%   4.67%   23.49%
                                     
2013   Yellow Pine   1117   4.66%   5.64%   3.67%   3.22%   9.13%   4.39%   30.71%
  Hangar Flats   194   5.15%   5.15%   3.61%   3.61%   9.79%   4.12%   31.43%
  West End   64   4.69%   7.81%   6.25%   6.25%   4.69%   7.81%   37.50%
  Historic Tailings   557   0.00%   4.85%   8.44%   0.00%   7.36%   1.97%   22.62%
  Scout   9   0.00%   0.00%   0.00%   44.44%   0.00%   0.00%   44.44%

 

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11.7.4            Blanks QA/QC

 

Midas Gold used a total of 2,374 blanks in the sample stream, 312 of which were certified (Figure 11.1). Non-certified in house blanks were composed of locally sourced, unmineralized quartzite, basalt, and granite.

 

Upon evaluation, blanks reporting values below 0.025 ppm Au were considered satisfactory. Certified blanks reported 100% of values under this limit and non-certified blanks reported 86% of values under this limit. The only blank material utilized since the PEA was locally sourced Miocene basalt which exhibited a failure rate of 1.1%, with two samples assaying and re-assaying above 0.5 ppm gold.

 

Figure 11.1:     Blank Performance – Gold

 

 

 

11.7.5            Standard Reference Materials QA/QC

 

In post-PEA drilling, Midas Gold began to decrease the use of non-certified gold standards, as well as increase use of certified antimony standards. Insertion rate of standards typically exceeded 5% for drilling within all deposits. Midas Gold used a total of 1,588 certified gold standards, 1,021 non-certified gold standards, and 499 certified antimony standards (Figure 11.2, Figure 11.3). Some antimony standards were not certified at the time of use, but subsequently received certification.

 

Upon evaluation, standards reporting within two standard deviations of the expected value were considered satisfactory. Standards were flagged for evaluation when reporting between two and three standard deviations from the expected value and flagged as failed when reporting over three standard deviations. Standards flagged for evaluation were re-run on a case-by-case basis while the procedures for standards flagged as failed are described in Section 11.7.9. Certified gold standards reported 95% of values within satisfactory limits, non-certified gold standards reported 96% of values within satisfactory limits, and certified antimony standards reported 99% of values within satisfactory limits.

 

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Figure 11.2:     Certified Gold Standards

 

 

 

Figure 11.3:     Certified Antimony Standards

 

 

 

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11.7.6            Field Duplicates QA/QC

 

Midas Gold generated 1,778 quarter core duplicates from core holes of which 1,055 were above 0.025 ppm by gold fire assay and 102 were above 0.05% antimony. Reproducibility for quarter core duplicates was fair for both gold and antimony with a RMS CV of 21.1% for gold and 29.7% for antimony however the correlation coefficients for both are excellent at 0.94 (i.e. 1 is perfect). In addition, removal of outliers significantly improves the RMS CV.

 

Midas Gold generated a total of 536 RC field rejects of which 365 were above 0.025 ppm by gold fire assay, and 19 were above 0.05% antimony. Reproducibility for RC field rejects was poor to fair for both gold and antimony with an RMS CV of 23.5% for gold and 18.8% for antimony, respectfully. Figure 11.4 shows a scatter plot of both field duplicate types. The correlation coefficient for the gold trendline is 0.88 and warrants investigation in the future and should be considered for planning of future drill programs. As there are only 19 data points with which to compare for the antimony and the removal of one outlier bringing the correlation coefficient from 0.33 to 0.97, it appears that there is good agreement. Future anomalous values should be re-assayed.

 

Figure 11.4:     Field Duplicates

 

 

 

11.7.7            Pulp Duplicates QA/QC

 

ALS prepared one pulp duplicate for every twenty samples submitted. A total of 2,896 pulp duplicates were produced and assayed of which 1,646 were above 0.025 ppm for gold and 143 were above 0.05% antimony. Reproducibility for pulp duplicates was excellent for gold with an RMS CV of 6.8% and reproducibility was good to moderate for antimony with an RMS CV of 10.3%. Figure 11.5 shows scatter plots of the original assay values versus the pulp duplicate values.

 

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Figure 11.5:     ALS Pulp Duplicates

 

 

 

11.7.8            Check Assays QA/QC

 

Midas Gold re-submitted 822 rejects with new sample numbers to ALS for assay to test for reproducibility and consistency (blind rejects). Out of the submitted rejects, 757 were above 0.025 ppm by gold fire assay and 99 were above 0.05% antimony by x-ray fluorescence (XRF). Within these parameters, the RMS CV for gold was 5.5% and the RMS CV for antimony was 9.4%, both values showing good reproducibility. A scatterplot of these values is shown on Figure 11.6.

 

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Figure 11.6:     Blind Rejects Assays

 

 

 

Pulps were submitted to three different ISO certified laboratories for umpire assays as a cross check of ALS performance including: American Assay Labs, Inspectorate, and SGS. A total of 988 pulps were submitted to Inspectorate for gold fire assay of which 957 were above 0.025 ppm. The average percent difference between the Inspectorate assay and the reported ALS assay was -4.73%. Of these samples, 97 were also assayed for antimony of which 51 exceed 0.05% antimony. The average percent difference between ALS and Inspectorate antimony assays for these samples was -5.77%. A total of 1,003 pulps were submitted to AAS for gold fire assay of which 904 were above 0.025 ppm and 80 samples were assayed for antimony that exceeded 0.05%. The average percent difference between the AAS assay and the reported ALS assay was 4.44% for gold and 22.96% for antimony. Removal of samples outliers reduces the average difference to 9%. It appears that there may have been sample numbering issues or possibly poor assay methods by the lab itself.

 

SGS analyzed 92 samples of which 53 were assayed for gold only and 39 were assayed for gold and antimony. Ninety-one samples were above 0.025 ppm gold and 13 samples were above 0.05% antimony. The average percent difference between the SGS assay and the reported ALS assay for gold was 1.49% and for antimony was -0.08%. Figure 11.7 shows the QQ plot of umpire laboratory check assays of pulps.

 

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Figure 11.7:     QQ Plot of Pulp Check Assays

 

 

 

11.7.9            Work Order Evaluation and Corrective Actions

 

Assay shipments containing samples, duplicates, standards and blanks are grouped as work orders. Beginning in 2012, each standard and blank within ALS work orders was systematically evaluated using the criteria discussed in Sections 11.7.4 and 11.7.5. Work orders for 2011 were retroactively evaluated. Upon evaluation, several work orders contained standards or blanks which failed. Failed standards or blanks were re-assayed along with the 5 samples sequentially above and below the failure. Some work orders required assay revisions and others contained results that were confirmed by re-assay. When necessary, ALS would re-issue revised certificates and the Midas Gold database was updated accordingly. Table 11.6 summarizes the total and revised work orders by year.

 

Table 11.6:     Work Orders and Revisions by Year

 

Year     Work Orders     Flagged Work Orders     Work Orders with Original Results Confirmed     Revised Work Orders  
2011       189       27       23       4  
2012       325       52       42       10  
2013       82       6       3       3  

 

11.8            Conclusions

 

Sample collection, preparation, analysis and security for all Midas Gold drilling are consistent with appropriate methods for disseminated gold–antimony–silver deposits:

 

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· Midas Gold drill programs included insertion of blank, duplicate and standard reference material samples;

 

· Midas Gold QA/QC program results do not indicate any problems with the analytical programs or procedures;

 

· Midas Gold data are subject to validation, which includes checks on lithology data, mineralization/alteration data, sample numbers, and assay data. The checks are appropriate and consistent with industry standards;

 

· independent data audits have been conducted, and indicate that the sample collection and database entry procedures are acceptable; and

 

· all core has been catalogued and stored in secure designated areas and is appropriately safeguarded against weather.

 

Where historical data are available, sample collection, preparation, analysis, and security for pre-Midas Gold drill programs, are generally considered to have used accurate methods for disseminated gold–antimony–silver deposits but can only be partially verified with appropriate supporting QA/QC results. The QP is of the opinion that the quality and reliability of the sample collection methods, sample security protocols, sample preparation and gold, antimony, and silver analytical data from the pre-Midas Gold drilling programs is sufficient to support their use in Mineral Resource and Mineral Reserve estimation with the exception of certain holes flagged and determined to be unreliable due to lack of supporting data, poor sample quality, lack of survey control, inappropriate analytical methods or reporting limits or obvious bias. This assumption of validity is based on various reviews including analysis and inspection of original drill logs, assay certificates, paired data analysis between pre-Midas Gold drilling and Midas Gold drilling, assessment of geological continuity between pre-Midas Gold and Midas Gold drill holes, density of drilling, available pre-Midas Gold operator laboratory check assays and standards and inter-hole continuity.

 

The QP is of the opinion that the quality of the gold, antimony, and silver analytical data from Midas Gold drill programs is sufficiently reliable to support their use in Mineral Resource and Mineral Reserve estimation with the exception of certain reverse circulation holes that are flagged for exclusion due to cyclicity issues.

 

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SECTION 12 TABLE OF CONTENTS

 

SECTION   PAGE

 

12 data verification 12-1

 

12.1 Introduction 12-1

 

12.2 Midas Gold Data Reviews 12-1

 

12.3 Pre-Midas Gold Drill Hole Data 12-2

 

12.3.1 Hangar Flats 12-3

12.3.2 West End 12-3

12.3.3 Yellow Pine 12-4

12.3.4 Historic Tailings 12-7

 

12.4 Conclusions 12-7

 

SECTION 12 LIST OF TABLES

 

TABLE DESCRIPTION PAGE

 

Table 12.1: Summary of Pre-1955 Drilling Campaign Evaluations for Hangar Flats 12-3
     
Table 12.2: Summary of Post-1973 Drilling Campaign Evaluations for West End 12-4
     
Table 12.3: Summary of Post-1973 Drilling Campaign Evaluations for Yellow Pine 12-5
     
Table 12.4: Summary of Pre-1953 Drilling Campaign Evaluations for Yellow Pine 12-6

 

 

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12                 data verification

 

12.1              Introduction

 

Data verification programs have been undertaken by numerous independent consultants and by Midas Gold personnel, as discussed in previous NI 43-101 technical reports (SRK, 2011; SRK, 2012) and performed subsequently. This section summarizes the verification work performed on data and practices for both historical and current data. The Independent Qualified Person (QP), Garth Kirkham, P. Geo., believes that the datasets used for the mineral resource estimates are validated and verified as adequate for the estimation of mineral resources for each of the respective deposits.

 

The QP visited the Lake Fork, Idaho offices and facilities on April 23 - 25, 2014 and subsequently visited the site, facilities and surrounding areas on July 13 - 16, 2014.

 

The tour of the offices, core logging and storage facilities showed a clean, well-organized, professional environment. Onsite staff led Kirkham through the chain of custody and methods used at each stage of the logging and sampling process. All methods and processes are to industry standards and best practices and no issues were identified.

 

Four complete drill holes were selected by Kirkham and laid out at the core storage area. Site staff supplied the logs and assay sheets for verification against the core and the logged intervals. The data correlated with the physical core and no issues were identified. In addition, Kirkham toured the complete core storage facilities. No issues were identified and recoveries appeared to be very good.

 

The site visit entailed inspection of the shops, offices, reclaimed drill sites, the Yellow Pine, Hanger Flats and West End mineral resource areas along with the outcrops, historic drill collars and areas of potential disturbance for potential future mining operations. In addition, the site visit included a tour of the village of Yellow Pine, ID, which is the most likely populated area to be affected by any potential mining operation along with surrounding environs.

 

Kirkham is confident that the data and results are valid based on the site visit and inspection of all aspects of the Project, including methods and procedures used.

 

It is the opinion of Kirkham that all work, procedures, and results have adhered to best practices and industry standards required by NI 43-101. No duplicate samples were taken to verify assay results, but Kirkham is of the opinion that the work is being performed by a well-respected company and management that employs competent professionals that adhere to industry best practices and standards. Kirkham also notes that authors of prior technical reports (SRK, 2011; SRK, 2012) collected duplicate samples and had no issues.

 

12.2              Midas Gold Data Reviews

 

Midas Gold professional personnel have constructed and maintained the drill hole and geologic solids databases in-house since Project inception. A database geologist is supervised by an on-site resource geologist who is responsible and accountable for all of the data stored in the drill hole database and GEMCOM project directories. At intervals, Midas Gold has augmented, revised, and corrected its database in the following respects:

 

1. new drilling information from ongoing campaigns;

 

2. addition of cyanide soluble gold assays for West End drill holes completed by Midas Gold;

 

3. addition of QA/QC from previous gaps and ongoing Midas Gold drilling;

 

4. pre-Midas Gold drilling collar coordinate revisions and minor changes to Midas Gold hole collars;

 

5. corrections to Barrick Gold Corporation (Barrick) down hole surveys;

 

 

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6. addition of lithology codes for certain pre-Midas Gold drill holes;

 

7. revision of below-detection assay value assignments;

 

8. assay precision changes;

 

9. naming of hole pre-collars and elimination of duplicates; and

 

10. numerous minor changes and additions to database tables and structures.

 

Midas Gold and its contractors have conducted numerous audits of manual inputs of pre-Midas Gold drill hole information from original paper log copies. In-house audits completed by Midas Gold geologists include a 100% audit of drill hole collar locations (March, 2013), a 5% audit of pre-Midas Gold assay records (January, 2013), a 100% audit of gold assays and lithology records for the West End Deposit (April, 2013) and a 100% audit of USBM assay records for the Yellow Pine Deposit. In addition, Midas Gold routinely electronically verifies assay records in the drill hole database against original electronic laboratory certificates. Independent contractors completed a 1% audit of pre-Midas Gold assay records against the original paper log copies and a 5% audit of Midas Gold assay records against PDF lab certificates (February, 2014) and a 100% electronic audit of Midas Gold Yellow Pine assay records against original electronic lab certificates.

 

12.3              Pre-Midas Gold Drill Hole Data

 

Historical drill holes on the Stibnite Gold property comprise 58% of the drill hole database by length and utilized a range of drilling, sampling and assaying methods over an 80 year period. Some historical drill data sets are characterized by factors which may impact the accuracy of the assay results including small diameter core, poor core recovery, assaying of sludge or sludge + core, reverse circulation or rotary drilling methods, disparate assay and analytical methods, and other factors. Midas Gold and its contractors have completed numerous projects to assess the accuracy of the historic drill hole data and evaluate what data sets are appropriate for estimation of mineral resources.

 

Midas Gold and previous operators on the property have conducted extensive confirmation drilling programs which provide the basis for statistical and graphical comparisons. Generally, confirmation drilling has tested areas previously drilled by the historical operators, but twinning of specific holes has been limited due to logistical restrictions based on post-mining topography and lack of access to historical underground development workings. Results of the statistical comparisons are typically reviewed using quantile-quantile plots, histograms and descriptive statistics.

 

Paired sample analysis has been employed at all three bedrock deposits to assess population characteristics of assay data for different drill programs. The analysis selects samples or composites from two drill data sets within a specified radius of one another (typically 10 to 30 m) and compares either: (a) all possible sample pairings; or (b) only the nearest unique sample pairings. The methodology comparing all sample pairings accentuates any clustering in the input data. A comparison of nearby samples selects sample groups representative of similar regions of the deposit by flagging all data points within a specified radius of samples in the comparative data set. Unlike paired sample analysis for all possible pairings, the populations for comparison can have different numbers of data points.

 

Nearest neighbor cell declustering utilizes a nearest neighbor estimation to assign grades to small blocks (typically 3 to 5 m cubes) within a specified anisotropic search radius from different sample or composite data sets. Blocks receiving an estimate from both data sets are compared statistically.

 

In an effort to achieve a more realistic cell size, data comparisons within drill “panels” takes the length weighted average grade of samples occurring within rectangular blocks or panels (typically 42 x 42 x 6 m) aligned approximately parallel to mineralization and orthogonal to drill holes.

 

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Kriged blocks in common use standard linear geostatistical estimation methods to estimate mineral resource model block grades using the different drill data sets. Blocks estimated from each dataset are compared statistically.

 

12.3.1          Hangar Flats

 

Data evaluation at Hangar Flats focused on the pre-1955 historical drill holes consisting of three campaigns which comprise approximately 22% of the overall Hangar Flats database. These include the 1929 BMC-series underground core holes, circa 1950s MC-series underground and surficial core holes drilled by the Bradley, and circa 1950s DMA-series underground holes drilled by the USBM. These historical drill holes were BX-EX diameter, have core recoveries <50% and assayed sludge only.

 

12.3.1.1         Comparison of Pre-1955 Drilling Campaigns

 

The 1929 BMC-series underground drill holes at Hangar Flats are excluded from the mineral resource estimation process due to insufficient supporting information, poor core recoveries and uncertain assay methodologies of the period. The 1950s DMA series holes were reviewed graphically relative to Midas Gold drill holes and selected holes were excluded if assays were not corroborated by Midas Gold drilling or if assays did not adequately define the limits of the mineralized zones. Some MC-series drill holes were excluded from the mineral resource estimation dataset due to incomplete sample data. The remaining 38 MC-series and 22 DMA-series holes were evaluated relative to the combined Midas Gold and Hecla assay data using paired sample analysis methods, as summarized in Table 12.1. Results for gold indicate good agreement between data sets within 5 m but substantial high bias for pairs within 10 m. High bias in the historical underground holes is attributed to different orientations of the drill holes, with many Midas Gold drill holes drilled at a low angle to the MCFZ, while underground holes were drilled in more favorable orientations across relatively narrow high-grade zones in the underground development workings.

 

Table 12.1:     Summary of Pre-1955 Drilling Campaign Evaluations for Hangar Flats

 

    Search     # Pairs     # Holes     Mean Gold Grade (g/t)     Mean Antimony Grade (%)  
Method   Radius (m)     Gold     Antimony     Modern     Historic     Modern     Historic     Modern     Historic  
Paired samples
(nearest)
    5       96       -       16       14       1.61       1.69       -       -  
Paired samples
(nearest)
    10       376       167       31       25       1.22       1.62       0.08       0.34  
Paired samples
(all)
    10       3,653       -       35       31       0.97       1.53       -       -  

 

Paired sample analysis for antimony indicates substantial high bias in the historic data sets, which is potentially also attributed to drill hole orientation. Because they are more favorably oriented to the steeply dipping mineralization in the MCFZ than the Midas Gold and Hecla data, and also because they comprise only 11% of the data set at Hangar Flats, the pre-1955 MC- and DMA-series drill holes are retained for the purposes of mineral resource estimation for gold and antimony but are subjected to a strategy which limits their influence, effectively mitigating the impact of the potential assay bias with tighter spatial constraints on mineralization.

 

12.3.2          West End

 

The West End database contains 889 historical drill holes completed by a variety of operators using numerous drilling methods. Of these, 260 are air-track and rotary holes that are omitted from the dataset used for resource estimation. The remaining historical holes consist primarily of RC holes drilled by Pioneer and Superior, and core or RC holes drilled by Superior. Drill holes were evaluated using the paired sample analysis and blocks-in-common methods with results summarized in Table 12.2. With the exception of one analysis with very few samples, all campaigns yield means within +/- 10%, demonstrating that the fire-assay data for the historical campaigns is unbiased relative to the Midas Gold data and is suitable for the purposes of resource estimation.

 

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Table 12.2:     Summary of Post-1973 Drilling Campaign Evaluations for West End

 

        Search     # Pairs     # Holes     Mean Gold Grade (g/t)  
Method   Campaigns   Radius (m)     Gold     Modern     Historic     Modern     Historic  
Paired sample analysis   Midas Gold vs Superior   10       497       2       5       1.76       1.91  
Paired sample analysis   Midas Gold vs Pioneer   10       4,543       27       25       0.56       0.53  
Paired sample analysis   Midas Gold vs Superior   10       602       7       7       1.07       0.67  
Kriged blocks in common   Midas Gold vs Pioneer   40       27,968       -       -       0.625       0.562  
Kriged blocks in common   Midas Gold vs Superior   40       19,568       -       -       0.731       0.693  

 

12.3.3          Yellow Pine

 

The historic Yellow Pine drill hole database contains 768 historical drill holes which can be broadly divided into pre-1953 small diameter core holes and post-1973 core and RC drill holes.

 

12.3.3.1         Comparison of Post-1973 Drilling Campaigns

 

The post-1973 drill holes within the central region of the Yellow Pine Deposit were drilled by Ranchers and Barrick. Within the Homestake area of the Yellow Pine Deposit, north of 4,976,600 m, historical data sets consist primarily of drilling by Hecla and Ranchers, with a small number of Superior drill holes. Comparison results for gold are summarized in Table 12.3 and generally indicate good agreement of both Ranchers and Barrick gold assays with Midas Gold data. Ranchers antimony assays compare well to Midas Gold but Barrick antimony appears to be low-biased, presumably due to assaying of antimony on longer 12.19 m (20 ft) intervals. A comparison of the Hecla 1980s RC drill holes with Midas Gold data illustrates varying degrees of high-bias in the Hecla gold data set. To further evaluate this difference, Hecla data was compared to Ranchers data as the drilling covers a similar area and the Ranchers data shows good agreement with the Midas Gold data. These comparisons indicate a persistent high-bias in the Hecla data with respect to both Midas Gold and Ranchers data.

 

To quantify the potential impact of high-biased Hecla data on the mineral resource estimate, a model sensitivity analysis was run for the Homestake domain only and indicated a ~3% increase in contained gold ounces (~11,000 oz Au) with inclusion of the Hecla data versus the Hecla data removed. It was decided to retain the Hecla data in the final dataset for mineral resource estimation because the change in contained metal is not significant, and because removal of the data would force the model to extrapolate grade across greater distances.

 

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Table 12.3:     Summary of Post-1973 Drilling Campaign Evaluations for Yellow Pine

 

        Search     # Pairs     Mean Gold Grade (g/t)  
Campaigns   Method   Radius (m)     Gold     Midas Gold     Historic  
Midas Gold vs Post-1973 (all)   Paired samples     5       251       2.08       2.32  
Midas Gold vs Post-1973   Nearby samples     20       566 / 798       2.55       2.11  
(Central Yellow Pine)   Nearby samples     40       1,526 / 2,050       2.26       2.32  
Midas Gold vs Barrick   Nearest neighbor declustering     20       16,573       1.83       1.78  
(Central Yellow Pine)   Drill panel comparison     42 x 42 x 6       92       2.26       2.49  
Midas Gold vs Ranchers   Nearest neighbor declustering     20       14,732       2.40       2.41  
(Central Yellow Pine)   Drill panel comparison     42 x 42 x 6       83       2.45       2.39  
  Nearby samples     20       369 / 185       1.38       1.12  
Midas Gold vs Ranchers   Nearby samples     40       551 / 298       1.16       1.05  
(Homestake area)   Nearest neighbor declustering     20       5,306       1.34       1.27  
    Drill panel comparison     20       16       1.00       1.13  
    Nearby samples     20       459 / 271       1.45       1.41  
Midas Gold vs Hecla   Nearby samples     40       760 / 447       1.41       1.57  
(Homestake area)   Nearest neighbor declustering     20       7,930       1.12       1.50  
    Drill panel comparison     42 x 42 x 6       34       1.36       2.19  
Ranchers vs Hecla   Declustered mean grade     N/A       569 / 688       1.17       1.38  
(Homestake area)   Kriged blocks in common     60 x 45 x 25       3,259       1.19       1.52  

 

12.3.3.2         Comparison of Pre-1953 Drilling Campaigns

 

The pre-1953 drill holes at Yellow Pine consist of Bradley and USBM drill holes, primarily drilled in the 1940s. Both the Bradley and USBM drill holes are commonly characterized by poor core recoveries associated with small diameter core and drilling technology utilized at the time, unverifiable surveyed drill hole positions, absence of a documented quality control program and sampling of sludge only (Bradley) or sludge + core (USBM). For the USBM drill holes, the Midas Gold database contains the weighted average grade based on the dry weight of core and sludge as calculated by the USBM and preserved on historic log-sheets. The averaging method applies a weighted average grade but does not incorporate the theoretical recovery based on the hole diameter and drill bit annulus, as was standard practice at the time. Midas Gold, Barrick and Ranchers drill hole data show good agreement for gold, and Midas Gold and Ranchers show good agreement for antimony and these data sets are respectively utilized for evaluation of the these metals in the pre-1953 drill holes.

 

A total of 187 pre-1953 drill holes were flagged by Midas Gold and removed from the dataset including the 1920s Bradley churn drill holes, holes missing critical collar or assay data, and holes for which positions could not be verified on historic maps and cross sections. The remaining 179 pre-1953 drill holes were statistically evaluated on an overall basis, within specific regions of the deposit, and within sub-groups based on period and drill hole series, and surface versus underground collar positions.

 

The USBM drill holes consist of 52 surficial holes drilled in 1939 and 1940. As summarized in Table 12.4, the USBM drilling campaigns generally compare well to Midas Gold and post-1973 campaigns for both gold and antimony. For the central region of Yellow Pine, comparison methods indicate historic assays are within +/- 10% of post-1973 data. Within the southern region of the Yellow Pine Deposit, comparisons indicate both high- and low-bias using different methods, which is attributed to the limited number of samples and spatial bias rather than any persistent analytical bias. USBM drill holes were therefore retained in the dataset and used for the purposes of mineral resource estimation.

 

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Table 12.4:     Summary of Pre-1953 Drilling Campaign Evaluations for Yellow Pine

 

            Search     # Pairs     Mean Gold Grade (g/t)  
Campaigns   Comparisons Method     Radius (m)       Gold       Midas Gold       Historic  
USBM   Modern vs USBM
(All)
  Paired samples     5       61       1.65       1.61  
    Nearby samples     40       2,808 / 866       2.35       2.12  
  Modern vs USBM
(YP South)
  Nearby samples     20       33 / 62       2.59       0.84  
    Nearby samples     40       58 / 152       2.54       0.78  
  Midas Gold vs USBM
(YP South)
  Nearest neighbor declustering     20       3,598       0.63       1.40  
    Drill panel comparison     42 x 42 x 6       6       0.79       1.03  
  Midas Gold vs USBM
(YP Central)
  Nearest neighbor declustering     20       12,643       2.15       2.30  
    Drill panel comparison     42 x 42 x 6       49       2.42       2.53  
  Modern vs USBM
(YP Central)
  Nearby samples     20       916 / 737       2.34       2.37  
    Nearby samples     40       2,106 / 1,132       2.33       2.34  
                                         
Bradley
Drill Holes
  Modern vs Bradley
(All)
  Paired samples     5       125       2.01       2.76  
  Modern vs B-series
(All)
  Nearby samples     20       1,338 / 462       2.47       2.52  
  Modern vs B-series
(YP Central)
  Nearby samples     20       1,289 / 410       2.48       2.65  
    Nearby samples     40       2,724 / 746       2.37       2.30  
  Midas Gold vs Bradley
(YP Central)
  Nearest neighbor declustering     20       21,753       2.45       2.77  
  Midas Gold vs Bradley
(YP South)
  Nearest neighbor declustering     20       1,438       1.59       1.65  
    Drill panel comparison     42 x 42 x 6       3       1.94       1.97  
  Midas Gold vs Bradley
(Homestake)
  Nearest neighbor declustering     20       3,709       1.12       1.8  
  Midas Gold & Barrick vs
Bradley 1940s surf. (YP Central)
  Nearest neighbor declustering     20       33,361       2.50       2.57  
    Drill panel comparison     42 x 42 x 6       169       2.55       2.84  
  Midas Gold & Barrick vs Bradley
1950s surf. (YP Central)
  Nearest neighbor declustering     20       6,166       2.27       1.95  
      Drill panel comparison     42 x 42 x 6       12       2.20       2.00  
                                         
Bradley
Underground
Drill Holes
  Modern vs T-series UG
(YP Central)
  Nearby samples     20       824 / 899       2.74       2.94  
    Nearby samples     40       1,802 / 1,371       2.25       2.74  
  Midas Gold & Barrick vs Bradley
1940s U.G. (YP Central)
  Nearest neighbor declustering     20       17,404       2.58       2.77  
    Drill panel comparison     42 x 42 x 6       44       2.47       2.59  
  Midas Gold & Barrick vs Bradley
1950s U.G. (YP Central)
  Nearest neighbor declustering     20       7,508       2.39       2.92  
    Drill panel comparison     42 x 42 x 6       16       2.83       3.16  
  Bradley Surf. vs Bradley
U.G. (YP Central)
  Nearby samples     10       64 / 97       3.27       3.39  
    Nearby samples     20       170 / 296       2.19       2.71  

 

The Bradley drill holes can be subdivided into the T-series (underground) and B-series (surficial and underground), and into those drilled in 1940 versus those drilled in the late 1940s and early 1950s. When compared to all Bradley holes not omitted previously, the post-1973 data is low-biased by between 5% and 40% within the central and southern regions of the deposit for gold while the Bradley drill holes are substantially high-biased in the Homestake (northern) region. A comparison of only the surficial holes reduces the apparent assay bias in the Bradley data considerably and some comparison methods indicate a low bias relative to the modern data sets. The underground drill holes consistently show good agreement with modern data at shorter distances with an increasingly positive bias at larger comparative distances. This same relationship is demonstrated relative to the Bradley surficial drill holes, which is attributed to the location of these holes being within the higher-grade regions of the deposit rather than to any persistent analytical or sampling bias in the underground drill holes.

 

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For antimony, the Bradley drill holes show a consistently high-bias relative to Midas Gold and Ranchers drill holes using both statistical methods and graphical comparison. This is attributed to assay tailing within sludges below mineralized zones, which is much more significant with antimony than with gold.

 

Based on the results discussed above, the surficial Bradley and USBM holes were retained for use in the gold mineral resource estimate within the central and southern regions of the deposit; however, the Bradley drill holes in the Homestake region were removed. The underground drill holes were also retained, but their range of influence was restricted to 12 m in the gold mineral resource estimate. In addition, the Bradley drill holes are not utilized in the antimony estimate at all. To quantify the potential impact of pre-1953 data on the mineral resource estimate, model sensitivities were run with various combinations of historic data. The sensitivity incorporating the final data set used for the purposes of mineral resource estimation indicates a 4% increase in total contained gold when compared to using only the post-1973 data, which is well within acceptable limits.

 

12.3.4          Historic Tailings

 

The Historic Tailings database contains 25 historic auger drill holes drilled by Stibnite Mines Inc. (SMI) in the 1990s, in addition to drilling completed by Midas Gold. The historical holes have cyanide assays only and were not utilized in the mineral resource estimate.

 

12.4             Conclusions

 

Kirkham visited the Lake Fork, ID offices and facilities on April 23 - 25, 2014 and subsequently visited the site, facilities and surrounding areas on July 13 - 16, 2014. During these visits, no issues were identified and all procedures and protocols were to industry standards as expected for a North American operation at the pre-feasibility stage of development.

 

The datasets employed for use in the mineral resource estimates are a mix of historic data and current, modern data. There is always a concern with respect to validity of the historic data and extensive validation verification must be performed in order to insure that the historic data may be relied upon.

 

Kirkham reviewed extensive validation and verification procedures and results performed by external consultants and by Midas Gold in order to ensure validity of the Mineral resource estimates and for classification purposes. The methods and procedures performed by Midas Gold were carried-out with great care, and were supervised and approved by Kirkham, which entailed detailed analysis and resulted in sub-sets of data being excluded or, in some cases, being flagged so as reduce their influence due to any potential bias.

 

It is the opinion of Kirkham that the data used for estimating the Mineral Resources for the Hanger Flats, West End, Yellow Pine and Historic Tailings deposits is adequate for this purpose and may be relied upon to report the Mineral Resources and Mineral Reserves contained in this Report.

 

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SECTION 13 TABLE OF CONTENTS

 

SECTION PAGE

 

13 mineral processing and metallurgical testing 13-1
       
13.1 Introduction 13-1
       
13.2 Sample Selection and Composite Preparation 13-1
       
13.3 Grinding Characterization 13-5
       
13.4 Mineralogy 13-6
       
13.5 Yellow Pine Deposit 13-8

 

13.5.1 Historical Metallurgy 13-8
13.5.2 Flotation 13-8
13.5.3 Gold Concentrate Upgrading for Sales 13-13
13.5.4 Leaching of Flotation Tailings 13-13
13.5.5 Pressure Oxidation of Concentrates and Cyanide Leaching of Residues 13-13
13.5.6 Yellow Pine Oxides 13-14

 

13.6 Hangar Flats Deposit 13-14

 

13.6.1 Historical Metallurgy 13-14
13.6.2 Flotation 13-14
13.6.3 Gold Concentrate Upgrading for Sales 13-19
13.6.4 Leaching of Flotation Tailings 13-19
13.6.5 Pressure Oxidation of Concentrates and Cyanide Leaching of Residues 13-19
13.6.6 Hangar Flats Oxides 13-20

 

13.7 West End Deposit 13-20

 

13.7.1 Historical Metallurgy 13-20
13.7.2 Flotation 13-21
13.7.3 Gold Concentrate Upgrading for Sales 13-23
13.7.4 Leaching of Flotation Tailings 13-23
13.7.5 Pressure Oxidation of Concentrates and Cyanide Leaching of Residues 13-23
13.7.6 Whole Ore Cyanidation 13-24
13.7.7 Variability Testing 13-24

 

13.8 Historic Tailings Reprocessing 13-25

 

13.8.1 Flotation 13-26
13.8.2 Leaching Studies 13-27

 

13.9 Metallurgical Prediction 13-29

 

13.9.1 Antimony Flotation 13-29
13.9.2 Flotation and Direct Leaching of Gold 13-30
13.9.3 Silver 13-38
13.9.4 POX Leach Loss 13-39
13.9.5 Soluble Gold Loss 13-39
13.9.6 Metallurgical Summary 13-39

 

13.10 Metallurgical Opportunities 13-41

 

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13.10.1 Tungsten Recovery 13-41
13.10.2 Finer Primary Grind 13-41
13.10.3 Elimination of POX Countercurrent Decantation Circuit 13-41

 

13.11 Alternative Processes 13-42

 

13.11.1 Antimony Concentrate Processing 13-42
13.11.2 Gold Concentrate Processing 13-43

 

SECTION 13 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 13.1: Primary Metallurgical Composites for Testing 13-5
     
Table 13.2: Grinding Characterization Samples 13-6
     
Table 13.3: Discrete and Solid Solution Gold Mineralogy 13-7
     
Table 13.4: Distribution of QEMSCAN Modal Abundances 13-7
     
Table 13.5: Yellow Pine Antimony Rougher Flotation Recoveries 13-9
     
Table 13.6: Yellow Pine Gold Rougher Flotation Recoveries 13-10
     
Table 13.7: Antimony and Gold Flotation from Yellow Pine High Antimony Samples 13-11
     
Table 13.8: Gold Flotation from Low-Antimony Yellow Pine Samples 13-11
     
Table 13.9: ICP, WRA, and Halide Analysis of Yellow Pine Concentrates 13-12
     
Table 13.10: Yellow Pine Flotation Tailings Leach Extractions 13-13
     
Table 13.11: Hangar Flats Antimony Rougher Flotation Results 13-15
     
Table 13.12: Hangar Flats Gold Rougher Flotation Results 13-16
     
Table 13.13: Antimony and Gold Flotation from the Hangar Flats High Antimony Composite 13-17
     
Table 13.14: Gold Flotation from Hangar Flats Low Antimony Composite 13-17
     
Table 13.15: ICP, WRA and Halide Analysis of Hangar Flats Concentrates 13-18
     
Table 13.16: Gold Flotation of Sulfide Concentrate from West End Sulfide Samples 13-22
     
Table 13.17: ICP, WRA and Halide Analysis of West End Sulfide Gold Cleaner Concentrate 13-22
     
Table 13.18: Variability Testing on West End Samples 13-24
     
Table 13.19: Head Grade and Particle Size Analyses of Historic Tailings Composites 13-25
     
Table 13.20: Historic Tailings Cleaner Test Results with Yellow Pine Flowsheet 13-27
     
Table 13.21: Flotation Tailings Leach Results on Historic Tailings Composites 13-28
     
Table 13.22: Flotation of Blended Yellow Pine Early Production Feed and Historic Tailings 13-28
     
Table 13.23: Comparison of PEA and PFS Flowsheet Flotation Recoveries to POX Feed 13-35
     
Table 13.24: Comparison of PEA and PFS Flowsheet Flotation Tailings Leach Gold Extraction 13-36
     
Table 13.25: Silver Recovery Predictions 13-38

 

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Table 13.26: PFS Metallurgical Recovery Prediction Equations Through POX and Leach 13-40
     
Table 13.27: Summary of Slurry Washing Effects on Cyanidation 13-42
     
Table 13.28: Assays of Historic Concentrates Sent to Roaster 13-44
     
Table 13.29: Summary of Batch BiOx® Testwork Results 13-46

 

SECTION 13 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 13.1: Sources of Samples for Yellow Pine and West End Metallurgical Testing 13-2
     
Figure 13.2: Sources of Samples for Hangar Flats Metallurgical Testing 13-3
     
Figure 13.3: Sources of Samples for Historic Tailings Metallurgical Testing 13-4
     
Figure 13.4: Leach Gold Extraction vs Sulfur Grade for Hangar Flats Oxide and Transition Samples 13-20
     
Figure 13.5: Antimony Rougher Metallurgical Prediction 13-29
     
Figure 13.6: Yellow Pine Antimony Head Grade vs Antimony Rougher Gold Loss 13-30
     
Figure 13.7: Yellow Pine Gold Head Grade vs Rougher Unit Recovery 13-31
     
Figure 13.8: Yellow Pine Sulfur Head Grade vs Rougher Concentrate Recovery and Grade 13-31
     
Figure 13.9: Yellow Pine High Antimony Sample Gold Head Grade vs Rougher Concentrate Sulfur Grade 13-32
     
Figure 13.10: Hangar Flats Gold Head Grade vs Antimony Rougher Gold Loss 13-32
     
Figure 13.11: Hangar Flats Feed Sulfur Head Grade vs Gold Rougher Flotation Gold Recovery 13-33
     
Figure 13.12: Hangar Flats Gold Rougher Concentrate Sulfur Recovery Prediction 13-33
     
Figure 13.13: Hangar Flats Sulfur Head Grade vs Rougher Sulfur Grade 13-34
     
Figure 13.14: Hangar Flats Feed Sulfur Grade vs Flotation Tailings Gold Leach Unit Recovery 13-35
     
Figure 13.15: West End Flotation Gold Recovery vs Whole Ore Geochemical Leach Gold Extraction 13-36
     
Figure 13.16: West End Flotation Tailings Leach vs Whole Ore Geochemical Leach Gold Extraction 13-37
     
Figure 13.17: West End Metallurgical Laboratory Whole Ore Leach vs Geochemical Leach Gold Extraction 13-37
     
Figure 13.18: Historic Tailings Sulfur Head Grade vs Process Parameters 13-38

 

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13            mineral processing and metallurgical testing

 

13.1         Introduction

 

Metallurgical testing has been conducted on samples from the Yellow Pine, Hangar Flats, West End and the Historic Tailings deposits. This work has included extensive mineralogical studies and developmental metallurgical test work on various ore types from each of the deposits. Despite the differences in the deposits, developmental metallurgical testwork has been able to identify a flowsheet that proved successful when applied to each of the deposits, making it possible to design a single plant that can process all ores from the Project as they are mined.

 

An auriferous pyrite recovery flotation circuit was developed to process the low antimony sulfide ores of all three deposits. This circuit consisted of roughers and a single stage of cleaning with scavenging, with scavenger tailings operating with the option to flow closed circuit back to the primary ball mill (preferred option). At times, the rougher concentrates may meet the pressure oxidation (POX) requirements and not require further cleaning.

 

When antimony-rich sulfide ores are being processed, a smaller antimony recovery circuit would be operated ahead of pyrite flotation. To produce saleable stibnite concentrate, this circuit requires roughing followed by two stages of cleaning, with the antimony 1st cleaner tailings recombining with the rougher tailings to feed the pyrite circuit. The antimony 2nd cleaner tailings are returned to the 1st cleaner feed.

 

Additionally, test work was initiated to assess the ability to reject carbonate-bearing (CO3) minerals from the gold concentrates of the carbonate-rich West End Deposit, which interfere with the ability to pressure oxidize the concentrates without pre-acidulation. West End sulfide ores can successfully produce concentrate with a POX friendly carbonate to sulfur ratio through one stage of cleaning; to maintain gold recovery, a scavenger and recirculation of scavenger tailings to the primary mill for reprocessing is recommended.

 

Developmental leaching test work was also undertaken on the West End oxide ores as well as on select flotation tailings produced from partially oxidized mineralization from Hangar Flats and West End. West End oxide leach studies indicate that 96% of the extracted gold leaches in the first six hours. Leach studies on the flotation tailings from Hangar Flats and West End indicate that gold in the flotation tailings are also fast leaching and could contribute substantially to gold recovery.

 

Below can be found a description of the grindability of the materials and the mineralogy of the deposits. Following this, for each deposit, a brief reference to past operations and testwork on ores and samples from each deposit is made followed by a summary of the metallurgical test data.

 

13.2         Sample Selection and Composite Preparation

 

Approximately 800 core samples from the Yellow Pine, Hangar Flats and West End deposits were delivered from the site to SGS Vancouver for mineralogical and metallurgical studies during 2013 and 2014. Sonic and auger samples from the Historic Tailings Deposit and geochemical laboratory assay reject samples from the West End Deposit were also tested. The sources of the samples from the deposits are shown on Figure 13.1, Figure 13.2 and Figure 13.3.

 

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Figure 13.1:     Sources of Samples for Yellow Pine and West End Metallurgical Testing

 

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Figure 13.2:     Sources of Samples for Hangar Flats Metallurgical Testing

 

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Figure 13.3:     Sources of Samples for Historic Tailings Metallurgical Testing

 

 

 

From these samples, a variety of composites were created for various testing and characterization purposes (Table 13.1). A few composites were used that were remaining from the PEA program, as were some of the concentrate products tested. In addition, some 114 variability composites were created, including 43 from Yellow Pine, 11 from the Yellow Pine early production zone, 27 from Hangar Flats, 12 from the Historic Tailings Deposit and 16 from West End, in part to assess the variability in bulk mineralogy across the deposits.

 

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Table 13.1:     Primary Metallurgical Composites for Testing

 

Comp.
ID
Description No. of
Tests
Purpose Head Grades
Au (g/t) Ag (g/t) As (%) Sb (%) S(t) (%) W (%)
SubA1 HF Global 12 Used PEA concentrate for testing 3.49 6.3 0.690 0.190 1.34 n/a
SubA2 WE Global 12 Used PEA concentrate for testing 2.05 2.5 0.330 0.010 0.89 n/a
SubA3a YP High Sb 3 Used PEA concentrate for testing 2.87 1.5 0.450 0.190 1.47 n/a
SubA3b YP Low Sb 9 Used PEA concentrate for testing 2.18 2.2 0.370 0.010 0.97 n/a
I HF high tungsten 7 PEA Comp - Scoping tungsten recovery 2.31 185.0 0.180 13.00 6.06 1.600
YP104 YP 7 Scoping tungsten recovery 1.51 15.4 0.180 0.820 1.41 0.420
P2 Dup Comp P (YP) 16 PEA comps for production of Au concentrate 2.25 n/a 0.370 0.000 1.08 n/a
YPH YP High Sb 39 Flowsheet development, locked cycle tests 2.14 4.1 0.244 0.380 1.03 n/a
YPL YP Low Sb 25 Flowsheet development, locked cycle tests 1.82 2.8 0.353 0.043 0.99 n/a
HFH HF High Sb 42 Flowsheet development, locked cycle tests 1.96 8.6 0.390 0.500 1.03 n/a
HFL HF Low Sb 26 Flowsheet development, locked cycle tests 1.60 2.3 0.460 0.035 0.81 n/a
WES WE Sulfide 23 Flowsheet development, locked cycle tests 1.79 1.7 0.218 0.027 0.65 n/a
WEO WE Oxide 11 Oxide leach development 0.91 1.3 n/a n/a 0.04 n/a
S06 HT High Sb 4 Flotation and leach confirmation testing 1.44 <10 0.099 0.871 0.61 0.070
S24 HT Low Au 9 Scoping flotation and leach testwork 0.98 4.0 0.092 0.140 0.43 0.016
S25 HT Avg Au 9 Scoping flotation and leach testwork 1.12 3.0 0.150 0.160 0.36 0.029
S26 HT High Au 10 Scoping flotation and leach testwork 1.51 3.8 0.180 0.220 0.29 0.023
HTL HT Low Au 4 Flotation and leach confirmation testing 0.78 <10 0.091 0.074 0.18 0.012
HTM HT Avg Au 6 Flotation and leach confirmation testing 1.17 <10 0.150 0.230 0.37 0.033
HTH HT High Au 6 Flotation and leach confirmation testing 1.31 <10 0.170 0.170 0.28 0.021
EP1 Early YP Low Sb 3 Flotation and leach confirmation testing 2.87 n/a 0.602 <0.01 1.36 n/a
EP2 Early YP Low Sb 3 Flotation and leach confirmation testing 0.90 n/a 0.518 <0.01 1.29 n/a
EP3 Early YP Low Sb 3 Flotation and leach confirmation testing 2.94 n/a 0.226 0.070 1.01 n/a
EP4 Early YP Low Sb 3 Flotation and leach confirmation testing 2.40 n/a 0.264 <0.01 0.91 n/a
EP5 Early YP High Sb 4 Flotation and leach confirmation testing 2.53 n/a 0.577 0.540 1.41 n/a
EP6 Early YP High Sb 3 Flotation and leach confirmation testing 2.97 n/a 0.588 0.180 1.66 n/a
EP7 Early YP High Sb 3 Flotation and leach confirmation testing 3.35 n/a 0.316 0.930 1.74 n/a
EPL Early YP Low Sb 2 Confirmatory flotation, locked cycle tests 2.22 3.4 0.425 0.030 1.21 n/a
EPH Early YP High Sb 2 Confirmatory flotation, locked cycle tests 3.09 n/a 0.462 0.650 1.71 n/a
EPLB EPL-HTM Blend 4 Confirmatory flotation, locked cycle tests 2.14 3.7 0.364 0.060 1.05 n/a
EPHB EPH-HTM Blend 3 Confirmatory flotation, locked cycle tests 2.95 4.6 0.407 0.530 1.45 n/a

 

Note: YP = Yellow Pine, HF = Hangar Flats, WE = West End, HT = Historic Tailings, EP = Yellow Pine Early Production Zone

 

13.3         Grinding Characterization

 

A total of twenty two SMC, twenty four Bond Ball Mill Work Index, eight Bond Rod Mill Work Index, ten abrasion index and ten crusher work index tests were conducted on composites to support the PEA and PFS metallurgical programs, taken from samples around each of the deposits. All the work was conducted by SGS Lakefield and SGS Vancouver; the results from these tests are provided in Table 13.2. All three deposits have average grindability characteristics of which, Yellow Pine is most resistant to ball milling and West End is the least amenable to SAG milling (Ratnayake, 2013a; Gajo, 2014b).

 

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Table 13.2:     Grinding Characterization Samples

 

Test Units Yellow Pine Hangar Flats West End
No. of
Tests
Avg. St.
Dev.
No. of
Tests
Avg. St.
Dev.
No. of
Tests
Avg. St.
Dev.
JK Drop Weight SAG Testing
A x b N/A 0 n/a n/a 1 123.2 n/a 1 63.4 n/a
ta N/A 0 n/a n/a 1 1.5 n/a 1 0.37 n/a
SMC Testing
A x b N/A 9 87.5 17.5 7 150.4 54 6 50 18.3
ta N/A 9 0.86 0.18 7 1.5 0.53 6 0.49 0.18
Crusher and Mill Index Testing
Crusher WI kWh/Mt 2 5.1 0.07 5 7.4 1.6 3 11.6 1.9
Abrasion Index N/A 2 0.26 0.003 5 0.22 0.02 3 0.24 0.11
Bond Rod Mill WI kWh/Mt 2 10.9 0.21 4 10.9 0.93 2 14.7 2.1
Bond Ball Mill WI kWh/Mt 10 14.1 0.8 7 13.3 0.58 7 13.0 0.64

 

13.4         Mineralogy

 

Process mineralogical studies were conducted by SGS Vancouver, Process Mineralogy Consultants, Surface Science Western and Actlabs under the guidance of Blue Coast Metallurgy.

 

Full gold deportment studies were conducted on twelve samples (four from each deposit), while 140 samples were subjected to bulk mineralogical analysis using QEMSCAN (62, 50 and 28 from Yellow Pine, Hangar Flats and West End, respectively).

 

The gold is predominantly refractory to direct cyanidation, being present in solid solution or colloidal form in the host pyrite and arsenopyrite minerals. Discrete gold is particularly rare in the Yellow Pine and Hangar Flats deposits, but somewhat more abundant in the West End Deposit. Any discrete gold occurrences are very fine, typically ranging from 1 to 10 microns (µm) in size.

 

The vast majority of the gold hosted within the three deposits occurs as solid-solution gold, atomically dispersed within the sulfides and it seems likely that only the materials where the sulfides have been completely destroyed (true-oxide materials) host no solid-solution gold at all. The mean grades of the gold hosting sulfides, as identified using laser-ablation ICP-MS are provided in Table 13.3.

 

Both pyrite and arsenopyrite are not stoichiometric. The pyrite is often strongly arsenian and the arsenopyrite commonly arsenic-deficient. Accordingly, whereas in many deposits of this type the gold is enriched in arsenopyrite, at this Project it occurs in all iron sulfides. Gold is, however, primarily enriched within porous pyrite, fine pyrite and arsenopyrite. The coarse crystalline sulfides contain relatively little gold.

 

Antimony occurs as stibnite, which is typically coarse-grained when occurring in higher-grade samples. At head grades above 0.1% antimony, the stibnite mean grain size is typically 15 - 25 microns. As the antimony grade drops, the respective stibnite grain size drops markedly.

 

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Table 13.3:      Discrete and Solid Solution Gold Mineralogy

 

Gold Mineralogy   Yellow Pine     Hangar Flats     West End  
Free-Milling Gold         1-5%       1-17%       5-86%  
Refractory Gold Host         Grade of Gold in Host Mineral (ppm)  
    Coarse     23       5       19  
Pyrite   Porous     42       168       216  
    Disseminated     108       212       104  
    Coarse     54       3       17  
Arsenopyrite   Porous     62       77       152  
    Disseminated     88       n/a       n/a  
Stibnite         1       n/a       n/a  

 

The host rock bulk mineralogy is shown in Table 13.4, which describes the median, 10th percentile and 90th percentile of each of the major components in a total of 140 samples analyzed by QEMSCAN to date. Some key features of these data include:

 

· Significant variability occurs in the modal mineralogy in each of the deposits;

 

· West End tends to be poorer in sulfides, so mass pull would be lower to the pre-oxidation circuit;

 

· West End has a hard quartzite component, which may be the cause of the harder grindability data;

 

· Clays are best represented in these data by the illite/muscovite category, and tend to be richest in the Hangar Flats Deposit; and

 

· Carbonates are richest in the West End Deposit.

 

Table 13.4:      Distribution of QEMSCAN Modal Abundances

 

Deposit   Yellow Pine     Hangar Flats     West End  
Modal Abundance Percentile   10th     50th     90th     10th     50th     90th     10th     50th     90th  
Pyrite/Arsenian Pyrite     1.1       2.2       3.0       0.6       1.8       3.0       0.3       0.8       2.2  
Arsenopyrite     0.4       0.9       2.2       0.1       1.1       2.9       0.0       0.4       1.5  
Gold-bearing Sulfides     1.7       3.1       5.1       1.1       3.1       5.2       0.4       1.2       3.4  
Galena     0.0       0.0       0.1       0.0       0.0       0.0       0.0       0.0       0.0  
Stibnite     0.0       0.0       0.9       0.0       0.0       2.5       0.0       0.0       0.0  
Quartz     28.4       35.2       43.0       30.3       36.6       47.3       17.8       32.5       73.4  
Feldspar     31.4       41.8       51.0       23.8       36.5       46.7       3.5       16.9       40.2  
Illite/Muscovite     5.8       10.9       18.3       7.8       16.0       23.4       5.5       12.3       27.4  
Chlorite     0.0       0.0       0.1       0.0       0.1       0.2       0.1       0.2       0.9  
Clays     0.0       0.4       1.5       0.7       1.4       2.0       0.5       1.4       4.9  
Other Silicates     0.2       0.4       0.8       0.1       0.3       0.9       0.5       2.6       5.0  
Oxides     0.3       0.6       1.0       0.2       0.4       1.1       0.3       0.7       1.6  
Carbonates     1.9       3.5       7.2       0.1       1.7       4.6       2.5       13.2       41.1  
Apatite     0.1       0.3       0.7       0.0       0.5       0.6       0.1       0.2       0.3  
Other     0.1       0.2       1.1       0.1       0.7       2.0       0.0       0.1       3.7  

 

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13.5 Yellow Pine Deposit

 

13.5.1 Historical Metallurgy

 

The Yellow Pine Deposit has been mined intermittently since 1938. In the earlier years, flotation was employed to produce, during different historical periods, gold, antimony and tungsten concentrates, with milling rates reaching 2,200 short tons per day (st/d) prior to shutdown in 1951. In the late 1980s, a modest heap leach operation was commissioned to process Homestake oxide ores (located to the northeast of the main Yellow Pine Deposit). This was expanded with the construction of a new heap in 1990 with recoveries in the order of 80%. Heap leach operations phased down in 1991 and were discontinued in 1992 (Mitchell, 2000).

 

Several programs of testing have been conducted on Yellow Pine sulfide samples since the 1970s that included flotation of sulfide ores and pre-oxidation followed by cyanidation of the oxidized sulfide concentrates. Key programs were conducted at Hazen Research, Bacon, Donaldson and Sherritt Gordon in 1983 (Sherritt Gordon Mines Limited, 1983); at Lakefield Research, Mountain States R&D and the University of Idaho in 1987 (Rollwagen, 1987; Brackebusch, 1987) and at Lakefield Research and the University of Idaho in 1993 (Jackman, 1993; Harrington, Bartlett, & Prisbrey, 1993). Aside from conventional roasting and autoclaving, bio-oxidation was tested in 1987 and 1993 and various more novel processes in the 1980s.

 

13.5.2 Flotation

 

The focus of this Project is on maximizing gold recovery to a gold concentrate for auto-thermic pressure oxidation and doré production, while generating a saleable grade antimony concentrate (generally considered at least 50% Sb) from ores which contain economically significant antimony (assuming a feed cut-off of ~0.1% Sb).

 

The PEA results demonstrated that saleable grade antimony concentrates and oxidation-ready gold concentrates could be made from Yellow Pine’s antimony-bearing ores ground to a product size of 80% passing (P80) 100 µm. Using sodium cyanide to depress the pyrite and arsenopyrite in the antimony circuit, the optimum test yielded a 51% antimony concentrate at an antimony recovery of 75% with just 1% of the gold lost to the antimony concentrate. Subsequent gold flotation recovered roughly 90% of the gold to a rougher concentrate assaying 27 grams per metric tonne (g/t) gold (Au) and 12% sulfur (S).

 

For the prefeasibility program, flowsheet development was conducted on two composites; the Yellow Pine High Antimony (YPH) composite and the Yellow Pine Low Antimony (YPL) composite. These were each blended to represent the average feed grades of gold, antimony and sulfur for the antimony-rich material, and gold and sulfur for the antimony-poor material expected over the four phases of mining as set forth in the PEA. Confirmatory testing was also conducted on two major composites broadly representing key early production material (Early Production High antimony [EPH] and Low antimony [EPL]) and seventeen variability composites sourced from points around the Yellow Pine Deposit (Gajo, 2014a; Gajo, 2014b).

 

Most of the grind optimization testwork was completed on the low antimony composites, which represents material that is more plentiful in the deposit. This identified a grind product P80 of 75 µm to be the preferred target. This grind target was applied to the YPH composite ore and compared to the results of the same test at a target P80 of 100 µm. The finer grind was found to benefit the recovery of gold and sulfur in YPH while improving the selectivity against gangue minerals in both circuits. Reagent optimization testwork was then undertaken to:

 

1. On the YPH composite: produce concentrates of both stibnite (antimony) and pyrite/arsenopyrite (gold) while minimizing reagent use and maximizing recoveries within the respective circuits. The antimony flowsheet goals were to produce a concentrate grading 50% Sb while recovering a minimum of 70% of the antimony and rejecting the maximum amount of gold from the circuit. The gold flowsheet goals were to recover the maximum amount of gold to a concentrate initially grading 10% sulfur but later determined by the autoclave design group to be sufficient at 5% sulfur for auto-thermic autoclaving. For the most part, gold rougher flotation achieved the 5% goal but cleaning flowsheets were also developed in the case that higher sulfur grades were needed for pre-oxidation. In the final flowsheet, ore was ground in a fully stainless steel environment to a P80 of 75 µm with 200 g/t lime and 75 g/t sodium cyanide; stibnite was floated using 355 g/t lead nitrate and 15 g/t Aerophine 3418A, then cleaned without regrinding using 10 g/t sodium cyanide in each of two stages of cleaning. Methyl isobutyl carbinol (MIBC) was used as the frother. The baseline flowsheet included subsequent pyrite/arsenopyrite rougher flotation, conducted using 400 g/t copper sulfate and 200 g/t potassium amyl xanthate (PAX).

 

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2. On the YPL composite; grind optimization testwork was completed by testing the flotation response of gold at primary grind product targets of P80 55, 75, 100, 125 and 180 µm. There were improvements to the recovery of gold with each successively finer grind until 75 µm was achieved, after which the recovery reached a plateau. This identified a grind P80 of 75 µm to be the preferred target. In the final flowsheet, ore was ground to a P80 of 75 µm with pyrite/arsenopyrite rougher flotation conducted using 200 g/t copper sulfate and 125 g/t PAX. MIBC was used as the frother.

 

These flowsheets were then used to test the response to antimony rougher flotation of ten Yellow Pine high antimony variability samples, and gold rougher flotation on a suite of nineteen variability samples. Results from those tests are shown below in Table 13.5 and Table 13.6.

 

Table 13.5:      Yellow Pine Antimony Rougher Flotation Recoveries

 

Composite/   Feed Grade (calc)     Concentrate Grade     Recovery  
Test ID   Au (g/t)     As (%)     Sb (%)     S (%)     Au (g/t)     As (%)     Sb (%)     S (%)     Au (%)     As (%)     Sb (%)     S (%)  
YPH-CF22     1.98       0.25       0.33       1.04       12.56       1.38       10.71       9.63       17.0       14.6       87.3       24.9  
YPH-BF13     2.11       0.25       0.39       1.06       7.56       0.71       10.50       6.92       12.0       9.4       89.3       21.8  
YP105     1.66       0.23       0.76       1.63       2.66       0.26       9.31       6.15       9.5       6.5       73.1       22.4  
YP107     1.21       0.39       0.11       1.24       1.52       0.49       2.57       2.42       3.0       3.0       55.3       4.7  
HSTK139     2.27       0.33       0.29       1.64       3.10       0.34       4.52       3.15       7.4       5.7       84.8       10.4  
HSTK144     1.82       0.28       0.08       1.05       5.77       0.97       2.27       3.22       8.9       9.6       76.5       8.6  
EP5     2.66       0.55       0.44       1.31       9.75       1.75       10.44       7.51       13.8       12.1       89.5       21.6  
EP6     3.29       0.55       0.17       1.67       16.52       2.95       7.85       10.10       8.3       8.9       76.7       10.0  
EP7     3.52       0.31       0.97       1.69       10.64       0.64       19.13       10.26       14.7       9.9       96.0       29.5  
EPH     2.51       0.46       0.68       1.58       5.38       0.89       13.24       7.53       10.2       9.4       92.6       22.7  
Average     2.30       0.36       0.42       1.39       7.55       1.04       9.05       6.69       10.5       8.9       82.1       17.7  

 

Rougher recoveries include the gold recovered to the antimony rougher concentrate, much of which is ultimately diverted to the gold circuit feed through the antimony cleaner tailings.

 

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Table 13.6:      Yellow Pine Gold Rougher Flotation Recoveries

 

Composite/   Head Grade (calc)     Concentrate Grade     Unit Recovery  
Test ID   Au (g/t)     As (%)     S (%)     Au (g/t)     As (%)     S (%)     Au (%)     As (%)     S (%)  
EP1     2.67       0.55       1.25       15.13       3.09       7.40       89.6       88.7       93.9  
EP2     0.97       0.47       1.20       5.47       2.82       7.28       90.5       95.9       97.2  
EP3     2.71       0.21       0.92       20.59       1.55       7.02       94.5       94.0       95.2  
EP4     2.31       0.25       0.89       17.85       1.90       6.84       96.2       95.1       96.1  
EP5     2.66       0.55       1.31       11.74       2.42       5.39       93.2       91.7       95.4  
EP6(1)     3.29       0.55       1.67       14.35       2.29       7.20       94.5       91.8       95.3  
EP7(1)     3.52       0.31       1.69       14.09       1.28       5.67       93.5       90.4       95.0  
EPH-CL1(1)     2.51       0.46       1.58       11.64       2.15       6.54       92.1       92.9       95.6  
EPH-LCT(1)     3.24       0.45       1.59       16.01       2.26       6.92       95.0       93.6       96.4  
EPL     1.73       0.40       1.13       8.65       1.98       5.80       92.0       92.4       94.9  
HSTK139(1)     2.27       0.33       1.64       9.03       1.31       6.79       89.1       88.5       96.0  
HSTK144(1)     1.82       0.28       1.05       7.67       1.17       4.66       90.7       89.1       95.2  
YP107(1)     1.21       0.39       1.24       4.05       1.34       4.44       79.6       80.3       86.7  
YP108     1.89       0.48       1.25       11.35       2.78       7.56       93.8       91.1       94.6  
YP119     2.72       0.45       1.55       10.13       1.62       5.95       91.1       87.3       93.7  
YP130     2.28       0.38       0.86       16.40       2.68       6.30       95.8       94.7       98.0  
YPH-CF22(1)     1.98       0.25       1.04       9.47       1.22       4.46       92.1       89.5       91.6  
YPH-LCT1(1)     2.11       0.25       1.06       11.00       1.29       4.85       94.4       90.3       95.4  
YPL     1.86       0.36       1.01       14.03       2.69       7.65       94.3       92.5       94.8  
Averages     2.30       0.39       1.26       12.03       1.99       6.25       92.2       91.1       94.8  

 

Note:

(1)       High Sb samples.

 

In this study, only limited locked cycle cleaner testing has been performed as (a) antimony is not the primary metal of interest in the study and (b) gold flotation for the most part would probably not include closed circuit cleaning. However, to demonstrate the recovery of antimony in closed circuit cleaning, and to explore the potential for higher recovery of gold to the gold concentrates, the key composites have been tested in locked cycle mode. In the case of the YPH and EPH composites, for locked cycle testing, in addition to antimony cleaning as described earlier, the gold rougher concentrate was then open-circuit cleaned in a single stage with 10 g/t PAX followed by scavenging with a further 10 g/t PAX. The pyrite/arsenopyrite cleaner scavenger tailings were directed to final tailings. The results from a six cycle locked cycle test on each of the YPH and EPH composites are presented in Table 13.7, along with the results of one batch YPH test which produced concentrate meeting the revised pressure oxidation (POX) feed target.

 

Antimony cleaner recoveries were 86% and 91% to concentrates assaying 57% and 62% antimony and 9 and 11 g/t gold. The gold lost to the antimony product was 2.5% and 3.1%. The gold cleaner concentrates assayed 25.0 and 34.4 g/t Au, and 11.1% and 15% S, respectively. Overall gold recoveries to the cleaner concentrates were 88.3% and 88.7%. The gold rougher concentrates assayed from 11 g/t to 16 g/t Au, and from 4.9% to 6.9% S. Overall gold recoveries to the locked cycle test rougher concentrates were 92% for both tests, the batch test recovery was quite low but expected to increase significantly with the closed cycle operation of the antimony circuit.

 

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Table 13.7:      Antimony and Gold Flotation from Yellow Pine High Antimony Samples

 

    Weight     Assays     Distribution  
High Sb Samples   Dry     %     Au (g/t)     As (%)     Sb (%)     S (%)     CO3 (%)     Au (%)     As (%)     Sb (%)     S (%)  
Yellow Pine High Sb                                                                                        
LCT Sb Final Concentrate     11.4       0.57       9.28       0.19       57.23       28.10       n/a       2.5       0.4       86.3       15.1  
LCT Au Cleaner Concentrate     149.0       7.4       25.03       2.84       0.48       11.08       3.55       88.3       83.8       9.5       78.1  
LCT Au Rougher Concentrate     353.6       17.7       11.00       1.29       0.24       4.85       2.59       92.1       90.0       11.5       81.0  
LCT Au Rougher Tailings     1638       81.8       0.14       0.03       0.01       0.05       0.80       5.4       9.6       2.2       3.9  
LCT Au Rougher + Cleaner Tailings     1843       92.0       0.21       0.04       0.02       0.08       0.92       9.2       15.7       4.2       6.8  
BT Sb Rougher Concentrate     76.1       3.8       8.19       0.50       8.73       6.50       n/a       14.7       7.4       81.8       23.3  
BT Au Rougher Concentrate     302       15.1       11.06       1.42       0.38       5.02       1.25       78.5       83.2       14.2       71.3  
BT Au Rougher Tailings     1625       81.1       0.18       0.03       0.02       0.07       n/a       6.9       9.4       4.0       5.4  
Early Production High Sb                                                                                        
LCT Sb Final Concentrate     19.1       0.95       10.50       0.33       62.10       26.60       n/a       3.1       0.7       91.1       15.9  
LCT Au Cleaner Concentrate     168.1       8.3       34.40       4.78       0.59       15.00       2.95       88.7       87.9       7.6       78.7  
LCT Au Rougher Concentrate     374.9       18.6       16.00       2.26       0.29       6.92       n/a       92.0       92.9       8.3       81.0  
LCT Au Rougher Tailings     1619       80.4       0.20       0.04       0.01       0.06       0.85       4.9       6.4       0.6       3.0  

 

Note:  LCT - Locked Cycle Test, BT - Batch Test

 

In locked cycle testing of the YPL and EPL composites, the rougher concentrates were cleaned in a single stage with 10 g/t PAX added to the last one-third of the bank. Cleaner tailings were reground with 10 g/t copper sulfate and floated with 10 g/t PAX to scavenge an additional 2% of gold from the cleaner tailings. The gold flotation results from six cycle locked cycle tests on the YPL and EPL composites are presented in Table 13.8. The final cleaner concentrate gold grades were 35.4 g/t and 28.7 g/t and the sulfur grades were 19.1% and 14.6%. In both cases, the overall gold recovery to the cleaner concentrate was just over 92%. The rougher concentrate gold grade was 10.7 g/t and the sulfur grade was 5.7%, 93.3% of the gold reported to the rougher concentrate.

 

Table 13.8:      Gold Flotation from Low-Antimony Yellow Pine Samples

 

    Weight     Assays     Distribution  
Low Sb Samples   Dry     %     Au (g/t)     As (%)     S (%)     CO3 (%)     Au (%)     As (%)     S (%)  
Yellow Pine Low Sb                                                                        
LCT Au Cleaner + Scavenger Concentrate     89.9       4.8       35.4       6.89       19.1       1.20       92.3       89.8       93.3  
LCT Au Rougher + Scavenger Tailings     1766       95.2       0.15       0.04       0.07       n/a       7.7       10.2       6.7  
BT Au Rougher Concentrate     577.6       14.5       10.7       2.07       5.7       1.85       93.3       92.8       94.2  
BT Au Rougher Tailings     3414       85.5       0.13       0.03       0.06       n/a       6.7       7.2       5.8  
Early Production Low Sb                                                                        
Au Cleaner + Scavenger Concentrate     133.1       7.1       28.7       4.99       14.6       1.20       92.2       88.5       94.4  
Au Rougher + Scavenger Tailings     1730       92.9       0.19       0.05       0.07       1.50       7.8       11.5       5.6  

 

Note:   LCT - Locked Cycle Test, BT - Batch Test

 

The final antimony concentrate and gold rougher and cleaner concentrates from the Yellow Pine Low and Yellow Pine High tests were subjected to full Inductively Coupled Plasma, mercury, halides and whole rock analyses, the results from which are shown in Table 13.9.

 

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Table 13.9:   ICP, WRA, and Halide Analysis of Yellow Pine Concentrates

 

Analyte     Units     YPH Sb Cleaner Con     YPH Au Cleaner Con     YPH Au Rougher Con     YPL Au Cleaner Con     YPL Au Rougher Con     Analyte     Units     YPH Sb Cleaner Con     YPH Au Cleaner Con     YPH Au Rougher Con     YPL Au Cleaner Con     YPL Au Rougher Con  
Al       %       0.55       5.54       7.43       5.04       8.16       CO3       %               3.55       1.25       1.20       1.85  
As       ppm       4120       31000       13700       66000       21000                                                          
Ba       ppm       50       510       660       330       610       LOI       %       49.60       9.82       4.67       18.70       7.27  
Be       ppm       <5       6       <5       10       7       Al2O3       %       1.16       9.78       14.30       9.85       16.00  
Ca       %       0.2       1.7       0.7       0.6       1.1       CaO       %       0.3       2.2       0.9       0.9       1.4  
Cd       ppm       20       <10       0       <10       1       Cr2O3       %       0.010       1.020       0.440       0.870       0.420  
Cr       ppm       60       7510       3000       110       2800       Fe2O3       %       4.070       19.000       8.730       30.800       10.500  
Co       ppm       <10       80       36       5810       37       K2O       %       0.8       6.0       8.1       4.8       8.1  
Cu       ppm       280       970       680       1050       480       MgO       %       0.12       0.98       0.98       0.76       1.09  
Fe       %       2.64       14.30       6.01       22.00       7.29       MnO       %       0.014       0.144       0.060       0.100       0.070  
K       %       0.6       5.3       6.7       4.0       6.6       Na2O       %       n/a       n/a       0.190       0.120       0.170  
La       ppm       10       100       59       100       90       P2O5       %       0.06       0.22       0.12       0.13       0.15  
Li       ppm       20       <10       10       <10       10       SiO2       %       5.87       42.70       58.00       30.50       52.50  
Mg       %       0.08       0.64       0.44       0.37       0.54       TiO2       %       0.06       0.99       0.51       1.50       0.75  
Mn       ppm       100       1190       490       660       500       V2O5       %       0.002       0.019       <0.01       0.020       0.020  
Mo       ppm       30       130       67       90       50       SUM       %       62.0       92.9       97.0       99.1       98.4  
Ni       ppm       <10       3560       1450       2560       1320                                                          
P       %       0.02       0.10       0.06       0.05       0.06       Hg       ppm       252.0       5.23       3.01       11.90       3.72  
Pb       ppm       2290       680       599       30       76       Se       ppm       n/a       n/a       3       n/a       2  
Sb       ppm       581952       4540       3140       3600       951       Bi       ppm       n/a       n/a       0.2       n/a       0.2  
Sc       ppm       <5       6       <5       <5       <5       Ag       ppm       353.0       n/a       9.7       n/a       9.8  
Sn       ppm       <50       <50       7       <50       9                                                          
Sr       ppm       20       230       140       130       170       F       %       n/a       n/a       0.1450       n/a       0.1310  
Ti       %       0.04       0.64       0.31       0.83       0.46       Cl       ppm       n/a       n/a       150       n/a       150  
V       ppm       <10       110       60       110       64                                                          
W       ppm       100       1840       408       230       112                                                          
Y       ppm       <5       37       21       20       27                                                          
Zn       ppm       2600       190       85       390       266                                                          

 

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13.5.3 Gold Concentrate Upgrading for Sales

 

Limited batch upgrading testing of gold concentrates from the two Yellow Pine composites for third-party sales indicated that it is possible to clean from rougher concentrates grading 11 g/t Au to concentrates grading 48 - 49 g/t Au in three stages of cleaning. Cleaning losses from the YPH tests were only 4.1%, however 14.7% of the gold was tied up in the antimony rougher concentrate, much of which would be rejected back to the gold circuit feed in locked cycle operation and its behavior in gold cleaning is unknown, while 15% in the gold was lost in cleaning the YPL rougher concentrate to a grade of 48 g/t.

 

13.5.4 Leaching of Flotation Tailings

 

Cyanidation leaches were conducted on the rougher or combined rougher/cleaner flotation tailings from tests on thirteen variability composites from Yellow Pine. A cyanide concentration of 1.25 g/L was used and for most tests the leach time was 48 hours; however for tests where kinetics samples were taken, the leach was complete within 10 hours (Gajo, 2014b). The results are summarized in Table 13.10.

 

Table 13.10:      Yellow Pine Flotation Tailings Leach Extractions

 

        Gold Grade     Gold Recovery  
Composite ID   Leach Feed Type   Feed (g/t)     Residue (g/t)     (%)  
EP1   Rougher Tailings     0.28       0.25       11.8  
EP2   Rougher Tailings     0.13       0.12       9.7  
EP3   Rougher Tailings     0.20       0.18       10.7  
EP4   Rougher Tailings     0.13       0.12       8.6  
EP5*   Rougher Tailings     0.19       0.17       11.6  
EP6*   Rougher Tailings     0.18       0.17       7.6  
EP7*   Rougher Tailings     0.25       0.23       6.5  
YP107* (cleaner)   Rougher + Cleaner Tailings     0.38       0.36       4.2  
YP108   Rougher Tailings     0.13       0.11       16.9  
YP119   Rougher Tailings     0.33       0.30       10.0  
YP130   Rougher Tailings     0.11       0.09       14.3  
HSTK144 (cleaner)(1)   Rougher + Cleaner Tailings     0.26       0.24       6.3  
HSTK139*   Rougher Tailings     0.20       0.18       11.9  
   Averages     0.21       0.19       10.0  

 

Note:

(1)       High Sb Samples.

 

13.5.5 Pressure Oxidation of Concentrates and Cyanide Leaching of Residues

 

During the PEA phase, three pressure oxidation tests were run at Dynatec Metallurgical Technologies (Dynatec) on Yellow Pine gold flotation concentrate produced during that program. Neither regrinding nor acidulation of the concentrate was employed prior to oxidation testing. The concentrate, grading 28.9 g/t Au, 12% S and 1.6% CO3, was tested at 200, 215 and 230 °C each with samples taken at 40, 60 and 80 minutes. Sulfur oxidation was very rapid with oxidation essentially complete within 40 minutes for the two highest temperatures tested (Masters, 2012).

 

The residues were then leached at McClelland Laboratories through bottle roll leaching “as is” and after regrinding to P80 45 µm. The results indicated that the gold was readily leached into solution, with recoveries of 96% for the “as is” leach and 99% for the reground residues. The silver did not leach well. Cyanide consumption in the leaches ranged from 3.9 kilograms per metric tonne (kg/t) for the “as is” leach and 4.3 kg/t for the reground residue leach (McClelland, 2012).

 

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In the PFS phase of testwork, confirmation pressure oxidation tests were conducted at SGS Lakefield on bulk cleaner concentrate produced from a 13 cycle locked cycle test on low antimony Yellow Pine Composite P2 (Jackman, 2014a). One oxidation test was also conducted on remaining Sub-A3 concentrate from the PEA study (Jackman, 2014b). In total, four pressure oxidation tests were conducted at 220°C under 75 psi oxygen (O2) for 60 minutes, with two tests acidulating the concentrates prior to POX and the final two using no acidulation to better mimic plant conditions as recommended by Dynatec. Sulfide oxidation averaged 97.5% in the acidulated tests and averaged 98.7% in the non-acidulated tests. The resulting slurries were then conditioned in a hot cure tank at 95 °C for 2 hours prior to being forwarded on for further testing. Hot cure solution assays showed similar average arsenic in the test samples at 2.9 ppm acidulated and 2.8 ppm non-acidulated. These results confirmed the recommended autoclave conditions as presented by Dynatec in the PEA program and that acidulation was not needed for the Yellow Pine concentrates.

 

Cyanide leaching of the PFS program POX slurries was completed at SGS Lakefield and evaluated baseline cyanidation extraction and effect of use of flotation tailings in slurry neutralization (Jackman, 2014a; Jackman, 2014b). Residue samples from three of the PFS program pressure oxidation runs underwent six cyanidation leaches, without regrinding, to determine the extraction of gold. For the three parallel straight cyanidation leaches after washing, the average gold extraction was 98.9% and silver extraction was negligible, while consumptions averaged 0.57 kg NaCN per tonne of POX solids and 21.7 kg lime per tonne of POX solids. There appears to have been anomalously high lime consumption for the Sub-A3 POX cyanidation, so it is possible that the actual lime consumption would be lower. It was noted that the recovery of silver may be enhanced by using different treatment methods on the POX discharge such as a lime boil rather than hot cure.

 

The effect of using flotation tailings versus limestone for stage 1 neutralization (to pH 4.5) prior to cyanidation on partially washed POX discharge slurry (34% PLS and 66% distilled, deionized water) was also evaluated. It was found that essentially all of the equivalent mass of tailings from the flotation test would be required to bring the washed POX slurry to a pH of 4.5 in stage one of neutralization, as compared to 174 g of limestone per liter. The subsequent amount of lime needed to bring both slurries from pH 4.5 up to pH 10.0 was similar at 31.6 and 25.7 g/L. Both neutralization approaches yielded 97.8% gold extraction in subsequent cyanidation.

 

13.5.6 Yellow Pine Oxides

 

Leaching of Yellow Pine oxides was not tested in the PFS program, but has been studied in the past (in addition to the heap leach operation previously described); using a grind of P100 150 µm, those tests yielded gold extractions of 84% to 89% (Albert, 1997). It is generally believed that almost all Yellow Pine oxides have already been processed so existing oxide mineralized material is minimal.

 

13.6 Hangar Flats Deposit

 

13.6.1 Historical Metallurgy

 

Hangar Flats ores were milled through the Meadow Creek mill from 1932 to 1938. Only high-grade antimony ore was floated during that period, assaying over 4% antimony in the mill feed.

 

Of all the testwork completed on ores from the area in the past few decades, no testwork has been identified that dealt specifically with the Hangar Flats/Meadow Creek area ores.

 

13.6.2 Flotation

 

The Hangar Flats High antimony (HFH) composite was blended to represent the average feed grade of gold, antimony and sulfur expected over the four phases of mining as set forth in the PEA.

 

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Grind optimization testwork was completed on the other, low antimony composites, and applied to the HFH composite. As mentioned in the Yellow Pine antimony-gold bearing section, early testwork on the new high antimony composites (both Hangar Flats and Yellow Pine) indicated the need for stainless steel grinding to maintain higher pulp potentials for good stibnite flotation (Gajo, 2014a).

 

In the final flowsheet on Hangar Flats antimony-rich material, ore was ground to a product size of P80 75 µm with 200 g/t lime and 75 g/t sodium cyanide, stibnite was floated using 355 g/t lead nitrate and 15 g/t Aerophine 3418A, then cleaned without regrinding using 10 g/t sodium cyanide in the first of two stages of cleaning and 5 g/t Aerophine 3418A in the final stage of cleaning. The subsequent pyrite/arsenopyrite rougher flotation was conducted using 275 g/t copper sulfate and 150 g/t PAX then cleaned in a single stage with 10 g/t PAX followed by scavenging with a further 5 g/t PAX. MIBC was used as the frother throughout. Results of the batch antimony rougher flotation tests conducted with this flowsheet on six Hangar Flats antimony-bearing samples are shown in Table 13.11 below. The average antimony rougher flotation recovery was 84%.

 

Table 13.11:      Hangar Flats Antimony Rougher Flotation Results

 

Composite/   Feed Grade (calc)     Concentrate Grade     Recovery  
Test ID   Au (g/t)     As (%)     Sb (%)     S (%)     Au (g/t)     As (%)     Sb (%)     S (%)     Au (%)     As (%)     Sb (%)     S (%)  
HFH-BF17     1.86       0.39       0.48       1.06       2.80       0.47       8.55       4.35       7.0       5.5       83.1       18.9  
HFH-CF22     1.83       0.36       0.45       1.07       2.91       0.47       9.85       5.40       5.7       4.6       79.4       18.1  
HF33     1.20       0.42       0.14       2.19       1.73       0.59       4.42       3.87       3.3       3.2       75.0       4.0  
HF38     1.43       0.39       0.17       0.82       4.04       1.04       4.39       3.59       8.5       7.1       77.3       11.8  
HF43     2.61       0.24       0.88       1.63       3.61       0.27       12.74       6.41       8.5       7.2       89.3       24.2  
Comp A(1)     2.56       0.50       0.40       1.29       7.15       1.23       6.19       5.07       16.4       14.6       90.6       23.2  
Average     1.91       0.38       0.42       1.35       5.10       1.07       7.87       5.51       10.9       9.8       83.9       19.0  

 

Note:

(1)       Contained 52% Hangar Flats material.

 

The Hangar Flats Low antimony (HFL) composite for PFS testwork was blended to represent the average feed grades of gold and sulfur expected over the four phases of mining as set forth in the PEA. This composite had a target feed sulfur grade of 0.8% which brings it just bordering the transitional ore range. It was expected to have slightly lower gold flotation recoveries and elevated tailings leach gold extractions than higher sulfide containing ores.

 

Applying the PEA flowsheet to the HFL composite resulted in the production of a rougher concentrate grading 12.8 g/t Au, 7.4% S and recovered 81.4% of the gold into that rougher concentrate. A single stage of cleaning upgraded the concentrate to 28.3 g/t Au and 16.9% S with a cleaner stage recovery of 94.3% of the gold for an overall gold recovery of 76.8%.

 

Grind optimization testwork was completed by testing the flotation response of gold at primary grind targets P80 of 55, 75, 100, 125 and 150 µm. There did not to appear to be any improvement to the recovery of gold with each successively finer grind so the previously identified grind P80 of 75 µm preferred for Yellow Pine and West End (these two deposits containing the majority of recoverable gold in the Project) was chosen as the target for the Hangar Flats program.

 

Reagent optimization testwork was then undertaken to identify the maximum amount of gold to be recovered from the HFL composite with the optimum dosages of reagents. It was found with the new composite that the sodium silicate use could be discontinued, however copper sulfate dosage required doubling from 140 g/t to 250 g/t and xanthate was increased by 35% from 140 g/t to 200 g/t to maximize the rougher recovery of gold. The rougher concentrate was cleaned in a single stage with 60 g/t PAX, added in one-third increments through the cleaner. Cleaner tailings were reground with 10g/t copper sulfate and floated with 10 g/t PAX to recover an additional 2% of gold from the cleaner tailings. MIBC was used as the frother throughout. It is recommended that for the plant environment, a cyclone be used to return the coarse fraction of the cleaner tailings to the primary ball mill for reprocessing with the rougher stream. Batch rougher testwork on the HFL composite using this flowsheet produced a rougher concentrate which averaged 9.8 g/t Au and 5.4% S at a mass pull of 14% and recovery of 85.8% of the gold.

 

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Table 13.12:      Hangar Flats Gold Rougher Flotation Results

 

Composite/   Head Grade (calc)     Concentrate Grade     Unit Recovery  
Test ID   Au (g/t)     As (%)     S (%)     Au (g/t)     As (%)     S (%)     Au (%)     As (%)     S (%)  
HFH-LCT1(1)     1.85       0.39       1.06       9.34       1.67       4.75       92.1       77.3       95.5  
HFH-CF22     1.83       0.36       1.07       11.48       1.88       6.00       91.4       74.7       94.3  
HF33(1)     1.20       0.42       2.19       4.80       1.87       11.35       73.7       82.2       95.8  
HF38(1)     1.32       0.40       0.84       6.69       2.08       4.21       91.3       92.0       93.4  
HF43(1)     2.99       0.23       1.61       13.08       0.86       5.78       90.1       77.2       89.5  
HFL-CF10     1.58       0.44       0.80       8.73       2.04       4.78       86.1       72.3       93.6  
HF28.1     1.14       0.55       1.13       5.37       2.62       5.46       92.2       92.9       94.3  
HF31     1.46       0.59       1.42       4.15       1.62       4.46       74.2       72.4       82.3  
HF42.1     0.97       0.39       0.76       6.17       2.56       5.00       91.2       93.9       94.4  
Average (Sulfide)     1.59       0.42       1.21       7.76       1.91       5.75       86.9       81.6       92.6  
HF32(2)     1.38       0.78       0.05       5.10       1.30       0.20       33.4       14.7       31.3  
HF29.3(2)     1.18       0.39       0.16       4.20       0.90       0.60       37.1       23.5       39.8  
HF29.2(2)     1.55       0.85       0.25       6.00       1.20       0.70       41.7       14.5       31.6  
Comp F(2)     1.10       0.56       0.60       5.90       3.00       5.60       49.0       48.0       84.0  
HF30.2(2)     1.64       0.70       0.74       9.10       2.50       5.40       61.0       39.5       79.7  
Average (Oxide-Transition)     1.37       0.66       0.36       6.06       1.78       2.50       44.4       28.0       53.3  

 

Notes: *

(1)       High Sb samples

(2)       Oxide and transitional material samples

 

Gold rougher flotation results from tests on nine sulfide samples, using the PFS flowsheet are shown in Table 13.12. The average gold recovery from the Hangar Flats sulfide samples was 87%. Data from five oxide-transition samples are also shown. These yielded inferior flotation recoveries, but gold invariably leached well from the tailings of these samples, averaging 80% extraction of remaining gold (Ratnayake, 2013c; Gajo, 2014c; Gajo, 2014b).

 

The results from a six cycle locked cycle test on the antimony-rich HFH composite are presented in the following table (Table 13.13). Antimony cleaner recovery was 80% to a concentrate assaying 58% antimony and 4.9 g/t gold, while the gold lost to the antimony product was 1.7%. This compared with 83% in the antimony batch rougher test suggests a cleaner stage recovery of 97%. The gold cleaner concentrate assayed 28.2 g/t gold and 14.5% S and had an overall gold recovery of 86.3% with a cleaner stage recovery of gold of 95.3%. The gold rougher concentrates from the locked cycle and batch tests assayed from 9.3 to 9.5 g/t Au and 4.8% to 5.3% S. Overall gold recovery to the locked cycle test gold rougher concentrate was 90.6%.

 

Some 14% of the antimony reported to the gold concentrate indicating possible upside in this recovery to the antimony concentrate with further refining of the antimony rougher flotation circuit.

 

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Table 13.13:      Antimony and Gold Flotation from the Hangar Flats High Antimony Composite

 

    Weight     Assays     Distribution  
Hangar Flats High Sb   Dry     %     Au (g/t)     As (%)     Sb (%)     S (%)     CO3 (%)     Au (%)     As (%)     Sb (%)     S (%)  
LCT Sb Final Concentrate     12.5       0.62       4.93       0.15       58.06       25.83       n/a       1.7       0.2       80.4       15.3  
LCT Au Cleaner Concentrate     113.4       5.7       28.24       4.69       1.10       14.52       2.40       86.3       68.2       13.8       77.9  
LCT Au Rougher Concentrate     359.7       18.0       9.34       1.67       0.40       4.75       2.06       90.6       77.1       16.0       80.9  
LCT Au Rougher Tail     1629       81.4       0.18       0.11       0.02       0.05       1.35       7.8       22.7       3.6       3.9  
LCT Au Rougher + Cleaner Tail     1875       93.7       0.24       0.13       0.03       0.08       1.42       12.0       31.6       5.8       6.8  
BT Sb Rougher Concentrate     58.3       2.9       3.42       0.46       13.20       6.45       n/a       5.9       3.5       83.4       18.0  
BT Au Rougher Concentrate     304       15.3       9.49       1.80       0.40       5.31       2.20       85.8       73.0       13.1       77.3  
BT Au Rougher Tail     1630       81.8       0.17       0.11       0.02       0.06       n/a       8.2       23.5       3.5       4.7  

 

Note:  LCT - Locked Cycle Test, BT - Batch Test

  

In locked cycle testing the HFL composite, the rougher concentrates were cleaned in a single stage with 50 g/t PAX added in two doses of 25g/t each down the bank, followed by scavenger flotation with an additional 10 g/t PAX. MIBC was used as frother throughout. Cleaner tailings were returned to the ball mill for reprocessing with fresh feed, which improved the rougher gold recovery over batch testing.

 

The gold flotation results from a six cycle locked cycle test on the HFL composite as well as a batch rougher without closed circuit cleaning are presented in Table 13.14. The final cleaner concentrate gold grade was 28.3 g/t and the sulfur grade was 14.9% with overall gold recovery to the cleaner concentrate just over 82%. The rougher concentrate gold grade was 10.5 g/t and the sulfur grade was 5.9% with 79.3% of the gold reporting to the rougher concentrate.

 

Table 13.14:      Gold Flotation from Hangar Flats Low Antimony Composite

 

    Weight     Assays     Distribution  
Hangar Flats Low Sb   Dry     %     Au (g/t)     As (%)     S (%)     CO3 (%)     Au (%)     As (%)     S (%)  
LCT Au Cleaner + Scav Conc     88.2       4.8       28.3       6.13       14.91       1.15       82.9       63.3       89.7  
LCT Au Rougher + Scav Tail     1740       95.2       0.30       0.18       0.087       n/a       17.1       36.7       10.3  
BT Au Rougher Concentrate     253.6       12.7       10.5       2.60       5.9       1.20       79.3       64.3       92.4  
BT Au Rougher Tail     1745       87.3       0.40       0.21       0.07       n/a       20.7       35.7       7.6  

 

Note:  LCT - Locked Cycle Test, BT - Batch Test

  

Antimony cleaner concentrates and gold rougher and cleaner concentrates from the tests on HFH and HFL samples were subjected to full ICP, mercury, halide and whole rock analysis scans, the results from which are shown in Table 13.15.

 

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Table 13.15:      ICP, WRA and Halide Analysis of Hangar Flats Concentrates

 

Analyte   Units   HFH Sb
Cleaner
Con
  HFH Au
Cleaner
Con
  HFH Au
Rougher
Con
  HFL Au
Cleaner
Con
  HFL Au
Rougher
Con
  Analyte   Units   HFH Sb
Cleaner
Con
  HFH Au
Cleaner
Con
  HFH Au
Rougher
Con
  HFL Au
Cleaner
Con
  HFL Au
Rougher
Con
Al   %   0.56   6.24   7.52   6.07   0.45   CO3   %       2.40   2.20   1.15   1.20
As   ppm   1420   48600   18900   57800   >10000                            
Ba   ppm   70   390   650   330   88   LOI   %   54.50   15.70   6.70   17.00   7.71
Be   ppm   <5   7   6   8   <5   Al2O3   %   1.09   12.50   14.40   11.50   16.40
Ca   %   0.6   1.0   1.2   0.6   0.6   CaO   %   0.80   1.50   1.52   0.90   1.13
Cd   ppm   <10   <10   0   <10   <10   Cr2O3   %   0.01   0.37   0.29   0.00   0.31
Cr   ppm   50   2400   2030   4690   2020   Fe2O3   %   1.42   23.70   9.79   26.50   11.20
Co   ppm   <10   50   31   70   34   K2O   %   0.80   5.40   6.32   4.50   6.28
Cu   ppm   460   640   440   930   442   MgO   %   0.47   1.17   1.25   0.74   1.15
Fe   %   0.97   15.60   6.80   18.50   7.41   MnO   %   0.04   0.08   0.07   0.00   0.06
K   %   0.7   4.2   5.3   3.7   0.3   Na2O   %   n/a   n/a   0.60   n/a   0.85
La   ppm   <10   100   89   100   40   P2O5   %   0.05   0.17   0.17   0.11   0.17
Li   ppm   <10   20   20   10   <10   SiO2   %   6.59   42.00   54.90   35.40   51.40
Mg   %   0.30   0.67   0.64   0.45   0.23   TiO2   %   0.05   1.39   0.79   1.54   0.97
Mn   ppm   290   610   520   640   393   V2O5   %   0.00   0.02   0.01   0.02   0.01
Mo   ppm   <10   40   37   70   48   SUM   %   65.8   104.0   96.8   98.2   97.6
Ni   ppm   <10   1080   969   2200   943                            
P   %   0.02   0.07   0.06   0.05   0.07   Hg   ppm   342.00   33.10   15.30   67.60   38.00
Pb   ppm   1140   580   545   <20   22   Se   ppm   n/a   n/a   3.00   n/a   2
Sb   ppm   579566   11000   3280   5260   1830   Bi   ppm   n/a   n/a   0.2   n/a   0.2
Sc   ppm   <5   6   <5   6   <5   Ag   ppm   684.0   n/a   13.00   n/a   12.30
Sn   ppm   <50   <50   6   <50   <50                            
Sr   ppm   40   220   250   200   81   F   %   n/a   n/a   0.1390   n/a   0.2280
Ti   %   0.03   0.79   0.47   0.92   <0.01   Cl   ppm   n/a   n/a   150.0   n/a   <50
V   ppm   <10   110   72   110   23                            
W   ppm   <50   <50   66   250   <50                            
Y   ppm   <5   17   18   21   10                            
Zn   ppm   1540   210   76   330   144                            

 

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13.6.3 Gold Concentrate Upgrading for Sales

 

Limited batch testing on the HFH and HFL composites of gold concentrate upgrading to explore the option of direct sales of gold concentrate yielded concentrates grading 48.7 g/t and 37.2 g/t Au, and 27.7% and 24.7% S respectively. Cleaner losses were 8.3% and 18.5% for the HFH and HFL composites. Further testing may improve this, although the mineralogy points to the finest disseminated pyrite and arsenopyrite (i.e. those preferentially rejected in cleaning) being the most enriched in gold, so cleaner performance to high-grade samples may always be relatively poor.

 

13.6.4 Leaching of Flotation Tailings

 

The tailings from bulk flotation tests conducted on HFH and HFL composites were subjected to scoping cyanide leaching tests (Gajo, 2014c). For the high antimony composite (HFH) cyanidation extracted 36% of the gold in the tailings, with the recovery effectively representing roughly 0.12 g/t recoverable gold. For the low antimony sample, which at 0.81% sulfur in feed is considered bordering transitional, 68% of the gold remaining in the tailings was extracted, representing a highly economic 0.19 g/t recoverable gold. Leaching of flotation tailings on six additional sulfide variability samples showed a range of recoveries from 7% to 19%, extracting from 0.01 to 0.06 g/t of gold.

 

Based on the scoping results, a developmental leach study was performed which utilized the combined rougher + cleaner tailings from the HFL locked cycle test. Results of a matrix of tests evaluating three different feed percent solids and three different cyanide concentrations identified the optimum gold extraction from the HFL tailings as being 53.4% of the gold contained in the tailings. A batch agitated tank carbon-in-pulp (CIP) leach was then conducted at 45% solids and 0.25 kg cyanide per tonne of tailings, which resulted in a gold extraction of 53.9%.

 

The combined gold recoveries from the locked cycle test and tailings leach for the HFH and HFL composites were calculated to be 91% and 92%, respectively.

 

13.6.5 Pressure Oxidation of Concentrates and Cyanide Leaching of Residues

 

During the PEA phase, three pressure oxidation tests were run at Dynatec in Fort Saskatchewan, Alberta on Hangar Flats gold flotation concentrates produced from the global Sub-A1 composite. Neither regrinding nor acidulation was used in these tests. The concentrate, grading 27.1 g/t Au, 11.8% S and 1.8% CO3, was tested at 200, 215 and 230 °C each with samples taken at 40, 60 and 80 minutes. Sulfur oxidation was very rapid with oxidation essentially complete within 40 minutes for the two highest temperatures tested (Masters, 2012).

 

The residues were leached at McClelland Laboratories through bottle roll leaching “as is” and after regrinding to P80 45µm. The total residence time in the leach was 72 hours. The results indicated that the gold was readily leached, with recoveries of 96% “as is” and 97% on reground residues. The silver extraction was less than 1% in both cases. Cyanide consumption in the tests was lower than with Yellow Pine, at 3 kg/t for the “as is” leach and 3.2 kg/t for the reground residue leach (McClelland, 2012).

 

In the PFS phase of testwork, a confirmation pressure oxidation test was completed on the remaining Sub-A1 concentrate that had been used for the Dynatec PEA study (Jackman, 2014b), using conditions recommended in Dynatec’s report. The oxidation products were forwarded on for neutralization, CIP, cyanide destruction (CND), and environmental studies. Tests on the samples were conducted at 220 °C under 75 pounds per square inch (psi) of O2 for 60 minutes, and included acidulation of the concentrates to pH1.8 prior to POX per internal SGS operating procedures. Sulfide oxidation averaged 95.5% in the tests, with POX solutions containing 2.57 ppm arsenic and 0.7 mg/L antimony. The results confirmed the Dynatec autoclave operating conditions, but future lab tests should use the full test recommendations from Dynatec and not acidulate the feed.

 

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The samples from the three PFS program pressure oxidation runs were combined, fully washed and underwent a single CIP cyanidation leach to determine the extraction of gold (Jackman, 2014b). There were no regrinding tests performed. The gold extraction from the test was 97.8% and silver extraction was about 9%, while consumptions averaged 0.28 kg NaCN per tonne of POX solids and lime averaged 11.8 kg lime per tonne of POX solids. Again, cyanide consumption was lower with Hangar Flats POX residue than was seen with Yellow Pine.

 

13.6.6 Hangar Flats Oxides

 

There is a small amount of oxide mineralized material in the Hangar Flats Deposit and no past processing or testing reports have been found to indicate it has been worked or studied. Furthermore, no mineralogical gold balancing studies have been conducted on oxide samples from Hangar Flats, but it is believed that the gold is fine and mostly discrete in the true oxide materials.

 

During the PEA phase, whole ore cyanidation leaching was conducted on various oxide and transition samples with a standard diagnostic cyanidation procedure. Leach extraction was found to correlate quite closely to sulfide content. Cyanide consumption was 1.9 kg/t, while the lime consumption averaged 3.1 kg/t in these tests (Ratnayake, 2013c). An additional four oxide and transition samples were tested in the PFS phase to build upon that data set, and the combined results are shown on Figure 13.4. Consumption of cyanide for the new samples averaged 1.8 kg/t, while the lime consumption averaged 3.3 kg/t, quite similar to the PEA sample leaches (Gajo, 2014b).

 

Figure 13.4:     Leach Gold Extraction vs Sulfur Grade for Hangar Flats Oxide and Transition Samples

 

 

13.7 West End Deposit

 

13.7.1 Historical Metallurgy

 

Oxide ores from the West End Deposit were treated by heap leaching from 1982 to 1996. The heap leach process on ores (typically assaying roughly 1.3 g/t gold) involved crushing to minus 1.25 inches (32 mm) and a heap leach cycle of 50 days. Based on the information currently available, West End sulfides have never been processed commercially.

 

Testing conducted in the late 1970s and 1980s at Britton Research and Coastech Research on the sulfide ores yielded total recoveries in the 70% to 80% range through a combination of flotation, sulfide oxidation (roasting or bioleaching) and cyanidation of both the flotation tailings and oxidation residues (Britton, 1978; Broughton, 1987). Limited testing on oxide ores at Kappes, Cassiday and Associates occurred in 1997 which consisted of basic bottle roll extractions and all achieved between 84% and 89% extraction of gold (Albert, 1997).

 

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13.7.2 Flotation

 

The flotation of West End sulfides is relatively straightforward, however very little flotation optimization work was conducted during the PEA phase. Most of the work constituted flotation from two global composites, namely A2 and Sub-A2, to create concentrate for downstream oxidation testing. The moderate levels of muscovite/illite in the composites facilitated the production of what was deemed a POX-ready flotation concentrate after roughing alone, recovering 83.6% and 81.8% of the feed gold to rougher concentrates assaying 9.4% and 9.9% sulfur respectively. This was achieved by a bulk sulfide float at a grind P80 target of 100 µm with 200 g/t copper sulfate and 110 g/t PAX. A single stage of cleaning of the A2 concentrate was able to reach grades of 30.7 g/t Au and 20.8% S, at a cleaner stage gold recovery of 93.2% for an overall gold recovery of 77.9%.

 

It was found in the PEA program oxidation study that the level of carbonates in the West End Sub-A2 concentrates necessitated the use of an acidulation step prior to autoclaving and this forced a change in the concentrate criteria for the PFS to include the carbonate/sulfur ratio (M3 has set a target of less than 0.9:1). Therefore, the primary recommendation from the PEA program was to investigate cleaning of the concentrates to reject carbonates in order to negate the need for the costly acidulation step.

 

The West End Sulfide (WES) composite for PFS testwork was blended to represent the average feed grade of gold expected over the four phases of mining as set forth in the PEA, but lacked a specific sulfur grade target. This composite’s resulting sulfur grade of 0.65% brings it squarely into the transitional ore range. It was expected to have lower gold flotation recoveries and elevated tailings leach gold extractions than the higher sulfide containing ores. Applying the PEA flowsheet to the WES composite resulted in the production of a rougher concentrate grading 11.0 g/t Au, 5.1% S and 8.7% CO3; and recovered 79.7% of the gold into that rougher concentrate at a mass pull of 12.2%. A single stage of cleaning upgraded the concentrate to 27.2 g/t Au, 13.2% S and 8.6% CO3 with a cleaner stage recovery of 93.1% of the gold for an overall gold recovery of 74.2%. The carbonate to sulfur ratio was taken from 1.71 to 0.65 in one stage of cleaning.

 

Grind optimization testwork was completed at primary grind product targets of P80 55, 75, 100, 150 and 180 µm. There was improvement to the recovery of gold with each successively finer grind. The recovery of gold in the 150 µm to 180 µm range was similar, but improved in the 75 µm -100 µm range, and again with the 55 µm grind. Due to concerns with the capital and operating costs involved in grinding to 55 µm, as well as the applicability of the 75 µm target to Yellow Pine, the grind product of P80 75 µm was also chosen as the target for the WES program.

 

PFS reagent optimization testwork was then undertaken to identify the maximum amount of gold to be recovered while rejecting the most carbonates (Gajo, 2014a). Analysis of the PEA program data showed that the Yellow Pine and Hangar Flats concentrates had a carbonate to sulfur ratio of 0.13 and 0.15, respectively, while the West End concentrate was 1.14:1 for the carbonate to sulfur ratio. This was higher than the 0.9:1 limit imposed by M3 for the PFS. Through the batch flotation optimization tests, it was found that in a single stage of cleaning, the carbonate to sulfur ratio in the cleaner concentrate could be successfully reduced by two thirds as compared to the rougher concentrate ratio while maintaining a cleaner stage recovery of 95%.

 

In the final flowsheet, the feed was ground to a P80 of 75 µm with pyrite/arsenopyrite flotation conducted using 200 g/t copper sulfate and 175 g/t PAX, then cleaned in a single stage with 50 g/t copper sulfate and 50 g/t PAX. Cleaner tailings were reground with 25 g/t copper sulfate and floated with 25 g/t PAX to recover an additional 3% of gold from the cleaner tailings. It was recommended that for the plant environment, a cyclone be used to return the coarse fraction of the cleaner tailings to the ball mill for reprocessing with the rougher stream. Batch testwork on the WES composite based on that flowsheet produced an average rougher concentrate of 9.6 g/t Au, 4.5% S and 9.3% CO3 at a mass pull of 13.6% and recovery of 79.3% of the gold, nearly the same as the PEA flowsheet recovery. Single stage cleaning plus regrind and scavenging of the cleaner tailings produced an average concentrate grading 28.3 g/t Au, 14.0% S and 8.8% CO3 at a cleaner stage recovery of 94.9% and an overall gold recovery of 75.2%, slightly exceeding the PEA flowsheet recovery by 1%. This drops the carbonate to sulfur ratio from 2.0 to 0.63 with a single stage of cleaning.

 

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The results of the subsequent six-cycle locked cycle tests, which utilized the recycle of cleaner tailings back into primary grind for additional processing, are presented in Table 13.16 with a comparative batch test. The cleaner concentrate gold grade was 29.5 - 29.7 g/t, the sulfur grade was 14.4 - 15.0% and the carbonate was 7.9 - 8.2%, both having a comfortable carbonate to sulfur ratio of 0.55 or less in the concentrate. The batch rougher tests that this LCT was designed from achieved an average 79.3% rougher recovery, which gives this test a cleaner stage gold recovery of 97.8%. The locked cycle test tailings were forwarded for cyanidation testing, detailed later in this section. It is expected that a portion of the gold losses to tailings are associated with non-sulfide gangue minerals and would be available for leach recovery.

 

Table 13.16:     Gold Flotation of Sulfide Concentrate from West End Sulfide Samples

 

  Weight     Assays     Distribution     CO3:S  
West End Sulfide   Dry     %     Au (g/t)     As (%)     S (%)     CO3 (%)     Au (%)     As (%)     S (%)     Ratio  
LCT Au Cleaner + Scav Conc     80.1       4.4       29.70       3.87       14.37       7.89       77.5       81.3       93.0       0.55  
LCT Au Rougher + Scav Tail     1739       95.6       0.40       0.04       0.05       9.14       22.5       18.7       7.0          
BT Au Cleaner + Scav Conc     82.3       4.1       29.53       4.20       15.01       8.16       73.5       78.0       92.4       0.54  
BT Au Rougher Concentrate     261.4       13.1       10.13       1.41       4.85       9.24       80.0       83.1       94.8       1.91  
BT Au Rougher Tail     1739       86.9       0.38       0.04       0.04               20.0       16.9       5.2          
BT Au Rougher + Scav Tail     1918       95.9       0.46       0.05       0.05               26.5       22.0       7.6          

 

Note: LCT - Locked Cycle Test, BT - Batch Test

 

Gold cleaner concentrates from the test were subjected to full ICP, mercury and whole rock analysis scans, the results from which are shown in Table 13.17.

 

Table 13.17:     ICP, WRA and Halide Analysis of West End Sulfide Gold Cleaner Concentrate

 

Analyte   Units  

WES Au

Cleaner

Con

    Analyte   Units  

WES Au

Cleaner

Con

    Analyte   Units  

WES Au

Cleaner

Con

    Analyte   Units  

WES Au

Cleaner

Con

 
Al   %     4.81     Mn   ppm     690     LOI   %     16.50     CO3   %     7.69  
As   ppm     37500     Mo   ppm     70     Al2O3   %     9.09     CO3:S   none     0.55  
Ba   ppm     310     Ni   ppm     2210     CaO   %     4.70                  
Be   ppm     6     P   %     0.01     Cr2O3   %     <.001     Hg   ppm     19.00  
Ca   %     3.3     Pb   ppm     20     Fe2O3   %     24.80     Se   ppm     n/a  
Cd   ppm     <10     Sb   ppm     380     K2O   %     4.50     Bi   ppm     n/a  
Cr   ppm     4300     Sc   ppm     7     MgO   %     1.93     Ag   ppm     n/a  
Co   ppm     170     Sn   ppm     <50     MnO   %     <.001                  
Cu   ppm     990     Sr   ppm     130     Na2O   %     n/a     F   %     n/a  
Fe   %     17.40     Ti   %     0.26     P2O5   %     0.03     Cl   ppm     n/a  
K   %     3.7     V   ppm     90     SiO2   %     36.00                  
La   ppm     40     W   ppm     100     TiO2   %     0.44                  
Li   ppm     30     Y   ppm     17     V2O5   %     0.02                  
Mg   %     1.16     Zn   ppm     1430     SUM   %     98.0                  

 

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13.7.3 Gold Concentrate Upgrading for Sales

 

Limited testing using the WES composite on upgrading the concentrate for shipment to third party roasters and autoclaves has also been conducted. While gold grades of up to 52 g/t were produced, cleaner losses were about 18% at this grade. Further testing would be needed to improve the stage recovery of gold, and further stages of cleaning may be able to increase the grade of the concentrates as well.

 

13.7.4 Leaching of Flotation Tailings

 

A developmental leach study was performed which utilized the combined rougher + cleaner tailings from the WES locked cycle test (Gajo, 2014c). Results from tests evaluating three different feed percent solids and three different cyanide concentrations identified the optimum gold extraction from the WES tailings as 61% of the gold contained in the tailings. A batch agitated tank CIP leach was then conducted at 45% solids and 0.25 kg cyanide per tonne of tailings, which resulted in a gold extraction of 55.3%. The combined gold recovery from the locked cycle test and tailings leach for the WES composite is calculated to be 90%.

 

Leaching tests have also been conducted on the flotation tailings from the 29 variability samples (Table 13.18). Results from these are shown in the variability Section (13.7.7).

 

13.7.5 Pressure Oxidation of Concentrates and Cyanide Leaching of Residues

 

During the PEA phase, three pressure oxidation tests were run at Dynatec in Fort Saskatchewan, Alberta on West End gold flotation concentrates produced from the global Sub-A2 composite during that program. No regrinding of the concentrates was conducted. An acid demand test indicated that acidulation of the concentrates would be needed prior to oxidation testing, in the order of 180 kg of sulfuric acid per tonne of concentrate in testwork. The concentrate, grading 19.7 g/t Au, 9.4% S and 10.5% CO3, was tested twice at 215°C (acidulated and with acid addition to POX) and 230°C, each with samples taken at 40, 60 and 80 minutes. Results were similar to past testing in that sulfur oxidation was very rapid with oxidation essentially complete within 40 minutes for all conditions tested (Masters, 2012).

 

The pressure oxidation residues were leached at McClelland Laboratories through bottle roll leaching “as is” and after regrinding to P80 45 µm. The total residence time in the leach was 72 hours. The results indicated that the gold was readily leached into solution, with recoveries of 98% “as is” and 98.2% on reground residues. The silver extraction was 7.5% and 8.0%, respectively. Cyanide consumption in the tests was similar to that of Yellow Pine, at 4.3 kg/t for the “as is” leach and 4.0 kg/t for the reground residue leach, regrinding was deemed not beneficial to the leach (McClelland, 2012).

 

In the PFS phase of testwork, a confirmation pressure oxidation test was completed on the remaining Sub-A2 concentrate that had been used for the Dynatec PEA study (Jackman, 2014b). The pressure oxidation conditions used were recommended by Dynatec’s final report. The oxidation products were forwarded on for neutralization, CIP, CND and environmental studies.

 

In total, at SGS, three pressure oxidation tests were conducted at 220°C under 75 psi of O2 for 60 minutes, including acidulation of the concentrates to pH 1.8 prior to POX. Sulfide oxidation averaged 99% in the tests with POX solutions containing 3.08 ppm arsenic and <0.5 mg/L antimony. The results supported the Dynatec autoclave recommendations, but future lab tests should confirm assumptions that acidulation is not needed with better cleaning of concentrates from West End materials.

 

The samples from the two PFS program pressure oxidation runs were combined, fully washed and underwent a single CIP cyanidation leach, without regrinding, to determine the extraction of gold. The gold extraction from the test was 98.3% while silver extraction was negligible; consumptions were 0.13 kg of NaCN and 10.3 kg of lime per tonne of POX solids.

 

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13.7.6 Whole Ore Cyanidation

 

Thirty variability samples in total have been subjected to whole ore leaching. For the thirteen samples from the PEA phase of testwork, the kinetics were fast, generally leaching greater than 75% of the total amount in the first 5 hours of the leach. The average extraction of all transitional and oxide samples in the PEA study was 49.9%, ranging from 13.6% to 93.9%. Cyanide consumption ranged from 0.3 - 1.4 kg/t, while the lime consumption varied 0.24 - 1.5 kg/t in these tests (Ratnayake, 2013c). An additional fifteen oxide and transition samples were tested in the PFS phase to build upon that data set, showing faster yet leaching kinetics of greater than 90% in the first 5 hours. All the tests were conducted at the PEA grind size of 80 percent passing 100 microns. The average extraction of all transitional and oxide samples in the PFS study was 45.2%, ranging from 11.6% to 84.4%. Consumption of cyanide for the new samples averaged 0.45 kg/t, while the lime consumption averaged 1.37 kg/t, quite similar to the PEA sample leaches (Gajo, 2014b).

 

Two additional whole ore global composites, WES and West End Oxide (WEO) were also tested and achieved similar kinetic results, showing greater than 96% of the extraction happening in the first 6 hours of the leach (Gajo, 2014c). Extractions of 30% and 73% were achieved on these transitional (WES) and oxide (WEO) composites. Reagent consumption in these tests was much lower than in the bottle rolls, at just 0.02 - 0.19 kg/t for cyanide and 0.64 - 1.21 kg/t for lime.

 

13.7.7 Variability Testing

 

Variability testing has been conducted on twenty-nine West End samples spanning the entire spectrum of oxidation from true sulfide to essentially pure oxide (Ratnayake, 2013c; Gajo, 2014b). The results from flotation, flotation tailings leaching and whole ore leaching tests at 100 µm P80 grind are summarized in Table 13.18 (PFS samples below the double line). These results have been used for metallurgical forecasting purposes, as described later in this section. The average whole ore leach gold extraction of sixteen West End oxide samples (defined here as having less than 0.35% S in the feed) is 61.8%. The average flotation gold recovery of four sulfide samples (defined here as having greater than 0.85% S in the feed) is 81.4%. For the transition range samples, with feed sulfur grades from 0.35 to 0.85%, the best recoveries are achieved with a flotation of sulfides followed by leaching of the tailings, which averaged 89.9% total recovery of gold.

 

Table 13.18:     Variability Testing on West End Samples

 

                                                          Total Extraction, %  
Composite   Head Grade (calc)     Concentrate Grade     Flotation Recovery     Whole
Ore
    Tailings     Float +
Tailings
 
ID   Au (g/t)     As (%)     S (%)     Au (g/t)     As (%)     S (%)     Au (%)     As (%)     S (%)     Leach     Leach     Leach  
WE2     1.63       0.12       0.61       12.61       0.92       4.64       97.9       93.0       95.7       16.0       64.6       99.3  
WE11     1.67       0.62       1.44       10.52       3.91       9.46       92.3       93.1       96.4       13.6       38.5       95.3  
WE14     2.35       0.48       1.03       8.37       1.86       4.32       79.2       85.5       93.2       23.3       47.3       89.0  
WE15     1.88       0.26       1.55       6.44       0.86       5.65       90.2       88.5       96.2       14.6       26.1       92.8  
WE17     0.74       0.04       0.35       5.32       0.32       3.16       74.5       78.6       94.8       15.7       25.9       81.1  
WE20     2.78       0.34       0.05       10.75       0.93       0.35       37.8       26.4       65.3       93.9       94.3       96.5  
WE21     1.18       0.08       0.07       9.13       0.37       0.60       60.9       37.1       71.8       91.6       83.1       93.4  
WE22     1.53       0.07       0.02       8.56       0.22       0.09       47.4       28.3       45.8       85.5       77.0       87.9  
WE23     0.92       0.05       0.01       6.05       0.19       0.07       44.2       25.5       34.5       80.0       74.4       85.7  
WE24/25     1.25       0.13       0.33       8.09       0.71       3.06       66.9       56.4       94.6       46.0       85.7       95.3  

 

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                                                          Total Extraction, %  
Composite   Head Grade (calc)     Concentrate Grade     Flotation Recovery     Whole
Ore
    Tailings     Float +
Tailings
 
ID   Au (g/t)     As (%)     S (%)     Au (g/t)     As (%)     S (%)     Au (%)     As (%)     S (%)     Leach     Leach     Leach  
WE26     0.64       0.03       0.10       3.67       0.18       0.92       53.4       51.4       82.5       68.7       84.5       92.8  
WE27     0.63       0.03       0.16       3.90       0.22       1.46       57.1       63.3       83.3       56.1       76.1       89.7  
WE28     1.72       0.05       0.10       20.00       0.50       1.77       50.7       45.8       80.4       66.5       69.7       85.1  
WE29     0.52       0.07       0.32       6.90       1.00       4.91       82.0       81.9       94.2       11.3       8.6       83.5  
WE30     0.30       0.11       0.18       1.90       0.50       3.54       27.2       20.1       84.2       84.4       91.5       93.8  
WE33     0.37       0.07       0.17       2.70       0.40       1.55       75.4       66.8       89.6       29.0       40.0       85.3  
WE34     0.82       0.09       0.14       7.10       0.70       1.70       59.2       51.9       80.7       52.8       69.9       87.7  
WE35     0.64       0.22       0.55       2.30       0.90       3.46       49.1       54.4       87.4       78.0       89.6       94.7  
WE38     1.39       0.21       0.17       8.60       1.20       1.94       48.3       44.5       89.1       72.7       89.9       94.8  
WE39     1.45       0.17       0.31       16.50       2.30       4.50       73.5       85.3       93.9       46.5       64.8       90.7  
WE40     0.76       0.13       0.39       13.60       2.40       7.74       82.5       82.9       92.6       14.8       0.0       82.5  
WE41     3.16       0.31       0.89       17.10       1.70       6.63       63.7       65.8       87.2       37.2       61.9       86.2  
WE42     1.53       0.24       0.57       13.80       2.20       5.66       85.2       84.3       93.7       17.2       24.5       88.9  
WE43     1.68       0.18       0.41       34.50       4.10       11.10       66.7       74.9       88.2       36.9       71.6       90.5  
WE44     1.70       0.11       0.41       31.10       2.60       12.30       55.6       70.1       90.6       57.1       75.7       89.2  
WE45     1.34       0.03       0.42       17.20       0.40       7.37       65.3       55.8       88.8       43.8       79.1       92.8  
WE47     0.90       0.11       0.29       23.00       2.90       7.96       82.9       84.7       90.0       29.4       44.7       90.5  
WEO     0.91       n/a       0.04       n/a       n/a       n/a       n/a       n/a       n/a       73.6       n/a       n/a  
WES     1.62       0.24       0.67       10.00       1.50       5.10       79.7       83.7       93.4       29.7       55.3       90.9  

 

The actual use of leach, flotation and flotation in combination with tailings leach would be driven by project economics and thus, the cut-off grades of sulfur for samples processed in each manner may change.

 

13.8 Historic Tailings Reprocessing

 

Approximately 2.7 million tonnes of historic tailings, produced and deposited during the 1930s through the 1950s by the Bradley Mining Company, are located in the Meadow Creek Valley. These tailings average approximately 1.19 g/t gold, 2.92 g/t silver and 0.17% antimony; consequently, a test program was completed to assess whether processing them is economically feasibility; based on the information currently available, no testwork has been completed in the past evaluating the reprocessing of the tailings. The testwork program considered blending the tailings with early production Yellow Pine material as that timing coincides with when they would have to be processed prior to development of the waste rock storage facility that is planned for that area.

 

Particle size analyses of the seven composites tested show an average P80 of 193 µm with a range from 109 µm to 323 µm and a gold head grade ranging from 0.78 g/t to 1.51 g/t.

 

Table 13.19:      Head Grade and Particle Size Analyses of Historic Tailings Composites

 

Head Grade   Comp 1 (24S)     Comp 2 (25S)     Comp 3 (26S)     HTL     HTM     HTH     S06  
Au, g/t     0.98       1.12       1.51       0.78       1.17       1.31       1.44  
Ag, g/t     4.00       3.00       3.80       -       -       -       <10  
As, %     0.09       0.15       0.18       0.09       0.15       0.17       0.10  
Sb, %     0.14       0.16       0.22       0.07       0.23       0.17       0.87  
S, %     0.43       0.36       0.29       0.18       0.37       0.28       0.61  
PSA P80, µm     323       142       109       139       276       116       245  

 

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Testwork completed where the historic tailings material was blended into the early production Yellow Pine material at a ratio of 15% of the total feed to the ball mill used single point calibration data to determine relative work indices and laboratory grind times. This scoping level data indicates that blending the historic tailings material with fresh ore may reduce the operating work index of the total feed to the grinding circuit by 10 - 14% (Gajo, 2014b).

 

13.8.1 Flotation

 

Two courses of testwork have been undertaken at SGS on the Historic Tailings, the first being a scoping study into the response of the tailings to the standard flotation procedure that was conducted on the oxide-transitional materials of the three primary ore deposits (McCarley, 2013). The second study applied the Yellow Pine flotation flowsheets for low antimony and high antimony material to four different composites of the historic tailings (McCarley, 2014), which culminated in a locked cycle testwork program to evaluate the effect of a 15% blend of historic tailings with fresh, Early Production Yellow Pine material on flotation response (Gajo, 2014b).

 

The scoping study was conducted on three single sonic core composites (Comp 1, Comp 2 and Comp 3) which were spatially separated in the repository. Rougher flotation was conducted at 100 µm and 75 µm P80 grind targets, at natural pH, with 200 g/t copper sulfate as the activator, 110 g/t PAX as the collector and froth collection of 29 minutes. An additional set of tests, done at 75 µm grind, included sodium sulfide (Na2S) in a conditioning step after the grind. Gold recovery in all samples was improved with the finer 75 µm P80 target in the grind over the 100 µm target while sulfidizing with Na2S improved the performance of flotation for Composites 1 and 2 but had no discernible effect on Composite 3. The best performance achieved with the 75µm tests and no sulfidizing were:

 

· Composite 1: Concentrate assaying 5.23 g/t Au and 2.1% S at 84.3% gold recovery;

 

· Composite 2: Concentrate assaying 4.26 g/t Au and 1.4% S at 78.7% gold recovery; and

 

· Composite 3: Concentrate assaying 2.62 g/t Au and 0.45% S concentrate at 64.2% gold recovery.

 

Rougher mass pulls ranged from 17 to 37%. Kinetic cleaner testing was then conducted with 10 g/t PAX. The cleaner stage gold recoveries obtained in the tests without sodium sulfide were: Composite 1 with 94.4%, Composite 2 with 77.3% and Composite 3 with 85.5%.

 

The second flotation program for historic tailings evaluated composites which had been chosen considering the spatial relationship of the core holes in the repository, and also by gold grade. The composites are Historic Tailings High gold, 1.31 g/t (HTH), Historic Tailings Average gold, 1.17 g/t (HTM), and Historic Tailings Low gold, 0.78 g/t (HTL). An additional, single-hole variability composite (composite # S06) was also tested as a high antimony sample (0.87% Sb). The purpose of the testwork was to gauge the response of the tailings to the established Yellow Pine flotation flowsheet. Later testwork in the PFS study included flotation of fresh Yellow Pine ore samples blended with the HTM composite and evaluation of the flotation response.

 

The composites were subjected to kinetic rougher flotation testing on either the Yellow Pine High antimony or Low antimony flowsheet, based on their antimony content. Antimony circuit antimony recovery from the high-antimony composites HTM, HTH, and S06 were 37%, 12% and 49%, respectively. Gold losses to the rougher concentrate were all below 3.2%. The overall results of the kinetic tests for each composite were:

 

· HTL at 6.86 g/t Au, 1.6% S and 54.5% gold recovery;

 

· HTM with 15.9 g/t Au, 5.42% S and 71.1% gold recovery;

 

· HTH at 2.41 g/t Au, 0.7% S and 36.6% gold recovery; and

 

· S06 at 14.1 g/t Au, 6.2% S and 75% gold recovery.

 

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The kinetics data suggest gold flotation was near completion for the HTM and S06 composites using the standard residence time, but flotation was slow in HTL and HTH and not complete (the latter was reported to be very viscous in the cell).

 

Cleaner tests were then conducted on the composites to evaluate the effect of the Yellow Pine flowsheet on cleaning of the historic tailings. Composite HTH was floated at 30% solids rather than at 35% and it was noted that it was still quite thick but did not appear to be as rich in slimes. It is felt that when blended into fresh ore, this influence on viscosity will not be observed in flotation, but further testwork is recommended to confirm such. A summary of the cleaner flotation test results are given in Table 13.20.

 

Table 13.20:      Historic Tailings Cleaner Test Results with Yellow Pine Flowsheet

 

Parameter   HTL     HTM     HTH     S06     Parameter   HTL     HTM     HTH     S06  
Feed P80     81       71       61       68     -     -       -       -       -  
Antimony 2nd Cleaner Concentrate     Gold Final Concentrate  
Mass Pull (%)     -       0.13       0.08       0.17     Mass Pull (%)     3.89       2.81       2.83       2.73  
Grade     Grade
Au, g/t     -       7.62       6.01       3.30     Au, g/t     11.5       25.7       12.4       32.9  
As, %     -       0.35       0.60       0.18     As, %     1.21       2.98       1.70       3.07  
Sb, %     -       50.4       6.79       60.2     Sb, %     -       1.44       1.48       10.4  
S, %     -       20.7       3.67       24.8     S, %     2.85       8.94       4.47       14.8  
Recovery     Recovery  
Au, %     -       0.94       0.53       0.45     Au, %     55.4       68.7       36.6       70.8  
As, %     -       0.30       0.30       0.24     As, %     51.8       55.3       28.0       64.1  
Sb, %     -       27.5       3.44       13.3     Sb, %     -       17.0       24.9       35.9  
S, %     -       7.16       1.16       6.96     S, %     61.1       67.0       47.3       64.9  

 

Both HTM and S06 yielded antimony concentrates that were at or above the 50% grade target for antimony content; all three antimony final concentrates held the gold losses to less than 1% but antimony recovery was poor in all three tests. In the case of S06 this resulted in a high antimony grade of nearly 10.5% in the final gold concentrate, while in the other tests the antimony remained low, below 1.5%. Gold concentrates from both HTM and S06 were above 5% sulfur in rougher flotation. Since the historic tailings are proposed to be blended into the Yellow Pine mill feed at a 15% ratio, this is not expected to have a significant impact on the overall concentrate sulfur grade produced from the blend.

 

13.8.2 Leaching Studies

 

All seven historical tailings composites were leached by a standard cyanidation procedure to determine the overall recovery of gold from whole samples. In the scoping program on the first three composites, one set of tests was completed at a grind P80 target of 100 µm, in line with the oxide-transition testwork. A second set of tests was completed at the same grind target and using oxygen addition to the leaches. A third set of tests was then completed at the new PFS grind P80 target of 75 µm with oxygen. For the four developmental program composites, a single set of leaches was conducted at the P80 target of 75 µm with oxygen.

 

The results of the leaches on the first three composites in the scoping program mirrored the flotation results in that Composite 3 was now best performing (poorest flotation), followed by Composite 2 and then finally Composite 1 (best flotation). Neither the use of oxygen nor the finer grind appeared to benefit the extraction of gold from any of the samples. Leach kinetics showed that most of the gold was leached within the first 24 hours of the test.

 

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In the developmental study leaches, the extractions of gold from the feed also mirror the flotation results; where HTL floated 55 - 60% of the gold, approximately 36% leached, indicating that much of what did not float is associated with non-sulfide gangue minerals. There is a similar pattern for HTM, with 73 - 77% floating and 28% leaching, in HTH, with 58 - 69% floating and 49% leaching and in S06, with 79 - 83% floating and 26% leaching.

 

Select tailings from the flotation tests were also subjected to the standard cyanidation leaches, with the results given in Table 13.21. For tests HTM and S06 the tailings leach was conducted on rougher tailings alone, while for HTL and HTH the leaches were conducted on a combination of rougher and cleaner tailings.

 

Table 13.21:      Flotation Tailings Leach Results on Historic Tailings Composites

 

          Average     Reagent Consumed     Gold Head Grade     Gold     Gold
Extraction
 

Comp

ID

 

P80

(µm)

   

Dissolved O2

(mg/L)

   

NaCN

(kg/t)

   

Lime

(kg/t)

   

Calc

(g/t)

   

Direct

(g/t)

   

Residue

(g/t)

    (%)     (g/t)  
Comp 1     92.0       33.7       0.35       0.83       0.25       0.25       0.19       26.0       0.06  
Comp 2     81.0       28.6       0.31       0.86       0.38       0.29       0.24       37.2       0.05  
Comp 3     77.0       31.5       0.51       1.89       1.09       1.07       0.47       57.0       0.60  
HTL     81.0       26.6       0.20       0.61       0.34       0.37 (1)     0.22       35.6       0.15  
HTM     71.0       23.9       0.16       0.54       0.28       0.28       0.23       16.5       0.05  
HTH     61.0       13.7       0.77       0.86       0.59       0.58 (1)     0.41       31.7       0.17  
S06     68.0       25.8       0.23       0.64       0.27       0.27       0.21       22.4       0.06  

 

Note:  (1) Estimated from Rougher + Cleaner tailings assays

 

When combined with the amount of gold recovered through flotation, the overall gold recovery of the historic tailings becomes 84.3%, 87.6% and 73.7% for Composites 1, 2 and 3, respectively. It becomes 71.3%, 75%, 56.7% and 80.6% for Composites HTL, HTM, HTH and S06, respectively. Including gold recovered to the antimony circuit, HTM, HTH and S06 overall gold recovery becomes 78.2%, 60.8% and 81% respectively.

 

Testwork was conducted on blends of Yellow Pine fresh material and Historic Tailings, with the aim of exploring if the two feed types could be effectively co-mingled for processing. This testwork included a brief batch test program on the EPH and EPL composites, each time blended with 15% of average gold grade (HTM2) Historic Tailings material (Gajo, 2014b). This culminated in a locked cycle test on the blended EPH/Historic Tailings composite. As the EPL/Historic Tailings blend reached target sulfur grade by roughing alone, this was not tested in locked cycle mode, rather by a 4 kg batch test. The results, shown below, indicate no adverse effects of blending in the tailings on overall metallurgy, with both antimony and gold recoveries very similar to those from testing Yellow Pine alone, and antimony concentrate grades remaining very high and sulfur grades remaining above the threshold for POX.

 

Table 13.22:      Flotation of Blended Yellow Pine Early Production Feed and Historic Tailings

 

    Weight     Assays     Distribution  
Material   Dry     %     Au (g/t)     As (%)     Sb (%)     S (%)     CO3 (%)     Au (%)     As (%)     Sb (%)     S (%)  
Blend of Early Production High Sb (85%) & Historic Tailings (15%)                                            
LCT Sb Final Concentrate     17.2       0.86       11.4       0.39       58.7       25.8       n/a       3.3       0.8       89.1       15.9  
LCT Au Rougher Concentrate     354.7       17.7       15.1       2.09       0.28       6.3       1.7       91.3       92.2       8.9       80.9  
LCT Au Rougher Tail     1635.4       81.5       0.19       0.03       0.01       0.05       0.85       5.4       7.0       1.9       3.1  
Blend of Early Production Low Sb (85%) & Historic Tailings (15%)                                            
BT Au Rougher Concentrate     633.4       15.8       12.4       2.17       n/a       5.98       1.45       94.3       93.4       n/a       95.7  
BT Au Rougher Tail     3367.7       84.2       0.14       0.03       n/a       0.05       n/a       5.7       6.6       n/a       4.3  

 

Note:  LCT - Locked Cycle Test, BT - Batch Test

 

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The tailings were leached using the standard Yellow Pine leach procedure, with 8% of the gold in the EPH Blend flotation tailings and 20% of the gold in the EPL Blend tailings being leached – the latter being slightly better than might have been expected from a pure weighted average of the individual metallurgy of the two components.

 

Overall, the above evidence suggests that the Yellow Pine and Historic Tailings materials can be successfully co-processed.

 

13.9 Metallurgical Prediction

 

13.9.1 Antimony Flotation

 

The PFS metallurgical testing program employed rougher flotation tests to describe the variability in antimony recovery, with the use of a small number of locked cycle tests to describe how well the antimony floated to the rougher concentrate and was upgraded by closed-circuit (locked cycle) cleaner flotation to saleable grade.

 

The rougher flotation results have been tabulated in previous sections as Table 13.5 and Table 13.11. Antimony recovery is linked to head grade for both Yellow Pine and Hangar Flats as shown on Figure 13.5, and equations linking head grade to a prediction of recovery are shown for both Yellow Pine and Hangar Flats.

 

Figure 13.5:      Antimony Rougher Metallurgical Prediction

 

 

 

Three antimony flotation locked cycle tests were completed, the results from which have been described earlier in this section and are summarized below. Cleaner circuit performance is relatively consistent between the three tests yielding a concentrate assaying 59% Sb at roughly 96% cleaner stage recovery. Accordingly, antimony cleaner recoveries of 98.1% (the mean of the two tests) for Yellow Pine and 96.7% for Hangar Flats has been applied to the Sb rougher recoveries from the above equations to link antimony feed grade to recovery to final concentrate. A constant concentrate grade of 59% Sb has been assumed.

 

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13.9.2 Flotation and Direct Leaching of Gold

 

13.9.2.1 Yellow Pine

 

The recovery of gold to the combined Yellow Pine rougher concentrates has been characterized for both the antimony-rich and antimony-poor samples using the data from sixteen variability tests conducted on early production samples, samples from the 2014 mini-variability program and on the major PFS composites (see Table 13.1).

 

While the use of the sequential antimony-gold flotation circuit has no adverse effect on overall gold recovery, the gold recovered to the gold concentrate itself is lower due to misplacement to the antimony final concentrate. In Yellow Pine, this is linked to the antimony head grade.

 

Figure 13.6:      Yellow Pine Antimony Head Grade vs Antimony Rougher Gold Loss

 

 

 

In the final prediction equation, this value must be multiplied by a factor of 0.237 to account for the rejection of some of the rougher gold in cleaning that was observed in locked cycle flotation.

 

Unlike in the PEA, the PFS-optimized flowsheets demonstrated no systematic differential in overall gold recovery with the use of the two flowsheets, so all the rougher flotation data has been gathered into a single dataset. There is evidence, albeit weak, of a gold head grade/rougher recovery relationship so a simple linear regression has been used in preference to using a fixed recovery.

 

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Figure 13.7:      Yellow Pine Gold Head Grade vs Rougher Unit Recovery

 

 

 

The regression chart and equation shown on Figure 13.7 provide the flotation recovery of gold in samples with a feed grade of less than 4 g/t gold as a function of head grade.

 

Sulfur recovery appears fixed and independent of head grade, averaging 94.7%, and in the low antimony samples the concentrate sulfur grade also appears to be independent (Figure 13.8). In the high antimony samples there is a trend favoring higher concentrate grades as a consequence of higher head grades, and this has been used to predict the concentrate sulfur grade to the concentrate in those samples (Figure 13.9).

 

Figure 13.8:      Yellow Pine Sulfur Head Grade vs Rougher Concentrate Recovery and Grade

 

 

 

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Figure 13.9:      Yellow Pine High Antimony Sample Gold Head Grade vs Rougher Concentrate Sulfur Grade

 

 

Based on the limited data available on the carbonate assay in the flotation concentrates, a factor of 0.63 x head carbonate grade has been used to predict the carbonate grade in the Yellow Pine gold concentrates.

 

Leaching the tailings yielded generally very poor recoveries of additional gold. A constant leach extraction reflecting the average of the dataset (10% of the gold in the tailings) has been assumed for metallurgical forecasting purposes.

 

13.9.2.2 Hangar Flats

 

In Hangar Flats, gold misplacement to the antimony rougher concentrate is best predicted using the feed gold grade.

 

Figure 13.10:      Hangar Flats Gold Head Grade vs Antimony Rougher Gold Loss

 

 

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In the final prediction equation, this value must be multiplied by a factor of 0.239 to account for the rejection of some of the rougher gold in cleaning that was observed in locked cycle flotation.

 

As with Yellow Pine, gold recovery from sulfide Hangar Flats samples appeared to be unrelated to the use of the bulk flotation or Sb-Au sequential flowsheet. A sulfur head grade/gold rougher recovery relationship has been used to predict gold recovery in preference to using a fixed recovery (for all low and high antimony samples). Although this negative correlation is somewhat counterintuitive, the limited data available meant that the two poor acting samples could not be ignored and the relationship has accordingly been adopted.

 

Figure 13.11:      Hangar Flats Feed Sulfur Head Grade vs Gold Rougher Flotation Gold Recovery

 

 

 

Lower recoveries can be expected with gouge samples influenced by the Meadow Creek Fault, as evidenced by the two low performers in the chart, which are expected to make up approximately 15% of the Hangar Flats Mineral Resource. It may be beneficial in the future to segregate out the projections for gouge-influenced samples.

 

Figure 13.12:      Hangar Flats Gold Rougher Concentrate Sulfur Recovery Prediction

 

 

 

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Sulfur recovery to the gold concentrate in High Sb samples appears strongly tied to the feed arsenic grade while for the Low Sb samples it is more closely tied to feed sulfur grade (Figure 13.12). The influence of the gouge material is again seen with lower recovery in higher sulfur samples.

 

Sulfur grade in the rougher concentrates of the full suite of samples is best modeled with the feed sulfur grade as shown on Figure 13.13.

 

Figure 13.13:      Hangar Flats Sulfur Head Grade vs Rougher Sulfur Grade

 

 

 

Based on the limited data available on the carbonate assay in the flotation concentrates, a factor of 0.74 x head carbonate grade has been used to predict the carbonate grade in the Hangar Flats gold rougher concentrates.

 

In the final years of operation, the planned mill feed is dominated by West End material with a minor component of material from Hangar Flats. The processing of the carbonate-rich West End material would prompt the need to clean the rougher concentrates to achieve the target 0.9:1 ratio of carbonate to sulfur. There would also be occasional times where the Hangar Flats concentrate sulfur grade would not meet the 5% sulfur requirement for POX (gouge material and some transitional ores). The effect of cleaning on overall grades and recoveries has been established by comparing the recoveries by locked cycle testing of the HFH and HFL with commensurate rougher testing. The HFH and HFL locked cycle concentrates assayed 14.5% and 14.9% sulfur respectively, at cleaner stage gold recoveries of 95.3% and 96.2%. For the sake of mass balancing these have been assumed to be constant at the average (95.8%) gold recovery and (14.7%) sulfur grade through the years when cleaner flotation would be operating. Sulfur recovery to the cleaner concentrate is also assumed fixed at 96.1%. Based on limited data, carbonate grade does not appear to change with cleaning and should be assumed to remain the same as measured in the rougher concentrate.

 

The leach response from the Hangar Flats flotation tailings has not been well-established in the test program – tailings from some poor-floating Hangar Flats samples leached well (the transition samples) and the HFH and HFL composites both yielded economic leach recoveries from their tailings while some other poor-floating samples leached poorly. A loose relationship exists however, between feed sulfur grade and the recovery of gold from the tailings.

 

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Figure 13.14:      Hangar Flats Feed Sulfur Grade vs Flotation Tailings Gold Leach Unit Recovery

 

 

 

13.9.2.3 West End

 

Two flowsheets would be employed to treat West End ores: cleaner flotation plus tailings leaching, and direct whole ore cyanidation (i.e. bypassing the flotation circuit). Process selection would be driven by the differential in recovery from the two options traded against the processing cost differential.

 

Gold flotation recoveries are highest when the gold is in solid solution in the host sulfides, and at their lowest when the sulfides have been totally destroyed by oxidation. Owing to its grain size, this free gold in oxide samples does not float well. Accordingly, the PEA variability sample flotation recovery shows an inverse correlation with the geochemical leach recovery.

 

The most recent PFS variability testwork was conducted on the optimized flowsheets at a primary grind P80 of 75 µm, and as compared to the PEA primary grind of P80 at 100 µm, showed improved flotation and tailings leach recoveries which needed to be accounted for in the current PFS metallurgical projections. PFS cleaning of the rougher concentrates at this finer grind was able to produce a POX ready flotation concentrate at slightly improved recovery as compared to the PEA rougher concentrate recovery. The mean difference in recoveries between the PEA rougher and PFS cleaner flowsheets for flotation is shown below:

 

Table 13.23:      Comparison of PEA and PFS Flowsheet Flotation Recoveries to POX Feed

 

Sample   PEA (%)     PFS (%)     Difference (%)  
WE41     63.7       62.8       -0.9  
WE44     55.6       56.7       1.1  
WE47     82.9       84.5       1.6  
Average     67.4       68.0       0.6  

 

It must be stressed that the above 0.6% improvement in recovery is directly related to cleaned POX-ready concentrate, and that no account therefore needs to be made for cleaner losses in using this number to convert from the AuCN ratio-based equations to POX ready concentrate. This negates the PEA projection requirement for a 0.975 cleaning performance factor and is incorporated into the equation as shown on Figure 13.15.

 

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Figure 13.15:      West End Flotation Gold Recovery vs Whole Ore Geochemical Leach Gold Extraction

 

 

 

The sulfur grades of the cleaner concentrates from three batch tests and one locked cycle test on WE41, WE44, WE47 and WES respectively were 12.5%, 12.3%, 13.1% and 14.4%, despite highly variable sulfide sulfur head grades of 0.91%, 0.41%, 0.26% and 0.68% respectively. Accordingly, it has been assumed that the sulfur grade in the concentrate would be a constant, and the average of the tests (13.0%) has been used. The mass pull has been calculated by balancing the sulfur grades in the feed and concentrate, together with the sulfur recovery – which is assumed to be 93% based on the locked cycle test (the mean batch sulfur recoveries from the batch tests averaged 94%).

 

Tailings from the float are for the most part leachable, and correlate well with the geochemical gold cyanide (AuCN) / gold fire (AuFA) assays. Due to the finer primary grind size in the PFS flowsheet, now at 75 µm instead of 100 µm, the leachability of the gold in tailings has improved. The mean difference in recoveries between the PEA and PFS flowsheets for tailings leaching is shown in Table 13.24.

 

Table 13.24:      Comparison of PEA and PFS Flowsheet Flotation Tailings Leach Gold Extraction

 

Sample   PEA (%)     PFS (%)     Difference (%)  
WE41     22.5       25.6       3.1  
WE44     33.6       33.5       -0.1  
WE47     7.6       9.6       2.0  
Average     21.2       22.9       1.7  

 

This data analyzed for the prediction equation includes the point (0, 0); it is felt that it is a legitimate point since zero extraction from the AuCN tests would indicate zero extraction from a laboratory leach of tailings. Also, as noted above, moving from the 100 µm PEA flowsheet to the 75 µm PFS flowsheet improves the leach recovery by an average of 1.7%, which is also incorporated into the analysis. The respective chart and equation developed is shown on Figure 13.16. It has been assumed for the sake of metallurgical projections that the gold lost in cleaning will subsequently leach to the same recovery as the gold in the rougher tailings.

 

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Figure 13.16:     West End Flotation Tailings Leach vs Whole Ore Geochemical Leach Gold Extraction

 

 

 

The extraction of gold from whole ore leaching is best defined through the modeled cyanide gold assay (AuCN) diagnostic geochemical data, adjusted to fit expected actual commercial leaching performance. The AuCN assays are compared with AuFA assays to evaluate the maximum percentage of gold that is leachable. This short, intensive, cold cyanide leach on material of a nominal 100 µm grind (but in reality quite pulverized), tended to yield recoveries somewhat higher than metallurgical laboratory bottle roll data used in the regression study (Table 13.18). The equation on Figure 13.17 was developed to arrive at a link between the geochemical and metallurgical laboratory recoveries.

 

Figure 13.17:    West End Metallurgical Laboratory Whole Ore Leach vs Geochemical Leach Gold Extraction

 

 

 

It is assumed, for the sake of the PFS projections, that leach recovery of gold in whole ore will improve by the same average (1.7%) as in the flotation tailings with the finer grind and this has been incorporated into the above analysis.

 

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13.9.2.4 Historic Tailings Reprocessing

 

As the mine plan does not attempt to characterize the Historic Tailings material to be mined on a year-by-year basis, the metallurgical forecast for processing the Historic Tailings would also include a single performance parameter for the duration of the mine life. Based on tests on seven Historic Tailings samples, both gold and sulfur recovery are closely related to the sulfur head grade. Similarly, the concentrate sulfur grade is linked to head grade. Using these correlations and a mine plan head grade of 0.33% sulfur, forecasts of gold recovery (71.2%), sulfur recovery (74.9%) and sulfur concentrate grade (2.3%) have been made.

 

Figure 13.18: Historic Tailings Sulfur Head Grade vs Process Parameters

 

 

 

Testwork on a blend containing 15% Historic Tailings and 85% Yellow Pine Early Production material showed there to be no adverse effects from blending these materials, such that the Project metallurgy of the blend would reflect the weighted mean metallurgical response of the two components.

 

13.9.3 Silver

 

The silver metallurgical forecasting equations have been summarized in Table 13.25.

 

Table 13.25: Silver Recovery Predictions

 

Deposit  

Antimony

Concentrate

   

Gold

Concentrate

    POX-CIL(2)    

Tailings

Leach

   

Whole Ore

Leach

 
Yellow Pine Hi Sb     43 %     30 %     4 %     10 %     n/a  
Yellow Pine Low Sb     n/a       73 %     4 %     10 %     n/a  
Hangar Flats High Sb     50 %     30 %     5 %     6 %     n/a  
Hangar Flats Low Sb     n/a       80 %     5 %     6 %     n/a  
West End Sulfide     n/a       (1)   4 %     59 %     n/a  
West End Mixed     n/a       (1)     4 %     59 %     n/a  
West End Oxide     n/a       n/a       n/a       n/a       52 %
Historic Tailings     n/a       73 %     4 %     10 %     n/a  

 

Note:
(1)       West End Ag recovery: 0.912 x gold recovery - 1.05
(2)       Percent of Ag reporting to POX that is recovered.

 

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13.9.4 POX Leach Loss

 

There has been limited testwork completed defining the gold loss in oxidation and leaching of the flotation concentrates produced. It is recommended to apply a factor of 0.978 for Yellow Pine, 0.970 for Hangar Flats and 0.982 for West End to account for the gold remaining in the oxidized solids after leach.

 

13.9.5 Soluble Gold Loss

 

All barren solutions from the carbon elution and electrowinning circuits are considered internal recycling streams and should not contribute to gold losses. However, slurry streams which have passed through cyanide detoxification and are sent to the tailings facility will contain small amounts of soluble gold in solution unrecovered in the potential oxidized concentrate CIP and whole ore/flotation tailings carbon-in-leach (CIL) adsorption circuits and represent the only source of solution gold loss.

 

This soluble gold loss should be calculated from the steady state tailings pond solution volume plus pore solution in the settled solids and should not include reclaimed process water from the tailings facility which is also recycled. The calculation is performed with data sourced over a set time period and gives the cumulative mass of soluble gold loss, which as a fraction of the cumulative mass of gold fed to the leach gives the percent soluble gold loss over the set time period.

 

Limited test data indicates that the CIP adsorption efficiency averages approximately 94.9% and CIL adsorption efficiencies are greater than 98.5%. Further testwork is planned on the carbon and detoxification circuits in the feasibility testwork program. For the purposes of projecting PFS level metallurgical recoveries, losses due to carbon adsorption inefficiency in this program are only estimates. Soluble gold losses estimated against industry benchmarks are projected for this case at less than 1%, and possibly down to 0.5 - 0.2%, by mass, relative to gold in POX residues and oxide solids fed to leach (Ford, 2014).

 

For projection purposes, it is recommended to use a 0.8% loss in the calculations for all deposits (a factor of 0.992).

 

13.9.6 Metallurgical Summary

 

For convenience, all metallurgical recovery predictions for gold, silver, and antimony that have been developed in the preceding Sections, and that will form the basis of the PFS metallurgical recovery predictions, are provided in Table 13.26. The equations include all losses such that payable metal factors can be applied to these metallurgical recoveries. The only exceptions are the sulfur metallurgical regressions as these do not affect actual antimony, gold and silver metallurgy – just the mass balance of the circuit itself.

 

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Table 13.26: PFS Metallurgical Recovery Prediction Equations Through POX and Leach

 

Deposit Ore Type Circuit Metal Metallurgical Recovery Equation (%)
West
End
Oxide Oxide Au Leach extraction = (85.151 x AuCN / AuFA + 9.8540) x 0.992
Ag Leach extraction = (Feed Ag Grade x 0.52) x 0.992
Sulfide/
Mixed
Gold Au Cleaner flotation recovery = (-49.47 x AuCN / AuFA + 88.184) x 0.982 x 0.992
Cleaner tailings leach extraction = (56.88 x AuCN / AuFA - 0.0813) x 0.992
Ag Cleaner flotation recovery = (0.912 x Cleaner Au Recovery - 1.05) x 0.04 x 0.992
Cleaner tailings leach extraction = (100 – Cleaner Flotation Recovery) x 0.59 x 0.992
Yellow
Pine
High
Antimony
Sulfide
Antimony Sb Antimony Cleaner Flotation Recovery = (10.353 x ln(Feed Sb Grade) + 93.341) x 0.981
Ag Antimony Cleaner Flotation Recovery =  43%
Au Antimony Cleaner Flotation Gold Loss = (3.1878 x ln(Feed Sb Grade) + 13.931) x 0.237
Gold Au Rougher Flotation Gold Recovery = ((2.5239 x Feed Au Grade + 86.243) / 100 x (100 - Sb Cleaner Flotation Au Loss)) x 0.978 x 0.992
Flotation Tailings Leach Extraction = (Au in Tailings x 0.10) x 0.992
Ag Rougher Flotation Silver Recovery = (100- Antimony Cleaner Ag) x 0.30 x 0.04 x 0.992
Flotation Tailings Leach Extraction = [100 – Antimony Cleaner Ag – ([100 – Antimony Cleaner Ag] x 0.30)] x 0.10 x 0.992
Low
Antimony
Sulfide
Gold Au Rougher Flotation Gold Recovery = (2.5239 x Feed Au Grade + 86.243) x 0.978 x 0.992
Flotation Tailings Leach Extraction = (Au in Tailings x 0.10) x 0.992
Ag Rougher Flotation Silver Recovery = 2.9% x  0.992
Flotation Tailings Leach Extraction = 2.7%  x 0.992
Hangar
Flats
High
Antimony
Sulfide
Antimony Sb Antimony Cleaner Flotation Recovery = (89.779 x (Feed Sb Grade ^ 0.0832)) x 0.967
Ag Antimony Cleaner Flotation Recovery =  50%
Au Antimony Cleaner Flotation Gold Loss = (3.4825 x (Feed Au Grade) ^ 1.1282) x 0.239
Gold Au Rougher Flotation Gold Recovery = ((-8.0108 x Feed S Grade + 97.773) / 100 x (100 - Sb Cleaner Flotation Au Loss)) x 0.970 x 0.992
Flotation Tailings Leach Extraction = ((-11.336 x Feed S Grade + 32.132)/100 x Au in Tailings) x 0.992
Ag Rougher Flotation Silver Recovery = (100 – Antimony Cleaner Ag) x 0.30 x 0.05  x 0.992
Flotation Tailings Leach Extraction =  [100 – Antimony Cleaner Ag – ([100 – Antimony Cleaner Ag] x 0.30)] x 0.06 x 0.992
Low
Antimony
Sulfide
Gold Au Rougher Flotation Gold Recovery = (-8.0108 x Feed S Grade + 97.773) x 0.970 x 0.992
Flotation Tailings Leach Extraction = ((-11.336 x Feed S Grade + 32.132) x Au in Tailings) x 0.992
Ag Rougher Flotation Silver Recovery = 80% x 0.08 x 0.992
Flotation Tailings Leach Extraction = 4% x 0.992
Historic
Tailings
Low
Antimony
Sulfide
Gold Au Rougher Flotation Gold Recovery = (23.753 x ln(Feed S Grade) + 97.506) x 0.978 x 0.992
Flotation Tailings Leach Extraction = (Au in Tailings x 0.20) x 0.992
Ag Rougher Flotation Silver Recovery = 2.9% x 0.992
Flotation Tailings Leach Extraction = 2.7% x 0.992
Notes: AuCN / AuFA ratio is expressed as a decimal not as a percent; Feed Au Grade and Feed Ag Grade are expressed in g/t; Antimony Cleaner Ag, Cleaner Au Recovery, Feed Sb Grade, Feed S Grade, Au in Tailings and Sb Cleaner Flotation Au Loss are expressed in %.

 

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13.10 Metallurgical Opportunities

 

13.10.1 Tungsten Recovery

 

While a tungsten resource remains undefined, portions of the Yellow Pine, Hangar Flats and West End deposits contain potentially recoverable tungsten in the form of scheelite (Blake, 2012). Historically, from 1940 through 1945, tungsten was recovered into two concentrates from Yellow Pine ore by flotation (high-grade concentrate) and tabling (low-grade concentrate) after the completion of sulfide flotation. High-grade materials were placer-mined which included ultra-violet (UV) hand sorting of trommel oversize and jigging of undersize. Cleaning of the various jig middlings included magnetic separation and tabling. A tungsten flotation recovery circuit was also started up to treat the sulfide flotation tailings (Mitchell, 2000).

 

A scoping test program investigating the recovery of tungsten was conducted on two small variability composites, a high-grade sample from Hangar Flats assaying 1.6% tungsten, and a lower grade sample from Yellow Pine assaying 0.42% tungsten. The limited program included a gravity release study, centrifugal gravity separation, tabling and flotation scoping testwork, in each case of gold-bearing sulfide flotation tailings (Gajo, 2014b).

 

Sulfide flotation of the Hangar Flats and Yellow Pine samples left 76.3% and 65.5% of the tungsten in the tailings. In both cases close to 80% of this tungsten was in the minus 53 µm fraction. Due to its fine size, gravity recovery work was not successful. The most effective rougher recovery method in both cases was scheelite flotation, with 95% and 76% recovery from the Hangar Flats and Yellow Pine samples. Mass pull rates were high making this no more than a pre-concentration step, and the limited testing of further concentration (cleaning) by gravity on flotation concentrates was not successful.

 

13.10.2 Finer Primary Grind

 

It was noted in the Master Composites summary sections that a finer grind was found to be beneficial to gold recovery for the West End Sulfide composite, which according to the PFS potential mining schedule represents approximately 29% of the mill feed to the plant over the life of the mine. For the WES composite, it was noted that the reduction in grind size from a P80 of 84 µm to 56 µm improved gold recovery in rougher flotation by about 4%. A comparison between the extra power and/or equipment required to achieve this finer grind and the increased amount of gold recovered would need to be studied (Gajo, 2014a).

 

It should be noted that a finer grind size did not appear to be any benefit to the Yellow Pine low antimony ores nor the Hangar Flats low antimony ores, although the data from the Hangar Flats low antimony tests is weak and further testwork is recommended. The effect of finer grind on high antimony ores was also not tested and should be evaluated to gauge the effect of a finer grind on possible sliming of the antimony flotation circuit.

 

13.10.3 Elimination of POX Countercurrent Decantation Circuit

 

Cyanide leaching Yellow Pine POX slurries was completed at SGS Lakefield and included a study into the effect of degree of slurry washing on cyanidation and gold recovery (Jackman, 2014a). Samples from three of the pressure oxidation runs underwent five cyanidation leaches to determine the extraction of gold. There were no regrinding tests performed. Three of the tests were straight bottle roll cyanidation leaches after 100% of hot cure solution was washed out of the solids, while two of them evaluated the effect of the degree of hot cure slurry washing on leach recovery.

 

Tests evaluating the effect of degree of slurry washing on gold extraction and reagent consumptions showed that there was less than 1% decrease in gold extraction when moving from fully washed slurry through to unwashed (Table 13.27). However, throughout that change, the cyanide consumption increased 7-fold and lime consumption 29-fold. The balance of capital and operating costs for washing thickeners versus reagent consumption with less washing is recommended to be studied further in the future.

 

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Table 13.27: Summary of Slurry Washing Effects on Cyanidation

 

POX Discharge Slurry

  Reagent Consumption     Extraction  
Washing Conditions   NaCN (kg/t)     CaO (kg/t)     Au (%)  
100% Water     0.34       3.9       97.9  
34% POX PLS / 66% DI Water     1.29       59.4       97.8  
100% POX PLS     2.45       114.0       97.2  

 

13.11 Alternative Processes

 

13.11.1 Antimony Concentrate Processing

 

Two scoping studies were undertaken to evaluate the options for antimony concentrate processing by Midas Gold, as opposed to direct sales of concentrate to a separate party. The two options evaluated were roasting (at Kingston Process Metallurgy, Kingston, Ontario) and leach-electrowinning (at SGS Lakefield, Lakefield, Ontario).

 

The concentrates sent for the two studies were produced from a high-grade antimony mixture of material from the Hangar Flats and Scout Ridge prospect areas of the Project. These were produced from 26 x 10 kg batch tests with two stages of cleaning of the antimony concentrates which produced approximately 11 kg of concentrate at an average grade of 50.4% antimony.

 

13.11.1.1 Stibnite Roasting

 

Roasting scoping studies were conducted at Kingston Process Metallurgy in a two phase program involving static kiln tests at three temperatures (700, 800, and 900 ºC) followed by two rotary kiln runs at temperatures near the optimum identified in the static tests. Results of the tests were forwarded to SGS for cyanidation of the calcines to evaluate amenability to gold extraction. Based on the results of the rotary kiln tests, a preliminary heat and mass balance was also evaluated (Pettingill, Davis, & Roy, 2013).

 

Results of the static kiln tests showed the best antimony removal at temperatures of 800 ºC and higher, with greater than 99% removal of antimony from the concentrates. Precipitates from the condensation zone ranged from 79.3 - 83.6% Sb, 0.77 - 0.81% As and 0.08 - 0.24% Fe. The final rotary kiln results showed that at 950 ºC, 99.9% of the antimony and 95% of the sulfur off-gassed (as SO2) in the first 2 hours. Cyanidation of the calcines was able to extract 95% of the gold remaining in them.

 

13.11.1.2 Stibnite Leach – Antimony Electrowinning

 

The second study conducted on the concentrates was done at SGS Lakefield and involved scoping testwork into a stibnite leach – antimony electrowinning process. A significant potential upside to the leach-electrowinning program is that the leach residues from the process would be available for reprocessing in the autoclave, rendering that gold recoverable.

 

Scoping testwork involved investigating three leach methods: ferric chloride, caustic, caustic sulfur and caustic sulfide, followed by Hull cell electrowinning. Leach parameters investigated included reagent concentration and leach temperature; leach tests were conducted with kinetic samples pulled to assess the extraction vs. time curve for each. The final solutions were placed into a Hull electrowinning cell to test deposition of antimony on the cathode, configuration of the Hull cell tested current densities from 0 - 500 ampere per square meter (A/m2). Parameters investigated in electrowinning included: temperature, degree of mixing, current intensity, current density and cathode type: stainless steel, copper or brass (Lupu & Gladkovas, 2014).

 

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Caustic leach: Results of the caustic leach showed that antimony extraction of 99.5% could be achieved with a 10% NaOH solution at 25ºC in 3 hours, when conducted at 2% solids in the leach. All tests exceeded 90% extraction of antimony, achieved within one hour. Gold was not leached and silver dissolution was less than 10%. In the single test where it was measured, 94% of the arsenic was extracted.

 

Caustic sulfide leach: Antimony extraction of 99.9% was achieved in the first few hours of the leach with both sulfur sources (sodium sulfide or elemental sulfur) under all test conditions. Use of sulfur as the sulfur source appeared to leach about 24% of the gold from the concentrate while silver extraction was about 10%. Use of sodium sulfide as the sulfur source leached less than 10% of the gold and leached 26 - 30% of the silver. Greater than 75% of the arsenic also appears to be leached in the tests.

 

Ferric Chloride: Results of the ferric chloride leach showed that at 90 ºC and 150 g/L sodium chloride, greater than 93% extraction of antimony could be achieved. The parameters tested resulted in extractions ranging from 55 to 93%. There was no indication of gold leaching in any of the tests, while silver extraction ranged from about 30 to 67%. Arsenic extraction was varied as well, with tests leaching from 25 to 85% of the arsenic.

 

Electrowinning of antimony from all solutions was successful, though the degree of metal adhesion varied with each leach solution and cathode material.

 

The caustic sulfide leach was tested in a brief locked cycle test employing leaching, electrowinning and re-leaching to provide preliminary insight into the suitability of the spent solutions from electrowinning for re-leaching a new batch (Gladkovas, 2014).

 

In both leach cycles, antimony extraction was close to 99%. Current efficiency dropped quickly in electrowinning due to depletion of the antimony in solution, but by the end of the second leach, antimony loading had risen to the point where significantly more efficient electrowinning could be expected. Initial indications are, therefore, that the process will prove to be workable in commercial operation – however no analyses of the electrowon product were obtained to explore its potential marketability. Mineralogical analyses of the leach residues from the study indicated that the gold-bearing pyrites and arsenopyrites were intact and likely to be available for processing in the autoclave with other gold concentrates. The state of any remaining silver was not investigated and should be evaluated in the future.

 

13.11.1.3 Neutral pH Pressure Cyanidation of Antimony Concentrates

 

Conventional cyanidation of otherwise free-milling gold is not possible in antimony-rich materials as the antimony consumes large amounts of the cyanide at high pH levels. Accordingly, neutral pH cyanidation is practiced under pressure using a pipe reactor at Consolidated Murchison in South Africa. Such a process may allow for extraction of silver and some of the gold from the antimony concentrates, and should be tested in due course. Mild pre-oxidation of the stibnite has also been proposed as an alternative, whereby the stibnite surface is sufficiently oxidized to be passivated from reaction with the cyanide.

 

13.11.2 Gold Concentrate Processing

 

The refractory nature of the gold-bearing minerals in Midas Gold ores necessitates the oxidation of the sulfides in order to make the gold amenable to cyanide leaching. Various options are available commercially and each was researched as a possible method for Midas Gold at one point or another. A brief summary of each of the processes is provided below, along with any relevant testwork that has been completed.

 

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13.11.2.1 Roasting

 

Historic roasting of antimony and refractory gold concentrates in the 1950s at the Yellow Pine smelter is described by Huttl (1952, via Mitchell, 2000) and summarized below. Assays of the concentrates sent to roasting are summarized in Table 13.28 (converted to metric units).

 

Table 13.28: Assays of Historic Concentrates Sent to Roaster

 

  Head Grades  
Sample   Au (g/t)     Ag (g/t)     Sb (%)     As (%)     S (%)  
Gold Concentrate     85.7       102.9       4.0       9.0       35.0  
Antimony Concentrate     20.6       582.9       46.0       1.8       22.0  

 

The site had an eight hearth roaster with a temperature range of 370ºC - 730ºC which only needed a burner on one hearth due to the high sulfur content and ”self-roasting” nature of the concentrates. Calcines were cooled on a rotary cooling conveyor and stored in bins; the calcines were reported to assay 1.5% S, 0.5% As and 3.0% Sb and fed the on-site smelter for doré production.

 

No roasting studies were conducted during the PEA or PFS program, but testwork has been completed on concentrates from Yellow Pine and West End in the past. In 1978, roasting of West End sulfide concentrates was conducted for Superior by Britton Research Ltd. The report indicated that roasting with an excess of lime at 700 - 750ºC fumed off 2.2 - 4.5% of the sulfur and 14.1 - 17.2% of the arsenic, cyanidation of the calcines was able to extract 75.2 - 76.6% of the gold in 72 hours. Reagents consumed ranged 18.5 - 21.0 kg/t for cyanide and no lime in the cyanidation tests. It was noted that roasting was not complete in either case and that more complete roasting should lead to “a marked reduction in the cyanide consumption” (Britton, 1978).

 

Roasting of Yellow Pine concentrates was conducted in 1987 for Hecla by Lakefield Research. The testwork was conducted at 570 - 670ºC with equal mass of nepheline syenite. There was greater than 95% oxidation of sulfides and elimination of 77 - 87% of arsenic and 86 - 96% of antimony in roasting. An acid leach of the calcines was conducted followed by cyanidation, which extracted between 62 - 74% of the gold from the calcines. Reagents consumed were 13.1 - 25.8 kg/t for cyanide and 8.9 - 13.0 kg/t for lime in the cyanidation tests. The best gold extraction was achieved at the 570ºC roasting temperature (Rollwagen, 1987).

 

13.11.2.2 Albion

 

The Albion process has not been tested on any concentrates to date. While the energy requirements for ultra-fine grinding are typically high, the site has access to relatively cheap hydroelectric power which, when combined with the lower reagent costs, may make this a feasible alternative. However, Albion was not envisioned to result in appreciable capital or operating cost savings, it was not envisioned to improve metallurgical recoveries, and it was not felt to be a technology that was sufficiently proven in a commercial setting to pursue at this time.

 

13.11.2.3 Biological Oxidation

 

Biological oxidation of the refractory sulfides prior to cyanidation for gold recovery has been tested in the West End and Yellow Pine sulfide concentrates and ores since the late 1980s and most recently on a PEA scale for the current Project.

 

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Past Testwork

 

Highly refractory gold-bearing sulfide concentrates from West End, tested by Coastech Research Inc. in 1987 (Broughton, 1987) yielded 83.6% and 78% extraction of gold and silver respectively, after 85% of the sulfides were oxidized.

 

Yellow Pine concentrate and ore were tested by Giant Bay Biotech Inc. in 1987 (Hackl, 1987). With 93% of the sulfides oxidized, gold extraction by cyanidation improved from 10.3% to 97.2%. A continuous bio-oxidation run was then operated, the best conditions proving to be three stages of bio-oxidation over 5.2 days at 32% solids by weight and recycle of as much bio-leachate as was practical. Under those conditions they were able to achieve 91% gold recovery with cyanide consumptions in the 1.9 - 2.6 kg/t range. They recommended either a longer retention time or finer grind to further improve gold extraction.

 

Yellow Pine ore was tested in a heap bioleach for Hecla by the University of Idaho in 1992 (Harrington, Bartlett, & Prisbrey, 1993). The tests were completed in columns representing seven different size fractions, each utilizing cultured host rock bacterial colonies. Cyanidation was then performed on the oxidized material after size reduction to nominal minus 53 µm. Up to 72% of the gold was leachable after 360 days of bio-oxidation in the heap. Models predicted bio-oxidation would be required for two years to achieve over 90% extraction.

 

Current Testwork

 

Portions of the PEA sulfide concentrates from Yellow Pine, Hangar Flats and West End that underwent the pressure oxidation testwork were also tested through a bio-oxidation study at SGS Lakefield (Jackman, 2014b) for evaluation of applicability of the BiOx® process.

 

Data gathered from the study was provided to Biomin South Africa (Pty) Ltd (Biomin) for final evaluation and interpretation along with an order of magnitude capital and operating expense study (Olivier, 2014). The tests were conducted at 13% solids, between 38 and 42°C and a pH range of 1.4 - 1.6 controlled with acid and limestone additions. Cyanidation was conducted on rinsed residues as a CIP bottle roll at 35% solids over 48 hours at a maintained NaCN concentration of 1 g/L.

 

Acidulation of the concentrates was performed at the start of each test to ensure that the bacterial inoculum remained viable. This required an average of 78 kg/t sulfuric acid for Yellow Pine and Hangar Flats concentrates and 225 kg/t sulfuric acid for the high carbonate West End concentrates. Once started, the tests were acid producing and to maintain pH each consumed a maximum of 182 kg/t of limestone over the thirty-day runs and averaged 153 kg/t at twenty days and 93 kg/t at ten days.

 

Levels of microbial activity and oxidation of sulfides were monitored through electromotive force (EMF) potential readings on a silver/silver chloride electrode, in millivolts (mV), throughout the study. Readings of over 550 mV indicated increased microbial activity, while readings over 700 mV indicated active oxidation of sulfides by the bacteria. Results of bio-oxidation for all three concentrates were similar (see Table 13.29), with greater than 90% oxidation of sulfide achieved in the first ten days of batch testing and greater than 95% by the twentieth day (15th in the case of West End concentrate). Extraction of gold was highest with West End, achieving 95.5% extraction after ten days of bio-oxidation and 97.8% after thirty days; silver extractions ranged from 75 - 79%. Next highest was Yellow Pine, achieving 92.1% gold extraction after ten days of bio-oxidation and 96.9% after thirty days; silver extractions ranged from 73 - 93%. Hangar Flats had the lowest gold extractions, achieving 86.9% gold extraction after ten days of bio-oxidation and 94.2% after thirty days; silver extractions ranged from 79 - 86%.

 

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Table 13.29: Summary of Batch BiOx® Testwork Results

 

  Time (days)     S=
Oxidation
    Recovery in CN
Solution + Carbon
 
Test No.   EMF   >550 mV     EMF   >700 mV     (%)     Au     Ag  
Hangar Flats Concentrate                                        
Bio 1R     4       1       50.1       55.4       58.8  
Bio 2     10       7       91.8       86.9       79.1  
Bio 3     14       10       92.7       92.4       83.8  
Bio 4     20       18       97.1       92.4       86.3  
Bio 5     25       21       97.4       93.1       83.0  
Bio 6     30       28       97.9       94.2       86.2  
West End Concentrate                                        
Bio 7     4       0       26.9       56.8       42.4  
Bio 8     8       6       93.3       95.5       80.8  
Bio 9     14       11       98.8       97.5       79.4  
Bio 10     19       16       98.4       96.4       74.7  
Bio 11     24       21       99.0       97.8       77.2  
Bio 12     29       28       99.0       97.8       77.1  
Yellow Pine Concentrate                                        
Bio 13R     3       1       53.1       63.1       75.8  
Bio 14     9       6       91.6       92.1       92.9  
Bio 15     13       10       93.9       94.6       91.5  
Bio 16     20       18       99.0       97.2       79.4  
Bio 17     25       23       99.3       95.9       73.6  
Bio 18     30       28       99.2       96.9       76.2  

 

In leaching, the maximum cyanide consumption in the tests was an average of 7 kg/t, with the 20 day tests averaging 4.5 kg/t and the 10 day tests averaging 5.6 kg/t. The maximum lime consumption was an average of 40.6 kg/t, with the 20-day tests averaging 33.3 kg/t and the 10-day tests averaging18.1 kg/t.

 

Biomin’s analyses of the data resulted in a recommendation that a BiOx® facility would require a 5-day residence time at 25% solids in the feed for the bioreactors to achieve 95% sulfide oxidation. The design assumes an average 13.8% sulfide sulfur in the feed, operation at 40 °C, nutrient feed at 3.9 kg/t of concentrate and use 67 kg/t of 75% pure limestone to maintain pH. A small amount of sulfuric acid would also be required at commissioning. The reactors would require external cooling to maintain temperature and blowers to provide air to the reactors.

 

Overall the residence time, oxidation and cyanidation findings were similar to the Hecla/Giant Bay study from 1987.

 

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SECTION 14 TABLE OF CONTENTS

 

SECTION   PAGE
   
14 MINERAL RESOURCE ESTIMATES 14-1
     
  14.1

Introduction

14-1
         
  14.2

Hangar Flats

14-2
         
    14.2.1 Mineral Resource Estimation Procedures 14-2
    14.2.2 Drill Hole Database 14-2
    14.2.3 Geologic Modeling 14-2
    14.2.4 Estimation Domain Modeling 14-3
    14.2.5 Compositing 14-6
    14.2.6 Evaluation of Outliers 14-6
    14.2.7 Statistical Analysis and Spatial Correlation 14-7
    14.2.8 Block Model Parameters and Grade Estimation 14-8
    14.2.9 Block Model Validation 14-10
    14.2.10 Hangar Flats Mineral Resource Classification 14-12
         
  14.3 West End 14-12
         
    14.3.1 Mineral Resource Estimation Procedures 14-12
    14.3.2 Drill Hole Database 14-12
    14.3.3 Geologic Modeling 14-13
    14.3.4 Estimation Domain Modeling 14-15
    14.3.5 Compositing 14-17
    14.3.6 Evaluation of Outliers 14-18
    14.3.7 Statistical Analysis and Spatial Correlation 14-19
    14.3.8 Block Model Parameters and Grade Estimation 14-20
    14.3.9 Block Model Validation 14-22
    14.3.10 West End Mineral Resource Classification 14-24
       
  14.4

Yellow Pine

14-24
       
    14.4.1 Mineral Resource Estimation Procedures 14-24
    14.4.2 Drill Hole Database 14-24
    14.4.3 Geologic Modeling 14-25
    14.4.4 Estimation Domain Modeling 14-26
    14.4.5 Compositing 14-29
    14.4.6 Evaluation of Outliers 14-31
    14.4.7 Statistical Analysis and Spatial Correlation 14-33
    14.4.8 Block Model Parameters and Grade Estimation 14-34
    14.4.9 Block Model Validation 14-41
    14.4.10 Yellow Pine Mineral Resource Classification 14-43
       
  14.5

Historic Tailings

14-43
       
    14.5.1 Mineral Resource Estimation Procedures 14-43
    14.5.2 Drill Hole Database 14-43
    14.5.3 Geologic Modeling 14-43
    14.5.4 Estimation Domain Modeling 14-45
    14.5.5 Compositing 14-45

 

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    14.5.6 Evaluation of Outliers 14-45
    14.5.7 Statistical Analysis and Spatial Correlation 14-46
    14.5.8 Block Model Parameters and Grade Estimation 14-46
    14.5.9 Block Model Validation 14-47
    14.5.10 Historic Tailings Mineral Resource Classification 14-47
       
  14.6

Economic Criteria and Pit Optimizations

14-47
       
  14.7

Mineral Resource Statements

14-48
       
  14.8

Grade Sensitivity Analysis

14-52
       
  14.9

Comparison of the 2012 Mineral Resource Estimate to the Current Estimate

14-58

 

SECTION 14 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 14.1: Drill Hole Information used in the Hangar Flats Mineral Resource Estimate 14-2
     
Table 14.2: Hangar Flats Raw Assay Descriptive Statistics by Estimation Domain 14-6
     
Table 14.3: Hangar Flats Raw Composite Statistics by Estimation Domain 14-6
     
Table 14.4: Hangar Flats Composite Capping Grades by Estimation Domain 14-7
     
Table 14.5: Hangar Flats Descriptive Statistics for Capped Composites 14-7
     
Table 14.6: Correlogram Models for Hangar Flats 14-7
     
Table 14.7: Block Model Definition for Hangar Flats 14-8
     
Table 14.8: Hangar Flats Density Assignment Values 14-8
     
Table 14.9: Estimation Parameters for Hangar Flats 14-9
     
Table 14.10: Drill Hole Information used in the West End Mineral Resource Estimate 14-13
     
Table 14.11: West End Descriptive Statistics by Rock Solid 14-17
     
Table 14.12: West End Raw Composite Statistics by Estimation Domain 14-18
     
Table 14.13: Capping Grades for West End 14-18
     
Table 14.14: West End Descriptive Statistics for Capped Composites 14-19
     
Table 14.15: Correlogram Models for West End 14-20
     
Table 14.16: Block Model Definition for West End 14-20
     
Table 14.17: West End Density Assignment Values 14-20
     
Table 14.18: Summary of Estimation Parameters for West End 14-21
     
Table 14.19: Drill Hole Information used in the Yellow Pine Mineral Resource Estimate 14-25
     
Table 14.20: Descriptive Statistics for Raw Assays for Yellow Pine 14-29
     
Table 14.21: Yellow Pine Raw Composite Statistics by Estimation Domain 14-29
     
Table 14.22: Capping Grades for 3 m Composites 14-31

 

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Table 14.23: Capped Clustered Composite Statistics for Yellow Pine 14-32
     
Table 14.24: Semi-Variogram Models for Yellow Pine 14-34
     
Table 14.25: Block Model Definition for Yellow Pine 14-34
     
Table 14.26: Summary of Estimation Parameters for Yellow Pine 14-35
     
Table 14.27: Drill Hole Data used in the Historic Tailings Mineral Resource Estimate 14-43
     
Table 14.28: Raw Assay Statistics for the Historic Tailings 14-45
     
Table 14.29: Historic Tailings Descriptive Statistics for Capped Composites 14-46
     
Table 14.30: Correlogram Models for the Historic Tailings 14-46
     
Table 14.31: Historic Tailings Block Model Definition 14-46
     
Table 14.32: Summary of Estimation Parameters for the Historic Tailings 14-47
     
Table 14.33: Pit Optimization Parameters by Deposit 14-48
     
Table 14.34: Consolidated Mineral Resource Statement for the Stibnite Gold Project 14-49
     
Table 14.35: Antimony Sub-Domains Consolidated Mineral Resource Statement 14-50
     
Table 14.36: Hangar Flats Mineral Resource Statement Open Pit Sulfide at a 0.75 g/t Au Cutoff 14-50
     
Table 14.37: West End Mineral Resource Statement Open Pit Oxide + Sulfide 14-51
     
Table 14.38: Yellow Pine Mineral Resource Statement Open Pit Sulfide at a 0.75 g/t Au Cutoff 14-51
     
Table 14.39: Historic Tailings Mineral Resource Statement Open Pit Sulfide at a 0.75 g/t Au Cutoff 14-52
     
Table 14.40: Combined Sensitivity to Cutoff Grade 14-52
     
Table 14.41: Percentage Change of the 2012 Mineral Resource Estimate to the Current Estimate 14-58

 

SECTION 14 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 14.1: Geologic Model for Hangar Flats 14-4
     
Figure 14.2: Estimation Domains for Hangar Flats 14-5
     
Figure 14.3: North-South Gold Swath Plot for Hangar Flats 14-10
     
Figure 14.4: East-West Gold Swath Plot for Hangar Flats 14-11
     
Figure 14.5: Elevation Gold Swath Plot for Hangar Flats 14-11
     
Figure 14.6: Geologic Model for West End 14-14
     
Figure 14.7: Estimation Domains for West End 14-16
     
Figure 14.8: East-West Gold Swath Plot for West End 14-23
     
Figure 14.9: North-South Gold Swath Plot for West End 14-23
     
Figure 14.10: Elevation Validation Gold Swath Plot for West End 14-24
     
Figure 14.11: Geologic Model for Yellow Pine 14-27

 

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Figure 14.12: Estimation Domains and Grade Shells for Yellow Pine 14-28
     
Figure 14.13: East-West Validation Gold Swath Plot for Yellow Pine 14-41
     
Figure 14.14: North-South Gold Validation Swath Plot for Yellow Pine 14-42
     
Figure 14.15: Elevation Validation Gold Swath Plot for Yellow Pine 14-42
     
Figure 14.16: Isopach of the Historic Tailings Deposit 14-44
     
Figure 14.17: Hangar Flats Sulfide Grade versus Tonnage Curves 14-53
     
Figure 14.18: West End Oxide Grade versus Tonnage Curves 14-54
     
Figure 14.19: West End Sulfide Grade versus Tonnage Curves 14-55
     
Figure 14.20: Yellow Pine Sulfide Grade versus Tonnage Curves 14-56
     
Figure 14.21: Historic Tailings Sulfide Grade versus Tonnage Curves 14-57
     
Figure 14.22: Plan Map of Hangar Flats Showing 2012 and 2014 Mineral Resource Classification 14-60
     
Figure 14.23: Long Section of Hangar Flats Showing 2012 and 2014 Mineral Resource Classification 14-61
     
Figure 14.24: Cross Section of Hangar Flats Showing 2012 and 2014 Mineral Resource Classification 14-62
     
Figure 14.25: Inclined Plan Map of West End Showing 2012 and 2014 Mineral Resource Classification 14-63
     
Figure 14.26: Long Section of West End Showing 2012 and 2014 Mineral Resource Classification 14-64
     
Figure 14.27: Cross Section of West End Showing 2012 and 2014 Mineral Resource Classification 14-65
     
Figure 14.28: Plan Map of Yellow Pine Showing 2012 and 2014 Mineral Resource Classification 14-66
     
Figure 14.29: Long Section of Yellow Pine Showing 2012 and 2014 Mineral Resource Classification 14-67
     
Figure 14.30: Cross Section of Yellow Pine Showing 2012 and 2014 Mineral Resource Classification 14-68

 

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14                   MINERAL RESOURCE ESTIMATES

 

14.1 Introduction

 

The Mineral Resource Statement presented herein represents the third mineral resource evaluation prepared for Midas Gold by qualified independent consultants for the Project in accordance with the Canadian Securities Administrators’ National Instrument 43-101 and includes the maiden resource estimate for the historic tailings deposit.

 

This section describes the mineral resource estimation methodology and summarizes the key assumptions used. In the opinion of Garth Kirkham, P.Geo., Qualified Person, the mineral resource estimates reported herein are a reasonable representation of the mineral resources found within the Project at the current level of sampling. The mineral resources were estimated in conformity with generally accepted Canadian Institute of Mining and Metallurgy (CIM) “Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines” and are reported in accordance with the Canadian Securities Administrators’ NI 43-101. It is important to note that mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mine-ability, selectivity, mining loss and dilution. 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.

 

The mineral resource evaluation reported herein is current and supersedes earlier mineral resource estimates completed for Midas Gold including:

 

· Technical Report on Mineral Resources for the Golden Meadows Project, Valley County, Idaho, dated June 6, 2011 (SRK, 2011).

 

· Preliminary Economic Assessment Technical Report for the Golden Meadows Project Idaho, September 21st, 2012 (SRK, 2012).

 

The mineral resource estimates were reviewed and verified by Garth Kirkham, P.Geo., the Independent Qualified Person for the mineral resource estimates for the Project and included in this Report. Midas Gold’s field work on the Project from 2009-2014, including drilling, was carried out under the supervision of Chris Dail, CPG and Richard Moses, CPG, who were Midas Gold’s senior geologists responsible for certain aspects of the programs during the periods they were employed by Midas Gold.

 

The general mineral resource estimation methodology for all deposits involved the following procedures:

 

· review of the geologic model and structural controls on mineralization;

 

· database verification;

 

· validation and verification of historic databases;

 

· data exploration, compositing and capping;

 

· construction of estimation domains for gold, antimony and silver;

 

· spatial statistics;

 

· block modeling and grade interpolation;

 

· mineral resource classification and validation;

 

· assessment of “reasonable prospects for economic extraction;” and

 

· preparation of the mineral resource statement.

 

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Detailed mineral resource evaluation methodologies are discussed in subsequent sections for Hangar Flats (Section 14.2), West End (Section 14.3), Yellow Pine (Section 14.4), and Historic Tailings (Section 14.5). An assessment of reasonable prospects for eventual economic extraction and mineral resource statements are presented in Sections 14.6 and 14.7, respectively.

 

14.2 Hangar Flats

 

14.2.1 Mineral Resource Estimation Procedures

 

The mineral resource estimate for Hangar Flats is based on the validated and verified drill hole database, interpreted geologic units and fault structures, digitized underground historic workings, and light detection and ranging (LiDAR) topographic data. The geologic modeling and estimation of mineral resources was completed using the commercial three-dimensional block modelling and mine planning software packages Geovia GEMSTM 6.6 and MicromineTM version 14; geostatistical analysis was completed using Isaaks & Co.’s SAGE2001TM software package.

 

14.2.2 Drill Hole Database

 

The drill hole database was supplied by Midas Gold as an Excel Workbook that contained collar locations surveyed in UTM grid coordinates, drill hole orientations with downhole surveys, assay intervals with gold, antimony, and silver, and geologic intervals with rock types. The database provided for the mineral resource estimate contained data for 256 separate drill holes representing both historic and modern drilling programs, as previously described in Section 10. The drill holes were reviewed and certain drill holes were not considered for use in mineral resource estimation, including air-track, rotary and pre-collar drill holes. Some pre-1953 drill holes were used to guide construction of estimation domains but were not used in the mineral resource estimates, including four Bradley Mining Company (Bradley) MC-series holes with sample lengths >6 m, all 1929 BMC-series holes with incomplete supporting documentation, and six DMA-series holes for which grades were not corroborated by Midas Gold confirmation drilling. After removal of select drill holes and non-bedrock assay intervals, the final database used for mineral resource estimation contained 219 drill holes with gold assays, of which 169 also have antimony assays and 144 have silver assays (as shown in Table 14.1). The vast majority of assay lengths are 1.52 m (5 ft) with sample intervals as long as 9.1 m with an overall average of 1.6 m. Modern era drill holes (post-1953) were typically drilled at a spacing of 30 to 50 m.

 

Table 14.1:     Drill Hole Information used in the Hangar Flats Mineral Resource Estimate

 

    Gold     Silver     Antimony  
Company   # Holes     # Samples     Meters     # Holes     # Samples     Meters     # Holes     # Samples     Meters  
Bradley     38       1,629       2,900       0       0       0       33       1,412       2,504  
El Paso     3       112       364       2       89       274       2       46       128  
Hecla     22       715       1,106       8       185       299       0       0       0  
Midas Gold     134       18,323       31,386       134       18,323       31,386       134       18,291       31,328  
USBM     22       807       1,225       0       0       0       0       0       0  
All     219       21,586       36,981       144       18,597       31,959       169       19,749       33,959  

 

Note:  Drill hole information includes un-sampled intervals.

  

14.2.3 Geologic Modeling

 

Mineralization in the Hangar Flats deposit occurs in intrusive rocks associated with the Atlanta Lobe of the Idaho Batholith consisting of quartz monzonite and alaskite compositions. Mineralization is localized along an overall north to south striking fault zone and also along northeast striking splay faults and dilatational fault jogs. The interaction of these structural sets, one steeply dipping and one shallowly dipping, provided the ground preparation favorable for deposition of gold and antimony. Post-mineral dikes intrude the Idaho Batholith and consist of rhyolite and diabase.

 

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The geologic model for Hangar Flats is based on a generalized single rock type model of quartz monzonite with solids representing the post-mineralization intrusive dikes and historic underground workings. Modeled structures include the Meadow Creek Fault Zone (MCFZ) solid (representing zones of breccia, gouge, and cataclasite), and subsidiary northeast striking splay faults. Midas Gold provided a topographic surface derived from 1 m gridded LiDAR flown in 2009, and a surface representing the current top of bedrock based on drill hole data. Historic underground workings of the Meadow Creek Mine (consisting of levels, raises, shafts, adits, and stopes) were modeled from geo-rectified historic maps in both plan views and section views.

 

Figure 14.1 depicts a plan view of the Hangar Flats geologic model. The historic underground workings were also modeled and the resulting solids were used to remove mined-out volumes from the reported mineral resource.

 

The MCFZ is the principal structure controlling mineralization. The MCFZ varies in width from 40 to 100 m and varies in dip from 80 degrees west to 45 degrees east. Gold mineralization and antimony mineralization form a corridor around the eastern boundary of the MCFZ at the intersections of the MCFZ and numerous low angle faults. The geometry and spatial extents of mineralization on the west side of the MCFZ is uncertain due to very low density of drilling. The primary occurrence of gold is similar to Yellow Pine, within quartz-sulfide veining, irregular masses within breccia and disseminated in the country rock as sulfides replacing biotites. As discussed in Section 7, antimony mineralization occurred later than gold but utilized many of the same structures.

 

14.2.4 Estimation Domain Modeling

 

The Hangar Flats gold and silver estimates utilize a grade shell and three estimation domains to define regions with different structural controls on mineralization. The antimony estimate utilizes an antimony shell. Solids representing dikes and historic underground workings were used for density assignment and data filtering only.

 

A gold grade shell was constructed based on an indicator Kriging estimate at a 0.25 g/t gold cutoff grade. Silver also utilizes the gold shell as silver correlates strongly with gold. A 0.1% antimony shell was manually constructed based on the underground workings, assay composites, and the geologic model. While some minor oxidation is observed within Hangar Flats, all material is assumed to be sulfide for the purpose of the mineral resource estimation.

 

Three estimation domains were generated for gold based on geologic interpretations, structural interpretations and the 0.25 g/t gold shell (Figure 14.2). Domain 1 is generally controlled by the MCFZ and contains steeply dipping gold mineralization. Domain 2 is bounded by Domain 1 on the west side and subdivides moderately dipping mineralization from mineralization in the fault corridor. The final gold domain contains all other blocks estimated in the model but not within the gold shell. Silver was also estimated within the gold domains. The antimony shell occurs entirely within the gold shell and contains nearly all of the potentially economic antimony mineralization. Descriptive statistics for raw assay data within the final estimation domains are shown in Table 14.2.

 

Variations in the mean grade of gold, antimony and silver across the domain and shell boundaries were examined using contact plots to determine domain boundary treatment during estimation. As a result, the boundary between Domains 1 and 2 is treated as a soft boundary and the antimony shell is treated as a hard boundary during estimation.

 

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Figure 14.1:         Geologic Model for Hangar Flats

 

 

 

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Figure 14.2:         Estimation Domains for Hangar Flats

 

 

 

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Table 14.2:     Hangar Flats Raw Assay Descriptive Statistics by Estimation Domain

 

  Au (g/t) by Domain   Ag (g/t) by Domain   Sb (%) Relative to Shell  
Statistic   All   1   2   3   All   1   2   3   All   Sb Shell   Outside  
Number     21,142     5,887     11,387     3,868     18,315     5,200     10,204     2,911     19,583     4,729     14,854  
Mean     0.600     1.221     0.464     0.054     2.5     6.9     0.8     0.7     0.102     0.388     0.011  
Standard Deviation     1.365     1.958     1.069     0.207     35.4     64.7     7.1     13.3     0.854     1.696     0.107  
Minimum     0.003     0.003     0.003     0.003     0.0     0.3     0.0     0.3     0.000     0.000     0.000  
Lower Quartile     0.005     0.034     0.008     0.003     0.3     0.3     0.3     0.3     0.001     0.005     0.001  
Median     0.052     0.397     0.065     0.003     0.3     0.8     0.3     0.3     0.003     0.011     0.002  
Upper Quartile     0.507     1.605     0.377     0.034     0.9     2.7     0.6     0.3     0.006     0.164     0.004  
Maximum     24.8     24.8     17.85     5.143     3,160     3,160     679     709     35.00     35.00     8.290  
Coefficient of Variation     2.276     1.603     2.305     3.834     14.0     9.4     8.6     20.1     8.395     4.376     10.009  
95% Percentile     3.12     5.22     2.37     0.21     4.8     14     2.9     0.5     0.300     1.626     0.014  
98% Percentile     5.12     7.376     3.909     0.549     10     55     4.3     1.2     0.947     4.200     0.082  
99% Percentile     6.857     8.874     5.123     0.895     30.0     103.0     5.6     3.2     2.022     7.033     0.173  

 

Note:  Drill hole information excludes un-sampled intervals

 

14.2.5 Compositing

 

Gold, antimony and silver were composited downhole on 3.048 m (10 ft) intervals across geologic and domain boundaries. Composites associated with specific pre-1953 drill holes (as previously discussed), those falling within the rhyolite solid and those <0.61 m (2 ft) in length were removed and are not utilized in the estimation nor were they included in the statistical analysis. Pre-1953 historical data retained for the mineral resource estimate comprise 11% of the total data set. Table 14.3 shows statistics for the raw, un-capped composites.

 

Table 14.3:     Hangar Flats Raw Composite Statistics by Estimation Domain

 

  Au (g/t) by Domain   Ag (g/t) by Domain   Sb (%) Relative to Shell  
 Statistic   All   1   2   3   All   1   2   3   All   Sb Shell   Outside  
Mean     0.577     1.185     0.452     0.051     2.493     6.988     0.817     0.442     0.085     0.325     0.009  
Standard Error     0.011     0.030     0.012     0.004     0.399     1.402     0.061     0.055     0.006     0.023     0.001  
Median     0.091     0.504     0.107     0.003     0.250     0.920     0.250     0.250     0.003     0.019     0.002  
Standard Deviation     1.171     1.677     0.893     0.175     39.172     73.242     4.406     2.287     0.576     1.133     0.053  
Minimum     0.003     0.003     0.003     0.003     0.010     0.250     0.010     0.250     0.000     0.000     0.000  
Maximum     14.74     14.74     13.12     2.58     3,160     3,160     236.7     70.03     25.54     25.54     1.65  
Count     11,132     3,106     5,802     2,224     9,660     2,729     5,202     1,729     10,222     2,478     7,744  
Coefficient of Variation     2.03     1.41     1.97     3.41     15.71     10.48     5.39     5.17     6.74     3.48     6.14  

 

14.2.6 Evaluation of Outliers

 

To mitigate risk associated with use of high-grade statistical outliers, capping grades were selected for each estimation domain after declustering and weighting raw composite data. Capping grade was evaluated through log probability plots and through analysis of contained metal within deciles and centiles, following the Parrish Method (Parrish, 1997). Both methods yielded similar results and final composite capping levels are shown in Table 14.4. Descriptive statistics for capped composites are show in Table 14.5.

 

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Table 14.4:     Hangar Flats Composite Capping Grades by Estimation Domain

 

  Au (g/t) by Domain     Ag (g/t) by Domain     Sb (%)  
Statistic   Domain 1     Domain 2     Domain 1     Domain 2     Sb Shell  
Number     3,106       5,802       2,729       5,202       2,478  
Maximum Value     14.7       13.12       3,160       236.66       25.54  
Cap Value     10       10       225       11       8  
Number Capped     9       1       8       14       10  
Mean Uncapped     1.19       0.45       6.99       0.82       0.33  
Mean Capped     1.18       0.45       4.91       0.71       0.31  
Metal Removed     <0.5%               >30%               6 %

 

Table 14.5:     Hangar Flats Descriptive Statistics for Capped Composites

 

  Au (g/t) by Domain     Ag (g/t) by Domain     Sb (%)  
Statistic   Domain 1     Domain 2     Domain 1     Domain 2     Sb Shell  
Mean     1.181       0.452       0.723       0.641       0.307  
Standard Error     0.030       0.012       0.048       0.018       0.018  
Median     0.504       0.107       0.250       0.250       0.019  
Standard Deviation     1.651       0.886       3.988       1.475       0.905  
Minimum     0.0025       0.0025       0.01       0.01       0.0002  
Maximum     10.00       10.00       236.66       70.03       8.00  
Count     3,106       5,802       6,931       6,931       2,478  
Coefficient of Variation     1.40       1.96       0.551       2.30       2.95  

 

14.2.7 Statistical Analysis and Spatial Correlation

 

Correlogram models were developed using the SAGE2001TM software package to guide the search ellipses and establish spatial correlation and sample weighting for the estimates. The nugget effect was derived using down-hole correlograms. Correlograms were developed for gold within estimation Domains 1 and 2, for antimony within the antimony shell, and for silver within Domain 1 and Domains 2 + 3 combined, as silver occurs both east and west of the MCFZ. Gold and silver correlograms demonstrate spatial correlation along primary structural trends while antimony is somewhat oblique. Gold and antimony correlograms were verified using indicator variograms. The correlogram parameters are summarized in Table 14.6.

 

Table 14.6:     Correlogram Models for Hangar Flats

 

  Estimation   Ellipse Axes Azimuth/Plunge   Nugget     Sill     Modeled Ranges Model 1 / Model 2 (m)    
Element   Domain   1st   2nd   3rd   C0     C1 and C2     1st   2nd   3rd   Type
Au   1-MCFZ   300 /78   355/-7   264/-10     0.248       0.393     36 /75   33 /538   20 /48   Exp
                            0.359                  
    2-Splay Faults   321 /70   350/-18   77 /9     0.193       0.439     19 /176   8 /545   55 /253   Exp
                              0.367                  
Sb   1- Sb Shell   295 /13   26 /2   125 /77     0.365       0.454     11 /42   11 /256   38 /68   Exp
                              0.182                  
Ag   1   348/-3   33 /86   258 /3     0.414       0.48     20 /360   52 /27   12 /219   Exp
                            0.128                  
    2 & 3   157 /27   333 /65   66 /1     0.274       0.726     149   65   77   Exp

 

Note:  Negative plunge is downward

 

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14.2.8 Block Model Parameters and Grade Estimation

 

The Hangar Flats block model used 12.192 x 12.192 x 6.096 m (40 x 40 x 20 ft) blocks with coordinates defined in Table 14.7. The selected block size is approximately 25% of the median spacing of modern era drill holes and 35% of the median spacing of all drill holes and is consistent with conceptual mining bench heights. Blocks were discretized into a 4 x 4 x 2 array of points.

 

Table 14.7:     Block Model Definition for Hangar Flats

 

  Dimension (m)   Origin (m)   Number of Blocks    
Deposit   X   Y   Z   X   Y   Z   X   Y   Z   Rotation
Hangar Flats     12.192     12.192     6.096     630,509.5     4,972,588     1,569.7     107     150     138     0

 

Note:  Block centroid, NAD83 Zone 11N Datum

 

The Hangar Flats database contains 988 density measurements for different rock types ranging from 2.01 g/cm3 to 5.46 g/cm3; the majority of the measurements were done onsite using the water displacement method, supported by independent third party estimates for verification. Density measurements were grouped using the geologic model wireframes and density values were calculated for each rock type represented in the geologic model after capping outliers at +/-2 standard deviations. Weighted densities were applied to the block model based on the percentage of block volume within each wire-frame. The amount of potential ore material (not rhyolite, voids or overburden) was also assigned to each block for use in mineral resource reporting. Density assignment values are shown in Table 14.8.

 

Table 14.8:     Hangar Flats Density Assignment Values

 

Rock Model Unit     Bulk Density (g/cm3)       Bulk Density (lbs/ft3)  
QM/AK/GRAN     2.63       164.2  
Meadow Creek Fault     2.60       162.3  
11-99 Fault     2.63       164.2  
Diabase     2.61       162.9  
Gouge     2.55       159.2  
Rhyolite     2.54       158.6  
Overburden     1.75       109.2  

 

The Hangar Flats mineral resource estimate was completed for gold, antimony and silver using the estimation domains and shells discussed previously. Gold was estimated using ordinary Kriging within the 0.25 g/t Au grade shell in three passes. To mitigate the risk associated with use of historical data, the first pass used only post-1953 drill holes, whereas the second and third passes utilized all data. The influence of pre- vs. post-1953 data was calculated for each block using the same correlogram weighting as used for gold. Pass one for gold estimation was limited to a search based on correlogram ranges at 80% of the sill, the second pass was expanded from the first and the third pass using relaxed sample requirements and ellipse anisotropy. The boundary between Domains 1 and 2 was treated as a soft boundary with no restrictions on composite selection. Composites representing rhyolite, overburden, voids and backfill were not utilized in the estimates. A nearest neighbor estimate was also performed and used for verification purposes. Table 14.9 shows the search and sample selection parameters for the estimates.

 

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Table 14.9:     Estimation Parameters for Hangar Flats

 

Metal   Gold   Silver   Antimony  
Domain/Shell   Domain 1   Domain 2 Domain 1   Domain 2   Inside
Sb Shell
  Outside Sb
Shell
 
Pass   1   2   3   1   2   3   1   2   1   2   1  
Method     OK     OK     OK     OK     OK     OK     OK     OK     OK     IDS     IDS  
Principal Axis
Azimuth / Plunge(1)
    350 / -5     350 / -5     350 / -5     350 / -18     350 / -18     350 / -18     348 / -3     157 / 27     26 / 2     26 / 2     0 / 0  
Intermediate Axis
Azimuth / Plunge(1)
    80 / 6     80 / 6     80 / 6     77 / 9     77 / 9     77 / 9     78 / 3     337 / 63     125 / 77     125 / 77     90 / 0  
Minor Axis
Azimuth / Plunge(1)
    120 / -82     120 / -82     120 / -82     142 / -70     142 / -70     142 / -70     123 / -86     247 / 0     295 / 13     295 / 13     0 / -90  
Principal
Axis Search
Distance (m)
    60     100     150     90     130     150     100     150     40     80     50  
Major /
Intermediate /
Minor Axis
    1 : 0.20 : 0.40     1 : 0.20 : 0.40     1 : 0.30 : 0.60     1 : 0.55 : 0.45     1 : 0.55 : 0.45     1 : 0.65 : 0.50     1 : 0.35 : 0.65     1 : 0.44 : 0.52     1 : 0.5 : 0.25     1 : 0.5 : 0.25     1 : 1 : 1  
Search
Type
    4-Sector     4-Sector     1-Sector     4-Sector     4-Sector     4-Sector     4-Sector     4-Sector     4-Sector     4-Sector     Spherical,
1-Sector
 
Composite
Restrictions
    Domain 1&2,
Post-1953
    Domain 1&2     Domain 1&2     Domain 1&2,
Post-1953
    Domain 1&2     Domain 1&2     N/A     N/A     Domain Sb,
Post-1953
    Domain Sb     Outside  
Maximum
Composites /
Sector
    2     2     12     2     2     2     2     3     2     2     8  
Minimum
Composites
    5     3     2     5     3     2     3     4     3     3     3  
Minimum
No. of Holes
    2     2     1     2     2     1     N/A     N/A     2     2     2  
Maximum
Composites / Hole
    4     4     6     4     4     6     N/A     N/A     4     4     4  

 

Note:

(1)       Negative plunge is downward.

 

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Antimony was also estimated in three passes. The first pass used ordinary Kriging, and extended to a range of nearly 90% of the sill. The second pass extended the search to twice the first pass range and utilized inverse distance squared weighting for estimation of blocks that were not estimated in the first pass. The third pass estimated blocks outside of the antimony domain by inverse distance squared interpolation with an omni-directional ellipsoid search and isotropic weighting. Pre-1953 data was filtered for use, depending upon pass, in the same manner as the gold estimate.

 

Silver was estimated using ordinary Kriging within domains 1 and 2, separately. The boundary between the domains was treated as soft for silver estimation. Only blocks that received a gold estimate were estimated for silver.

 

14.2.9 Block Model Validation

 

The block model for the Hangar Flats mineral resource was validated by completing a series of graphical inspections, bias checks, sensitivity studies and comparison to prior estimates. Graphically, the model was checked by reviewing the block estimate relative to the geologic model, domain boundaries and grade shell. Block model variables were checked to ensure that they fall within appropriate ranges. Global bias was assessed by comparing the estimated grade to the nearest neighbor estimate. Local bias was assessed on swath plots in the X, Y and Z directions as shown on Figure 14.3, Figure 14.4, and Figure 14.5, respectively.

 

Change of support for gold was assessed using a Hermitian Correction model (HERCO) and indicates -1% to +3% bias in contained metal for Domains 1 and 2 between the Kriged estimate and the theoretical grade-tonnage distribution at a cutoff grade of 0.75 g/t Au indicating the Kriged estimate yields an appropriate level of smoothing. Relative to the 2012 PEA estimate, the new estimate yields an 18% increase in indicated gold ounces and a 15% increase in antimony pounds, consistent with the addition of new drill holes to the estimation database.

 

Figure 14.3:     North-South Gold Swath Plot for Hangar Flats

 

 

 

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Figure 14.4:     East-West Gold Swath Plot for Hangar Flats

 

 

 

Figure 14.5:     Elevation Gold Swath Plot for Hangar Flats

 

 

 

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14.2.10 Hangar Flats Mineral Resource Classification

 

Confidence criteria used to guide mineral resource classification include composite distance, number of drill holes used, number of composites, influence of post-1953 data in the estimate, and single block Kriged results. Blocks eligible for indicated classification for gold are those estimated in the first estimation pass with a minimum anisotropic distance of <50 m, or those estimated in the second pass meeting the above criteria with composites in at least two sectors. Only blocks in Domains 1 or 2 are eligible for indicated classification. Antimony mineral resources require at least three composites from two drill holes with a minimum distance of 40 m to be eligible for indicated classification. Antimony in blocks meeting the gold criteria, but not the antimony criteria, are not included in the antimony mineral resource estimate. Single block Kriged results support the gold classification strategy. Final classification was applied following manual smoothing of the results on 6 m plan sections to produce a model with reasonably contiguous zones of inferred and indicated blocks.

 

14.3 West End

 

14.3.1 Mineral Resource Estimation Procedures

 

The West End mineral resource estimation is based on the validated and verified drill hole database, interpreted lithologic units, interpreted fault structures, and LiDAR topographic data. The geologic modeling and estimation of mineral resources was completed using the commercial three-dimensional block modelling and mine planning software packages Geovia GEMSTM 6.6 and MicromineTM Version 14; geostatistics and semi-variogram analyses were completed using Isaaks & Co.’s SAGE2001TM software package.

 

14.3.2 Drill Hole Database

 

The drill hole database supplied by Midas Gold for mineral resource modeling included 940 drill holes in Excel format. The database consisted of collar locations in UTM grid coordinates, drill hole orientations with downhole surveys, assay intervals with gold and silver analyses by fire assay and/or cyanide soluble assay, geologic intervals with rock types, core recovery information and specific gravity measurements.

 

The West End deposit was previously in production as a heap leach operation and many infill drill holes were drilled during the 1980s and 1990s using various methods, as previously described in Section 10. The drill holes were reviewed, and certain drill holes were not considered reliable for use in mineral resource estimation, including rotary and air-track drill holes, and other un-reliable holes flagged by Midas Gold. After removal of selected drill holes and non-bedrock intervals, the final database contained 674 drill holes.

 

Detection limits for gold are quite variable, depending on the drilling campaign and assay lab used. Detection limits were adjusted to values equal to half the detection limit; levels well below those of economic interest. Approximately 78% of the assay records have gold fire assays (AuFA) and 75% have cyanide soluble gold assays (AuCN). Some historic operators selectively used fire assays within the sulfide zones where sulfide mineralization was observed, resulting in a dataset that contains some “spot” AuFA records. This results in an apparent high bias because higher-grade intervals were selected for fire assay. To address this, a new variable was created (Au_Final) combining AuFA if available, and AuCN if not, ensuring that an assay is available for every interval in holes containing partial fire assay data. While this treatment is somewhat conservative, it affects a relatively small subset of drill holes in a restricted area of the deposit and as such will not result in over-estimation of in situ mineral resources based on selective spot assaying of higher-grade intervals. Au_Final, the variable used for estimation of total gold and discussed in the remainder of this section, is shown by drilling campaign in Table 14.10.

 

Partial or spot assaying for AuCN is prevalent throughout the deposit, especially within the Superior-era drill holes where available AuCN assays do not adequately define the transition from oxide to sulfide gold. This issue was addressed by removing 70 drill holes with incomplete AuCN assays following section-by-section review for completeness and potential impacts to the mineral resource estimate. The final dataset for estimation of cyanide soluble gold is shown in Table 14.10.

 

Only Midas Gold, Canadian Superior Mining Ltd. (Superior) and Stibnite Mines Inc. (SMI) drill holes were assayed for silver, with the latter exclusively assayed for cyanide soluble silver. Similar to the treatment of partial gold assays, a new variable Ag_Final was created combining fire assay and cyanide soluble silver assays for use in silver estimation.

 

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Table 14.10: Drill Hole Information used in the West End Mineral Resource Estimate

 

  Au Fire Assay     Au Cyanide Assay     Silver  
Company   # Holes     # Samples     Meters     # Holes     # Samples     Meters     # Holes     # Samples     Meters  
El Paso     1       18       30       0       0       0       0       0       0  
Midas Gold     53       6,020       11,499       52       5,148       9,872       53       6,020       11,499  
Pioneer     336       21,313       32,498       336       21,281       32,449       136       6,947       10,586  
SMI     118       6,851       10,431       118       6,851       10,431       118       6,851       10,431  
Superior     163       6,573       11,626       132       2,850       6,196       71       2,642       5,448  
Twin River     3       160       256       0       0       0       0       0       0  
All     674       40,935       66,340       638       36,130       58,948       378       22,460       37,964  

 

Note:  Drill hole information excludes samples within overburden and includes un-sampled intervals.

 

Drill holes in the West End deposit form an irregular grid and are primarily vertical or oriented on 120 degree azimuths. Mean drill hole spacing is approximately 40 m above 2,100 m elevation increasing to 70 m near the base of the drill pattern at 1,900 m elevation.

 

The vast majority of assay lengths are 1.52 m (5 ft) for the historic campaigns and 1.52 m (5 ft) to 2.1 m (7 ft) for the Midas Gold drill holes. The mean sample length is 1.61 m.

 

14.3.3 Geologic Modeling

 

The West End deposit occurs in an overturned sequence of steeply dipping Proterozoic to Paleozoic metasediments comprising the Stibnite Roof Pendant. As discussed in Section 7, lithologic units consist of quartzite, quartz-pebble conglomerate, interbedded quartzite and schist, limestones, dolomitic marble, and calc-silicate rocks and range in thickness from 70 – 180 m. The meta-sedimentary rocks are intruded by quartz-monzonite and granitic stocks. Mineralization occurs within and adjacent to fault zones, principally the southeast dipping WEFZ.

 

The geologic model prepared by Midas Gold consists of eight northeast-dipping lithostratigraphic units which intersect, and are offset across, the WEFZ (Figure 14.6). The WEFZ is modeled as two surfaces representing the hanging wall and footwall of the structural corridor and is up to 80 m wide, dipping 50 to 70 degrees to the southeast with a strike length of over 1.7 km. Additional wireframes representing splay faults and subsidiary structures to the main WEFZ were also provided. The geologic model also includes two intrusive units, the Stibnite Stock of granitic composition which intrudes the metasediments 200 to 300 m east of the WEFZ, and the Idaho Batholith, an intrusion of quartz monzonite composition occurring at the southeast margin of the deposit. Midas Gold provided a topographic surface derived from 1 m gridded LiDAR flown in 2009, a pre-mining topographic surface constructed from historic maps and drill hole collars, and an overburden surface representing the current top of bedrock constructed from drill hole data, and historic pit ‘as-builts’ representing the extent of historic mining.

 

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Figure 14.6: Geologic Model for West End

 

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Gold mineralization in the West End deposit occurs within all lithostratigraphic units with higher-grade mineralization preferentially occurring in the schist and calc-silicate lithologies. Gold mineralization is associated with silica alteration occurring as quartz-veinlets, stockworks and zones of silica flooding and replacement. Gold also occurs along oxidized fractures and broadly disseminated within fracture zones and within intrusive units where gold is associated with sulfide-sericite alteration. Gold is concentrated along and adjacent to the WEFZ and its subsidiary structures; with mineralized drill holes observed crossing the modeled hanging wall and footwall with no apparent disruptions in gold grade. Silver mineralization within the deposit is generally low-grade and erratic. Silver mineralization is locally elevated within the WEFZ.

 

The oxidation level in the deposit is of moderate and variable depth, with elevated AuCN values occurring at shallow levels, preferentially within certain lithologic units, and locally at deeper elevations between strands of the WEFZ and along splay structures. AuCN mineralization is only sparsely tested below the 1,900 m elevation in widely spaced Midas Gold drill holes.

 

14.3.4 Estimation Domain Modeling

 

The West End gold estimates utilized the geologic model, a 0.25 g/t Au grade shell and five estimation domains to characterize gold deposition in relation to structural and stratigraphic controls. Boundary treatment during estimation is based on analysis of grade variability across geologic and estimation domain contacts.

 

A grade shell was constructed based on an indicator estimate using a cutoff grade of 0.25 g/t Au_Final. The shell demonstrates reasonable continuity along strike and vertically. For AuCN, the shell was modified slightly and restricted to elevations above 1,911 m. A grade shell was not developed for silver because mineralization is erratic and generally low grade throughout the deposit.

 

Estimation domains for Au_Final and AuCN were developed from the geologic model, perceived structural controls on mineralization, grade contouring, graphical plots of assay data and the 0.25 g/t Au grade shells. The WEFZ exerts a strong structural control on gold mineralization but fault contacts are not distinct boundaries; rather gold mineralization extends into favorable stratigraphic units adjacent to the structure. Estimation Domain 1 is the WEFZ expanded 50 m to the east and west, so as to encompass mineralization within and adjacent to the fault zone. Domains 2 and 3 include mostly low-grade material to the west and east of the WEFZ respectively, exclusive of Domains 4 and 5. Domain 4 encompasses generally low-grade gold mineralization hosted primarily within quartz monzonite of the Idaho batholith in the southwest region of the deposit. Domain 5 is entirely within Domain 3 and captures gold mineralization associated with east-northeast striking splay faults within the Stibnite Stock in the eastern region of the deposit. The West End estimation domains are shown on Figure 14.7.

 

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Figure 14.7: Estimation Domains for West End 

 

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Stratigraphic controls exert a strong influence on gold mineralization and were investigated within estimation domains through the use of descriptive statistics. In the simplified geologic model, certain lithostratigraphic units encompass multiple rock types (i.e. the quartzite-schist formation) and statistics were prepared for both logged lithology groupings and for samples occurring within modeled geologic units. In general, the distribution of gold within geologic domains is similar to that observed in logged lithology types, with the highest mean gold grades observed within the quartzite-schist formation (quartzite, psammite and schist), the calc-silicate formations (marble, metapelite, calcareous schists) and fault related rocks (breccia and gouge) (Table 14.11). The carbonate units (marble, limestone and dolomite) and clastics (conglomerate and quartzite) are generally lower grade.

 

Table 14.11: West End Descriptive Statistics by Rock Solid

 

    Rock Solid (g/t Au)  
Statistic   QZ   Hermes
Marble
  Upper
Quartzite
  Quartzite
Schist
  LCS   FM   QPC   Lower
Quartzite
  MM   UCS   ID
Batholith
  Stibnite
Stock
 
Mean     0.518     0.290     0.585     1.114     1.044     0.619     0.645     0.358     0.970     0.439     0.452     0.605  
Standard
Error
    0.031     0.032     0.044     0.019     0.024     0.027     0.017     0.015     0.098     0.039     0.072     0.016  
Median     0.170     0.137     0.274     0.4625     0.274     0.137     0.240     0.156     0.309     0.081     0.171     0.343  
Standard
Deviation
    0.909     0.766     0.799     1.754     2.064     1.441     1.158     0.656     1.933     1.031     1.348     0.914  
Minimum     0.0025     0.0025     0.0025     0.0025     0.0025     0.0025     0.0025     0.0025     0.0100     0.0025     0.0050     0.0025  
Maximum     8.503     11.52     6.000     22.63     28.22     17.62     16.11     9.394     13.61     12.55     20.91     16.63  
Count     877     567     327     8,536     7,587     2,894     4,437     1,832     392     686     347     3,251  
CV     1.75     2.64     1.36     1.57     1.97     2.32     1.79     1.83     1.99     2.35     2.98     1.50  

 

Variations in mean grade of gold assays across geologic boundaries were examined using contact plots to determine sub-domains requiring hard-boundary treatment during estimation. In Domain 1, abrupt grade changes were noted between the Hermes Marble and Quartzite-Schist formations and between the Lower Calc-silicate and Lower-quartzite formations. Within Domain 1, the resulting estimation sub-domains separate the Hermes Marble and the Lower Quartzite from other units. AuCN is generally comparable to gold within the Au_Final domains, with the exception of Domain 3 where the Lower Calc-silicate is a sub-domain with 10 m soft boundaries. Boundary conditions of the estimation domains for Au_Final were examined using contact plots and analysis of composited data (discussed below) and indicate both hard and soft boundaries between various estimation domains and lithologic sub-domains which were applied where warranted. For silver, marble units in Domain 1 form a distinctly lower-grade population and were estimated separately from other lithologies. Otherwise, the silver estimation domains are the same as those for gold but do not segregate geologic solids into sub-domains.

 

14.3.5 Compositing

 

Gold, AuCN and silver assays were composited downhole on 3 m intervals across geologic and estimation domain boundaries and excluding un-assayed or missing intervals. Composites <1 m were removed from the final data set. The 3 m composite length is an even multiple of the majority of raw assay lengths and represents 50% of the proposed mining bench height and estimation block height.

 

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Table 14.12: West End Raw Composite Statistics by Estimation Domain

 

  Domain 1   Domain 2   Domain 3   Domain 4   Domain 5  
Statistic   HM   LQ   Other   LCS/QZ_SCH   Other   LCS   Other   ID Batholith   Stibnite Stock  
Fire Assay Statistics (g/t Au)                                            
Mean     0.335     0.491     1.179   0.751   0.414   1.046   0.508   0.445   0.493  
Standard Error     0.062     0.023     0.017   0.049   0.032   0.041   0.017   0.039   0.013  
Median     0.183     0.313     0.644   0.388   0.250   0.337   0.224   0.273   0.293  
Standard Deviation     0.847     0.617     1.483   1.007   0.494   2.025   0.898   0.605   0.651  
Minimum     0.004     0.003     0.003   0.003   0.014   0.003   0.003   0.017   0.017  
Maximum     10.29     5.504     18.39   8.503   3.974   22.03   14.36   5.113   10.16  
Count     184     702     7,325   426   235   2,445   2,938   239   2,459  
Coefficient of Variation     2.53     1.26     1.26   1.34   1.19   1.93   1.77   1.36   1.32  

 

  Domain 1   Domain 2   Domain 3   Domain 4   Domain 5  
Statistic   HM   LQ   Other   All   LCS   Other   ID Batholith   Stibnite Stock  
Cyanide Assay Statistics (g/t Au)                                  
Mean   0.129   0.364   0.661   0.309   0.608   0.344   0.377   0.354  
Standard Error   0.014   0.022   0.013   0.020   0.026   0.012   0.040   0.010  
Median   0.079   0.238   0.284   0.145   0.179   0.172   0.206   0.209  
Standard Deviation   0.176   0.506   1.016   0.493   1.294   0.604   0.533   0.494  
Minimum   0.015   0.015   0.015   0.015   0.015   0.015   0.017   0.015  
Maximum   1.577   5.143   12.27   4.983   19.46   12.93   4.860   7.948  
Count   161   520   5,721   629   2,388   2,730   178   2,410  
Coefficient of Variation   1.37   1.39   1.54   1.60   2.13   1.76   1.41   1.39  

 

14.3.6 Evaluation of Outliers

 

To mitigate estimation risk associated with use of high-grade statistical outliers, capping grades were selected for each estimation domain after declustering and weighting raw 3 m composite data. Capping grade was evaluated using log probability plots and through analysis of contained metal within deciles and centiles, following the Parrish Method (Parrish, 1997). Both methods yielded similar results, except for Domain 1, where the more conservative composite capping grade of 10 g/t Au was selected. AuCN was capped in a manner similar to gold. Silver assays were capped at 10 g/t Ag prior to compositing on 3 m intervals. Table 14.13 shows final capping grades for West End. Low capping grades in domains 2, 4 and 5 are warranted due to low average grade and small relative standard deviation.

 

Table 14.13: Capping Grades for West End

 

Statistic   Domain 1     Domain 2     Domain 3     Domain 4     Domain 5  
Fire Assay Statistics within Gold Shell (g/t Au)                                        
Number     8,211       661       5,383       239       2,459  
Maximum Value     18.39       8.503       22.03       5.113       10.16  
Cap Value     10       3       10       2.3       3  
Number Capped     14       24       33       3       27  
Mean Uncapped     1.101       0.631       0.753       0.445       0.493  
Mean Capped     1.096       0.593       0.731       0.420       0.477  
Metal removed (%)     0.46       6.41       2.92       6.05       3.43  

 

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Statistic   Domain 1     Domain 2     Domain 3     Domain 4     Domain 5  
Cyanide Assay Statistics within Gold Shell (g/t Au)                                        
Number     6,402       629       5,118       178       2,410  
Maximum Value     12.27       4.983       19.46       4.860       7.948  
Cap Value     6       4       9       4       3  
Number Capped     30       2       12       1       12  
Mean Uncapped     0.624       0.309       0.467       0.377       0.354  
Mean Capped     0.616       0.307       0.460       0.372       0.345  
Metal removed (%)     1.20       0.80       1.50       1.30       2.57  

 

Table 14.14: West End Descriptive Statistics for Capped Composites

 

  Domain 1   Domain 2   Domain 3   Domain 4    Domain 5  
Statistic   HM   LQ   Other   LCS/QZ_SCH   Other   LCS   Other   ID Batholith   Stibnite Stock  
Fire Assay Statistics within Gold Shell (g/t Au)                                      
Mean   0.333   0.491   1.173   0.695   0.410   1.003   0.505   0.420   0.477  
Standard Error   0.061   0.023   0.017   0.038   0.030   0.035   0.016   0.029   0.011  
Median   0.183   0.313   0.644   0.388   0.250   0.337   0.224   0.273   0.293  
Standard Deviation   0.828   0.617   1.440   0.777   0.467   1.733   0.863   0.456   0.528  
Minimum   0.004   0.003   0.003   0.003   0.014   0.003   0.003   0.017   0.017  
Maximum   10.00   5.504   10.00   3.000   3.000   10.00   10.00   2.300   3.000  
Count   184   702   7,325   426   235   2,445   2,938   239   2,459  
Coefficient of Variation   2.49   1.26   1.23   1.12   1.14   1.73   1.71   1.09   1.11  

 

  Domain 1   Domain 2   Domain 3   Domain 4   Domain 5  
Statistic   HM   LQ   Other   All   LCS   Other   ID Batholith   Stibnite Stock  
Cyanide Assay Statistics within Gold Shell (g/t Au)                                  
Mean   0.129   0.364   0.653   0.307   0.595   0.342   0.372   0.345  
Standard Error   0.014   0.022   0.013   0.019   0.024   0.011   0.037   0.008  
Median   0.079   0.238   0.284   0.145   0.179   0.172   0.206   0.209  
Standard Deviation   0.176   0.506   0.958   0.472   1.173   0.578   0.495   0.411  
Minimum   0.015   0.015   0.015   0.015   0.015   0.015   0.017   0.015  
Maximum   1.577   5.143   6.000   4.000   9.000   9.000   4.000   3.000  
Count   161   520   5721   629   2388   2730   178   2410  
Coefficient of Variation   1.37   1.39   1.47   1.54   1.97   1.69   1.33   1.19  

 

14.3.7 Statistical Analysis and Spatial Correlation

 

Correlogram models were developed using the SAGE2001TM software package to guide the search ellipses and establish spatial correlation and sample weighting for the estimates. The nugget effect was derived using down-hole correlograms. Correlograms for capped 3 m composites within the grade shell were developed for Au_Final, AuCN and Ag_Final within estimation Domains 1, 2 and 3. The intrusive rocks in Domains 4 and 5 did not yield reliable correlograms and were estimated using inverse distance weighting. Gold and cyanide soluble gold demonstrate spatial continuity along dominant structural trends and within stratigraphic units. Cyanide soluble gold demonstrates greater vertical continuity than Au_Final. The correlogram parameters are summarized in Table 14.15.

 

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Table 14.15: Correlogram Models for West End

 

        Ellipse Axes Azimuth/Plunge               Modeled Ranges Model 1 / Model 2        
Element     Estimation
Domain
  1st   2nd     3rd     Nugget
C0
    Sill
C1/C2
    1st     2nd     3rd     Type  
Au_Final     1 & 2   254/-47   4/-17     108/-38     0.067     0.601/0.332     16/275     16/82     20/43     Exp  
    3   95/-33   45 /44   166/27   0.186     0.814     62     33     14     Exp  
      4 & 5   Inverse Distance Weighting  
      1 & 2   49/-20   142/-6     67 /69   0.161     0.839     101     50     35     Exp  
Au_CN     3 - LCS   115/-53   44 /14   144 /33   0.099     0.901     47     27     14     Exp  
      3 - Other   63/-6   175/-75     151 /14   0.15     0.85     41     21     10     Exp  
      4 & 5   Inverse Distance Weighting  
Ag     1   86/-22   353/-6     69 /67   0.234     0.766     86     64     52     Exp  
    2 & 3   37/-38   77/44     325 /21   0.039     0.961     164     37     14     Exp  
      4 & 5   Inverse Distance Weighting  

 

14.3.8 Block Model Parameters and Grade Estimation

 

The West End block model comprises 15.24 x 15.24 x 6.096 m blocks (50 x 50 x 20 ft) with coordinates defined in Table 14.16. Blocks were discretized into a 5 x 5 x 2 array of points during estimation.

 

Table 14.16: Block Model Definition for West End

 

  Dimension (m)   Origin (m)   Number of Blocks      
Deposit   X     Y   Z   X   Y   Z   X   Y   Z   Rotation  
West End   15.24     15.24   6.096   631,727.6   4,975,408.0   1,704.0   97   127   114   0  

 

Note:  Block centroid, NAD83 Zone 11N Datum

 

The drill hole database contains 166 density measurements from the primary lithologic units, the majority of which were determined onsite using the water immersion method, with a number of independent third party measurements completed offsite using the same methodology. Because of the relatively small number of density measurements, density values were averaged for each lithologic unit and assigned to the geologic model after removal of outliers, as summarized in Table 14.17.

 

Table 14.17: West End Density Assignment Values

 

Rock Model Unit   Bulk Density (g/cm3)     Bulk Density (lbs/ft3)  
Quartzite & Background     2.61       162.9  
Quartzite-Schist     2.70       168.6  
Lower Calc-Silicate     2.74       171.1  
Fern Marble     2.78       173.5  
Qtz Pebble Conglomerate     2.63       164.2  
Lower Quartzite     2.65       165.4  
Middle Marble     2.80       174.8  
Upper Calc-Silicate     2.76       172.3  
ID Batholith     2.54       158.6  
Stibnite Stock     2.61       162.9  
Overburden     1.75       109.2  

 

The West End mineral resource estimate was completed for gold, cyanide-soluble gold and silver using the estimation domains and sub-domains discussed previously. The estimate is limited to blocks occurring within the 0.25 g/t Au_Final grade shell below the current LiDAR topographic surface. Estimates for Au_Final, AuCN and Ag_Final in Domains 1, 2 and 3 are derived by ordinary Kriging using the 3 m composite file and correlogram weighting models discussed above. Estimates for Domains 4 and 5 use inverse-distance weighting to various powers. Estimation is performed in two passes; the first pass is limited to a search based on the correlogram ranges at approximately 90% of the sill. The second pass search is expanded to a multiple of the first pass with greater isotropy. Composites occurring above the current bedrock surface from pre-historic mining activity are utilized in the estimate, but material in this region is not included in the mineral resource. Table 14.18 shows estimation criteria for gold and cyanide soluble gold by domain. Silver was estimated in a manner similar to gold but is not detailed in this Report because it is of minor economic significance.

 

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Table 14.18: Summary of Estimation Parameters for West End

 

    1     2     3   4   5  
Parameter   HM     LQ     Other     LCS/ QZ_SCH     Other     LCS     Other   ID Batholith   Stibnite Stock  
Pass 1 – Fire Assay Au                                                  
Pass 1 Method   OK     OK     OK     OK     OK     OK     OK   ID3   ID2  
Princ. Axis Az/Plunge(1)   280/-35     280/-35     280/-35     280/-35     280/-35     45/-48     45/-48   0/0 0/0
Int. Axis Az/Plunge   346/30   346/30   346/30   346/30   346/30   93/31   93/31 0/-90   0/-90  
Minor Axis Az/Plunge   226/40   226/40   226/40   226/40   226/40   347/-25     347/-25   90/0 90/0
Princ. Axis Srch Dist. (m)   50     50     50     40     40     50     50   40   50  
Maj/Int/Minor Axis   1:.67:.55     1:.67:.55     1:.67:.55     1:.67:.55     1:.67:.55     1:.65:.35     1:.65:.35   01:01:01   01:01:01  
Search Type   Sector     Sector     Sector     Open     Open     Sector     Sector   Sector   Sector  
Comp Restrictions   Hard     Hard     Hard     Hard     Hard     Soft (10m)     Soft (10m)   Hard   Hard  
Max Comps/Sector   3     3     3     12     12     3     4   4   3  
Min Comps   4     4     4     3     3     4     5   5   4  
Min # of Holes   2     2     2     2     2     2     2   2   2  
Max Comps/Hole   5     5     5     4     5     5     4   4   4  
Pass 2 – Fire Assay Au
Pass 2 Method   OK     OK     OK     OK     OK     OK     OK   ID3   ID2  
Princ. Axis Az/Plunge   280/-35     280/-35     280/-35     280/-35     280/-35     356/2   356/2 0/0 0/0
Int. Axis Az/Plunge   346/30   346/30   346/30   346 /30   346/30   79/-75     79/-75   0/-90   0/-90  
Minor Axis Az/Plunge   226/40   226/40   226/40   226/40   226/40   267/-15     267/-15   90/0 90/0
Princ. Axis Srch Dist. (m)   150     150     150     150     150     150     150   75   150  
Maj/Int/Minor Axis   1:.67:.55     1:.67:.55     1:.67:.55     1:.75:.75     1:.67:.55     1:.7:.4     1:.7:.4   01:01:01   01:01:01  
Search Type   Open     Open     Open     Open     Open     Sector     Sector   Sector   Sector  
Comp Restrictions   Hard     Hard     Hard     Hard     Hard     Soft (10m)     Soft (10m)   Hard   Hard  
Max Comps/Sector   12     12     12     12     12     3     3   4   2  
Min Comps   2     2     2     2     2     2     2   2   3  
Min # of Holes   1     1     1     1     1     1     1   1   1  
Max Comps/Hole   5     5     3     4     4     4     4   4   4  

 

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    1     2     3   4   5  
Parameter   HM     LQ     Other     LCS/ QZ_SCH     Other     LCS   Other   ID Batholith   Stibnite Stock  
Pass 1 – Cyanide Assay Au                                                  
Pass 1 Method   OK     OK     OK     OK           OK     OK   IDS   IDS  
Princ. Axis Az/Plunge(1)   49 /20   49 /20   49 /20   49 /20         115 /53   63 /6 0 /0 57/-1  
Int. Axis Az/Plunge(1)   141 /6   141 /6   141 /6   141 /6         145/-33     176 /75 90 /0 144 /73
Minor Axis Az/Plunge(1)   247 /69   247 /69   247 /69   247 /69         226 /15   332 /14 90 /90 327 /17
Princ. Axis Srch Dist. (m)   65     65     90     65           50     50   65   150  
Maj/Int/Minor Axis   1:.5:.35     1:.5:.35     1:.5:.35     1:.5:.35           1:.30:.57     1:.51:.24   01:01:01   1:.64:.36  
Sectors   4     4     4     4           4     4   1   4  
Domains Permitted   1,3     1,2,3     1,2,3     1,2           1,3     1,3   4   5  
Max Comps/Sector   2     2     2     2           3     2   8   2  
Max Comps/Sector   2     2     2     2           3     2   8   2  
Min Comps   3     3     3     3           2     3   2   3  
Min # of Holes   1     1     1     1           1     1   1   1  
Max Comps/Hole   4     4     4     4           4     4   4   4  

 

Notes:

(1)       Negative plunge is downward.

 

14.3.9 Block Model Validation

 

The block model for West End was validated by completing a series of graphical inspections, bias checks, sensitivity studies and comparison to prior estimates. Graphically, the model was checked by reviewing the block estimate relative to the geologic model, domain boundaries and grade shell. Block model variables were check to ensure that they fall within appropriate ranges. Global bias was assessed by comparing the estimated grade to the nearest neighbor estimate within each estimation domain. Local bias was assessed on swath plots in the X, Y and Z directions on Figure 14.8, Figure 14.9, and Figure 14.10, respectively. Change of support was assessed using a HERCO. The HERCO validation suggests that the Kriged models are under-smoothed with respect to the theoretical grade-tonnage distribution at a cutoff grade of 0.75 g/t Au and classification is restricted to the indicated and inferred classes accordingly. A sensitivity model run to assess the results of capping indicates that capping results in an approximate 2% decrease in grade and 2% decrease in tonnage resulting in a 4% decrease in contained gold. Relative to the 2012 PEA mineral resource estimate, the new model indicates a small increase in indicated mineral resources and a 44% decrease in inferred gold ounces. The overall decrease in inferred gold ounces resulted from conversion of inferred mineral resources to the indicated category. Although new drilling successfully expanded indicated mineral resources through conversion of inferred mineral resources to indicated in some areas, this increase was largely offset by the loss of previously indicated material in other areas due to different treatment of the high-biased selective gold fire assays, where un-assayed total gold intervals were not populated with background CN assay data in 2012 but were in 2014.

 

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Figure 14.8:      East-West Gold Swath Plot for West End

 

 

Figure 14.9:      North-South Gold Swath Plot for West End

 

 

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Figure 14.10:      Elevation Validation Gold Swath Plot for West End

 

 

14.3.10 West End Mineral Resource Classification

 

Confidence criteria used to guide mineral resource classification include search and composite selection, estimation variance and single-block Kriged results. Blocks eligible for indicated classification are those estimated in the first estimation pass, or those estimated in the second pass by more than 5 composites from two or more drill holes with a Kriging variance <0.45. Distance is not a criteria, but indicated blocks estimated in the second pass generally have an average distance to samples of <50 m and at least one composite within 50 m anisotropic distance. Blocks in Domain 4 are not eligible for indicated classification. Single block Kriged results indicate that the 25 to 70 m drill spacing is sufficient for estimation of quarterly production grade with 85% confidence, suitable for classification of indicated mineral resources. Final classification was applied following manual smoothing of the results on 6 m plan sections to produce a model with reasonably contiguous zones of inferred and indicated blocks.

 

14.4 Yellow Pine

 

14.4.1 Mineral Resource Estimation Procedures

 

The Yellow Pine mineral resource estimate is based on the validated and verified drill hole database, digitized as-built data of historic workings, interpreted fault structures, sulfide mineralization, and LiDAR topographic data. The geologic modeling and estimation of mineral resources was completed using the commercial three-dimensional block modelling and mine planning software Geovia GEMSTM Version 6.6; geostatistics and semi-variogram analyses were completed using Snowden SupervisorTM Version 8.2 software.

 

14.4.2 Drill Hole Database

 

The drill hole database, supplied by Midas Gold in Excel format, contained collar locations surveyed in UTM grid coordinates, drill hole orientations with downhole surveys, assay intervals with gold, antimony, and silver analyses by fire assay and/or cyanide soluble assay, geologic intervals with rock types and specific gravity measurements.

 

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The Yellow Pine deposit was previously in production in the 1930s - 1950s from the so-called glory hole area, while the Homestake area was in production in the 1980s; the entire Yellow Pine area was explored for gold and antimony by numerous operators, up to and including Midas Gold in 2013. The drill hole database contains data for 1,004 separate drill holes representing a mixture of pre-1953 and modern drilling programs. Historical data (i.e. pre-Midas Gold) accounts for approximately 49% of the drill hole database by meterage, as previously described (Section 10). Multiple statistical validations were completed to assess the quality of the historical drill hole data, as discussed in Section 12. A significant number of historic holes were removed from the dataset used for estimation including holes missing critical supporting information, holes with long downhole composited assays, air-track drill holes and all historic pre-1953 drill holes in the northeast portion of the deposit (which is often referred to as the Homestake domain).

 

For the Yellow Pine deposit, antimony and silver mineral resources were calculated in addition to gold. Table 14.19 shows the number of drill holes and assay intervals utilized in the estimate, which illustrates that the metal values for gold, antimony, and silver were not consistently analyzed for all sample intervals throughout the various historic drilling campaigns. While there are some areas of oxidation within the Yellow Pine deposit, all mineralization is treated as sulfide mineralization with respect to the estimation.

 

Table 14.19:      Drill Hole Information used in the Yellow Pine Mineral Resource Estimate 

 

  Gold     Silver     Antimony  
Company   # Holes     # Samples     Meters     # Holes     # Samples     Meters     # Holes     # Samples     Meters  
Barrick     17       2,528       3,909       17       2,528       3,909       17       2,528       3,909  
Bradley     109       4,256       6,796       109       4,256       6,796       0       0       0  
El Paso     1       60       122       1       60       122       1       60       122  
Hecla     67       2,348       3,723       67       2,348       3,723       0       0       0  
Midas Gold     226       23,271       43,190       226       23,271       43,190       226       23,271       43,190  
Pioneer     1       76       116       1       76       116       1       76       116  
Ranchers     145       4,713       7,542       145       4,713       7,542       145       4,713       7,542  
Superior     16       393       595       16       393       595       16       393       595  
USBM     51       2,828       4,421       51       2,828       4,421       51       2,828       4,421  
All     633       40,473       70,414       633       40,473       70,414       457       33,869       59,895  

 

Note:  Drill hole information includes un-assayed intervals, and excludes samples in overburden.

 

The most common assay lengths are approximately 1.5 m long with the majority of assays between 0.8 m and 2.5 m in length. The drill hole database contains 1,762 specific gravity measurements, collected on core samples using a water immersion method and verified with independent, third party laboratory measurements.

 

14.4.3 Geologic Modeling

 

The Yellow Pine mineral resource estimate is based on a generalized geologic model consisting of major rock types, major structures, surfaces, historic underground workings and grade shells for gold, antimony and silver (as shown on Figure 14.11). Intrusive rocks types in the geologic model include the primary host rocks, i.e. quartz-monzonite and granite, which are cut by late-stage diabase and latite dikes. As discussed in Section 7, mineralization in the Yellow Pine deposit is structurally controlled and localized by the MCFZ, a generally north to northeast striking, steeply west-northwest dipping fault zone, and north striking gently west dipping conjugate splay or cross structures associated with the MCFZ. The majority of mineralization in the deposit occurs west of the MCFZ and east of the Hidden Fault Zone (HFZ), a wide, moderately northwest dipping fault and fracture zone. To the south, gold mineralization occurs within and adjacent to the MCFZ, and east of the Hanging Wall Fault (HWF). In the geologic model, the MCFZ and HFZ are modeled as structural corridors containing a variety of fault related rock types including breccia, gouge, cataclasite and rubble zones. To the east of the MCFZ are metasediments of the Stibnite roof pendant, which are not sub-divided in the geologic model. The geologic model also includes solids representing minor late-stage dikes, numerous adits, drifts and underground development workings and surfaces representing current and pre-mining topography and the current top-of bedrock surface. The surface representing the top of bedrock was digitized from drill hole data and from 1950s and 1990s engineering drawings depicting the historical Yellow Pine and Homestake pit bottoms, prior to backfilling. Drill data used to construct the top of bedrock surface includes holes drilled from barges through the pit lake by the Rancher’s Exploration Company (Ranchers).

 

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14.4.4 Estimation Domain Modeling

 

The mineral resource estimate for the Yellow Pine deposit utilized grade shells for gold, antimony and silver in five estimation domains. The gold grade shell was constructed manually using a 0.25 g/t grade threshold. Contouring was controlled by grade values and the geologic and structural trends, particularly the MCFZ, HFZ and HWF. Grade shell construction was limited to no more than 60 m beyond any mineralized drill hole intercept. During interpolation the gold shell served as a hard boundary. The grade shells for antimony and silver were constructed using a similar procedure to the gold grade shell using thresholds of 0.1% Sb and 10 g/t Ag. Both antimony and silver shells are located entirely within the gold grade shell and served as hard boundaries for estimation.

 

The deposit was divided into five estimation domains to segregate regions with different structural controls on gold mineralization, as indicated by oriented core structural measurements, Midas Gold grade contouring, the geologic model, historical underground mapping and historical reports. Estimation domains are shown on Figure 14.12 and subdivide the deposit into the southern, central and northern regions which show progressively more shallow dipping controls on mineralization, and segregate the MCFZ, HFZ and meta-sedimentary units. The boundaries between the estimation domains were treated as soft boundaries during estimation. Descriptive statistics for raw assays within the gold grade shell are shown in Table 14.20.

 

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Figure 14.11:      Geologic Model for Yellow Pine

 

 

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Figure 14.12:      Estimation Domains and Grade Shells for Yellow Pine

 

 

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Table 14.20:     Descriptive Statistics for Raw Assays for Yellow Pine

 

Metal   Au Fire Assay (g/t)  
Shell   Inside 0.25 g/t Au     Outside Au  
Estimation
Domain
    All       100       210       220       230       320       All  
Mean     1.725       0.976       1.130       2.154       0.872       1.560       0.076  
Standard Error     0.014       0.037       0.030       0.019       0.029       0.037       0.002  
Median     1.029       0.369       0.489       1.714       0.471       0.686       0.027  
Standard Deviation     2.127       1.278       1.674       2.214       1.455       2.353       0.228  
Minimum     0.003       0.003       0.003       0.003       0.003       0.003       0.003  
Maximum     36.00       8.057       22.29       36.00       28.20       30.62       12.48  
Count     23,868       1,208       3,199       13,007       2,498       3,956       16,012  
CV     1.23       1.31       1.48       1.03       1.67       1.51       2.99  

 

Metal   Ag (g/t)     Sb (%)  
Shell   10 g/t Ag     Inside Au     Outside Au     0.1 % Sb     Inside Au     Outside Au  
Mean     22.05       2.066       0.414       0.768       0.022       0.003  
Standard Error     1.083       0.038       0.010       0.025       0.001       0.000  
Median     10.97       1.030       0.250       0.290       0.003       0.001  
Standard Deviation     43.01       4.523       1.197       1.454       0.126       0.024  
Minimum     0.017       0.017       0.017       0.001       0.000       0.000  
Maximum     975.0       222.0       111.0       24.10       4.420       1.800  
Count     1,578       14,496       14,198       3,380       12,930       14,075  
CV     1.95       2.19       2.89       1.89       5.77       7.24  

 

Note:  Assay information excludes un-assayed samples and samples within overburden.

 

14.4.5 Compositing

 

Gold, antimony and silver were composited downhole on 3 m intervals within the gold grade shell. Composites at the end of drill holes that were <0.6 m in length were removed from the final data set. Prior to compositing, gold grade was checked relative to sample length and no correlation was found, indicating that capping of outliers can be applied to composites. Composites generated from missing assay data were removed from the data set discussed in the following sections and used for estimation. Descriptive statistics for raw composites are shown in Table 14.21.

 

Table 14.21:     Yellow Pine Raw Composite Statistics by Estimation Domain

 

Statistic   All Domains     Domain 100     Domain 210     Domain 220     Domain 230     Domain 320  
Uncapped Clustered Composites (in g/t Au) Outside 0.25 g/t Gold Shell (AuCode_990)  
Mean     0.073       0.069       0.079       0.059       0.074       0.083  
Standard Error     0.002       0.005       0.004       0.002       0.003       0.006  
Median     0.030       0.033       0.030       0.023       0.027       0.034  
Standard Deviation     0.176       0.132       0.224       0.096       0.144       0.233  
Minimum     0.003       0.003       0.003       0.003       0.003       0.003  
Maximum     6.527       1.638       5.314       1.405       1.964       6.527  
Count     9,518       590       2,567       2,026       2,915       1,420  
Coefficient of Variation     2.41       1.90       2.83       1.63       1.95       2.81  

 

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Statistic   All Domains     Domain 100     Domain 210     Domain 220     Domain 230     Domain 320  
Uncapped Clustered Composites (in g/t Au) Inside 0.25 g/t Gold Shell (AuCode_1000, 1100)
Mean     1.687       1.001       1.102       2.125       0.860       1.578  
Standard Error     0.016       0.046       0.034       0.023       0.032       0.045  
Median     1.092       0.477       0.539       1.795       0.509       0.850  
Standard Deviation     1.847       1.194       1.431       1.916       1.286       2.025  
Minimum     0.003       0.003       0.003       0.003       0.003       0.003  
Maximum     23.48       6.984       12.47       21.13       21.45       23.48  
Count     13,087       670       1,796       6,967       1,589       2,065  
Coefficient of Variation     1.10       1.19       1.30       0.90       1.49       1.28  
Uncapped Clustered Composites (in g/t Ag) Outside 10 g/t Silver Shell (AgCode_1000)
Mean     0.411       0.456       0.340       0.432       0.421       0.473  
Standard Error     0.013       0.042       0.008       0.015       0.037       0.020  
Median     0.250       0.250       0.250       0.250       0.250       0.250  
Standard Deviation     1.196       0.890       0.358       0.645       1.935       0.688  
Minimum     0.080       0.170       0.080       0.170       0.080       0.080  
Maximum     89.96       11.27       6.609       7.499       89.96       7.799  
Count     8,514       459       2,275       1,848       2,719       1,213  
Coefficient of Variation     2.91       1.95       1.05       1.49       4.60       1.46  
Uncapped Clustered Composites (in g/t Ag) Inside 10 g/t Silver Shell (AgCode_3000)
Mean     21.93       22.81       46.51       19.56       42.57          
Standard Error     1.271       3.076       14.33       0.882       17.10          
Median     12.26       13.47       25.23       11.93       12.31          
Standard Deviation     37.08       24.99       79.80       23.52       110.8          
Minimum     0.170       0.382       3.262       0.170       0.170          
Maximum     712.6       146.8       348.4       197.3       712.6          
Count     851       66       31       712       42       0  
Coefficient of Variation     1.69       1.10       1.72       1.20       2.60          
Uncapped Clustered Composites (in % Sb) Outside 0.1% Antimony Shell (SbCode_1000)
Mean     0.019       0.044       0.019       0.025       0.007       0.005  
Standard Error     0.001       0.006       0.003       0.002       0.001       0.000  
Median     0.003       0.011       0.003       0.003       0.003       0.003  
Standard Deviation     0.097       0.094       0.117       0.112       0.023       0.010  
Minimum     0.000       0.001       0.000       0.000       0.000       0.000  
Maximum     2.558       0.926       2.558       2.148       0.380       0.170  
Count     7,249       269       1,285       3,744       1,358       593  
Coefficient of Variation     5.00       2.14       6.19       4.59       3.03       1.98  
Uncapped Clustered Composites (in % Sb) Inside 0.1% Antimony Shell (SbCode_2000)
Mean     0.626       0.626       0.884       0.564       1.247       0.543  
Standard Error     0.030       0.081       0.145       0.030       0.350       0.097  
Median     0.267       0.254       0.376       0.264       0.253       0.349  
Standard Deviation     1.099       0.985       1.770       0.912       2.098       0.563  
Minimum     0.001       0.003       0.005       0.001       0.017       0.005  
Maximum     16.96       5.442       16.96       11.72       8.462       2.310  
Count     1,310       147       149       944       36       34  
Coefficient of Variation     1.76       1.57       2.00       1.62       1.68       1.04  

 

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  14.4.6 Evaluation of Outliers

 

To mitigate estimation risk associated with use of high-grade statistical outliers, capping grades were determined for each estimation domain based on inflection points on log-probability plots of the raw 3 m composites. Capping grades are shown in Table 14.22 as well as percentage of metal removed based on relative change in declustered average grade. Capped composite statistics are shown in Table 14.23. Low capping grades for antimony outside the antimony shell are warranted due to low average grade and small relative standard deviation. In general, the estimation domains and mineralized shells adequately subdivide samples into regions with distinct populations and coefficients of variation acceptably low for geostatistical estimation.

 

Table 14.22:     Capping Grades for 3 m Composites

 

Statistic   Domain 100     Domain 210     Domain 220     Domain 230     Domain 320  
Au (g/t) Inside 0.25 g/t Gold Shell (AuCode_1000, 1100)
Ndat     670       1796       6967       1589       2064  
Maximum Value     6.984       12.465       21.125       21.451       23.484  
Cap Value     N/A       10       10       10       10  
Number Capped     0       3       44       4       14  
Mean Uncapped     0.845       0.944       1.403       0.860       1.301  
Mean Capped     0.845       0.943       1.395       0.840       1.288  
Lost Metal (%)     0       -0.1       -0.6       -2.3       -1  

Ag (g/t) Inside 10 g/t Silver Shell (AgCode_3000)
Ndat     66       31       712       42       0  
Maximum Value     146.8       348.4       197.3       712.6          
Cap Value     80       50       120       100          
Number Capped     1       4       6       3          
Mean Uncapped     22.81       46.51       19.56       42.57          
Mean Capped     21.80       23.99       19.19       26.36          
Lost Metal (%)     -4.4       -48.4       -1.9       -38.1          

Ag (g/t) Outside 10 g/t Silver Shell (AgCode_1000)
Ndat     382       1,454       3,722       1,360       1,296  
Maximum Value     31.02       59.75       70.21       42.45       12.83  
Cap Value     20       25       25       15       10  
Number Capped     3       5       17       5       5  
Mean Uncapped     1.937       1.850       2.478       1.539       1.517  
Mean Capped     1.899       1.798       2.404       1.507       1.514  
Lost Metal (%)     -1.9       -2.8       -3.0       -2.1       -0.2  

Sb % Inside 0.1% Antimony Shell (SbCode_2000)
Ndat     147       149       944       36       34  
Maximum Value     5.442       16.962       11.72       8.462       2.31  
Cap Value     N/A       6       9       5       1  
Number Capped     0       2       1       4       4  
Mean Uncapped     0.626       0.884       0.564       1.247       0.543  
Mean Capped     0.626       0.788       0.561       1.087       0.445  
Lost Metal (%)     0.0       -10.8       -0.5       -12.8       -18.1  

Sb % Outside 0.1% Antimony Shell (SbCode_1000)
Ndat     269       1,285       3,744       1,358       593  
Maximum Value     0.926       2.558       2.148       0.38       0.17  
Cap Value     N/A       0.5       0.5       0.3       N/A  
Number Capped     0       11       40       2       0  
Mean Uncapped     0.044       0.019       0.025       0.007       0.005  
Mean Capped     0.044       0.014       0.020       0.007       0.005  
Lost Metal (%)     0.0       -25.9       -18.0       -1.4       0.0  

 

   M3-PN130029
8 Dec 2014
Revision R0 – Amended
 
 
 
14-31
 

 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Table 14.23:     Capped Clustered Composite Statistics for Yellow Pine

 

Statistic   All Domains     Domain 100     Domain 210     Domain 220     Domain 230     Domain 320  
Capped Clustered Composites (in g/t Au) Outside 0.25 g/t Gold Shell (AuCode_990)
Mean     0.073       0.069       0.079       0.059       0.074       0.083  
Standard Error     0.002       0.005       0.004       0.002       0.003       0.006  
Median     0.030       0.033       0.030       0.023       0.027       0.034  
Standard Deviation     0.176       0.132       0.224       0.096       0.144       0.233  
Minimum     0.003       0.003       0.003       0.003       0.003       0.003  
Maximum     6.527       1.638       5.314       1.405       1.964       6.527  
Count     9,518       590       2,567       2,026       2,915       1,420  
Coefficient of Variation     2.41       1.90       2.83       1.63       1.95       2.81  

Capped Clustered Composites (in g/t Au) Inside 0.25 g/t Gold Shell (AuCode_1000, 1100)
Mean     1.671       1.001       1.098       2.107       0.840       1.558  
Standard Error     0.015       0.046       0.033       0.022       0.028       0.042  
Median     1.092       0.477       0.539       1.795       0.509       0.850  
Standard Deviation     1.751       1.194       1.408       1.812       1.111       1.897  
Minimum     0.003       0.003       0.003       0.003       0.003       0.003  
Maximum     10.000       6.984       10.000       10.000       10.000       10.000  
Count     13,087       670       1,796       6,967       1,589       2,065  
Coefficient of Variation     1.05       1.19       1.28       0.86       1.32       1.22  

 

Capped Clustered Composites (in g/t Ag) Outside 10 g/t Silver Shell (AgCode_1000)
Mean     0.397       0.443       0.340       0.432       0.380       0.473  
Standard Error     0.007       0.036       0.008       0.015       0.013       0.020  
Median     0.250       0.250       0.250       0.250       0.250       0.250  
Standard Deviation     0.607       0.761       0.358       0.645       0.669       0.688  
Minimum     0.080       0.170       0.080       0.170       0.080       0.080  
Maximum     10.000       7.000       6.610       7.500       10.000       7.800  
Count     8,514       459       2,275       1,848       2,719       1,213  
Coefficient of Variation     1.53       1.72       1.05       1.49       1.76       1.46  

Capped Clustered Composites (in g/t Ag) Inside 10 g/t Silver Shell (AgCode_3000)
Mean     19.92       21.80       23.99       19.19       26.36          
Standard Error     0.743       2.574       2.718       0.801       4.584          
Median     12.25       13.47       25.23       11.94       12.31          
Standard Deviation     21.67       20.91       15.14       21.38       29.71          
Minimum     0.170       0.380       3.260       0.170       0.170          
Maximum     120.0       80.00       50.00       120.0       100.0          
Count     851       66       31       712       42       0  
Coefficient of Variation     1.09       0.96       0.63       1.11       1.13          

   M3-PN130029
8 Dec 2014
Revision R0 – Amended
 
 
 
14-32
 

 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Statistic   All Domains     Domain 100     Domain 210     Domain 220     Domain 230     Domain 320  
Capped Clustered Composites (in % Sb) Outside 0.1% Antimony Shell (SbCode_1000)
Mean     0.017       0.043       0.016       0.022       0.006       0.005  
Standard Error     0.001       0.006       0.002       0.002       0.001       0.000  
Median     0.003       0.010       0.003       0.002       0.003       0.003  
Standard Deviation     0.088       0.094       0.079       0.109       0.021       0.010  
Minimum     0.000       0.001       0.000       0.000       0.000       0.000  
Maximum     2.148       0.926       1.344       2.148       0.380       0.170  
Count     7,249       269       1,285       3,744       1,358       593  
Coefficient of Variation     5.15       2.18       4.99       5.06       3.48       1.98  
                                                 
Capped Clustered Composites (in % Sb) Inside 0.1% Antimony Shell (SbCode_2000)
Mean     0.596       0.626       0.762       0.555       1.047       0.406  
Standard Error     0.026       0.081       0.088       0.029       0.278       0.049  
Median     0.265       0.254       0.376       0.262       0.253       0.349  
Standard Deviation     0.943       0.985       1.079       0.883       1.670       0.288  
Minimum     0.001       0.003       0.005       0.001       0.001       0.005  
Maximum     9.000       5.442       6.000       9.000       5.000       1.000  
Count     1,310       147       149       944       36       34  
Coefficient of Variation     1.58       1.57       1.42       1.59       1.59       0.71  

 

14.4.7 Statistical Analysis and Spatial Correlation

 

Exponential and spherical semi-variogram models were generated for gold, antimony and silver to guide the search ellipses and establish spatial correlation and sample weighting for the estimate. The nugget effect was derived using down-hole variograms. Semi-variogram models (Table 14.24) were based on experimental log variograms generated for each estimation domain within the grade shells using Snowden SupervisorTM software. Variography for gold and antimony indicates good spatial correlation along perceived structural trends such as major fault corridors and northeast striking splay structures to the MCFZ, with many directions of maximum continuity oriented sub-parallel to the intersection of northwest dipping and north-south striking faults.

 

 

   M3-PN130029
8 Dec 2014
Revision R0 – Amended
 
 
 
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Table 14.24:     Semi-Variogram Models for Yellow Pine

 

        Gemcom ZXZ Rotations(1)   Nugget   Sill C1   Ranges a1, a2 (m)   Model
Structure
Metal   Domain   Around Z   Around X   Around Z   C0   and C2   SM X-ROT   MJ Y-ROT   MN Z-ROT  

Type

  100   68   68   -106   0.05   0.17
0.94
  4
69
  4
50
  14
22
  Exp.
Exp.
    210   62   -62   42   0.05   0.21
0.74
  43
70
  32
45
  15
20
  Spherical
Spherical
Au   220   40   -85   -95   0.1   0.07
0.58
  26
115
  10
60
  14
36
  Exp.
Exp.
    230   -128   75   -112   0.05   0.08
0.94
  68
90
  40
80
  11
25
  Exp.
Exp.
    320   -135   53   -105   0.1   0.62
0.12
  47
90
  50
70
  24
40
  Exp.
Exp.
  100   82   83   -105   0.05   0.31
0.37
  37
100
  37
75
  18
35
  Exp.
Exp.
    210   45   -59   8   0.06   0.37
0.49
  96
120
  10
80
  12
25
  Exp.
Exp.
Ag   220   70   -80   95   0.03   0.21
0.63
  7
115
  7
80
  9
44
  Exp.
Exp.
    230   60   -82   15   0.07   0.45
0.71
  18
105
  18
80
  9
19
  Exp.
Exp.
    320   31   -52   134   0.06   0.51
0.38
  50
95
  46
82
  19
35
  Exp.
Exp.
  100   75   -69   160   0.1   0.1
0.97
  37
75
  22
46
  16
35
  Exp.
Exp.
    210   60   -75   67   0.05   0.26
0.48
  9
95
  9
65
  9
25
  Exp.
Exp.
Sb   220   60   -60   165   0.1   0.32
0.37
  42
90
  43
90
  11
20
  Exp.
Exp.
    230   60   -75   135   0.03   0.35
0.42
  43
80
  30
55
  12
22
  Exp.
Exp.
    320   30   -30   90   0.03   0.07
0.74
  85
101
  25
65
  8
28
  Spherical
Spherical

 

Notes:

(1) Defined as positive rotation (right hand) of X around Z axis towards Y, rotation around newly created Z and Y axes around X, followed by rotation around newly created Z axis.

 

14.4.8 Block Model Parameters and Grade Estimation

 

The block model mineral resource estimate for Yellow Pine was developed with block dimensions of 12.19 x 12.19 x 6.096 m (40 x 40 x 20 ft) with coordinates defined in Table 14.25. Blocks were discretized into a 3 x 3 x 3 array of points during estimation.

 

Table 14.25:     Block Model Definition for Yellow Pine

 

  Dimension (m)     Origin (m)     Number of Blocks      
Deposit   X     Y     Z     X     Y     Z     X     Y     Z     Rotation  
Yellow Pine     12.192       12.192       6.096       630,686.096       4,795,346.096       2,295.152       151       161       152       0  
Notes:  Block centroid, NAD83 Zone 11N Datum

 

Density was estimated within grade shells in a single pass using inverse distance squared weighting with search ellipse orientations based on the gold variograms models. Un-estimated blocks were assigned the average density for the encompassing estimation domain or lithology solid.

 

The Yellow Pine mineral resource estimate was completed for gold, antimony and silver using the estimation domains and grade shells discussed above. Within the grade shells, blocks were estimated by ordinary Kriging using the capped 3 m composite file and the semi-variogram models discussed above. Grade shells were treated as hard boundaries and structural domains treated as soft boundaries for sample selection during estimation. Gold and antimony were estimated within and outside the grade shells, but only material within the shells is eligible for indicated classification. Table 14.26 summarizes the estimation parameters for Yellow Pine.

 

   M3-PN130029
8 Dec 2014
Revision R0 – Amended
 
 
 
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Prefeasibility Study Technical Report

 

Table 14.26:      Summary of Estimation Parameters for Yellow Pine

 

Au 1000 and 1100 Grade Shell
Domain       100   100   100   210   210   210   220   220   220   230   230   230   320   320   320  
Search Pass   1   2   3   1   2   3   1   2   3   1   2   3   1   2   3  
Gemcom   Around Z   68   68   68   62   62   62   40   40   40   -128   -128   -128   -135   -135   -135  
ZXZ   Around X   68   68   68   -62   -62   -62   -85   -85   -85   75   75   75   53   53   53  
Rotations   Around Z   -106   -106   -106   42   42   42   -95   -95   -95   -112   -112   -112   -105   -105   -105  
Search   x (m)   60   60   120   60   60   120   60   60   120   60   60   120   60   60   120  
Ellipse   y (m)   45   45   90   45   45   80   45   45   90   45   45   110   45   45   120  
Radius   z (m)   20   20   30   15   15   20   25   25   35   15   20   20   25   25   40  
High   x (m)   45   45   45   45   45   45               45   45   45              
Grade   y (m)   45   45   45   45   45   45               45   45   45              
Search   z (m)   20   20   20   15   15   15               15   15   15              
Limit   Limit Value   5   5   5   10   10   10               10   10   10              
No of   Min   4   6   4   4   6   4   4   6   4   4   6   4   4   6   4  
Samples   Max   16   16   16   16   16   16   16   16   16   16   16   16   16   16   16  
Max Samples   Per Hole   4   4   4   4   4   4   4   4   4   4   4   4   4   4   4  
No of Holes Required   1   2   1   1   2   1   1   2   1   1   2   1   1   2   1  
Search Type   Ellipsoidal   Octant   Ellipsoidal   Ellipsoidal   Octant   Ellipsoidal   Ellipsoidal   Octant   Ellipsoidal   Ellipsoidal   Octant   Ellipsoidal   Ellipsoidal   Octant   Ellipsoidal  
Method   OK   OK   OK   OK   OK   OK   OK   OK   OK   OK   OK   OK   OK   OK   OK  

  

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Ag 3000 Grade Shell
Domain       100   100   210   210   220   220   230   230   320   320  
Search Pass   1   2   1   2   1   2   1   2   1   2  

Gemcom

  Around Z   82   82   45   45   70   70   60   60   31   31  
ZXZ   Around X   83   83   -59   -59   -80   -80   -82   -82   -52   -52  
Rotations   Around Z   -105   -105   8   8   95   95   15   15   20   20  

Search

  x (m)   60   120   60   120   60   120   60   120   60   120  
Ellipse   y (m)   45   90   45   80   45   80   45   90   45   100  
Radius   z (m)   20   30   15   20   20   40   15   20   20   30  

High

  x (m)                   45   45                  
Grade   y (m)                   45   45                  
Search   z (m)                   15   15                  
Limit   Limit Value                   120.0   120.0                  
No of Samples   Min   6   4   6   4   6   4   6   4   6   4  
    Max   16   16   16   16   16   16   16   16   16   16  
Max Samples   Per Hole   4   4   4   4   4   4   4   4   4   4  
No of Holes Required   2   1   2   1   2   1   2   1   2   1  
Search Type   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal  
Method       OK   OK   OK   OK   OK   OK   OK   OK   OK   OK  

 

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Ag Within 1000 Au Grade Shell
Domain       100   100   210   210   220   220   230   230   320   320  
Search Pass       1   2   1   2   1   2   1   2   1   2  

Gemcom

  Around Z   82   82   45   45   70   70   60   60   31   31  
ZXZ   Around X   83   83   -59   -59   -80   -80   -82   -82   -52   -52  
Rotations   Around Z   -105   -105   8   8   95   95   15   15   20   20  

Search

  x (m)   60   120   60   120   60   120   60   120   60   120  
Ellipse   y (m)   45   90   45   80   45   80   45   90   45   100  
Radius   z (m)   20   30   15   20   20   40   15   20   20   30  

High

  x (m)                   45   45                  
Grade   y (m)                   45   45                  
Search   z (m)                   15   15                  
Limit   Limit Value                   120.0   120.0                  
No of   Min   6   4   6   4   6   4   6   4   6   4  
Samples   Max   16   16   16   16   16   16   16   16   16   16  
Max Samples   Per Hole   4   4   4   4   4   4   4   4   4   4  
No of Holes Required   2   1   2   1   2   1   2   1   2   1  
Search Type   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal  
Method   OK   OK   OK   OK   OK   OK   OK   OK   OK   OK  

 

   M3-PN130029
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Revision R0 – Amended
 
 
 
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Sb 2000 Grade Shell
Domain       100   100   210   210   220   220   230   230   320   320  
Search Pass       1   2   1   2   1   2   1   2   1   2  
Gemcom   Around Z   75   75   60   60   60   60   60   60   30   30  
ZXZ   Around X   -69   -69   -75   -75   -60   -60   -75   -75   -30   -30  
Rotations   Around Z   160   160   67   67   165   165   135   135   90   90  
Search   x (m)   60   120   60   120   60   120   60   120   60   120  
Ellipse   y (m)   45   80   45   80   45   90   45   80   45   80  
Radius   z (m)   20   30   15   20   20   30   15   20   20   30  
High   x (m)           45   45                          
Grade   y (m)           45   45                          
Search   z (m)           15   15                          
Limit   Limit Value           6   6                          
No of   Min   6   4   6   4   6   4   6   4   6   4  
Samples   Max   16   16   16   16   16   16   16   16   16   16  
Max Samples   Per Hole   4   4   4   4   4   4   4   4   4   4  
No of Holes Required   2   1   2   1   2   1   2   1   2   1  
Search Type   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal  
Method       OK   OK   OK   OK   OK   OK   OK   OK   OK   OK  

 

   M3-PN130029
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Revision R0 – Amended
 
 
 
14-38
 

 

 

 

 

 
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Sb Within 1000 Au Grade Shell
Domain       100   100   210   210   220   220   230   230   320   320  
Search Pass       1   2   1   2   1   2   1   2   1   2  
Gemcom   Around Z   75   75   60   60   60   60   60   60   30   30  
ZXZ   Around X   -69   -69   -75   -75   -60   -60   -75   -75   -30   -30  
Rotations   Around Z   160   160   67   67   165   165   135   135   90   90  
Search   x (m)   60   120   60   120   60   120   60   120   60   120  
Ellipse   y (m)   45   80   45   80   45   90   45   80   45   80  
Radius   z (m)   20   30   15   20   20   30   15   20   20   30  
High   x (m)   25   25   25   25   25   25   25   25   25   25  
Grade   y (m)   25   25   25   25   25   25   25   25   25   25  
Search   z (m)   10   10   10   10   10   10   10   10   10   10  
Limit   Limit Value   0.1   0.1   0.1   0.1   0.1   0.1   0.1   0.1   0.1   0.1  
No of   Min   6   4   6   4   6   4   6   4   6   4  
Samples   Max   16   16   16   16   16   16   16   16   16   16  
Max Samples   Per Hole   4   4   4   4   4   4   4   4   4   4  
No of Holes Required   2   1   2   1   2   1   2   1   2   1  
Search Type   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal  
Method       OK   OK   OK   OK   OK   OK   OK   OK   OK   OK  

 

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        SG Ore (Within 1000 Au Grade Shell)   SG Waste (Outside the Au Grade Shell)   
Domain       100   210   220   230   320   100   210   220   230   320  
Search Pass       1   2   3   2   3   1   2   3   2   3  
Gemcom   Around Z   68   62   40   -128   -135   68   62   40   -128   -135  
ZXZ   Around X   68   -62   -85   75   53   68   -62   -85   75   53  
Rotations   Around Z   -106   42   -95   -112   -105   -106   42   -95   -112   -105  
Search   x (m)   120   120   120   120   120   120   120   120   120   120  
Ellipse   y (m)   120   120   120   120   120   120   120   120   120   120  
Radius   z (m)   50   50   50   50   50   50   50   50   50   50  
No of   Min   2   2   2   2   2   2   2   2   2   2  
Samples   Max   5   5   5   5   5   5   5   5   5   5  
Max Samples   Per Hole                                          
No of Holes Required   1   1   1   1   1   1   1   1   1   1  
Search Type   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal   Ellipsoidal  
Method       ID2   ID2   ID2   ID2   ID2   ID2   ID2   ID2   ID2   ID2  

 

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The gold estimation strategy was designed to limit the influence of historical underground holes drilled by Bradley, which show an apparent high bias presumably associated with their location in the highest-grade portions of the deposit, as discussed in Section 12. The first pass only estimated blocks within 12 m of Bradley underground drill holes using all composites. In the second pass, search ellipsoid radii were adjusted to represent half the variograms continuity and composite samples from the underground Bradley drill holes were removed from the sample set. The third pass was adjusted as needed to estimate any remaining blocks. Antimony was estimated with two passes of which the first pass search ellipsoid radii represent approximately half of the variogram range of continuity. The second pass was designed to estimate any remaining blocks. Only composite samples from the Midas Gold, Barrick Gold Corporation (Barrick), Ranchers and United States Bureau of Mines (USBM) drilling campaigns were used to estimate antimony; Bradley samples were excluded due to apparent high bias with respect to antimony grade, even though some of these holes were focused within the highest grades portions of the antimony mineralization.

 

14.4.9 Block Model Validation

 

The block model for Yellow Pine was validated by completing a series of graphical inspections, bias checks, sensitivity studies and comparison to prior estimates. Graphically, the model was validated by visually comparing the composites to estimated block grades on plan and section views. Local bias was assessed by comparing the average composite grade against the encompassing block for both gold and antimony and by comparison of the average declustered composite grade and nearest-neighbor estimate to the Kriged estimate on swath plots in the X, Y and Z directions (Figure 14.13, Figure 14.14, and Figure 14.15, respectively). The resultant histograms for gold composites vs. block grades compare well and indicate that the block values are similar to the composite datasets. The histograms for antimony have increased kurtosis indicating a degree of smoothing in the antimony estimate. Model sensitivities were run to assess the impact of historical data on the estimate. Exclusion of the pre-1953 drill hole data results in a 2.4% reduction in average gold grade and an approximate 4% reduction in contained gold at a 0.75 g/t Au cutoff grade, reported within a conceptual pit shell.

 

Figure 14.13:      East-West Validation Gold Swath Plot for Yellow Pine

 

 

 

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Figure 14.14:      North-South Gold Validation Swath Plot for Yellow Pine

 

 

 

Figure 14.15:      Elevation Validation Gold Swath Plot for Yellow Pine

 

 

 

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14.4.10 Yellow Pine Mineral Resource Classification

 

Confidence criteria used to guide mineral resource classification at Yellow Pine included search and composite selection, spatial distribution of samples and well-demonstrated support from “modern” drill data so that grades are not significantly biased by pre-1953 drill holes. This latter requirement ensures that the influence of historic data is partially diminished by the presence of “modern” data in the same area; “modern” data is defined as composites from the post-1980 Midas Gold, Ranchers and Barrick drilling campaigns. Blocks eligible for indicated classification were restricted to those within the gold grade shell and flagged using a separate classification search pass utilizing a 45 x 35 x 25 m search ellipse representing approximately 85% of the modeled variogram sill and requiring at least four samples from two drill holes occurring in at least three octants from “modern” drill data. Final classification was applied following manual smoothing of the results to encompass zones predominantly flagged as indicated. The antimony mineral resource estimates were not classified separately and are instead reported with the gold classification categories.

 

14.5 Historic Tailings

 

14.5.1 Mineral Resource Estimation Procedures

 

The Historic Tailings mineral resource estimate is based on the current drill hole database, geologic model of tailings, and LiDAR topographic data. The geologic modeling and estimation of mineral resources was completed using the commercial three-dimensional block modelling and mine planning software packages Geovia GEMSTM 6.6 and MicromineTM version 14; geostatistical analysis was completed using Isaaks & Co.’s SAGE2001TM software package.

 

14.5.2 Drill Hole Database

 

The drill hole database, supplied by Midas Gold as an Excel Workbook, contained collar locations surveyed in UTM grid coordinates, assay intervals with gold, antimony, and silver analyses by fire assay and/or cyanide soluble assay, geologic intervals with rock types and in situ density measurements. The database contained data for 73 separate drill holes representing a mixture of historic and modern drilling programs. Some drill holes were not assayed and only used for the establishment the upper and lower boundaries of the tailings and some drill holes did not intercept tailings material. Only Midas Gold drill holes were used in the mineral resource estimate and primarily consist of hollow-stem auger drill holes completed in 2013 with some sonic drill holes completed in 2012. Samples not intersecting tailings material were removed from the data set utilized for estimation.

 

For the Historic Tailings deposit, antimony and silver mineral resources were calculated in addition to gold. Table 14.27 illustrates that the metal values for gold, antimony, and silver in Midas Gold drill holes were consistently analyzed for all sample intervals throughout the dataset utilized for estimation.

 

Table 14.27:      Drill Hole Data used in the Historic Tailings Mineral Resource Estimate

 

Element   # Holes     # Assays     Meters  
Gold     41       540       339  
Antimony     41       540       339  
Silver     41       540       339  

 

Assays lengths for the auger drill holes were typically 0.61 m (2 ft) which comprises the bulk of the data set. Sonic drill holes present in the deposit were typically assayed on 3.05 m (10 ft) intervals. All drill holes are vertical and the average drill hole spacing is approximately 60 m oriented along a grid rotated to an azimuth of 23 degrees.

 

14.5.3 Geologic Modeling

 

The Historic Tailings were hydraulically deposited within the Meadow Creek Valley from the 1920s through the 1950s; the tailings were generated from the Bradley sulfide flotation milling operations. The tailings were later overlain by spent heap leach ore from the 1980s through the 1990s heap leach operations; this area is often referred to as the Spent Ore Disposal Area (SODA). The Historic Tailings deposit is up to 18 m thick, with an average thickness of 6 m; the overlying spent ore material is up to 23 m thick, with an average thickness of 11 m. Historic Tailings material was wire-framed based on drill hole intercepts, modern LiDAR and orthographic photos, and historic engineering drawings and airborne photos. The total volume of the Historic Tailings wireframe is 1,925,923 m3.

 

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Figure 14.16:      Isopach of the Historic Tailings Deposit

 

 

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14.5.4 Estimation Domain Modeling

 

The Historic Tailings solid serves as the only estimation domain utilized in the mineral resource estimate. Descriptive statistics for raw assays within the tailings solid are presented in Table 14.28. The drill holes were drilled on a quasi-regular grid and there is no evidence of data clustering in high- or low-grade areas. Higher-grade material shows northwest trends which shift location vertically, consistent with presumed deposition in tailings beaches during historical operations.

 

Table 14.28:      Raw Assay Statistics for the Historic Tailings

 

Statistic   Width (m)   Au   Sb   Ag
Count   540   540   540   540
Mean   0.63   1.191   0.173   3.08
Standard Deviation   0.27   0.527   0.117   2.70
Range   2.90   4.636   0.996   41.75
Minimum   0.15   0.054   0.0045   0.25
Lower Quartile   0.61   0.813   0.090   1.80
Median   0.61   1.088   0.169   2.80
Upper Quartile   0.61   1.395   0.237   3.80
Maximum   3.05   4.690   1.000   42.00
Coefficient of Variation   0.42   0.44   0.68   0.88
95% Percentile   0.61   2.211   0.360   5.81
98% Percentile   1.52   2.704   0.440   7.04
99% Percentile   1.83   2.960   0.473   7.50

 

14.5.5 Compositing

 

Samples were composited on intervals of 0.61 m and 1.52 m, of which the 0.61 m composites were determined to exhibit a more regular distribution of composite lengths and were selected for estimation. Gold, antimony and silver were composited downhole within the Historic Tailings solid. The composited data yields a histogram with a moderately skewed distribution and very few samples with a grade <0.6 g/t Au.

 

14.5.6 Evaluation of Outliers

 

To evaluate potential risk associated with use of high-grade statistical outliers, potential capping grades were assessed using log-probability plots and by analysis of contained metal in deciles and centiles, following the Parrish Method (Parrish, 1997). These results indicate no cap for gold, a cap of 0.6% for antimony and 10 g/t for silver. Descriptive statistics for capped composites are presented in Table 14.29. Note that compositing of the longer sample intervals to 0.61 m yielded more composites than raw assays.

 

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Table 14.29:      Historic Tailings Descriptive Statistics for Capped Composites

 

Statistic   Au (g/t)(1)   Sb_Cap (%)(1)   Ag_Cap (g/t)(1)
Count(1)   568   568   568
Mean   1.183   0.173   2.98
Standard Deviation   0.488   0.104   1.52
Minimum   0.34   0.0045   0.5
Median   1.089   0.167   2.8
Maximum   4.69   0.6   10
Coefficient of Variation   0.412   0.598   0.51
95% Percentile   2.127   0.34   5.8
98% Percentile   2.392   0.414   6.81
99% Percentile   2.701   0.458   7.33
             

Note:

(1)       Units apply to all statistics except “Count”.

 

14.5.7 Statistical Analysis and Spatial Correlation

 

Correlogram models were developed using the SAGE2001TM software package to guide the search ellipse and establish spatial correlation and sample weighting for the estimate. Correlograms demonstrate low nugget effect with effective ranges close to the drill hole spacing and confirm the northwest anisotropy and stratified nature of the deposit. The correlogram is summarized in Table 14.30.

 

Table 14.30:      Correlogram Models for the Historic Tailings

 

    Ellipse Axes Azimuth/Plunge(1)                 Ranges a1 (m)        
Metal   1st     2nd     3rd     Nugget C0     Sill C1     1st     2nd     3rd     Type  
Au     327/2       57/-2       106 /87     0.028       0.972       82       50       3       Exp  
Sb     336/1       66/-5       76 /85     0.02       0.98       133       41       5       Exp  
Ag     131/1       41/7     228 /83     0.001       0.999       142       63       6       Exp  

 

Note:
(1)       Negative plunge is downward.

 

14.5.8 Block Model Parameters and Grade Estimation

 

Due to the unconsolidated and stratiform nature of the tailings material, the block model is defined assuming selective mining methods with excellent grade control. Block dimensions are 15.24 x 15.24 x 1.524 m (50 x 50 x 5 ft) with location summarized in Table 14.31. Blocks located partially within the solid were assigned a percent value for reporting purposes.

 

Table 14.31:      Historic Tailings Block Model Definition

 

    Dimension (m)     Origin (m)     Number of Blocks        
Deposit   X     Y     Z     X     Y     Z     X     Y     Z     Rotation  
Historic Tailings     15.24       15.24       1.524       630,007       4,972,007       1,982       68       48       40       0  

 

Notes:  
Block centroid, NAD83 Zone 11N Datum

 

The Historic Tailings mineral resource was estimated using ordinary Kriging in a single pass using a search ellipse and sample weighting established by the correlogram models discussed above. Samples were limited to a maximum of 3 per drill hole, increasing the influence of samples from neighboring drill holes. Search ellipse and sample selection parameters are summarized in Table 14.32. Density was estimated from 35 Shelby tube samples of the tailings material; the average dry density of the deposit was calculated to be 1.504 g/cm3.

 

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Table 14.32:      Summary of Estimation Parameters for the Historic Tailings

 

Description   Au   Sb   Ag
Method   OK   OK   OK
Principal Axis Azimuth / Plunge   325/0   330/0   310/0
Intermediate Axis Azimuth / Plunge   055/0   60/0   40/0
Minor Axis Azimuth / Plunge   0/-90   0/-90   0/-90
Principle Axis Search Distance (m)   175   220   200
Major / Intermediate / Minor Axis   1 / 0.66 / 0.1   1 / 0.5 / 0.1   1 / 0.5 / 0.1
Search Type   Open   Open   Open
Composite Restrictions   Hard   Hard   Hard
Maximum Composites / Sector   N/A   N/A   N/A
Minimum Composites   1   2   3
Minimum # Holes   N/A   N/A   N/A
Maximum Composites / Hole   3   3   3
Maximum Composites   12   12   12

 

14.5.9 Block Model Validation

 

The block model for the Historic Tailings was validated by completing a series of graphical inspections, bias checks and reconciliation with historic production records. The block estimates and block percentages were reviewed visually relative to the composite grades and the tailings wireframe. Global bias was assessed by comparison of the Kriged estimate to the nearest neighbor estimate and showed a 3.5% variance. Local bias was assessed by way of a swath plot in the Z direction. Relative to the nearest neighbor estimate, the Kriged estimate displays local low bias on upper level benches, proximal to very high-grade composites in three different drill holes. The results of the Kriged model are generally consistent with estimates of metals reporting to the tailings calculated as the difference between historical mill-feed grade and recovered metal from historical Bradley Mining Company production records.

 

14.5.10 Historic Tailings Mineral Resource Classification

 

Confidence criteria used to guide the mineral resource classification includes Kriging variance and anisotropic minimum distance to the nearest composite. Final classification was assigned by digitizing contours around blocks with Kriging variance >0.66 and minimum distance >60 m for the gold estimate, to define areas of inferred classification. The inferred blocks are primarily located on the southern and western margins of the tailings solid where drill data is sparse.

 

14.6 Economic Criteria and Pit Optimizations

 

CIM defines mineral resources as having “reasonable prospects for eventual economic extraction” requiring that mineralization meet certain grade and material volume thresholds sufficient for eventual economic extraction under reasonable production and recovery scenarios at reasonable cutoff grades. Prospects for eventual economic extraction were assessed using an open-pit optimization Lerchs-Grossman algorithm in MineSight® Version 9.00 software. Input parameters were developed from preliminary cost estimates and metallurgical recoveries from preliminary engineering studies, as show in Table 14.33.

 

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Table 14.33:      Pit Optimization Parameters by Deposit

 

Input Parameters   Units   Yellow
Pine
  Hangar
Flats
  West
End
  Historic
Tailings
  Notes
Mining Cost – Mineral Resource   $/t mined   1.75   1.75   1.75   1.75   Includes mining G&A
Mining Cost - Waste   $/t mined   1.90   1.50   1.75   0.50   Includes mining G&A
Oxide Processing Cost   $/t mined   N/A   N/A   9.00   N/A   Excludes G&A costs
Oxide Au Recovery   %   N/A   N/A   84 * AuCN/
AuFA+8.52
  N/A   Formula based on PFS level
metallurgical test results
Oxide / Sulfide Boundary   CN Au : FA Au   N/A   N/A   0.70   N/A    
Sulfide Processing Cost   $/t milled   16.50   16.50   16.50   16.50   Excludes G&A costs
Sulfide Au Recovery   %   93.0   92.0   88.0   80.0    
Dore Transport Cost   $/oz Au   1.15   1.15   1.15   1.15    
Dore Refining Cost   $/oz Au   1.00   1.00   1.00   1.00    
G & A + Rehabilitation Cost   $/t milled   3.50   3.50   3.50   3.50    
Pit Slopes   degrees   48   48   48   N/A    
Au Payability   %   99.5   99.5   99.5   99.5    
Au Selling Price - Initial Case(1)   $/oz   1,400   1,400   1,400   1,400    
Mining Dilution   %   0   0   0   0    
Mining Recovery   %   100   100   100   100    

 

Note:

(1)       See Section 14.7 for comments on effective metal price used; while the mineral resource estimates were estimated using a $1,400/oz gold price, they are reported at higher cutoffs than these parameters generated, which equates to assuming a lower gold price.

 

Assumptions used to derive the cutoff grades and define the resource-limiting pits were estimated in order to meet the NI43-101 requirement for mineral resource estimates to demonstrate “reasonable prospects for eventual economic extraction” and vary from those used to limit the mineral reserves reported herein.

 

Because of the flat and shallow geometry of the Historic Tailings deposit, and due to potential use of the overlying material in conceptual construction scenarios, economic criteria were not assessed using a pit optimization. Instead, cost estimates for removing the overlying SODA material were compared to potential revenue from processing the tailings material and were shown to be positive.

 

14.7 Mineral Resource Statements

 

Mineral resources presented herein comply with guidelines of the Canadian Securities Administrators’ National Instrument 43-101 and conform to CIM Definitions and Standards for Mineral Resources and Mineral Reserves (CIM, 2014). The mineral resources reported in Table 14.34 to Table 14.39, inclusively, are contained entirely within conceptual pit shells developed from the parameters discussed above. Based on these parameters, cutoff grades for Hangar Flats, West End and Yellow Pine were calculated at based on a $1,400/oz gold selling price, which resulted in an open pit sulfide cutoff grade, excluding adjustments, of approximately 0.55 g/t Au and an open pit oxide cutoff grade, excluding adjustments, of approximately 0.35 g/t Au. However, Midas Gold elected to report its base case mineral resource estimate using a 0.75 g/t Au sulfide cutoff grade and 0.45 g/t Au oxide cutoff grade which is equivalent to utilizing the cost assumptions stated in Table 14.33 and a gold selling price of approximately $1,000/oz for sulfide material and $1,100/oz for oxide material. Only mineral resources above these cutoffs and within the mineral resource-limiting pits are reported and, as such, mineralization falling below this cutoff grade or outside the mineral resource-limiting pit is not reported, irrespective of the grade. Sensitivity to cutoff grade is reported in Table 14.40, Figure 14.17, Figure 14.18, Figure 14.19, Figure 14.20, and Figure 14.21.

 

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The Yellow Pine and Hangar Flats deposits contain zones with substantially elevated antimony-silver mineralization, defined as containing greater than 0.1% antimony, relative to the overall mineral resource. The existing Historic Tailings mineral resource also contains elevated concentrations of antimony. These higher-grade antimony zones are reported separately in Table 14.34 below to illustrate the potential for antimony production from the Project and are contained within the overall mineral resource estimates reported herein. Antimony zones are reported only if they lie within gold mineral resource estimates.

 

Table 14.34:      Consolidated Mineral Resource Statement for the Stibnite Gold Project

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated
Hangar Flats     21,389       1.60       1,103       4.30       2,960       0.11       54,180  
West End     35,974       1.30       1,501       1.35       1,567       0.008       6,563  
Yellow Pine     44,559       1.93       2,762       2.89       4,133       0.09       84,777  
Historic Tailings     2,583       1.19       99       2.95       245       0.17       9,648  
Total Indicated     104,506       1.63       5,464       2.65       8,904       0.07       155,169  
Inferred
Hangar Flats     7,451       1.52       363       4.61       1,105       0.11       18,727  
West End     8,546       1.15       317       0.68       187       0.006       1,083  
Yellow Pine     9,031       1.31       380       1.50       437       0.03       5,535  
Historic Tailings     140       1.23       6       2.88       13       0.18       563  
Total Inferred     25,168       1.32       1,066       2.15       1,743       0.05       25,908  

 

Notes:

(1) All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) definitions, as required under National Instrument 43-101 (“NI43-101”).
(2) Mineral Resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.
(3) Open pit sulfide Mineral Resources are reported at a cutoff grade of 0.75 g/t Au and open pit oxide Mineral Resources are reported at a cutoff grade of 0.45 g/t Au.

 

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Table 14.35:        Antimony Sub-Domains Consolidated Mineral Resource Statement

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated
Hangar Flats     3,901       2.06       258       7.23       907       0.59       50,729  
Yellow Pine     6,080       2.27       443       6.99       1,367       0.58       77,841  
Historic Tailings     2,583       1.19       99       2.95       245       0.17       9,648  
Total Indicated     12,564       1.98       800       6.23       2,518       0.50       138,218  
Inferred
Hangar Flats     1,186       1.94       74       8.05       307       0.68       17,844  
Yellow Pine     409       1.36       18       4.86       64       0.50       4,552  
Historic Tailings     140       1.23       6       2.88       13       0.18       563  
Total Inferred     1,735       1.74       97       6.88       384       0.60       22,959  

 

Notes:

(1) Antimony mineral resources are reported as a subset of the total mineral resource within the conceptual pit shells used to constrain the total mineral resource in order to demonstrate potential for economic viability, as required under NI43-101; mineralization outside of these pit shells is not reported as a mineral resource. Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate.

(2) Open pit antimony sulfide mineral resources are reported at a cutoff grade 0.1% antimony within the overall 0.75 g/t Au cutoff.

 

Table 14.36:        Hangar Flats Mineral Resource Statement Open Pit Sulfide at a 0.75 g/t Au Cutoff

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated     21,389       1.60       1,103       4.30       2,960       0.11       54,180  
Inferred     7,451       1.52       363       4.61       1,105       0.11       18,727  

 

Notes:

(1) Mineral resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate.

(2) Open pit sulfide mineral resources are reported at a cutoff grade of 0.75 g/t Au. The mineral resources were estimated based on the open pit optimization parameters listed in Table 14.33 and a gold selling price of US$1,400/oz, which resulted in an open pit sulfide cutoff grade of approximately 0.55 g/t Au. The 0.75 g/t Au sulfide cutoff grade is equivalent to utilizing the cost assumptions stated in Table 14.33 and a gold selling price of approximately $1,000/oz.

 

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Table 14.37:        West End Mineral Resource Statement Open Pit Oxide + Sulfide

 

Classification and
Material Type
  Cutoff
Grade
(g/t Au)
    Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated Oxide     0.45       8,448       0.80       216       1.22       332       0.010       1,769  
Indicated Sulfide     0.75       27,526       1.45       1,285       1.40       1,235       0.008       4,794  
Total Indicated             35,974       1.30       1,501       1.35       1,567       0.008       6,563  
Inferred Oxide     0.45       2,057       0.76       50       0.40       27       0.004       168  
Inferred Sulfide     0.75       6,489       1.28       267       0.77       161       0.006       916  
Total Inferred             8,546       1.15       317       0.68       187       0.006       1,083  

 

Notes:

(1) Mineral resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate.

(2) Open pit sulfide mineral resources are reported at a cutoff grade of 0.75 g/t Au and open pit oxide mineral resources are reported at a cutoff grade of 0.45 g/t Au. The mineral resources were estimated based on the open pit optimization parameters listed in Table 14.33 and a gold selling price of US$1,400/oz, which resulted in an open pit sulfide cutoff grade of approximately 0.55 g/t Au and an open pit oxide cutoff grade of approximately 0.35 g/t Au. The 0.75 g/t Au sulfide cutoff grade and 0.45 g/t Au oxide cutoff grade are equivalent to utilizing the cost assumptions stated in Table 14.33 and a gold selling price of approximately $1,000/oz for sulfides and $1,100/oz for oxides.

 

Table 14.38:        Yellow Pine Mineral Resource Statement Open Pit Sulfide at a 0.75 g/t Au Cutoff

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated     44,559       1.93       2,762       2.89       4,133       0.09       84,777  
Inferred     9,031       1.31       380       1.50       437       0.03       5,535  

 

Notes:

(1) Mineral resources are reported in relation to a conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate.

(2) Open pit sulfide mineral resources are reported at a cutoff grade of 0.75 g/t Au. The mineral resources were estimated based on the open pit optimization parameters listed in Table 14.33 and a gold selling price of US$1,400/oz, which resulted in an open pit sulfide cutoff grade of approximately 0.55 g/t Au. The 0.75 g/t Au sulfide cutoff grade is equivalent to utilizing the cost assumptions stated in Table 14.33 and a gold selling price of approximately $1,000/oz.

 

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Table 14.39:        Historic Tailings Mineral Resource Statement Open Pit Sulfide at a 0.75 g/t Au Cutoff

 

Classification   Tonnage
(kt)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Silver
Grade
(g/t)
    Contained
Silver
(koz)
    Antimony
Grade
(%)
    Contained
Antimony
(klbs)
 
Indicated     2,583       1.19       99       2.95       245       0.17       9,648  
Inferred     140       1.23       6       2.88       13       0.18       563  

 

Notes:

(1) Mineral resources are reported in total above cutoff since all the spent heap leach ore stacked on top of the tailings would be removed for construction purposes and the tailings full exposed. 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. All figures are rounded to reflect the relative accuracy of the estimate.

(2) Open pit sulfide mineral resources are reported at a cutoff grade of 0.75 g/t Au. The mineral resources were estimated based on the open pit optimization parameters listed in Table 14.33 and a gold selling price of US$1,400/oz, which resulted in an open pit sulfide cutoff grade of approximately 0.55 g/t Au. The 0.75 g/t Au sulfide cutoff grade is equivalent to utilizing the cost assumptions stated in Table 14.33 and a gold selling price of approximately $1,000/oz.

 

14.8 Grade Sensitivity Analysis

 

The mineral resources are sensitive to the gold cutoff grade used for reporting. To demonstrate this, the mineral resources are reported at different cutoff grades within the base-case conceptual mineral resource-limiting pit shells (Table 14.40) and are presented graphically on grade-tonnage curves (Figure 14.17, Figure 14.18, Figure 14.19, Figure 14.20, and Figure 14.21). It should be noted that this information does not constitute a Mineral Resource Statement and is presented only to demonstrate sensitivity of the deposits to cutoff grade selection.

 

Table 14.40:        Combined Sensitivity to Cutoff Grade

 

Sulfide     Oxide     Yellow Pine
(sulfide)
    Hangar Flats
(sulfide)
    West End
(oxide + sulfide)
    Historic Tailings
(sulfide)
    Total
(oxide + sulfide)
 
Cutoff
Grade
(g/t Au)
    Cutoff
Grade
(g/t Au)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
    Gold
Grade
(g/t)
    Contained
Gold
(koz)
 
Indicated
  0.60       0.30       1.80       2,875       1.44       1,199       1.10       1,717       1.16       102       1.44       5,892  
  0.65       0.35       1.84       2,838       1.50       1,166       1.16       1,645       1.17       102       1.51       5,750  
  0.70       0.40       1.89       2,799       1.55       1,133       1.23       1,573       1.17       101       1.57       5,606  
  0.75       0.45       1.93       2,762       1.60       1,103       1.30       1,501       1.19       99       1.63       5,464  
  0.80       0.50       1.97       2,724       1.66       1,071       1.36       1,438       1.21       96       1.68       5,329  
  0.85       0.55       2.01       2,684       1.71       1,040       1.42       1,375       1.24       92       1.74       5,191  
  0.90       0.60       2.05       2,643       1.76       1,011       1.48       1,313       1.26       89       1.79       5,056  
Inferred
  0.60       0.30       1.16       438       1.35       404       1.00       368       1.21       6       1.16       1,215  
  0.65       0.35       1.21       421       1.40       391       1.06       351       1.21       6       1.21       1,169  
  0.70       0.40       1.26       401       1.46       376       1.10       335       1.22       6       1.26       1,117  
  0.75       0.45       1.31       380       1.52       363       1.15       317       1.23       6       1.32       1,066  
  0.80       0.50       1.36       360       1.57       350       1.20       300       1.27       5       1.37       1,016  
  0.85       0.55       1.41       343       1.63       336       1.23       288       1.30       5       1.42       972  
  0.90       0.60       1.45       326       1.68       325       1.28       271       1.31       5       1.46       927  

 

Notes:

(1) Mineral resources are reported in relation to the base-case conceptual pit shell in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate.

 

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Figure 14.17:        Hangar Flats Sulfide Grade versus Tonnage Curves

 

 

 

 

 

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Figure 14.18:        West End Oxide Grade versus Tonnage Curves

 

 

 

 

 

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Figure 14.19:        West End Sulfide Grade versus Tonnage Curves

 

 

 

 

 

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Figure 14.20:        Yellow Pine Sulfide Grade versus Tonnage Curves

 

 

 

 

 

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Figure 14.21:        Historic Tailings Sulfide Grade versus Tonnage Curves

 

 

 

 

 

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14.9 Comparison of the 2012 Mineral Resource Estimate to the Current Estimate

 

The mineral resource estimates discussed herein incorporate the results of more than 45,000 m of new drilling completed since the cutoff date for the 2012 PEA. The drilling was focused within the Yellow Pine deposit and within a smaller conceptual pit shell at Hangar Flats. Relative to the 2012 PEA, indicated mineral resources for gold increased by 52% in Yellow Pine, 18% at Hangar Flats and remained approximately the same at the West End deposit, where only minimal drilling was completed, as shown in Table 14.41. In addition, the indicated mineral resources for antimony increased by 32% at Yellow Pine and by 22% at Hangar Flats. The West End mineral resource was expanded by drilling, but this increase was largely offset by mineral resource reductions associated with more conservative modeling parameters.

 

Table 14.41:     Percentage Change of the 2012 Mineral Resource Estimate to the Current Estimate

 

    Yellow Pine     Hangar Flats     West End     Historic Tailings     Total  
Category   (sulfide)     (sulfide)     (oxide + sulfide)     (sulfide)     (oxide + sulfide)  
Indicated
Tonnes     65 %     24 %     6 %     100 %(5)     34 %
Gold Grade     -8 %     -5 %     -4 %     100 %(5)     -3 %
Silver Grade     325 %(6)     228 %(6)     100 %(4)     100 %(5)     407 %(6)
Antimony Grade     -18 %     -8 %     100 %(4)     100 %(5)     5 %
Contained Gold     52 %     18 %     1 %     100 %(5)     29 %
Contained Silver     604 %(6)     308 %(6)     100 %(4)     100 %(5)     579 %(6)
Contained Antimony     32 %     23 %     100 %(4)     100 %(5)     43 %
Inferred
Tonnes     -72 %     -11 %     -44 %     100 %(5)     -55 %
Gold Grade     -27 %     5 %     -7 %     100 %(5)     -18 %
Silver Grade     -1 %     5407 %(6)     100 %(4)     100 %(5)     141 %
Antimony Grade     -77 %     491 %     100 %(4)     100 %(5)     -40 %
Contained Gold     -80 %     -8 %     -48 %     100 %(5)     -63 %
Contained Silver     -72 %     4923 %(6)     100 %(4)     100 %(5)     8 %
Contained Antimony     -94 %     503 %     100 %(4)     100 %(5)     -72 %

 

Notes:

(1) Mineral resources are reported in relation to conceptual pit shells in order to demonstrate potential for economic viability, as required under NI43-101; mineralization lying outside of these 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. All figures are rounded to reflect the relative accuracy of the estimate.
(2) 2014 Open pit sulfide mineral resources are reported at a cutoff grade of 0.75 g/t Au and open pit oxide mineral resources are reported at a cutoff grade of 0.45 g/t Au. The mineral resources were initially estimated based on the open pit optimization parameters listed in Table 14.33 and a gold selling price of US$1,400/oz, which resulted in an open pit sulfide cutoff grade of approximately 0.55 g/t Au and an open pit oxide cutoff grade approximately 0.35 g/t Au. The 0.75 g/t Au sulfide cutoff grade and 0.45 g/t Au oxide cutoff grade are equivalent to utilizing the cost assumptions stated in Table 14.33 and a gold selling price of approximately $1,000/oz for sulfides and $1,100/oz for oxides.
(3) 2012 Open pit sulfide mineral resources are reported at a cutoff grade of 0.75 g/t Au and open pit oxide mineral resources are reported at a cutoff grade of 0.42 g/t Au. 2012 mineral resources are reported in relation to the 2012 conceptual pit shells. The cutoff grades and pit shells are based on the open pit optimization parameters discussed in the 2012 PEA (SRK, 2012).
(4) Silver and antimony mineral resources at West End were not estimated in 2012 but have been assigned an arbitrary 100% increase.
(5) The Historic Tailings mineral resources were not previously estimated but have been assigned an arbitrary 100% increase.
(6) The 2012 Yellow Pine and Hangar Flats mineral resource estimates were developed using silver grade shells whereas the 2014 mineral resource estimates were not developed with silver grade shells; the 2014 mineral resource estimation methodology resulted in significant increases in both silver grade and contained silver for the deposits.

 

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Reductions in the mineral resources occurred primarily where the 2012 PEA estimates allowed extrapolation of grade at depth and around the periphery of the deposits based on the sparse drill data available at the time. Better structural constraints and additional drill hole information incorporated into the updated models now provide for a more conservative estimate, with better controls on gold mineralization. Figure 14.22 through Figure 14.30 depict regions where the new drilling has increased indicated mineral resources within each deposit. The substantial reduction in inferred antimony resources at Yellow Pine relative to the PEA resulted primarily from exclusion of BMC drill holes in the antimony estimate and from use of smaller antimony shells which were constructed using only the higher confidence USBM and post-1973 drill hole data. Numerous BMC underground drill holes located outside of the 2014 antimony shells purportedly intercepted significant antimony mineralization and formed the basis for the majority of inferred antimony resources in 2012. Confirmation drilling completed in 2013 failed to confirm significant antimony mineralization in these areas, suggesting that some antimony mineralization drilled historically from underground may occur in relatively narrow but substantially higher grade zones that would require close-spaced, detailed drilling in order to evaluate the potential for additional antimony mineral resources in these areas.

 

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Figure 14.22:     Plan Map of Hangar Flats Showing 2012 and 2014 Mineral Resource Classification

 

 

 

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Figure 14.23:      Long Section of Hangar Flats Showing 2012 and 2014 Mineral Resource Classification

 

 

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Figure 14.24:      Cross Section of Hangar Flats Showing 2012 and 2014 Mineral Resource Classification

 

 

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Figure 14.25:      Inclined Plan Map of West End Showing 2012 and 2014 Mineral Resource Classification

 

 

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Figure 14.26:      Long Section of West End Showing 2012 and 2014 Mineral Resource Classification

 

 

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Figure 14.27:      Cross Section of West End Showing 2012 and 2014 Mineral Resource Classification

 

 

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Figure 14.28:      Plan Map of Yellow Pine Showing 2012 and 2014 Mineral Resource Classification

 

 

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Figure 14.29:      Long Section of Yellow Pine Showing 2012 and 2014 Mineral Resource Classification

 

 

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Figure 14.30:      Cross Section of Yellow Pine Showing 2012 and 2014 Mineral Resource Classification

 

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SECTION 15 TABLE OF CONTENTS

 

SECTION   PAGE

 

15 MINERAL RESERVE ESTIMATES 15-1

 

15.1 Introduction 15-1

 

15.2 Floating Cones 15-1

 

15.3 Guidance Cone Selection at Yellow Pine 15-4

 

15.4 Guidance Cone Selection at Hangar Flats and West End 15-6

 

15.5 Guidance Cones and Ultimate Pit Designs 15-7

 

15.6 Historic Tailings 15-12

 

15.7 Prefeasibility Updated Costs and Recoveries 15-12

 

15.8 Mineral Reserve Estimate 15-13

 

SECTION 15 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 15.1 Process Plant Recoveries for Floating Cones 15-2
     
Table 15.2 Payables and Transport Costs for Floating Cones 15-2
     
Table 15.3 Process Plant and G&A Costs for Floating Cones 15-2
     
Table 15.4 Other Open Pit Optimization Parameters 15-3
     
Table 15.5: Yellow Pine Comparison of Increasing Cone Sizes for Constant $1,200/oz Gold Price 15-5
     
Table 15.6 Hangar Flats and West End Mine Schedule Inputs 15-7
     
Table 15.7 Design Parameters for Mine Pits 15-8
     
Table 15.8 PFS Processing and G&A Costs by Mineral Resource Type 15-12
     
Table 15.9 PFS Logic for Calculating Block Net of Process Values 15-13
     
Table 15.10: Stibnite Gold Project Probable Mineral Reserves Summary 15-14

 

SECTION 15 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE

 

Figure 15.1 Yellow Pine Comparison of Various Cone Sizes at $1200/oz Au 15-6
     
Figure 15.2 Hangar Flats Comparison of Various Cone Sizes at $1,200/oz Gold 15-6
     
Figure 15.3 West End Comparison of Various Cone Sizes at $1,200/oz Gold 15-7
     
Figure 15.4 Yellow Pine Cone Floated at $800/oz Gold Price 15-9
     
Figure 15.5 Yellow Pine Ultimate Pit 15-9

 

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Figure 15.6 Hangar Flats Cone Floated at $1,100/oz Gold Price 15-10
     
Figure 15.7 Hangar Flats Ultimate Pit 15-10
     
Figure 15.8 West End Cone Floated at $1,100/oz Gold Price 15-11
     
Figure 15.9 West End Ultimate Pit 15-11
     
Figure 15.10: YP Mineral Reserves and Mineralized Material in Plan, Section, and 3D Perspective Views 15-15
     
Figure 15.11: HF Mineral Reserves and Mineralized Material in Plan, Section, and 3D Perspective Views 15-16
     
Figure 15.12: WE Mineral Reserves and Mineralized Material in Plan, Section, and 3D Perspective Views 15-17

 

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15 MINERAL RESERVE ESTIMATES

 

15.1 Introduction

 

This section describes the Mineral Reserve estimation methodology, summarizes the key assumptions used, and presents the Mineral Reserve estimates for the Project. The qualified person (QP) for the estimation of the Mineral Reserve was John M. Marek, P.E. of Independent Mining Consultants, Inc. The Mineral Reserve estimates reported herein are a reasonable representation of the Mineral Reserves within the Project at the current level of analysis. The Mineral Reserves were estimated in conformity with generally accepted Canadian Institute of Mining and Metallurgy (CIM) “Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines” and are reported in accordance with the Canadian Securities Administrators’ NI 43-101. Mr. Marek has reviewed the risks, opportunities, conclusions and recommendations summarized in Sections 25 and 26, and he is not aware of any unique conditions that would put the Stibnite Gold Mineral Reserve at a higher level of risk than any other North American developing projects.

 

The Mineral Reserve is the total of all Probable category material (there is no material in the Proven category) that is planned for production. The mine plan that is presented in Section 16 details the production of that Mineral Reserve. No low-grade stockpiles were considered in the mine plan for a lack of an acceptable location; therefore, the Mineral Reserve is established by tabulating the Indicated Mineral Resources that are planned for processing in each year which equates to the Probable Mineral Reserve. The final pit design and internal phase designs that contain the Mineral Reserve were guided by the results of the floating cone algorithm.

 

15.2 Floating Cones

 

The floating cone algorithm is a tool for phase design guidance. The algorithm applies approximate costs and recoveries along with approximate open pit slope angles to establish theoretical economic breakeven pit wall orientations.

 

Economic input applied to the cone algorithm is necessarily preliminary as it is one of the first steps in the development of the mine plan. The cone geometries should be considered as approximate as they do not assure access or working room. The important result of the cones is the relative change in geometry between cones of increasing metal prices. Lower metal prices result in smaller pits containing materials with higher margins, which provide guidance to the design of the initial phase designs. The change in pit geometry as metal prices are increased indicates the best directions for the succeeding phase expansions to the ultimate open pit.

 

Cones were floated for the Yellow Pine (YP), Hangar Flats (HF) and West End (WE) deposits using gold prices ranging from $200 to $1,500 per ounce. The costs and recoveries used for input were based on the PEA results and are provided in Table 15.1 through Table 15.4, inclusively. Net of Process Revenue (NPR), defined as Net Smelter Return (NSR) less process plant operating expenditures (OPEX) and general and administrative costs (G&A), was calculated on a block-by-block basis in dollars per ton of ore ($/st ore) to indicate the value of a block.

 

NPR = NSR – Process Plant OPEX – Site G&A

 

Designing with NPR was chosen because Stibnite Gold Project Mineral Resources are poly-metallic with separate process streams that have distinct differences in processing costs. It was necessary to account for processing costs in order to determine the appropriate ore type category of a block. Mining costs are not included in the calculation of NPR because the mining cost will be essentially the same for an ore block regardless of the process designation.

 

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Table 15.1     Process Plant Recoveries for Floating Cones

 

Process Metal YP HF WE
Oxide
Recovery
Gold 80% 80% CN:FA x 100%
Silver 80% 80% 80%
Sulfide
Flotation
Recovery
Gold High Sb 88% 89% N/A
Gold Low Sb 93% 92% (1.7366 x CN:FA3 - 2.5676 x CN:FA2 - 0.0858 x CN:FA + 0.9231) x 100%
Silver High Sb 68% 68% N/A
Silver Low Sb 85% 80% N/A
Transition Recovery Gold N/A N/A 92%
Silver N/A N/A 80%
POX
Recovery
Gold 98% 98% 98%
Silver 7% 7% 7%
Recovery to
Antimony
Concentrate
Gold 1.5% 1.5% 1.5%
Silver 12% 12% 12%
Antimony 80% 80% 80%
Antimony
Con Grades
Antimony 50% 50% 50%
Moisture 10% 10% 10%
Note:  CN:FA is the ratio of cyanide soluble gold / fire assay gold.

 

Table 15.2     Payables and Transport Costs for Floating Cones

 

Off Site Costs and Payables Item Unit Value
Payables for Dore Gold % 99.0
Silver % 95.0
Dore Ref/Transport Cost Gold $/paid oz 8.00
Silver $/paid oz 0.50
Smelter Payables for
Antimony Concentrate
Gold (if Au concentrate grade > 0.292 oz/st) % 60
Silver (if Ag concentrate grade > 2.92 oz/st) % 30
Antimony % 65
TC/RC Costs for
Antimony Concentrate
  $/wet st 141.52
  $/dry st 155.67

 

Table 15.3     Process Plant and G&A Costs for Floating Cones

 

Mineral Resource Type Process Plant and G&A Costs
Oxide $11.68/st ore
High Antimony Sulfide $16.93/st ore
Low Antimony Sulfide $18.43/st ore
Low Antimony Transition $21.70/st ore

 

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Table 15.4     Other Open Pit Optimization Parameters

 

Item Parameter Value
Royalties

Dore Produced Onsite and

Concentrate Shipped Offsite

1.7% Net of Smelter on Gold
Mining Costs All Pits $1.73 / st of material
Bench Discounting

Yellow Pine

Hangar Flats

West End

0.8% / bench

1.1% / bench

1.1% / bench

Open Pit Slope Angles Variable by open pit sector Variable based on recommendations from Strata, A Professional Services Corporation (Strata, 2014); flattened to account for haul roads.

 

Bench discounting was considered in the development of the floating cones as a way to incorporate the time value of money into the pit optimization algorithm. Using the estimated vertical mining rate, an annual discounting rate can be approximated with bench discounting. For example, Yellow Pine had an estimated 12 benches per year mining rate based on a preliminary schedule. Assuming a 10% discount rate per year, each bench is discounted by 0.8% (10% / 12 benches) starting from the pit crest. Since waste rock is stripped ahead of ore to assure ore release, the time value of delayed ore can be compared against the preceding cost of waste stripping. The bench discounting rates are provided in Table 15.4.

 

Cones were generated by allowing only Indicated Mineral Resource blocks (there are no Measured Mineral Resources) to contribute positive economic value. Confidence classification was based on gold-only estimation. Although the NPR values calculated for each block included value for silver and antimony, if a block was uneconomical based on gold content alone, it was treated as waste. This prevented blocks from contributing positive economics because of their additional silver and antimony content, ensuring that silver and antimony are treated as true byproducts.

 

Within the floating cones, blocks were categorized by the process that generated the greatest NPR value. If processing a block produced a negative NPR value, the block was considered waste. The block categorization bins by ore deposit used for floating cones are explained below:

 

Yellow Pine and Hangar Flats blocks were designated as follows:

 

· High Antimony Sulfide Ore: An antimony concentrate would be produced followed by a gold bearing sulfide concentrate. The sulfide concentrate would be processed onsite through pressure oxidation and cyanide leaching.

or

· Low Antimony Sulfide Ore: Only a gold bearing sulfide concentrate would be produced. The sulfide concentrate would be processed onsite through pressure oxidation and cyanide leaching.

or

· Waste Rock

 

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West End Blocks were designated as follows:

 

· Low Antimony Sulfide Ore: A gold bearing sulfide concentrate would be produced. The sulfide concentrate would be processed onsite through pressure oxidation and cyanide leaching.

or

· Oxide Ore: Gold would be recovered through whole ore cyanide leaching

or

· Transition Ore: A Gold bearing sulfide concentrate would be produced. The sulfide concentrate would be processed onsite through pressure oxidation and cyanide leaching. Additional gold would be recovered through cyanide leaching of the tails.

or

· Waste Rock

 

15.3 Guidance Cone Selection at Yellow Pine

 

A range of cone geometries were developed for the Yellow Pine deposit by varying the gold price between $200/oz. and $1,500/oz. Costs were held constant in each case and a floating cone pit geometry was established at each assumed metal price. Floating cones establish the pit wall location on a breakeven economic basis. The cones thus derived were then evaluated at a $1,200/oz gold price without changing the size of the cone. The purpose of this work was to see if there was a point of diminishing returns as the cone size increased where little value is added by increasing the pit size. This happens at the $800/oz Au cone; therefore, the final pit of Yellow Pine was designed to contain the ore within the $800/oz Au cone. The additional value contained within the pits that were generated at metal prices above $800/oz was incrementally marginal compared to the $800/oz geometry. The benefit of mining a larger pit would become more marginal or even negative once the mine schedule is completed and the value of the pit is evaluated on a discounted basis. The tonnage curves of the cones between $200 and $1,500/oz Au are given in Table 15.5 on and Figure 15.1.

 

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Table 15.5:     Yellow Pine Comparison of Increasing Cone Sizes for Constant $1,200/oz Gold Price

 

Au 1
Price
   

Mineral

Resource

(kst)

   

Net of
Process

($/st)

   

Au

(oz/st)

   

Sb

(%)

   

Ag

(oz/st)

   

Waste

Rock

(kst)

   

Total

(kst)

   

Strip

Ratio

(waste/ore)

   

Net of

Process

($000s)

   

Mining

Cost

($000s)

   

Value

($000s)

   

Contained

Au

(oz)

 
1,500       49,608       41.66       0.053       0.059       0.043       167,928       217,536       3.39       2,066,669       376,337       1,690,332       2,629,224  
1,400       49,247       41.81       0.053       0.059       0.043       161,295       210,542       3.28       2,059,017       364,238       1,694,779       2,610,091  
1,300       48,928       41.95       0.054       0.059       0.043       156,242       205,170       3.19       2,052,530       354,944       1,697,586       2,642,112  
1,200       47,944       42.34       0.054       0.060       0.043       142,793       190,737       2.98       2,029,949       329,975       1,699,974       2,588,976  
1,100       47,383       42.52       0.054       0.061       0.044       135,162       182,545       2.85       2,014,725       315,803       1,698,922       2,558,682  
1,000       45,939       43.17       0.055       0.062       0.045       122,965       168,904       2.68       1,983,187       292,204       1,690,983       2,526,645  
900       45,090       43.53       0.055       0.063       0.045       114,813       159,903       2.55       1,962,768       276,632       1,686,136       2,479,950  
800       43,430       44.17       0.055       0.065       0.046       100,947       144,377       2.32       1,918,303       249,772       1,668,531       2,388,650  
600       38,835       45.57       0.057       0.070       0.049       70,637       109,472       1.82       1,769,711       189,387       1,580,324       2,213,595  
500       33,817       47.56       0.058       0.077       0.053       52,718       86,535       1.56       1,608,337       149,706       1,458,631       1,961,386  
400       24,633       51.39       0.061       0.096       0.064       27,102       51,735       1.10       1,265,890       89,502       1,176,388       1,502,613  
300       14,061       59.03       0.067       0.141       0.081       11,861       25,922       0.84       830,021       44,845       785,176       942,087  
200       3,256       74.67       0.074       0.331       0.150       3,203       6,459       0.98       243,126       11,174       231,951       240,944  

 

Note:

(1) The gold price in the first column is the gold price that was used to generate the cone geometry. The remaining columns report the results of geometries being re-evaluated using a $1,200/oz gold price.

 

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Figure 15.1     Yellow Pine Comparison of Various Cone Sizes at $1200/oz Au

 

 

15.4 Guidance Cone Selection at Hangar Flats and West End

 

Hangar Flats and West End were evaluated in the same manner as Yellow Pine. The curves of the increasing cone sizes evaluated at $1,200/oz Au for Hangar Flats and West End are provided on Figure 15.2 and Figure 15.3, respectively.

 

Figure 15.2     Hangar Flats Comparison of Various Cone Sizes at $1,200/oz Gold

 

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Figure 15.3      West End Comparison of Various Cone Sizes at $1,200/oz Gold

 

 

 

The $1,200/oz Au floating cone appeared to be the appropriate size for both Hangar Flats and West End; however, Hangar Flats and West End come later in mine life than Yellow Pine and additional work was needed to ensure the proper sized floating cone was used for phase design guidance. Significant ore tonnages are not extracted from Hangar Flats until Year 6 and West End until Year 7, but waste rock mining starts several years before. To determine the correct size cone to guide phase design, multiple schedules were developed by scheduling the Yellow Pine phases followed by varying sized Hangar Flats and West End floating cones. Schedule results were then evaluated on a net present value basis. Table 15.6 summarizes the inputs that were used to evaluate the open pit sizing schedule options.

 

Table 15.6     Hangar Flats and West End Mine Schedule Inputs

 

Input Value
Mining Cost $1.73/st
Approximate capital cost to increase mining capacity $2.00/st of annual production capacity
Block Value Net of Process in $/st

 

For both Hangar Flats and West End, the $1,100/oz cones provided the best present value when evaluated on a time value of money basis and were chosen as the guidance cones for phase design.

 

15.5 Guidance Cones and Ultimate Pit Designs

 

Floating cones or other computer generated pits do not consider phase access or bench working room and cannot be used for practical operations. The cones are used only as a guide for the design of operational mining phases. The following items were considered in phase design:

 

· Slope Angle Constraints: Strata provided inter-ramp and overall slope angle restrictions by sector for the three Mineral Reserve pits. The detailed slope constraints can be found in Section 16. Overall slope angle requirements are respected regardless of inter-ramp angles. While mining occurs on 20-ft benches, benches are mined to a 40-ft double bench configuration at the pit wall to increase the catch benches to an appropriate width.

 

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· Access: Access to every bench of every phase is incorporated into the pit design. For example, the highest road on the eastern wall of the Yellow Pine pit on Figure 15.5 is incorporated into the pit design to allow access to the West End pit later in the mine life.

 

· Haul Road Pit Exits: Pit exit locations are chosen to have the haul road exit the pit at the most beneficial location for the haulage of ore to the crusher and waste to the appropriate storage location.

 

· Realistic Mining Geometries: Computer generated pits have irregular pit walls that will be operationally difficult to mine. Designing pits removes these irregularities and smooths out pit walls.

 

By incorporating haul roads into the pit design and smoothing irregularities in the pit walls, additional waste rock is often incurred by expanding the pit in the upper benches and some ore that was in the bottom benches of the floating cones is left behind and not mined. For this reason, designed phases often have a higher stripping ratio than optimized cones.

 

Open pit design criteria are provided in Table 15.7.

 

Table 15.7     Design Parameters for Mine Pits

 

Design Parameter Parameters Value
Haul Road Width Including Ditches and Berms 102 ft
Maximum Haul Road Grade 10%
Bench Height for Mining 20 ft
Face Angle of Benches 64 (Double Benched)
Overall Slope Angles Used Variable between 39- 47
Inter-ramp Slope Angles Used Variable between 45- 49

 

The design cones for Yellow Pine, Hangar Flats and West End are illustrated on Figure 15.4, Figure 15.6, and Figure 15.8, respectively. The ultimate pits for Yellow Pine, Hangar Flats and West End are shown at the same scale on Figure 15.5, Figure 15.7, and Figure 15.9, respectively, and presented adjacent for comparative purposes.

 

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Figure 15.4   Yellow Pine Cone Floated at $800/oz Gold Price   Figure 15.5   Yellow Pine Ultimate Pit
     

 

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Figure 15.6   Hangar Flats Cone Floated at $1,100/oz Gold Price   Figure 15.7   Hangar Flats Ultimate Pit
     

 

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Figure 15.8   West End Cone Floated at $1,100/oz Gold Price   Figure 15.9   West End Ultimate Pit
     

 

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15.6 Historic Tailings

 

Southwest of the Hangar Flats open pit, and within the planned waste rock storage facility footprint, lies the Historic Tailings impoundment. Metallurgical test results show that the contained gold values in the Historic Tailings produces an economic benefit when fed to the process plant concurrent to primary ores; consequently, the Historic Tailings are planned to be mined and processed through the mill and are included in the Mineral Reserve. The impoundment contains 3,164 kst of Historic Tailings of which 3,001 kst are Indicated Mineral Resources.

 

15.7 Prefeasibility Updated Costs and Recoveries

 

Final PFS recoveries and processing costs became available towards the end of the PFS work. The block model values were updated with these revised inputs for mine planning purposes. The final PFS inputs used to calculate block NPR values can be found in accompanying sections of this Report. Metal recoveries can be found in Section 13. Transport costs and smelter terms can be found in Section 19. Processing costs used were not final at the time that the Mineral Reserve was defined and those used are provided in Table 15.8; even though the processing costs were revised after the Mineral Reserve was defined, the change in processing costs would not produce a material change in the Mineral Reserve. The final processing costs are incorporated into the Project cash flow included in Section 22. Metal Prices of $1,350/oz. gold, $22.50/oz. silver, and $4.50/lb antimony were used. The logic used to assign process types to each block is similar to the logic that was used for assigning process types for the cone inputs. Updates to processing flow sheets reduced the ore types in West End from three to two: oxide material and mixed sulfide material. The NPR equations are provided in Table 15.9. Ore type is determined by the process that produces the greatest NPR.

 

IMC conducted a sensitivity check on the impact of incorporating the updated inputs and determined that the existing phase designs are acceptable for use in prefeasibility-level mine planning and no re-design was necessary.

 

Table 15.8     PFS Processing and G&A Costs by Mineral Resource Type

  

Mineral Resource Type   Unit Cost  
High Antimony Sulfide   $ 17.00 /st
Low Antimony Sulfide   $ 15.00 /st
Oxide   $ 9.07 /st
All Ore Types G&A   $ 3.40 /st

 

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Table 15.9     PFS Logic for Calculating Block Net of Process Values

 
For Yellow Pine and Hangar Flats Greatest Value of:

High

Antimony

Mineral

Resource

Net of

Process

Au Grade x (Au Float Rec. + Au Tail Leach Rec.) x POX rec. x % Dore Payable x (Au Price – Au Refining Charge) x (1 – Royalty)

+

Ag Grade x (Au Float Rec. + Au Tail Leach Rec.) x POX rec. x % Dore Payable x (Ag Price – Ag Refining Charge)

+

If Au in Sb Concentrate > 0.146 oz/st: Au Grade x Au loss to Sb Flotation x (Au Smelter Payable – Royalty) x Au Price

+

If Ag in Sb Concentrate > 8.75 oz/st: Ag Grade x Ag Rec. to Sb Flotation x Ag Smelter Payable x Ag Price

+

Sb Grade / 100 x Sb Flotation Recovery x Sb Smelter Payable x Sb Price x 2000

-

TCRC x Sb Grade x Sb Flotation Recovery / Sb Concentrate Grade

-

High Antimony Processing Cost

Low
Antimony
Mineral Resource
Net of
Process

Au Grade x (Au Float Rec. + Au Tail Leach Rec.) x POX rec. x % Dore Payable x (Au Price – Au Refining Charge) x (1 – Royalty)

+

Ag Grade x (Au Float Rec. + Au Tail Leach Rec.) x POX rec. x % Dore Payable x (Ag Price – Ag Refining Charge)

-

Low Antimony Processing Cost

Waste Net
of Process
Zero
For West End Greatest Value of: Low
Antimony
Mineral
Resource
Net of
Process

Au Grade x (Au Float Rec. + Au Tail Leach Rec.) x POX rec. x % Dore Payable x (Au Price – Au Refining Charge) x (1 – Royalty)

+

Ag Grade x (Au Float Rec. + Au Tail Leach Rec.) x POX rec. x % Dore Payable x (Ag Price – Ag Refining Charge)

-

Low Antimony Processing Cost

Oxide
Mineral
Resource
Net of
Process

Au Grade x % Dore Payable x Oxide Au Recovery x (Au Price – Au Ref Charge) x (1- Royalty)

+

Ag Grade x % Dore Payable x Oxide Ag Recovery x (Ag Price – Ag Ref Charge)

-

Oxide Processing Cost

Waste Net
of Process
Zero

Notes:

(1)    Au and Ag grades are in oz/st.

(2)    % Dore payable is a decimal value.

(3)    Royalty is a decimal value.

(4)    Au and Ag price is in $/oz.

(5)    Sb price is in $/lb.

(6)    Au and Ag refining charges are in $/oz.

(7)    Processing costs are in $/st.

(8)    rec. is recovery in decimal form.

 

15.8 Mineral Reserve Estimate

 

The designation of Indicated Mineral Resources to the Mineral Reserve category (there are no Measured Mineral Resources) is based on the final PFS process plant metallurgical recoveries, processing costs, and smelter terms. The Mineral Reserve is the sum of the Probable material (there is no Proven material) that is scheduled to be processed in the mine plan that is presented in detail in Section 16. The cutoff grade for material sent to processing ranges from $0.001/st - $8.00/st Net of Process Revenue.

 

The processing costs used for mine planning ranged from $9.07/st for oxides to $17.00/st for high antimony sulfides with an additional $3.40/st of ore for general and administrative expenses. Therefore, the NSR equivalent of the cutoff grade range is: $12.47/st – $20.40/st Net of Smelter Return. The Mineral Reserves are summarized in Table 15.10 in both imperial and metric units.

 

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Table 15.10:     Stibnite Gold Project Probable Mineral Reserves Summary

  

          Average Grade     Total Contained Metal  
Deposit   Tonnage     Gold     Antimony     Silver     Gold     Antimony     Silver  
Imperial Units   (kst)     (oz/st)     (%)     (oz/st)     (koz)     (klbs)     (koz)  
Yellow Pine     43,985       0.057       0.098       0.090       2,521       86,376       3,973  
Hangar Flats     15,430       0.045       0.132       0.086       690       40,757       1,327  
West End     35,650       0.035       0.000       0.040       1,265       -       1,410  
Historic Tailings     3,001       0.034       0.165       0.084       102       9,903       252  
Total Probable Mineral Reserve(1)     98,066       0.047       0.070       0.071       4,579       137,037       6,962  

 

Metric Units     (kt)       (g/t)       (%)       (g/t)       (t)       (t)       (t)  
Yellow Pine     39,903       1.97       0.098       3.10       78.4       39,179       123.6  
Hangar Flats     13,998       1.53       0.132       2.95       21.5       18,487       41.3  
West End     32,341       1.22       0.000       1.36       39.3       -       43.9  
Historic Tailings     2,722       1.17       0.165       2.88       3.2       4,492       7.8  
Total Probable Mineral Reserve(1)     88,964       1.60       0.070       2.43       142.4       62,159       216.5  

 

Notes:

(1)       Metal prices used for Mineral Reserves: $1350/oz Au, $22.50/oz Ag, $4.50/lb Sb.
(2)       Block MUST be economical based on gold value only in order to be included as ore in Mineral Reserve.
(3)       Numbers may not add exactly due to rounding.

 

Illustrations of the Yellow Pine, Hangar Flats and West End Mineral Resources and mineralized material that are not part of the reported Mineral Reserves are presented as Figure 15.10, Figure 15.11, and Figure 15.12, respectively.

 

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Figure 15.10:     YP Mineral Reserves and Mineralized Material in Plan, Section, and 3D Perspective Views

 

 

 

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Figure 15.11:     HF Mineral Reserves and Mineralized Material in Plan, Section, and 3D Perspective Views

 

 

 

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Figure 15.12:    WE Mineral Reserves and Mineralized Material in Plan, Section, and 3D Perspective Views

 

 

 

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SECTION 16 TABLE OF CONTENTS

 

SECTION PAGE

 

16 mining methods 16-1

 

16.1 Introduction 16-1

 

16.2 Geotechnical Considerations 16-2

 

16.3 Phase Design 16-6

 

16.4 Mine Schedule 16-8

 

16.5 Waste Rock Storage and Allocation 16-13

 

16.6 Mine Operations and Equipment 16-15

 

16.7 External Haul Roads and Mine Sequence Drawings 16-21

 

SECTION 16 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table ‎16.1: Summary of Mine Plan Ore Type and Tonnage and Waste by Deposit 16-1
     
Table ‎16.2: Yellow Pine Open Pit Inter-Ramp Slope Angles 16-3
     
Table ‎16.3: Hangar Flats Open Pit Inter-Ramp Slope Angles 16-4
     
Table ‎16.4: West End Open Pit Inter-Ramp Slope Angles 16-5
     
Table ‎16.5: Design Parameters for Mine Phases 16-6
     
Table ‎16.6: Ramp-Up Schedule for Process Plant and Pressure Oxidation Circuit 16-8
     
Table ‎16.7: Mine Production Schedule and Process Plant Feed Schedule 16-12
     
Table ‎16.8: Waste Rock Destination by Period 16-14
     
Table ‎16.9: Major Mine Mobile Equipment Requirements 16-17
     
Table ‎16.10: Salary Staff Requirements 16-18
     
Table ‎16.11: Hourly Staff Requirements 16-19

 

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SECTION 16 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure ‎16.1: Overall Slope Angles Used at Yellow Pine Open Pit Sectors 16-3
     
Figure ‎16.2: Overall Slope Angles Used at Hangar Flats Open Pit Sectors 16-4
     
Figure ‎16.3: Overall Slope Angles Used at West End Open Pit Sectors 16-5
     
Figure ‎16.4: Ore Mining Schedule by Deposit and Phase 16-7
     
Figure ‎16.5: Waste Rock Mining Schedule by Deposit and Phase 16-7
     
Figure ‎16.6: Chart of Ramp-Up Schedule for Process Plant and Pressure Oxidation Circuit 16-9
     
Figure ‎16.7: Ore and Waste Rock Mined by Deposit by Year 16-10
     
Figure ‎16.8: Ore Mined from Each Deposit by Type and by Year 16-11
     
Figure ‎16.9: Waste Rock Origin by Deposit by Year 16-13
     
Figure ‎16.10: Waste Rock Destination by Period 16-14
     
Figure ‎16.11: Salaried and Hourly Mining Personnel by Department by Year 16-21
     
Figure ‎16.12: Annual Open Pit and Waste Rock Storage Facility Plan – End of Pre-Production 16-23
     
Figure ‎16.13: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 1 16-24
     
Figure ‎16.14: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 2 16-25
     
Figure ‎16.15: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 3 16-26
     
Figure ‎16.16: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 4 16-27
     
Figure ‎16.17: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 5 16-28
     
Figure ‎16.18: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 6 16-29
     
Figure ‎16.19: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 7 16-30
     
Figure ‎16.20: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 8 16-31
     
Figure ‎16.21: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 9 16-32
     
Figure ‎16.22: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 10 16-33
     
Figure ‎16.23: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 11 16-34
     
Figure ‎16.24: Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 12 16-35

 

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16 mining methods

 

16.1 Introduction

 

The Stibnite Gold Project PFS mine plan was developed using conventional open pit hard rock mining methods. The mining operation is planned to deliver 8.05 million tons of ROM material to the primary crusher per year (nominally 22,050 short tons per day). Both oxide and sulfide mineralized material would be sent to the crusher; the oxide material would be vat-leached while the sulfide material would be processed via up to two sequential flotation circuits to produce two concentrates: (1) if sufficient antimony grade is present, an antimony concentrate that would be filtered, trucked off-site and sold; and, for all sulfide material, (2) an auriferous sulfide concentrate that would be oxidized onsite via pressure oxidation, then processed via agitated leach, carbon stripping and refining to produce a gold- and silver-rich doré.

 

The mine plan developed for the Project incorporates the mining of three primary mineral deposits – Yellow Pine, Hangar Flats, and West End – and re-mining and re-processing of the Historic Tailings. Mineral Reserves from the three open pits would be sent to a centrally located primary crusher, while the Historic Tailings would be mined with an excavator and trucks then hydraulically transferred from an adjacent pulping facility to the process plant grinding circuit. Waste rock would be sent to four distinct destinations: the TSF embankment, the Main WRSF, the West End WRSF, and to the mined-out Yellow Pine open pit. The general sequence of mining is the Yellow Pine deposit first, Hangar Flats second, and the West End deposit third, while Historic Tailings would overlap with the Yellow Pine deposit processing. The mining sequence is influenced by the need to backfill the Yellow Pine open pit to restore the original gradient of the EFSFSR; this order also generally follows a sequence of mining highest to lowest grade, which is also preferred.

 

The Historic Tailings are situated within the footprint of the proposed Main WRSF, and would be re-mined and reprocessed during the first four years of the mine schedule to provide adequate terrain for the WRSF. As the tailings material is currently at a size of 97% passing #40 mesh, it is not anticipated to overwhelm the process plant through the additional throughput. The tailings are currently overlain with 5,752 kst of neutralized spent heap leach ore (commonly referred to as the SODA) that must be removed before the Historic Tailings can be mined. The SODA material is planned to be used in the construction of the TSF starter dam during pre-production.

 

A summary of the ore tonnage by process type and waste tonnage from each of the primary deposits and the Historic Tailings is provided in Table 16.1. These tonnages correspond with the mine schedule provided in Table 16.7.

 

Table 16.1:     Summary of Mine Plan Ore Type and Tonnage and Waste by Deposit

 

Resource   Ore
Type
  Ore
Tons
(kst)
    Gold
Grade
(oz/st)
    Silver
Grade
(oz/st)
    Antimony
Grade
(%)
    Waste
Tons
(kst)
    Strip
Ratio
(st:st)
Yellow Pine   High Sb   6,750     0.065     0.210     0.593     124,304     2.8:1
    Low Sb   37,235     0.056     0.069     0.009            
Hangar Flats   High Sb   4,284     0.056     0.166     0.425     86,696     5.6:1
    Low Sb   11,146     0.040     0.055     0.019            
West End   Oxide   10,736     0.022     0.029     -     129,995     3.6:1
    Low Sb   24,914     0.041     0.044     -            
Historical Tailings   Low Sb   3,001     0.034     0.084     0.165     5,915     2.0:1
Totals / Averages 98,066     0.047     0.071     0.070     346,910     3.5:1

 

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In addition to mine sequencing constraints, the PFS mine schedule was developed considering requirements of the processing plant. These are: maintenance down time and sulfur content restrictions for the feed to the POX circuit. Oxide material would be stockpiled adjacent to the primary crusher and processed during planned POX circuit maintenance to address the expected additional availability of the comminution and leach circuits over the POX circuit. To address the sulfur feed limitation, the mining schedule was developed by considering the maximum nominal sulfur levels that the POX circuit could handle in a given quarter. The peak sulfur levels generally occur in the initial 2 years of mine operations and generally correspond to the highest gold grades in the Yellow Pine deposit; after that period, the process plant would no longer be constrained by high sulfur levels.

 

The Independent Mining Consultants, Inc. (IMC) mine planning team applied the following steps to develop the Stibnite Gold Project PFS mine plan:

 

1) floating cone guidance for phase design;

 

2) phase designs;

 

3) mine production schedule;

 

4) waste rock storage design and waste rock allocation;

 

5) haul road design;

 

6) time sequence mine and dump drawings; and

 

7) equipment and manpower requirements.

 

Additional details associated with the preceding steps are described in the following subsections.

 

16.2 Geotechnical Considerations

 

Figure 16.1, Figure 16.2, and Figure 16.3 show the overall slope angles and sectors provided by the Project geotechnical consultant Strata, A Professional Services Corporation (Strata) for the Yellow Pine, Hangar Flats and West End open pits, respectively. The red lines on the figures are approximate ultimate open pit crests. Table 16.2, Table 16.3 and Table 16.4 provide the inter-ramp slope angles used in the Yellow Pine, Hangar Flats, and West End open pit designs provided by Strata, respectively. Overall slope angles were respected regardless of inter-ramp angles.

 

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Figure 16.1:     Overall Slope Angles Used at Yellow Pine Open Pit Sectors

 

 

 

From Strata (figure oriented as north up).

 

Table 16.2:     Yellow Pine Open Pit Inter-Ramp Slope Angles

 

Sector     North       West       Southwest       Southeast     East Central     Northeast  
Average Slope Dip Direction     175° - 185°       147°       43° - 65°       293° - 303°     317°     230° - 250°  
Inter-Ramp Slope Angle     47°       47°       48°       47°     47°     49°  

 

Note: Open pit inter-ramp slope angles estimated by Strata.

 

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Figure 16.2:     Overall Slope Angles Used at Hangar Flats Open Pit Sectors

 

 

From Strata (figure oriented as north up).

 

Table 16.3:     Hangar Flats Open Pit Inter-Ramp Slope Angles

 

Sector     North       West       Southwest       South       East  
Average Slope Dip Direction     190°       96°       53°       345° - 360°       263°  
Inter-Ramp Slope Angle     45°       47°       47°       47°       45°  

 

Note: Open pit inter-ramp slope angles estimated by Strata.

 

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Figure 16.3:     Overall Slope Angles Used at West End Open Pit Sectors

 

 

From Strata (figure oriented as north up).

 

Table 16.4:     West End Open Pit Inter-Ramp Slope Angles

 

Sector     Northeast       Northeast       West       Southwest     Southwest
Lobe
  South
Wall
    Southeast       East  
Average Slope Dip Direction     207°       140° – 160°       112°       73°     290°   0° – 18°     232°       298°  
Inter-Ramp Slope Angle     47°       45°       45°       47°     47°   47°     47°       47°  

 

Note: Open pit inter-ramp slope angles estimated by Strata.

 

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16.3 Phase Design

 

The final PFS phase designs were guided by the floating cone pit shells that were described in Section 15. Phases are designed to even out waste rock stripping over the mine life and to move higher-grade ore forward in the mine schedule. The culmination of the phase designs results in the ultimate pits that were presented in Section 15. Phase designs include all internal access roads and assure proper operating requirements for mining equipment.

 

A total of three phases were designed to achieve the ultimate Yellow Pine open pit; an initial phase followed by an eastern extension, then a western extension. The initial phase of Yellow Pine requires 3,734 thousand tons (kst) of waste rock stripping to expose sufficient ore for production at the planned throughput rate. Additional waste rock movement is shown in pre-production for TSF starter dam construction requirements. The second phase of Yellow Pine mines east of the initial phase because the stripping ratio is lower on this side of the open pit and consequently gold ounces are lower cost to the east side than to the west.

 

The Hangar Flats open pit is planned to be mined in a single phase with a small waste rock phase that would be mined in pre-production to provide material for the tailings dam construction. Hangar Flats is a single phase because the terrain of the northwestern high wall prevents access to a second pushback in that direction.

 

The West End open pit is planned to be mined in three phases; the second phase expanding in every direction except for the eastern wall. An initial oxide phase was designed within the ultimate West End open pit to accommodate process plant oxide feed material requirements during the first five years of mine life.

 

Generally, the three Yellow Pine open pit phases are mined first in the mine schedule, followed by Hangar Flats then the two West End phases. The parameters for the mine phase designs are summarized in Table 16.5.

 

Table 16.5:     Design Parameters for Mine Phases

 
Design Parameter Parameters Value
Haul Road Width Including Ditches and Berms 102 feet
Maximum Haul Road Grade 10%
Bench Height for Mining 20 feet
Face Angle of Benches 64° (Double Benched)
Overall Slope Angles Used Variable between 39° - 47°
Inter-ramp Slope Angles Used Variable between 45° - 49°

 

The material mined from each phase on an annual basis is provided on Figure 16.4 and Figure 16.5. Open pit progression (at the end of preproduction and by year thereafter) as well as waste rock storage facility and haul road progression can be seen on Figure 16.12 through Figure 16.24, inclusively.

 

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Figure 16.4:     Ore Mining Schedule by Deposit and Phase

 

 

Figure 16.5:     Waste Rock Mining Schedule by Deposit and Phase

 

 

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16.4 Mine Schedule

 

The mine schedule was developed based on the phase designs and the block models. The material contained within each pushback design was tabulated at multiple cutoff grades for input to the mine schedule process. As with the floating cone evaluation, only Indicated Mineral Resource categories were tabulated from the pushback designs. All other material (including Inferred Mineral Resources) was treated as waste rock in the mine schedule.

 

The mine schedule was developed to provide 8.05 million short tons of mined material to the primary crusher every year (22,050 short tons per day) after ramp up for approximately 12 years of mine life. The processing plant consists of a primary crusher, SAG mill, ball mill, two sequential flotation circuits, a POX circuit, CIP circuit, CIL circuit, and a conventional adsorption-desorption-recovery (ADR) plant. The designed process plant processes sulfide material to produce up to two mineral concentrate products: (1) when there is sufficient antimony grade to warrant, an antimony sulfide (stibnite) concentrate that would to be filtered, trucked off-site and sold; and, (2) for all material processed, an auriferous sulfide concentrate that would be oxidized onsite via POX, then processed via agitated leach, carbon stripping and refining to produce a gold- and silver-rich doré.

 

The Historic Tailings contain economic gold mineralization in the Indicated Mineral Resource category and are therefore included in the Mineral Reserve; they are planned to be sent to the grinding circuit during the first 4 years of the mine plan at a rate of 916 kst per year. The Historic Tailings would be mined via loader or excavator and trucked to a screening and re-slurrying system, then hydraulically transported to the process plant milling circuit. Since the Historic Tailings are quite fine-grained, typically 97% passing the #40-mesh, minimal incremental grinding effort is required by the process plant milling circuit; consequently, the processing plant would be able to accommodate the additional throughput from the Historic Tailings without the need to reduce the nominal daily mining rate.

 

The process plant processes oxide material via crushing and grinding to produce a direct feed to the CIL circuit. Following plant commissioning, ramp up rates for the POX circuit are slower than the other circuits. To maximize utilization of all process circuits during the ramp-up period, oxide material from the West End open pit is stockpiled and batch-processed since it does not have to be processed through the POX circuit. The ramp-up schedules for the process plant and for the POX circuit are provided in Table 16.6 and Figure 16.6.

 

Table 16.6:     Ramp-Up Schedule for Process Plant and Pressure Oxidation Circuit

 

Time
Period
    Overall Plant
Design
Throughput(1)
(kst)
    Process
Plant
Availability
(%)
    Process
Plant
Throughput(2)
(kst)
    POX
Circuit
Availability
(%)
    POX
Circuit
Throughput
(kst)
    Oxide
Feed
(kst)
    Historic
Tailings
Feed
(kst)
 
Yr1-Q1       2,012       70 %     1,408       25 %     503       905       48  
Yr1-Q2       2,012       80 %     1,609       50 %     1,006       604       86  
Yr1-Q3       2,012       90 %     1,811       75 %     1,509       302       113  
Yr1-Q4       2,012       100 %     2,012       95 %     1,911       101       229  
Yr2-Q1       2,012       100 %     2,012       100 %     2,012       -       229  

 

Notes:

(1)       Overall plant design throughput excludes Historical Tailings feed.

(2)       Process plant availability and process plant throughput excludes the pressure oxidation circuit availability and throughput.

 

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Figure 16.6:     Chart of Ramp-Up Schedule for Process Plant and Pressure Oxidation Circuit

 

 

 

Following ramp-up, the oxidation circuit can be expected to have a lower annual average utilization when compared to the rest of the process plant. Fortunately, the West End deposit contains appreciable oxide mineralization that does not require oxidation prior to leaching; therefore, West End oxide material would be stockpiled and fed to the process plant during discrete times of the year while only the POX circuit is down for maintenance. This approach to processing the West End oxide material enables the process plant to operate at near its optimum utilization, while avoiding deferred processing of the high-grade, higher-NPR sulfide Mineral Reserves at Yellow Pine and Hangar Flats.

 

One of the main factors limiting the throughput of the POX circuit is the amount of oxygen that is able to diffuse into the slurry in the autoclave; the amount of sulfur in the feed concentrate determines how much oxygen is required to oxidize the ore. The sulfur levels are highest during the first two years of the mine schedule; however the recovery of sulfur to the antimony concentrate is expected to maintain the gold concentrate sulfur values at levels manageable for the POX circuit.

 

The high sulfur content of the mill feed in the first two years would produce lower than average pH solutions from the POX circuit; the low pH solutions would require additional neutralization material. Several options for neutralization material were evaluated and the selected option was to purchase additional ground lime in these periods to neutralize the tails. Other options evaluated included blending in West End ore, or adding crushed limestone from a marble deposit on the property. These options were cheaper, but they displaced enough high-grade mill feed to make them less economically attractive.

 

In the process of developing a sound mine operating strategy, multiple schedules were evaluated. The purpose of this work was to establish a cutoff grade schedule that balanced the increased revenue from higher head grades with the cost of mining additional waste rock tons. Using the design prices of $1,200/oz gold, $5/lb antimony and $23/oz silver, and a discount rate of 7%, a schedule was developed with increased cutoff grades and increased material mining rates to provide the highest NPV. While these design inputs differ from the final metal prices and discounting used in the PFS economic model, they were used to develop an understanding of the relative costs and benefits of increasing the head grades sent to the mill.

 

 

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Cutoff grades were based on NPR in dollars per ton of ore ($/st ore) at the design prices stated above. NPR, defined as NSR less process plant OPEX and G&A, was calculated on a block-by-block basis in dollars per ton of ore ($/st ore) to indicate the value of a block.

 

NPR = NSR - Process Plant OPEX - Site G&A

 

Initially, mining costs were estimated to be $1.73/st of material. This would mean that the breakeven cutoff grade would be $1.73/st NPR and the internal cutoff grade would be $0.001/st NPR. The ore cutoff grade by period can be found in the second column of the Mine Production Schedule in Table 16.7.

 

Table 16.7 summarizes the mine production schedule that was developed for the PFS. This table represents the Mineral Reserve because the Probable Mineral Reserve corresponds to the total ore processed in the mine. The Probable Mineral Reserve category material was reported in Section 15. Figure 16.7 is a graphic summary of the material movements of ore and waste rock along with the strip ratio (waste rock tons : ore tons) by year and Figure 16.8 details the ore mined from each Mineral Reserve by year and includes the blended annual average gold head grade. Ore mined in pre-production (Year -1) is stockpiled and fed to the mill in Year 1.

 

Figure 16.7:     Ore and Waste Rock Mined by Deposit by Year

 

 

 

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Figure 16.8:     Ore Mined from Each Deposit by Type and by Year

 

 

 

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Table 16.7:     Mine Production Schedule and Process Plant Feed Schedule

 

Material Mined From All Pits     SODA     Ore Feed to Crusher     Historic Tailings Feed     Total Feed to the Process Plant
Time
Period
NPR Cutoff
($/st)
    Ore
(kst)
    NPR
($/st)
    Au
(oz/st)
    Ag
(oz/st)
    Sb
(%)
    Waste
(kst)
    Total
(kst)
    Waste
(kst)
    Ore
(kst)
    NPR
($/st)
    Au
(oz/st)
    Ag
(oz/st)
    Sb
(%)
    Ore
(kst)
    NPR
($/st)
    Au
(oz/st)
    Ag
(oz/st)
    Sb
(%)
    Waste
(kst)
    Ore
(kst)
    NPR
($/st)
    Au
(oz/st)
    Ag
(oz/st)
    Sb
(%)
Pre-prod-Q4                                     298     298     938                                                                                                
Pre-prod-Q3 8.00     1     19.45     0.022     0.094     0.348     1,752     1,753     1,938                                                                                                
Pre-prod-Q2 8.00     87     49.20     0.041     0.143     0.442     2,964     3,051     1,438                                                                                                
Pre-prod-Q1 8.00     479     52.42     0.050     0.168     0.233     3,606     4,085     1,438                                                                                                
Yr1-Q1 8.00     842     13.86     0.025     0.037     0.022     3,948     4,790           1,409     29.15     0.034     0.088     0.120     48     11.99     0.033     0.075     0.157     2     1,457     28.59     0.034     0.088     0.121
Yr1-Q2 8.00     1,609     50.01     0.050     0.119     0.183     4,348     5,957           1,609     50.01     0.050     0.119     0.183     86     11.85     0.033     0.075     0.159     6     1,695     48.07     0.049     0.116     0.182
Yr1-Q3 8.00     1,810     57.80     0.059     0.138     0.124     3,928     5,738           1,810     57.80     0.059     0.138     0.124     113     10.87     0.031     0.080     0.172     18     1,923     55.03     0.058     0.135     0.127
Yr1-Q4 8.00     2,012     65.44     0.066     0.133     0.109     3,725     5,737           2,012     65.44     0.066     0.133     0.109     229     16.33     0.037     0.080     0.163     35     2,241     60.42     0.063     0.128     0.115
Yr2-Q1 8.00     2,012     61.87     0.064     0.115     0.109     4,003     6,015           2,012     61.87     0.064     0.115     0.109     229     12.74     0.034     0.073     0.158     26     2,241     56.85     0.061     0.110     0.114
Yr2-Q2 8.00     2,013     55.24     0.058     0.099     0.108     4,980     6,993           2,013     55.24     0.058     0.099     0.108     229     2.13     0.023     0.048     0.092     25     2,242     49.82     0.054     0.094     0.107
Yr2-Q3 8.00     2,012     69.17     0.068     0.122     0.141     6,363     8,375           2,012     69.17     0.068     0.122     0.141     229     8.65     0.029     0.056     0.115     21     2,241     62.99     0.064     0.115     0.138
Yr2-Q4 7.00     2,012     46.06     0.052     0.070     0.060     8,064     10,076           2,012     46.06     0.052     0.070     0.060     229     19.22     0.040     0.089     0.178     1     2,241     43.32     0.051     0.072     0.072
Yr3 7.00     8,050     42.58     0.049     0.061     0.054     32,804     40,854           8,050     42.58     0.049     0.061     0.054     916     19.30     0.037     0.083     0.149     14     8,966     40.20     0.048     0.064     0.064
Yr4 2.00     8,050     48.51     0.050     0.108     0.155     33,950     42,000           8,050     48.51     0.050     0.108     0.155     692     15.69     0.032     0.112     0.226     15     8,742     45.91     0.049     0.108     0.160
Yr5 2.00     8,050     41.96     0.049     0.062     0.055     33,950     42,000           8,050     41.96     0.049     0.062     0.055                                         8,050     41.96     0.049     0.062     0.055
Yr6 3.00     8,050     44.19     0.051     0.059     0.058     33,950     42,000           8,050     44.19     0.051     0.059     0.058                                         8,050     44.19     0.051     0.059     0.058
Yr7 3.00     8,050     45.16     0.052     0.056     0.055     33,950     42,000           8,050     45.16     0.052     0.056     0.055                                         8,050     45.16     0.052     0.056     0.055
Yr8 3.00     8,050     42.52     0.046     0.100     0.171     33,950     42,000           8,050     42.52     0.046     0.100     0.171                                         8,050     42.52     0.046     0.100     0.171
Yr9 3.00     8,050     26.59     0.037     0.035     0.018     33,949     41,999           8,050     26.59     0.037     0.035     0.018                                         8,050     26.59     0.037     0.035     0.018
Yr10 4.00     8,050     24.31     0.035     0.048     0.006     33,021     41,071           8,050     24.31     0.035     0.048     0.006                                         8,050     24.31     0.035     0.048     0.006
Yr11 5.00     8,050     28.68     0.040     0.055     0.000     18,714     26,764           8,050     28.68     0.040     0.055     0.000                                         8,050     28.68     0.040     0.055     0.000
Yr12 2.00     7,726     30.18     0.042     0.045     0.000     4,778     12,504           7,726     30.18     0.042     0.045     0.000                                         7,726     30.18     0.042     0.045     0.000
Totals / Averages     95,065     40.31     0.047     0.071     0.067     340,995     436,060     5,752     95,065     40.31     0.047     0.071     0.067     3,001     14.96     0.034     0.084     0.165     163     98,066     39.53     0.047     0.071     0.070

 

Notes:

(1)       NPR = Net of Process Revenue = Net Smelter Return ($/st ore) – Processing Costs ($/st ore) - Site G&A ($/st ore).

(2)      Cutoff Grade for oxide ore from West End in years 1-8 is actually $0.001/st Net of Process.

(3)      All units in table are imperial. (4)       Ore mined in pre-production is stockpiled and fed to the crusher in the first quarter of year 1.

 

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16.5 Waste Rock Storage and Allocation

 

Waste rock from the three open pits is planned to be sent to four different destinations over the mine life. The four destinations include: the Main WRSF, the TSF embankment, the West End WRSF and the mined-out Yellow Pine open pit. The TSF embankment requires approximately 60,726 kst of rockfill for the bulk of its construction. The Main WRSF would then form a buttress immediately downstream of the TSF embankment. All of the Yellow Pine waste rock would be sent to the Main WRSF / TSF embankment, as would the Hangar Flats waste rock.

 

The Historic Tailings deposit lies within the footprint of the Main WRSF; consequently, the removal schedule of the Historic Tailings influences the construction of the Main WRSF. The Historic Tailings are planned to be removed from west to east; therefore, the WRSF would progress from the TSF embankment towards the east as the tailings are removed from the toe of the WRSF. West End waste rock would be sent to the West End WRSF for the first 6 years of mine life until the mining of the Yellow Pine open pit is complete; after Year 6 West End waste rock is used to backfill the Yellow Pine open pit. Figure 16.9 and Table 16.8 summarize the origin and destination of mine waste rock by time period.

 

Figure 16.9:      Waste Rock Origin by Deposit by Year

 

 

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Figure 16.10:      Waste Rock Destination by Period

 

 

Table 16.8:      Waste Rock Destination by Period

 

Time

Period

   

Tailings

Embankment

(kst)

   

Main

WRSF

(kst)

   

West End

WRSF

(kst)

   

Yellow Pine

Backfill

(kst)

  Pre-prod-q-4       1,236       -       -       -
  Pre-prod-q-3       3,690       -       -       -
  Pre-prod-q-2       4,402       -       -       -
  Pre-prod-q-1       4,769       -       275       -
  yr1-q1       1,420       -       2,528       -
  yr1-q2       2,367       -       1,981       -
  yr1-q3       3,042       -       886       -
  yr1-q4       3,514       -       211       -
  yr2-q1       4,003       -       -       -
  yr2-q2       4,288       -       692       -
  yr2-q3       6,363       -       -       -
  yr2-q4       3,000       4,248       816       -
  yr3       2,683       28,747       1,374       -
  yr4       -       33,004       946       -
  yr5       6,300       23,185       4,465       -
  yr6       3,289       19,661       11,000       -
  yr7       -       23,420       -       10,530
  yr8       6,360       7,960       -       19,630
  yr9       -       7,479       -       26,470
  yr10       -       1,744       -       31,277
  yr11       -       -       -       18,714
  yr12       -       -       -       4,778
  Total       60,726       149,448       25,174       111,399

 

As discussed earlier, the Historic Tailings are overlain by neutralized SODA. The spent ore material is planned to be loaded and hauled to the TSF embankment during pre-production as the physical characteristics and location of the material are well suited for TSF embankment construction. Approximately 5,752 kst of SODA material would be moved during the pre-production period.

 

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16.6 Mine Operations and Equipment

 

Mine mobile equipment was selected to meet the production requirements summarized in Table 16.7. All mine equipment selected for this study is standard off-the-shelf units, with the exception of the haul truck beds. Lightweight truck beds were chosen to enable the trucks to load and haul more material. Although the lightweight beds need to be replaced more frequently, the additional cost of the beds is compensated by the increased truck productivity.

 

Mining is scheduled for 365 days/year and 2 shifts/day of 12 hours duration. Twenty shifts per year are assumed to be lost due to weather delays and holidays. A 4-crew system working 14 days on and 14 days off has been used when calculating mine equipment operators and maintenance personnel.

 

The majority of production drilling is planned to be accomplished with conventional track mounted rotary blast-hole drills. Drills were selected based on the physical characteristics of the Mineral Resource and the required mining rate, and would have a 60,0000-lb pull down force with a 7-7/8” bit diameter. All dry holes would be loaded with ammonium nitrate-fuel oil (ANFO) while wetter holes would be lined with a plastic liner before they are loaded with emulsion slurry.

 

The majority of production loading is planned with 23.5 cubic yard frontend loaders. Wheel loaders were chosen over shovels for economic reasons and because the maneuverability would be beneficial at the Stibnite Gold Project since mining occurs in three separate pits. For several years, all three pits are being mined simultaneously. The 23.5 cubic yard loaders are also well suited for snow clearing and loading, SODA material loading, and to feed the crusher from stockpiles when trucked ore cannot meet the process plant throughput requirements.

 

Hauling is planned to be accomplished with 200-ton haul trucks fitted with lightweight beds (carrying 219 tons) for a majority of the ore and waste rock. The 200-ton haul trucks would also be used to haul accumulated snow out of the open pits and to haul SODA material to the tailings embankment.

 

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Other equipment selected for the mining fleet include: 580-hp (D10 class) track dozers; graders with 16-foot moldboards, 20,106-gallon water trucks on 100-ton haul truck chassis, and a Low Ground Pressure 200-hp dozer to support the removal of the Historic Tailings. Small track mounted drills are included in the equipment requirements for secondary blasting and road pioneering duties. Also, these small drills would do some production drilling on the very highest benches of the phases where the working areas would not be large enough for the main production fleet. Two 4-yard backhoes would be used for general support and maintenance of drainage structures and are also planned to be used for loading Historic Tailings during the first four years of mine life.

 

A small fleet of 40-ton articulated haul trucks are planned for the Project; these trucks would be used for hauling Historic Tailings, constructing haul roads, and hauling ore and waste rock from the highest benches of the mine phases when the working room is narrow. A smaller 10.5-yard loader is also planned for loading the 40-ton haul trucks on the high benches and for assisting in haul road construction.

 

Equipment productivity was calculated on a per-shift basis considering the Project material and operating conditions. The productivity per shift and the tonnage requirements set the number of operating shifts needed per year to move the required material. Availability and utilization were applied to determine the required number of operating units. Haul truck productivity was based on detailed haul time simulations over measured haul profiles. Haul profiles were measured for each material type by time period, from each phase and storage location to each destination. Table 16.9 summarizes the mine mobile equipment fleet requirements for the mine life. In some years the mobile equipment on hand may be greater than the average fleet required; this results from the need to account for short-term fluctuations in equipment requirements.

 

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Table 16.9:      Major Mine Mobile Equipment Requirements

 

    Time Period
Equipment Type   PPQ -5   PPQ -4   PPQ -3   PPQ -2   PPQ -1   Yr1-Q1   Yr1-Q2   Yr1-Q3   Yr1-Q4   Yr2-Q1   Yr2-Q2   Yr2-Q3   Yr2-Q4
Cat MD6290 Blasthole Drill   0   0   0   1   1   2   3   3   3   3   3   4   4
Cat 994 Loader   0   1   2   2   2   2   3   3   2   2   3   4   4
Cat 789 Haul Truck   0   3   4   6   10   6   9   10   10   11   14   17   18
Cat D10 Track Dozer   3   5   5   4   5   4   4   4   4   4   5   4   4
Cat D6TLGP Dozer   0   0   0   0   0   1   1   1   1   1   1   1   1
Cat 16M Grader   2   2   2   2   2   3   3   3   3   3   3   3   3
Cat 777 Water Truck   0   1   1   1   2   2   2   2   2   2   2   2   2
Cat 990 Loader   1   1   1   1   1   1   1   1   1   1   1   1   1
Cat 740 Haul Truck   3   5   5   5   3   3   5   4   5   5   4   3   3
Cat MD 5150 Pioneer Drill   3   3   3   2   2   2   2   2   2   1   2   1   1
Cat 349 Excavator   1   1   1   1   1   1   2   2   2   2   2   2   2
TOTAL   13   22   24   25   29   27   35   35   35   35   40   42   43

 

    Time Period
Equipment Type   Yr3   Yr4   Yr5   Yr6   Yr7   Yr8   Yr9   Yr10   Yr11   Yr12
Cat MD6290 Blasthole Drill   5   5   5   5   5   5   5   5   3   2
Cat 994 Loader   4   4   4   4   4   4   4   4   3   2
Cat 789 Haul Truck   18   20   19   20   15   16   16   13   9   6
Cat D10 Track Dozer   4   5   4   3   3   3   3   3   2   2
Cat D6TLGP Dozer   1   1   0   0   0   0   0   0   0   0
Cat 16M Grader   3   3   3   3   3   3   3   2   2   1
Cat 777 Water Truck   2   2   2   2   2   2   2   2   1   1
Cat 990 Loader   1   1   1   1   1   1   1   1   1   1
Cat 740 Haul Truck   3   3   3   2   1   1   5   5   1   1
Cat MD 5150 Pioneer Drill   1   1   2   1   1   1   1   1   1   1
Cat 349 Excavator   2   2   1   1   1   1   1   1   1   1
TOTAL   44   47   44   42   36   37   41   37   24   18

 

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The requirements for mine supervision, operations, and maintenance personnel were calculated using the equipment list and mine schedule. For the first half of the mine life 36 salaried personnel were included for supervision, engineering, geology, and ore control; starting in Year 7, only 34 salaried personnel were included.

 

Mine operations and maintenance labor increases to 213 persons in the end of year two and stays between 213 and 230 persons until labor requirements begin to decline in Year 7. Maintenance personnel requirements are set to be around 50% of operations labor required. The salary and hourly staff requirements are provided in Table 16.10 and Table 16.11, respectively. Figure 16.11 presents the mine staffing graphically.

 

Table 16.10:      Salary Staff Requirements

 

    Time Period
Job Titles   Pre-Prod   Yr1   Yr2   Yr3   Yr4   Yr5   Yr6   Yr7   Yr8   Yr9   Yr10   Yr11   Yr12
Mine Manager   1   1   1   1   1   1   1   1   1   1   1   1   1
Secretary   1   1   1   1   1   1   1   1   1   1   1   1   1
Total   2   2   2   2   2   2   2   2   2   2   2   2   2
Mine Operations
Mine Superintendent   1   1   1   1   1   1   1   1   1   1   1   1   1
Mine Shift Foreman   4   4   4   4   4   4   4   4   4   4   4   4   4
Blasting Foreman   2   2   2   2   2   2   2   2   2   2   2   2   2
Mine Clerk   2   2   2   2   2   2   2   2   2   2   2   2   2
Mine Trainer   1   1   1   1   1   1   1   -   -   -   -   -   -
Mine Operations Total   10   10   10   10   10   10   10   9   9   9   9   9   9
Mine Maintenance
Maintenance Superintendent   1   1   1   1   1   1   1   1   1   1   1   1   1
Maintenance Shift Foreman   4   4   4   4   4   4   4   4   4   4   4   4   4
Maintenance Planner   1   1   1   1   1   1   1   1   1   1   1   1   1
Maintenance Trainer   1   1   1   1   1   1   1   -   -   -   -   -   -
Maintenance Clerk   2   2   2   2   2   2   2   2   2   2   2   2   2
Mine Maintenance Total   9   9   9   9   9   9   9   8   8   8   8   8   8
Mine Engineering
Senior Mine Engineer   1   1   1   1   1   1   1   1   1   1   1   1   1
Mining Engineer   2   2   2   2   2   2   2   2   2   2   2   2   2
Surveyor   2   2   2   2   2   2   2   2   2   2   2   2   2
Surveyor Helper   4   4   4   4   4   4   4   4   4   4   4   4   4
Mine Engineering Total   9   9   9   9   9   9   9   9   9   9   9   9   9
Mine Geology
Senior Mine Geologist   1   1   1   1   1   1   1   1   1   1   1   1   1
Mine Geologist   2   2   2   2   2   2   2   2   2   2   2   2   2
Geotechnical Engineer   1   1   1   1   1   1   1   1   1   1   1   1   1
Sampler   2   2   2   2   2   2   2   2   2   2   2   2   2
Mine Geology Total   6   6   6   6   6   6   6   6   6   6   6   6   6
Total Personnel   36   36   36   36   36   36   36   34   34   34   34   34   34

 

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Table 16.11:      Hourly Staff Requirements

 

    Time Period
Job Titles   PPQ -5   PPQ -4   PPQ -3   PPQ -2   PPQ -1   Yr1-Q1   Yr1-Q2   Yr1-Q3   Yr1-Q4   Yr2-Q1   Yr2-Q2   Yr2-Q3   Yr2-Q4
Mine Operations
Drill Operator   -   -   -   1   3   6   8   7   7   7   8   10   13
Loader Operator   -   2   5   5   6   5   7   7   6   6   9   10   10
Haul Truck Driver   -   4   13   19   31   17   27   33   33   35   43   54   56
Track Dozer Operator   4   6   12   11   11   11   10   10   10   10   11   10   10
LGP Dozer Operator   -   -   -   -   -   1   1   1   2   2   2   2   2
Grader Operator   2   3   4   6   5   6   6   6   7   7   7   8   7
Service Crew   10   15   26   26   26   26   26   26   26   26   26   26   26
Blasting Crew   4   6   6   6   6   6   6   6   6   6   6   6   6
Dispatch Operator   -   -   4   4   4   4   4   4   4   4   4   4   4
Laborer   2   6   6   6   6   6   6   6   6   6   6   6   6
Mine Operations Totals   22   42   76   84   98   88   101   106   107   109   122   136   140
Mine Maintenance
Mechanic   2   6   11   13   17   14   19   20   20   20   24   29   31
Mechanic's Helper   1   3   4   5   7   6   8   8   8   8   9   11   12
Welder   1   2   4   4   5   5   6   6   6   6   8   9   10
Fuel & Lube Crew   4   4   8   8   8   8   8   8   8   8   8   8   8
Tire Crew   4   4   8   8   8   8   8   8   8   8   8   8   8
Laborer   2   2   4   4   4   4   4   4   4   4   4   4   4
Mine Maintenance Totals   14   21   39   42   49   45   53   54   54   54   61   69   73
Total Labor Requirements   36   63   115   126   147   133   154   160   161   163   183   205   213
Maintenance / Operations Ratio   0.64   0.50   0.51   0.50   0.50   0.51   0.52   0.51   0.50   0.50   0.50   0.51   0.52

 

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    Time Period
Job Titles   Yr3   Yr4   Yr5   Yr6   Yr7   Yr8   Yr9   Yr10   Yr11   Yr12
Mine Operations                                        
Drill Operator   14   15   15   15   13   13   14   14   10   5
Loader Operator   11   11   11   11   11   11   10   10   7   4
Haul Truck Driver   57   64   60   63   46   50   50   42   28   17
Track Dozer Operator   10   11   10   7   6   6   6   6   5   5
LGP Dozer Operator   2   2   0   0   0   0   0   0   0   0
Grader Operator   7   8   7   7   6   6   6   5   5   2
Service Crew   26   26   26   26   26   26   23   21   9   9
Blasting Crew   6   6   6   6   6   6   6   6   6   6
Dispatch Operator   4   4   4   4   4   4   4   4   4   4
Laborer   6   6   6   6   6   6   6   6   6   6
Mine Operations Totals   143   153   145   145   124   128   125   114   80   58
Mine Maintenance                                        
Mechanic   30   34   30   33   26   27   26   22   14   11
Mechanic's Helper   12   13   12   13   10   10   10   8   6   4
Welder   9   10   9   10   8   8   8   7   5   4
Fuel & Lube Crew   8   8   8   8   8   8   8   8   8   8
Tire Crew   8   8   8   8   8   8   8   8   8   8
Laborer   4   4   4   4   4   4   4   4   4   4
Mine Maintenance Totals   71   77   71   76   64   65   64   57   45   39
Total Labor Requirements   214   230   216   221   188   193   189   171   125   97
Mine Maintenance/Operations Ratio   0.50   0.50   0.49   0.52   0.52   0.51   0.51   0.50   0.56   0.67

 

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Figure 16.11:      Salaried and Hourly Mining Personnel by Department by Year

 

 

 

16.7 External Haul Roads and Mine Sequence Drawings

 

The terrain in the area of the Stibnite Gold Project comprises steep-walled valleys and, as a result, initial haul road access to the upper benches of the open pits would require significant effort in road pioneering. Construction of these roads is planned ahead of phase mining so that access is available during scheduled mining. Designs of the initial access roads and other necessary external haul roads can be seen on the time sequence plans presented on Figure 16.12 to Figure 16.24, inclusively. Key details for each year of mining are provided with each figure.

 

Mining at the Project would begin in the Yellow Pine Deposit to target the lowest cost gold ounces. Yellow Pine is scheduled to be mined as quickly as possible because it contains the lowest cost ounces and also because the Yellow Pine pit needs to be available for backfilling with waste rock generated from West End, and to ultimately re-route the EFSFSR to its pre-mining vertical and horizontal alignments. The Yellow Pine pit is completed midway through year 7, at which time it begins to be backfilled with West End waste rock.

 

The mill requires 1,912,000 tons of oxide in the first year of production for plant ramp up. Following year 1, the mill requires at least 660,000 tons of oxide ore per year for processing during scheduled autoclave maintenance periods. A small initial phase targeting oxides is designed in the West End deposit, which contains the only oxide resource of the Project. This small phase contains enough oxide ore to feed the mill for five years before oxide ore is released from later West End phases. Waste produced from West End before the Yellow Pine pit is available for backfilling is stored in a small waste rock storage facility up the canyon from the West End open pit.

 

During pre-production, 8,710 kst of rock fill are required for the construction of the TSF starter embankment. This rock requirement necessitates mining more than just the primary Yellow Pine phase during pre-production. Waste rock is mined from Yellow Pine phases and a small phase in Hangar Flats to combine with SODA material to make up the construction requirements of the TSF in pre-production.

 

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The Main WRSF is located east and on the down-slope of the TSF embankment. It expands eastward from the TSF as the Historic Tailings are removed and reprocessed, ensuring additional buttressing of the TSF. Once the Historic Tailings are completely removed in year four, the Main WRSF is expanded to the final footprint so that the waste rock can be placed in lifts from lower to higher elevations. During mining, Yellow pine waste rock is planned to be preferentially sent to the lower elevation of the WRSF over the TSF except when the TSF embankment requires additional construction material.

 

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Figure 16.12:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Pre-Production

 

 

 

 

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Figure 16.13:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 1

 

 

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Figure 16.14:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 2

 

 

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Figure 16.15:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 3

 

 

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Figure 16.16:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 4

 

 

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Figure 16.17:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 5

 

 

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Figure 16.18:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 6

 

 

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Figure 16.19:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 7

 

  

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Figure 16.20:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 8

 

  

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Figure 16.21:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 9

 

  

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Figure 16.22:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 10

 

  

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Figure 16.23:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 11

 

 

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Figure 16.24:      Annual Open Pit and Waste Rock Storage Facility Plan – End of Year 12

 

 

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SECTION 17 TABLE OF CONTENTS

 

SECTION PAGE
17 RECOVERY METHODS 17-1
  17.1 Overview 17-1
  17.2 Mine Production Schedule Summary 17-4
  17.3 Process Description 17-4
    17.3.1 Crushing Circuit 17-5
    17.3.2 Grinding Circuit 17-6
    17.3.3 Flotation Circuit 17-7
    17.3.4 Gold Flotation Concentrate Oxidation Circuit 17-9
    17.3.5 Pressure Oxidation Products Handling 17-11
    17.3.6 Concentrate Leach and Carbon Handling 17-12
    17.3.7 Oxide Carbon-in-Leach and Tailings Detoxification 17-12
    17.3.8 Carbon Handling and Refining 17-13
    17.3.9 Historic Tailings Reprocessing 17-14
    17.3.10 Process Reagents 17-15
  17.4 Water Systems 17-17
  17.5 Process Air Systems 17-17
  17.6 Tailings Handling System 17-17
  17.7 Process Control Systems 17-18
    17.7.1 Process Control Architecture 17-18
    17.7.2 Process Control Philosophy 17-19

 

SECTION 17 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
Table 17.1: Major Process Equipment List and Estimated Connected Power Requirements 17-3
Table 17.2: Primary Crusher Feed Schedule with Process Elements of Interest 17-4
Table 17.3: Estimated LOM Capital and Operating Cost Summary for POX and BIOX 17-9
Table 17.4: Estimated Primary Reagent Consumption Rates 17-16

 

SECTION 17 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
Figure 17.1: Simplified Process Flow Diagram 17-2

 

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17 RECOVERY METHODS

 

17.1 Overview

 

The Stibnite Gold Project process plant has been designed to process both sulfide and oxide mineralized material from three deposits (Hangar Flats, Yellow Pine, and West End) as well as Historic Tailings from former milling operations. The design of the processing facility was developed based on the laboratory testing, summarized in Section 13, to treat an average of 22,046 st/d, 365 days per year for a total of 8.05 million tons per year.

 

ROM material would be crushed and milled, then flotation and hydrometallurgical operations would be used to recover antimony as a stibnite flotation concentrate (with some silver and minor gold), doré bars containing gold and silver, and small quantities of elemental mercury, collected in flasks, to prevent its potential release into the environment. Historic Tailings would be introduced into the ball mill during the first 3 - 4 years of operation. Tailings from the operation would be deposited in a geomembrane-lined TSF. A simplified process flow diagram is shown on Figure 17.1 and a list of major equipment, including the estimated connected power requirements, is shown in Table 17.1.

 

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Figure 17.1:     Simplified Process Flow Diagram

 

 

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Table 17.1:     Major Process Equipment List and Estimated Connected Power Requirements

 

            Estimated Connected
Power Required (kW)
No   Item   Description   Each   Total
1   Primary Jaw Crusher   Metso C200 Jaw Crusher; feed opening 79 in x 60 in;
160 in wide x 264 in long x 111 in high
  373.0   373.0
1   Cyclone Cluster   10 cyclones in cluster; gMax26 type        
1   Semi Autogenous Grinding (SAG) Mill   30 ft diameter x 16 ft effective grinding length   7,500   7,500
1   Ball Mill   24 ft diameter  x 40 ft effective grinding length   13,500   13,500
1   Cyclone Overflow Analyzer   On-Stream Analyzer        
5   Sb Rougher Flotation Cell   2,500 ft3 Tank Cell   90.0   450.0
6   Sb 1st Cleaner Flotation Cell   350 ft3 Tank Cell   18.7   112.2
4   Sb 2nd Cleaner Flotation Cell   180 ft3 Tank Cell   11.0   44.0
9   Gold Rougher Flotation Cell   17,650 ft3 SuperCell or similar   447.6   4028.4
7   Gold 1st Cleaner – Cleaner Scavenger  Flotation Cells   5,650 ft3 tank cell   186.5   1305.5
1   Gold Concentrate Thickener   100 ft diameter high – rate thickener   15   15
1   Autoclave   15.1 ft ID x 106 ft t/t; hemispherical heads;
brick lined, seven compartment, agitated
       
7   Autoclave Agitators       112   784
2   Flash Vessels   15.5 ft diameter x 28 ft high, brick lined        
3   Basic Ferric Sulfate (BFS)
Releach Tanks
  29 ft diameter x 31 ft high; Super Duplex Steel;
closed top; agitated
  37.5   112.5
2   Countercurrent Decantation (CCD) Thickeners   170 ft diameter high rate thickener   15   30
6   Neutralization Tanks   52 ft dia. x 54 ft high, four tanks of 316L,
two tanks of carbon steel; closed top, agitated
  75   450
1   Neutralization Thickener   150 ft diameter high-rate thickener   15   15
2   Concentrate Preconditioning Tanks   49 ft diameter x 51 ft high; carbon steel, agitated   18.7   37.4
4   Concentrate Leaching Tanks   52 ft diameter x 54 ft high; carbon steel, agitated   37.5   150
6   Concentrate CIP Tanks   20 ft diameter x 30 ft tank height; 2 ft freeboard;
carbon steel with pump cells
  37.5   375
2   Detox Tanks   40 ft diameter x 42 ft high   112   224
2   Oxide Conditioning Tanks   54 ft diameter x 56 ft height   112   224
6   Oxide CIL Tanks   54 ft diameter x 56 ft height   112   672
1   Carbon Regeneration Kiln   500 lbs/hr carbon throughput; electric fired;
1,290 F (design temp); 10 min retention at temp
  11.2   11.2
1   Elution Vessel   4 to 1 height to diameter ratio; CS;
300º F (design temp); propane heater
       
1   Fresh/Fire Water Tank   40.0 ft diameter x 42.0 ft high        
2   Lime Silo   54,000 ft3 bolted tank; 30 ft diameter x 76 ft
cylinder height 60º cone bottom
       
2   Lime Slaker Plant   Vulcan DV-225; 9 st/h detention-type
lime slaker system
  164.1   328.2
1   Oxygen Plant   27.8 st/h @ 95% purity; 82.4º F; 570 psig   13,000   13,000

 

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17.2 Mine Production Schedule Summary

 

A preliminary mine schedule, listing elemental concentrations of interest needed to drive the process design, is shown in Table 17.2. The data in Table 17.2 does not represent the final PFS mine schedule, as the final information was not available early in the process design studies; however, the elemental trends closely align with the final PFS data. Review of Table 17.2 indicates that the gold, sulfur, and calcium concentrations within the Project deposits are highly variable. The material to be processed early in the life of the operation is relatively high in gold and sulfur concentration; however, after year four, the blend trends toward lower gold and sulfur but higher calcium concentrations. These changes have important implications for the process plant design. In addition to the higher grade, freshly mined material from Yellow Pine, Historic Tailings would be added to the process at 10 - 15% of the total throughput during the first four years of the operation. The Historic Tailings are expected to average 0.03 oz/st gold and 0.4% sulfur, with a typical size of 80% passing 180 microns.

 

Table 17.2:     Primary Crusher Feed Schedule with Process Elements of Interest

 

Time

Period

 

Ore

(kst)

 

Au

(oz/st)

 

Sb

(%)

 

Sulfur

(%)

 

Calcium

(%)

-1   508   0.076   0.279   1.28   1.06
1   5,072   0.066   0.119   1.31   1.08
2   8,050   0.055   0.068   1.17   1.32
3   8,051   0.054   0.081   1.09   1.26
4   8,050   0.058   0.072   1.14   1.34
5   8,049   0.051   0.038   0.87   1.05
6   8,051   0.051   0.027   0.78   1.80
7   8,049   0.033   0.020   0.46   2.96
8   8,049   0.042   0.047   0.53   4.15
9   8,050   0.046   0.107   0.71   3.47
10   8,051   0.036   0.034   0.59   3.37
11   8,050   0.036   0.015   0.61   3.30
12   5,444   0.044   0.005   0.65   4.82
Total / Average   91,524   0.047   0.053   0.82   2.46

 

On average, 12% of the material shown in Table 17.2 would be processed through the antimony recovery circuit, with annual values ranging from approximately 27% in year one to less than 2% in year 12. Approximately 13.5% of the material noted in Table 17.2 is oxide and responds well to conventional cyanidation, but poorly to flotation. An additional 12% of the material noted in Table 17.2 is characterized as transition material and yields variable gold recoveries by both flotation and conventional cyanidation. The remaining 74.5% of the material noted in Table 17.2 is considered refractory to direct leaching to recover gold and silver but responds well to flotation to a concentrate.

 

17.3 Process Description

 

The flow sheets developed for the Stibnite Gold Project PFS are based on metallurgical test programs directed and supervised by Blue Coast Metallurgy (BCM); the metallurgical testing was primarily conducted by SGS Minerals Inc. (SGS). Previous testing to support the PEA was also supervised by BCM and conducted by SGS.

 

The process plant was designed to process 22,046 st/d through crushing, milling/grinding, flotation and tailings processing operations. Zones in both Yellow Pine (YP) and Hangar Flats (HF) contain sufficient antimony to warrant processing for antimony recovery. The antimony would be recovered as stibnite flotation concentrate and would be shipped off-site for further processing.

 

Metallurgical testing indicates that the refractory sulfides containing gold can be recovered to a flotation concentrate. The gold can then be liberated by oxidation of the sulfide minerals and recovered by cyanide leaching of the oxidation residue. Fully- and partially-oxidized material, also referred to as oxide and transition material, respectively, yield less consistent flotation recoveries; to improve metallurgical recoveries of gold and silver from the oxide and transition materials, the oxide and flotation tailings would be processed through a carbon-in-leach (CIL) process to recover cyanide-soluble gold not recovered in the flotation step. The gold produced as doré bars at site and containing gold and silver would be sold to third parties for further processing. Minor amounts of mercury are also present in the material to be processed; equipment would be installed to recover the mercury that is with the gold, transport it to a permitted off-site facility, prevent its discharge into the environment, and maintain a safe working environment for employees.

 

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Process design criteria were developed for each process area. Data used in the process design criteria are from various sources including:

 

1) PEA (SRK, 2012);

 

2) client provided historical data conducted by and for prior owners and operators of the Project;

 

3) metallurgical testing;

 

4) calculations;

 

5) vendor data or recommendations;

 

6) M3 database information;

 

7) industry practice;

 

8) handbooks;

 

9) assumptions based on experience; and

 

10) other reports and consultants.

 

The following sections provide a comprehensive summary of: the PFS process flowsheet based on the metallurgical testing and interpretation presented in Section 13; the major process equipment selected for the Project and a discussion of the alternatives considered; a description of the primary buildings required to support the major process equipment; and descriptions of the primary process support infrastructure including the water systems, process air systems and the tailings handling system. The layout of the facilities discussed in this section, and of the alternative layouts considered, is discussed in Section 18.

 

17.3.1 Crushing Circuit

 

ROM material would be delivered by mine haul truck to the primary crusher, or to one of four 100,000 ton capacity ROM stockpiles. The stockpiles provide surge for the high-antimony and oxide materials that can be campaigned through the process plant, and allow surge for blending of material for control of sulfide and carbonate concentrations.

 

The crushing circuit design was developed based on a 24 hour per day, 365 day per year operation at an average utilization of 75% yielding an instantaneous design-throughput of 1,225 st/h. ROM material would be dumped onto a grizzly screen and into the crusher dump hopper. A front end loader would be used to feed stockpiled material to the crusher as needed for blending. The dump hopper would have live capacity for one dump truck. A rock breaker would be installed at the dump pocket to handle oversize. An apron feeder would draw material from the dump hopper to feed a vibrating grizzly and grizzly oversize would feed the jaw crusher.

 

A trade-off study was completed to evaluate the economics and operational flexibility of various crushing and grinding options. The mill feed from the WE pit requires more energy for crushing and SAG grinding than the YP and HF mill feed. Crushing options evaluated included one jaw crusher, two jaw crushers, or a gyratory crusher. Grinding options included a single large SAG mill – ball mill circuit, one smaller SAG mill with pre-crush of harder WE material and conventional three-stage crushing. All of the combinations were evaluated in terms of projected capital and operating costs using a net present cost analysis with a 5% discount rate. The analysis indicated that a single large jaw crusher with a large SAG mill installed from the beginning of the operation had the lowest net present cost and requires no additional construction in the comminution circuit later in the mine life, which could be disruptive to the operation. It also has the benefit of enabling higher production rates in the early stages of mine life to shorten the payback period. Blending of HF and WE material was recommended to control hardness variations.

 

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A large jaw crusher was selected for the Stibnite Gold Project since both YP and HF ROM material are expected to contain a high percentage of fines and, as noted in Section 13, both have a relatively low crushing work index; the WE work index is characterized as average for gold deposits globally. Crushing simulations with vendor supplied software support the selection of a jaw crusher for the Project.

 

The primary crusher would be installed in a concrete and steel building with a 100 ft long x 40 ft wide x 128 ft high concrete dump pocket. The steel structure would be supported on concrete piers and include preformed insulated metal roof and wall panels; a 20-ton overhead bridge crane would also be included. The ROM material would pass two vibrating grizzlies then report to the primary jaw crusher; the crusher discharge and grizzly undersize would be transferred via conveyor to the coarse ore stockpile through a reinforced concrete tunnel. The crusher production rate would be monitored by belt scale and tramp iron would be removed using a magnet. A metal detector would also be installed on the stockpile feed conveyor. Water sprays would be installed at the crusher dump pocket and at material transfer points to reduce dust emissions.

 

The stockpile was designed to have a 12-hour live capacity, with approximately 33,000 st (1.5 days) of total capacity. Three feeders would be provided for material reclaim to the milling circuit. The stockpile would be covered to reduce dust emissions and to protection the material from inclement weather. A dust collector would be installed to control dust in the reclaim tunnel.

 

The crushed-ore stockpile building was designed as a domed structure with a 240 ft inside diameter at the concrete ring dome spring line. The concrete ring would be supported by 24 concrete piers, 18 ft-6 inches high, arrayed about the center of the dome on 15⁰ angles. The dome rises 92 ft-9 inches above the concrete ring and is comprised of coated metal tube framing with metal roof/siding attached to the metal framing. There would be four solid concrete 15⁰ segments evenly spaced around the perimeter of the dome for lateral purposes. The crushed ore stockpile would be reclaimed through a 20 x 20 x 160 ft concrete reclaim tunnel through two of the three draw-holes and belt-feeders; the belt feeders would transfer the material to the SAG mill feed conveyor, which transfers the crushed ore to the grinding circuit.

 

17.3.2 Grinding Circuit

 

The grinding circuit design was developed based on a 24 hour per day, 365 days per year operation with an average utilization of 92% yielding an instantaneous design-throughput of 998.5 st/h.

 

Reclaimed material, recycled pebbles, reagents and process water would be fed to the SAG mill circuit, and the SAG mill discharge would be screened and the screen undersize discharged to the grinding sump; screen oversize would be recycled to the SAG feed system. Grinding test work completed to date indicates that a recycle (pebble) crusher is not required for efficient processing during the early years of operation, but recycle pebble crushing may improve grinding circuit performance in the later years of operation, depending on the blend of HF and WE material.

 

The SAG screen undersize would be combined with the discharge from the ball mill in the cyclone feed pump box, then pumped to a cyclone cluster for classification. When Historic Tailings are processed during early years of the operation, the slurry from the plant would also flow to the cyclone feed pump box. Cyclone underflow flows by gravity to the ball mill; cyclone overflow, at 33% solids with a target size of 80% passing (P80) 75 microns, would be screened to remove tramp oversize and flow through a feed sample system and on to the antimony or gold rougher flotation circuit, depending on the antimony concentration of the material.

 

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The grinding circuit was designed to include one 30-ft diameter by 16-ft effective grinding length (EGL), 7,500 kW SAG mill and one 24-ft diameter by 40-ft EGL, 13,500 kW ball mill, based on results from JKSimMet simulations using the 75th percentile hardness data for the grind characteristics for each material type described in Section 13. The equipment is large, but considered proven in the industry.

 

The grinding building was designed as an enclosed steel and concrete building approximately 160 ft wide x 220 ft long x up to 140 ft high (at the ridge). The steel structure is supported on concrete piers and supports preformed insulated metal roof and wall panels. An on-stream analyzer that can provide metal and sulfur analysis would be included for circuit control. The grinding area floor would be concrete on grade with containment walls to contain spills within the floor area. The floor would be sloped to a trench that directs spillage to a sump that would pump the contained material back to the mill feed. A bridge crane would be provided to service the mill area and SAG and ball mill liner handlers are provided to facilitate mill liner maintenance.

 

17.3.3 Flotation Circuit

 

The flotation circuit consists of up to two sequential flotation stages to produce two different concentrates; the first stage of the circuit was designed to produce an antimony-rich concentrate, and the second stage was designed to produce a gold-rich concentrate. If the antimony content of the feed material is not in economic concentrations then the antimony circuit would be bypassed and a gold bearing sulfide concentrate would be the only concentrate produced by the flotation circuit.

 

17.3.3.1 Antimony Flotation

 

The test data used for the material balances to size the antimony flotation circuit are from the YP-high antimony and the HF-high antimony locked cycle test results described in Section 13.

 

Reagents are added to grinding to depress gold bearing sulfides prior to stibnite (antimony sulfide) flotation. Discharge from the grinding circuit flows to the antimony rougher conditioning tank where lead nitrate solution is added to activate the stibnite.

 

The conditioned pulp reports to the antimony rougher flotation bank where other flotation reagents are added as needed. The antimony rougher flotation circuit was designed to recover the stibnite into the rougher concentrate; the objective is for gold bearing sulfides not to be recovered at this point of the circuit. Antimony rougher tailings would be combined with antimony first cleaner tailings and pumped to the gold rougher conditioning tanks. The antimony rougher operation includes one bank of five 2,500 ft3 flotation cells with a total retention time of seven minutes. The plant cell selection was made considering a balance with the number of flotation cells in series to reduce the impact of short-circuiting, the maximum flow recommended for the flotation cells, and the desire to minimize the gold bearing sulfide flotation to the antimony concentrate.

 

Antimony rougher concentrate would be pumped to the antimony first cleaner conditioning tank where reagents could be added, as required, and the rougher concentrate would be mixed with antimony second cleaner tailings and discharge by gravity to the antimony first cleaner flotation. The antimony first cleaner operation includes one bank of six 350 ft3 flotation cells with a total retention time of seven minutes.

 

Antimony first cleaner concentrate is pumped to the antimony second cleaner conditioning tank where it is conditioned with reagents as needed prior to antimony second cleaner flotation. Antimony first cleaner tailings would be combined with antimony rougher tailings to feed the gold rougher conditioning tanks. Antimony second cleaner tailings would be pumped to the first cleaner conditioning. The antimony second cleaner operation includes one bank of four 180 ft3 flotation cells with a total retention time of seven minutes.

 

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The second cleaner concentrate is the final antimony concentrate and would be sampled, thickened, filtered, dried, stored and bagged for shipment. The antimony thickener was sized at 25-ft diameter based on thickening test results indicating a unit rate of 1.46 ft2 per ton per day of concentrate. The antimony concentrate filter and dryer were sized based on general vendor guidelines for similar material. Dried concentrate would be stored in a bin prior to bagging for shipment.

 

17.3.3.2 Gold Flotation

 

When low-antimony sulfide ore is processed by the grinding circuit, the ball mill cyclone overflow bypasses the antimony flotation circuit and feeds the gold rougher conditioning tank; when high-antimony sulfide ore is processing by the grinding circuit, antimony rougher tailings feeds the gold rougher conditioning tank. In the gold rougher conditioning tank, copper sulfate solution would be added to activate the sulfides; the conditioned pulp would discharge to the gold rougher flotation bank where additional flotation reagents would be added, as needed. The gold rougher flotation circuit was designed to recover the gold-bearing sulfides into the rougher concentrate; gold rougher tailings would flow to the neutralization tanks or the neutralization thickener. The gold rougher operation includes one bank of nine 17,650-ft3 flotation cells with a total retention time of 80 to 90 minutes. The plant cell selection was made targeting plant to lab retention time factor of 2.5 to 3.0 and considering a balance with the number of flotation cells in series to reduce the impact of short-circuiting, and the maximum sized flotation cell currently being manufactured.

 

Generally, when processing YP and HF material, the rougher concentrate grade is suitable for processing through the oxidation circuit directly and would advance to the gold concentrate thickener. Some YP and HF zones, and WE rougher concentrate, would need to be cleaned to reject carbonates or improve the concentrate sulfur grade for efficient processing through the oxidation circuit. If advantageous, rougher concentrate would be pumped to the gold first cleaner conditioning tank where flotation reagents could be added, if needed, and flow by gravity to the gold first cleaner flotation followed by the gold cleaner scavenger flotation. The gold cleaner and cleaner-scavenger operation includes one bank of seven 5,646-ft3 flotation cells with a total retention time of 75 minutes, which is approximately 2.5 times the laboratory retention time for the combined cleaner and cleaner scavenger operation.

 

The combined gold cleaner and gold cleaner scavenger concentrate or the gold rougher concentrate, when grade is high enough, flow to the concentrate sampler and discharge to the gold thickener. The thickener serves to adjust the pulp percent solids prior to the oxidation step for efficient pulp storage and to facilitate autoclave temperature control. Thickener overflow is returned to the process water system.

 

To size the concentrate thickening, storage and all downstream concentrate operations, a maximum mass pull of 20% of the rougher feed tonnage was assumed. In practice, if this mass pull could not be achieved and a concentrate grade of 5 to 6% sulfide sulfur maintained, then the mass pull would be reduced to maintain the target sulfide sulfur concentration in the autoclave feed. The target sulfide sulfur grade range of 5 to 6% was set to target auto-thermic autoclave operation and was determined based on experience at other operations.

 

The gold cleaner scavenger tailings would be sent through a cyclone with the coarse fraction being recycled to the primary milling circuit for additional grinding when processing low antimony material and the fine cyclone overflow reporting with the cyclone overflow to the trash screens.

 

A 200 ft long x 70 ft wide x up to 140 ft high building was designed to house both stages of the flotation circuit. The structure would be supported on concrete piers that support preformed insulated metal roof and wall panels. Two 20-ton overhead bridge cranes, one for each side of the building, are planned. In addition to housing the antimony and gold flotation cells, the structure supports the antimony concentrate thickening, and the pressing and drying facilities.

 

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17.3.4 Gold Flotation Concentrate Oxidation Circuit

 

The primary product from the gold flotation circuit is an auriferous pyrite concentrate; arsenopyrite and arsenian pyrite are also present in the concentrate. In order to liberate finely encapsulated gold particles in the concentrate, it must be oxidized. The products of oxidation are generally ferric arsenate (scorodite) and sulfuric acid; liberated gold and silver are present within the solids.

 

17.3.4.1 Oxidation Circuit Trade-Off Study

 

Four methodologies were considered viable technologies for oxidizing the gold concentrate: pressure oxidation using an autoclave under high oxygen pressure (POX); biological oxidation (BIOX) using bacteria in reactor tanks via the proprietary BIOX® technology of Biomin South Africa Pty (Biomin); Xstrata Plc’s Albion Process (Albion) and roasting. Roasting and Albion were evaluated using historically available test work from the Project, and generic results available from other projects, respectively; no testwork was completed for these methodologies as part of the PEA or PFS given the anticipated complexities and costs for these processes. POX and BIOX were evaluated with the support of a comprehensive metallurgical testing program for each technology and a technical trade-off study that was developed with supporting design and cost information from M3 and Biomin.

 

The POX/BIOX trade-off study included detailed metallurgical recovery estimates based on test work from all three deposits that make-up the Stibnite Gold Project, capital and operating costs estimates, environmental and closure considerations, technical risk, permitability and other considerations. Design criteria were compiled for the POX option by M3 while Biomin provided the design criteria, equipment list, and pricing for the BIOX option. M3 prepared flowsheets for the POX and BIOX options so that equipment lists could be compiled. Independent pricing was solicited for POX and BIOX capital equipment. General arrangement drawings were prepared for each option so that material take-offs for foundations and structural steel.

 

The trade-off study results indicate that the POX option is the most economical alternative, has lower technical risk, more certain and improved environmental outcomes, and has been permitted in the US for a number of gold operations. Table 17.3 summarizes the estimated range of potential capital costs, operating costs and life-of-mine unit operating costs for POX and BIOX. The numbers are comparative; consequently, contingency was not included or deemed necessary in the estimates.

 

Table 17.3:     Estimated LOM Capital and Operating Cost Summary for POX and BIOX

 

Oxidation Option   Capital Cost     LOM Operating Cost     Operating Cost per Ton of Concentrate  
POX   $ 93,948,000     $ 476,809,000     $ 52.57  
                         
BIOX1   $ 85,413,000     $ 784,379,000     $ 86.48  
BIOX2   $ 144,258,000     $ 784,379,000     $ 86.48  
BIOX3   $ 163,215,000     $ 784,379,000     $ 86.48  

 

Notes:

(1) Biomin CAPEX less CCD and neutralization section, Biomin equipment pricing, Biomin construction factors.
(2) M3 CAPEX less CCD and neutralization section, Biomin equipment pricing, M3 take-off & construction factors.
(3) M3 CAPEX less CCD and neutralization section, M3 equipment pricing, M3 take-off & construction factors.

 

Biomin’s capital cost estimate for the BIOX option is appreciably lower than M3’s engineering build-up; whether the CAPEX lies closer to Biomin’s estimate or M3’s, the operating cost is significantly lower for pyrite oxidation using POX versus BIOX. The operating cost for the BIOX process is higher due to higher cyanide consumption and higher limestone consumption. The BIOX cyanide consumption is higher due to the reaction of cyanide and reduced sulfur species that form thiocyanates. In the POX process, the sulfur is primarily oxidized to sulfate and so the formation of thiocyanate is much lower. The limestone consumption for BIOX is higher since it is necessary to add limestone to the BIOX reactor to control the acid concentration during the BIOX reaction. For the POX process, limestone is not required since most of the acid generated during the oxidation is neutralized by the flotation tailings.

 

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It may be possible to lower the BIOX operating costs by using onsite mining of limestone for pH control during oxidation within the reactors; however, analysis indicates this improvement only partially closes the gap and is at the expense of requiring a limestone process facility including plant operators, extra power, spare parts and maintenance.

 

The POX alternative provides a robust process to oxidize concentrate with a retention time in the autoclave of one hour compared to five days in the BIOX reactors. The risk for prolonged downtime for a technical issue with the oxidation circuit is higher for POX than for the BIOX equipment, which by its nature is simpler; however, the delicate conditions required to keep the bacterial culture alive and at peak efficiency has been a risk experienced with previous bio-oxidation operations and offsets this advantage.

 

The other risk factor for the two processes is that of gold recovery. Pressure oxidation is a high-energy oxidation that reaches nearly complete oxidation of sulfides. The BIOX process works on a bench scale but, in practice, with concentrate spread between 48 large reactor tanks, the opportunity for short circuiting and scale-up inefficiencies to produce lower-than-expected recoveries is a risk that has to be considered and has been experienced at operations in other locations. In order to determine risks, pilot testing of the BIOX process or evaluation of data from operating plants would have to be conducted to determine if the batch test oxidation recoveries hold up on a larger continuous scale; there is risk that bio-oxidation recoveries would diminish in practice. While one of the recommendations in this PFS is for pilot testing the POX process, this is not related to recoveries, where the risk is seen as low based on the extensive test work completed to date with consistent results, rather it is intended to provide additional information for environmental and neutralization conditions.

 

17.3.4.2 Pressure Oxidation Circuit

 

Two concentrate surge tanks provide approximately 16 hours of live surge and blending as a buffer between the circuits. Discharge from the surge tanks is pumped through a trash screen to the autoclave feed tank, located near the autoclave. The autoclave feed tank provides about one hour of live surge near the autoclave and allows the operator better control of the autoclave feed. When processing cleaner concentrates, the autoclave feed tank would also blend second stage counter-current decantation (CCD) thickener underflow with the cleaner concentrate to reduce the sulfide concentration to the target range of five to six percent. The recycle would allow the autoclave to run at a higher percentage of solids concentration and reduce problems with scale formation.

 

Two independent trains of two pumps in series are provided to feed the autoclave. The first stage of each train is a centrifugal booster pump; the second stage of each train is a positive displacement pump. During normal operation, both pump lines would be in operation. When one pump line is down for maintenance, the second pump line would continue to operate with a maximum capacity of 75 to 80% of required volume. During this time, the gold concentrate surge tank would contain the surplus flow.

 

The autoclave would normally operate at 428˚F and 425 psig. The autoclave is designed to oxidize to sulfate 12.7 st/h of sulfide sulfur. Concentrate would be pumped into the first and largest compartment of the autoclave, containing four agitators. Pulp discharge from the first compartment flows through the remaining three compartments in series, each with one agitator. The nominal retention time of the autoclave is 60 minutes and the design sulfide sulfur oxidation is +99%. The estimated oxygen utilization is 90% due to the relatively low carbonate concentration of the feed. The target autoclave feed sulfide sulfur grade is 5.0 to 6.0% in order to achieve autothermic conditions and avoid the use of cooling water. The gold flotation concentrate has been thickened to approximately 50% solids prior to the autoclave so the autoclave feed percent solids can be controlled to facilitate autoclave temperature control. Cooling water can also be pumped to the autoclave as needed for the final temperature control. A vendor package plant would provide 670 st/d of oxygen gas at 95% purity. Steam generators are provided for initial autoclave heat up and to add heat to the process during upset conditions.

 

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Sizing of the autoclave is based primarily on the rate that sulfide sulfur is fed to the autoclave. For the PFS design, the autoclave design is based on a sulfide sulfur feed rate of 12.7 st/h. This value is approximately 30% higher than the PEA design value. The relatively high sulfide sulfur feed rate for the PFS is a result of the sulfur feed grade variation shown in Table 17.2. As noted in Table 17.2, the higher grade gold is also higher in sulfide sulfur and the autoclave must be designed to process this high sulfur material. The autoclave is designed to operate at 5 - 6% sulfide sulfur concentration and 50% solids by weight. The relatively high percent solids in the autoclave feed does not significantly increase the autoclave size, but provides the benefits of an autothermic operation at lower sulfide sulfur concentration and reduced scaling due to the high solids content of the feed. At the stoichiometric requirement of 1.87 tons of oxygen per ton of sulfide sulfur, and estimated 90% oxygen utilization, the oxygen requirement is 27.9 st/h of gas at 95% oxygen for the design throughput. Design conditions of one hour of retention time and cooling water addition for process control result in a live reactor volume of approximately 15,700 ft3. The total reactor volume allowing for head space and an estimated operating level of 83% results in a total volume of 18,900 ft3. The resulting internal dimensions of the autoclave are 15.1 ft diameter (inside brick) and 106 ft in length (tangent to tangent) with an overall length of 114.3 ft.

 

Autoclave discharge would flow through two flash vessels in parallel. Slurry discharge from the flash vessels would flow by gravity to the basic ferric sulfate (BFS) re-leach tanks. The BFS re-leach is required to dissolve basic ferric sulfate [FeSO4(OH)] precipitated during the autoclave operation. The three tanks in series would provide a total retention time of approximately 6 hours for this operation. Flash vessel gas phase discharge would be scrubbed in a single stage venturi scrubber and discharge to the atmosphere. Depending on operating conditions, approximately 15%, or 50 st/h, of the autoclave feed moisture would be lost in this stream as steam.

 

The gold concentrate surge tanks were designed to be 49 ft diameter x 51 ft tall, carbon steel tanks that feed the autoclave feed tank that feeds the autoclave housed in the autoclave building. This structure is an L-shaped steel and concrete structure supported on concrete piers and supports preformed insulated metal roof and wall panels. There is one 10-ton overhead bridge crane. One branch of the L-shaped building is approximately 180 ft long x 60 ft wide x 67 ft high (at the peak). It houses the autoclave and supporting tanks and vessels. The other leg is 80 ft long x 60 ft wide x 30 ft high; this wing houses the site assay lab, the steam plant, and an electrical room.

 

The slurry from the autoclave flows to the two exterior mounted flash vessels, and from there to the BFS re-leach tanks. After stepping through each of the three tanks, 29 ft diameter x 31 ft high, the slurry flows by gravity to the CCD thickeners. The average annual pressure oxidation circuit utilization was estimated to be 85%.

 

17.3.5 Pressure Oxidation Products Handling

 

Acid and soluble salts produced during the oxidation process would be separated from the solids in the CCD circuit. A two-stage CCD circuit with a wash ratio of 6:1 is planned. The wash water supplied to the CCD system would be process water with a neutral pH. The CCD thickeners would be high-rate thickeners. CCD thickener underflow would advance by pumping from thickener to thickener; CCD thickener overflow would be cooled in spray towers and advance to neutralization. Two cooling towers are required to provide the cooling. Since the solutions treated are nearly saturated, solids would precipitate during the cooling process. A spare cooling tower is installed to allow shutdown on a regular basis for routine cleaning and maintenance. During operation with high sulfur feed to the autoclave, approximately 50 st/h of water would be evaporated in the cooling tower operation.

 

To neutralize the CCD overflow, gold flotation rougher tailings would be mixed with the cooled CCD solution in six neutralization tanks arranged in series. Each tank is designed with a 1-hour retention time with full solution and tailings flow. The carbonates in the flotation tailings would react with the acid to precipitate metal sulfates and hydroxides in the first two stages. The quantity of tailings added to the CCD solution can be adjusted so the pH can be controlled at 2.5 in the first two stages, 5.0 in the third and fourth stages, and 7.5 to 8.0 in the last two stages. Depending on the feed blend and the sulfide and carbonate concentrations, materials treated early in the life of the operation may generate more acid than can be neutralized by the carbonate in the tailings. During these periods, lime would be added to the third tank to adjust the pH to 5.0. To complete the neutralization process lime would also be added to the fifth tank to adjust the pH to 7.0 to 8.0 prior to the neutralization thickener. Air would be sparged to the neutralization tanks to facilitate removal of carbon dioxide gas evolved during the reactions. The tanks would be covered and the discharge gas would be routed to a scrubber.

 

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Slurry discharge from the neutralization tanks would be thickened in a high-rate thickener for water recovery. Thickener overflow would be pumped to the process water tank. Thickener underflow would flow to the tailings sump and be pumped to the TSF or the flotation tailings leach circuit, depending on the leachable gold concentration of the neutralization thickener underflow.

 

The CCD area consists of two high rate thickeners 170 ft in diameter in a concrete containment area. The overflow of the CCD thickeners goes through three cooling towers on its way to the neutralization tanks and then to the neutralization thickener. The neutralization tanks are six tanks 48 ft in diameter x 50 ft high. The first two tanks are open-topped and the other four are closed-top; all are agitated and they are located in a concrete containment area. The neutralization thickener is 136.6 ft in diameter with a 10-ft sidewall in a concrete containment area. Underflow from the neutralization thickener reports to the CIL tanks or to the tailings pump building. The underflow from the CCD thickeners reports to the pre-conditioning and leaching tanks.

 

17.3.6 Concentrate Leach and Carbon Handling

 

The second stage CCD thickener underflow would be pumped to two 49 ft diameter x 51 ft high pre-conditioning tanks; the slurry would be neutralized with lime with a total retention time of 10 - 12 hours. Slaked lime would be added to adjust the pH to 10.5 - 11.0 prior to cyanidation. The pre-conditioning tanks would overflow by gravity to four 52 ft diameter x 54 ft high leach tanks in series that would provide a total of 24 hours of retention time for the concentrate leach step. The tanks are designed to be stepped down, promoting gravity flow through each of the tanks.

 

Cyanide solution would be added to the first leach tank and air would be added to each tank to facilitate gold leaching. After leaching, the pulp would flow by gravity to the six 20 ft diameter x 32 ft high CIP tanks. A Kemix pumpcell CIP system is planned. The pumpcell system was selected to minimize gold inventory considering the high-grade concentrate leach system. Leached pulp would flow by gravity to the pumpcell feed launder. The feed launder valve arrangement would direct the flow of pulp into the desired pumpcell. Six CIP tanks in series would be provided to process flotation concentrate. Concentrate CIP tailings would be pumped to the CIL tanks. The hybrid system would allow cyanide in the CIP tailings to be used to leach gold remaining in the flotation tailings and the CIL tanks would allow additional adsorption contact to maximize soluble recovery.

 

17.3.7 Oxide Carbon-in-Leach and Tailings Detoxification

 

While the majority of the mineral resources and reserves at the Stibnite Gold Project are strongly refractory, non-refractory material is present in all three deposits, and in the Historic Tailings. To recover gold from non-refractory material in the flotation tailings, and in oxide material that would be processed during oxidation circuit scheduled maintenance periods, a CIL circuit was included in the design of the process plant.

 

Underflow from the neutralization thickener would be conditioned with lime in two 54 ft in diameter x 56 ft high oxide-conditioning tanks in series with a total retention time of 5 hours; slaked lime would be added to adjust the pH. Slurry from the pre-conditioning tanks would flow by gravity to the CIL tanks where it would be mixed with the tailings from the CIP circuit. Mixing the two streams would allow extended leaching of the flotation concentrate and use of the residual cyanide in the concentrate leach stream to leach the oxide material. Six 54 ft in diameter x 56 ft CIL tanks in series would provide approximately 14 hours of retention time for the combined neutralization thickener underflow and concentrate leach tailings streams.

 

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Additional cyanide solution and compressed air could be added to the CIL tanks to facilitate gold leaching. Barren carbon from the elution circuit would be added to the tailings CIL and the loaded carbon from this scavenger stage would advance to the concentrate CIP tanks. Each CIL tank would be equipped with one operating Kemix-type carbon screen with approximately 270 ft² of screen area and one carbon advance pump. A monorail hoist is provided at each tank to facilitate screen changes. One standby screen is provided to allow one screen to be pulled from the process and cleaned daily. A mobile crane would be used to relocate the spare screen. CIL tailings would be screened on single-deck vibrating safety screens. Safety screen undersize would flow by gravity to the detoxification system.

 

Tailings from the CIL would be treated to reduce the cyanide concentration prior to discharge. In the cyanide oxidation tanks, weak acid dissociable (WAD) cyanide would be oxidized to the relatively non-toxic form of cyanate using sodium metabisulfite solution and air. Copper is normally added as a catalyst, but more than adequate copper has been added to the flotation step as an activator, so no additional copper sulfate is expected to be consumed in the detoxification process. Milk of lime would also be added to maintain a slurry pH in the range of 8.0 to 9.0. Air required for the reaction would be sparged below the tank agitators. Two 40 ft diameter x 42 ft high tanks in parallel, and in a concrete contained area, would provide a total retention time of approximately two hours for the detoxification operation. The SO2-air method for detoxifying the tailings was shown to be effective based on the laboratory results presented in Section 13.

 

The detoxification circuit would reduce cyanide concentrations in the tailings slurry to less than 50 ppm WAD cyanide before being transported to the TSF. This WAD cyanide concentration target is based on guidance from the International Cyanide Management Institute (2002) as the concentration is generally accepted to protect birds, other wildlife and livestock from the adverse effects of cyanide process solutions; a lower concentration could be targeted, if required. A lower concentration may also be required to ensure high sulfide recovery in the flotation process. Since tailings reclaim water would be recycled to the mill, and the mill process includes sulfide flotation, cyanide must be reduced to low levels for efficient processing by flotation. Other processes in the TSF, including natural oxidation by UV radiation from sunlight, will continue to reduce the cyanide concentration in the tailings supernatant.

 

17.3.8 Carbon Handling and Refining

 

Loaded carbon from the CIP or CIL process would be screened and washed using a single-deck vibrating screen. Screen oversize would flow to the acid wash column and screen undersize would be returned to the CIP or CIL circuit for recovery of soluble metals. The acid wash and elution vessels would each have a 7-ton carbon capacity. Nominally 7 tons of carbon would be advanced daily allowing a loaded carbon concentration, of from 100 - 200 oz/st, depending on the feed grade. The estimated gold loadings are reasonable since the loaded carbon would be processed through the concentrate CIP process and minimal silver or copper would be recovered.

 

During the acid wash process, solution would be circulated and nitric acid would be added to the system to maintain the solution pH. Nitric acid is used to limit chloride ion use and build up in the system; chloride ions can cause autoclave corrosion. The nitric acid added would react with calcium carbonate that is adsorbed on the carbon and help maintain the carbon activity. The acid wash solution would be circulated to the acid wash circulation tank. When the acid wash is complete, the acid would be rinsed from the carbon with fresh water and solution would be diverted to the neutralization tank where it would be mixed with caustic to a safe pH. An exhaust fan and scrubber are provided to control hydrogen cyanide gas that is generated during the acid wash process.

 

Acid-washed carbon would be transferred to the elution vessel where it would be stripped of precious metals by the pressure Zadra method. Electrolyte would be pumped from the strip solution tank through heat exchangers to the elution vessel; heat would be added to the system as needed by a propane fired strip solution heater and the primary heat exchanger. From the elution vessel the pregnant electrolyte would flow through heat exchangers to the electrowinning feed tank and the three electrowinning cells, each with 2,000-amp rectifiers. Electrowinning cell tailings flow to the barren eluate tank and would be pumped back to the strip solution tank to complete the solution circuit. The precious metals and mercury recovered from the carbon would be plated onto stainless steel cathodes and recovered periodically in the refinery and pumped to a sludge filter.

 

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The precious metal filter cake would be dried in the retort and the minor amounts of mercury that may be present in the sludge would be volatilized and recovered from the retort to ensure it does not enter the environment. Recovered mercury would be stored onsite in metal flasks prior to shipping to a safe disposal site or sold. Precious metals remaining in the dried sludge would be mixed with flux and melted in an induction furnace and poured into precious metal doré bars. Off gasses from the electrowinning cells and retort would be mixed and processed through a demister and carbon adsorption vessel. Off gasses from the induction furnace would go through a baghouse, HEPA filter, and carbon adsorption vessel. The planned retort has a 10 ft³ capacity and is electrically heated. The refining furnace is a 175 kW electric induction furnace. A vault for secure doré storage is included in the refinery building.

 

Stripped and acid-washed carbon would be transferred to the kiln feed screen. Screen oversize would flow to the kiln feed bin and a screw feeder would feed the carbon to the kiln. The kiln would dry the carbon and heat it 1,290 ˚F for 10 minutes. Regenerated carbon would be returned to the CIP or CIL circuit via the carbon-sizing screen. The kiln has a design throughput of 6 tons of carbon per day. Considering the flotation reagents used, reactivation of a high percentage of the carbon is recommended.

 

The carbon handling and refinery area was designed as a single, 60 ft x 120 ft x 45 ft high building with two distinct areas and construction types. The ADR area is a steel and concrete building that houses the carbon regeneration kiln, the acid wash column, and all the tanks and vessels required for stripping the precious metals out of the electrolyte solution and feeding the refinery. The steel structure is supported on concrete piers and supports preformed insulated metal roof and wall panels. The refinery was designed as a masonry structure, 48 ft x 120 ft x 16 ft high. The refinery area contains the electrowinning cells, the mercury retort and the furnace.

 

17.3.9 Historic Tailings Reprocessing

 

Metallurgical testing indicates that the Historic Tailings contain significant recoverable gold; moreover, as detailed in Section 14, the average grade of the tailings is well above the economic cut-off grade. Since the tailings are within the design-footprint of the Main WRSF they have to be removed early in the mine life in order to allow the placement of waste rock from the Project.

 

M3 conducted a trade-off study to evaluate various methods of collecting the Historic Tailings and delivering the material to the process plant; three methods were considered: excavation, dredging, and hydraulic mining. Two transportation methods, trucking and slurry-pumping, were considered to get the material to the grinding circuit. Excavation of the material, trucking to a screening plant for re-pulping, and pumping the slurry to grinding circuit was selected as the method best suited to the material handling and environmental challenges posed by the operation.

 

The Historic Tailings would be mined by mechanical equipment and hauled to the re-pulping plant by trucks. Trucks would dump the material onto a grizzly screen and into the feed hopper. An apron feeder would feed a vibrating screen and screen oversize would drop to a containment bunker for periodic removal. Water would be added at the vibrating screen to facilitate the re-pulping process. Screen undersize would discharge to a sump and sump discharge would be pumped to the process plant.

 

Water for the Historic Tailings re-pulping system would be provided from the tailings reclaim water system. Water sprays would be added to the screen where needed to re-pulp the tailings material. An air compressor and instrument air dryer would be installed for operation and maintenance. A mobile crane would be available for maintenance of the equipment.

 

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Based on the PFS mine schedule presented in Section 16, the ±3 million tons of Historic Tailings have to be moved within the initial 4-years of operation to avoid conflicts with the waste rock storage schedule. Based on an estimated availability of 75%, the tailings re-pulping facility was designed with an instantaneous throughput of 115 st/h.

 

17.3.10 Process Reagents

 

Reagents requiring handling, mixing, and distribution systems are summarized in Table 17.4; the table also includes estimated reagent consumption rates for full-scale plant operation, which have been estimated based on metallurgical testing results.

 

The dry reagents would be stored under cover, then mixed in reagent tanks and transferred to distribution tanks for process use. The reagent building would be a steel-framed structure with metal roofing; metal siding would be installed to keep reagents dry and protected from the sun. The floors would be slab-on-grade concrete with concrete containment walls to capture spills.

 

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Table 17.4:     Estimated Primary Reagent Consumption Rates

 

        Yellow Pine   Hangar Flats   West End   Historic
Tailings
        High Sb   Low Sb   High Sb   Low Sb   Sulfide   Oxide   Low Sb
Reagent   Use in Process Plant   lb / ton   lb / ton   lb / ton   lb / ton   lb / ton   lb / ton   lb / ton
Pebble Lime
(CaO)
  Neutralization pH control, conditioning,
leach and detox, pyrite depressant
  17.6   17.2   15.0   14.4   14.4   4.0   7.0
Lead Nitrate
(Pb(NO3)2)
  Antimony activator   0.71   0.00   0.71   0.00   0.00   0.00   0.00
Aerophine 3418A   Antimony collector   0.03   0.00   0.04   0.00   0.00   0.00   0.00

Copper Sulfate

(CuSO4)

  Sulfide activator and detox catalyst   0.90   0.40   0.55   0.90   0.50   0.00   0.40
Potassium Amyl
Xanthate (PAX)
  Sulfide collector   0.43   0.27   0.33   0.52   0.47   0.00   0.22
Methyl Isobutyl
Carbinol (MIBC)
  Frother   0.08   0.08   0.09   0.06   0.05   0.00   0.06
Sodium Cyanide
(NaCN)
  Gold and silver complexing agent,
pyrite depressant
  1.0   0.80   1.0   0.80   0.80   0.80   0.80
Flocculant   Promote settling   0.13   0.13   0.13   0.13   0.13   0.07   0.07
Activated Carbon   Recover soluble gold and silver   0.10   0.10   0.10   0.10   0.10   0.10   0.10
Sodium Metabisulfite
(Na2S2O5)
  Oxidize free and WAD cyanide   3.0   3.0   3.0   3.0   3.0   3.0   3.0
Nitric Acid
(HNO3)
  Decalcify activated carbon   0.08   0.08   0.06   0.06   0.05   0.05   0.04
Caustic (NaOH)
(sodium hydroxide)
  Carbon acid wash neutralization   0.07   0.07   0.06   0.06   0.05   0.05   0.05

 

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17.4 Water Systems

 

Two types of water systems are required for the Stibnite Gold Project process plant: fresh water and process water.

 

Fresh water for the Project would be supplied from groundwater wells located within the Meadow Creek valley alluvial deposits. Water from the wells would be pumped to the freshwater tank, which also serves as the firewater tank; fresh water in the tank would be distributed to and used for:

 

· the freshwater distribution system;

 

· the fire water pipeline loop;

 

· the gland seal water tank and pumped by horizontal centrifugal pumps to be used as seal water for mechanical equipment;

 

· the mine water trucks to be used in road dust control; and

 

· the process use points (e.g. crusher dust suppression, reagent mixing, etc.).

 

Process water would be reclaimed from several locations and returned to the process water tank. Overflow from the neutralization thickener, gold concentrate thickener and the antimony concentrate thickener would be pumped to the process water tank. Water reclaimed from the TSF, stormwater pond, and pipeline maintenance ponds would also be returned to the process water tank.

 

17.5 Process Air Systems

 

Several of the agitated process tanks require injected air provided by blowers, including the neutralization tanks, pre-conditioning and leaching tanks, and pre-conditioning and CIL tanks for oxide. Each of these systems has a dedicated blower and installed spare to provide the necessary volume and pressure of air for the process.

 

Gaseous oxygen is provided to the autoclave at pressure of 570 psig to facilitate oxidation of the sulfides to liberate the precious metals. The oxygen would be supplied from a vendor-supplied oxygen plant located near the autoclave building.

 

17.6 Tailings Handling System

 

M3 conducted a study to evaluate the methods to pump the tailings from the process plant to the TSF. The design basis involved pumping approximately 6,000 gallons per minute of tailings with 55% solids and a specific gravity of 1.53 a vertical distance of 440 feet (starter dam) to 650 feet (final dam) and a horizontal distance of approximately 19,000 feet (starter dam) to 23,000 feet (final dam). Capital and operating costs for horizontal centrifugal and positive displacement pumps were compared and the centrifugal pumps were selected on the basis of lower life-of-mine cost, primarily due to lower initial capital cost. Various pipe types and configurations were evaluated in terms of calculated pressure and friction losses. HDPE-lined carbon steel pipe was selected for the tailings pipe from the process plant to the TSF because it was the lowest cost alternative that could handle the pressure and reduce friction losses.

 

The tailings would be pumped using six horizontal centrifugal pumps connected in series to lift the tailings to the starter dam crest elevation of approximately 6,873 feet amsl. Six spare pumps would be installed in series to enable continued pumping if one of the pumps in the initial series should fail. The tailings would be transported in HDPE-lined carbon steel piping 24 inches in diameter in a lined trench or, when buried, in a containment sleeve. The pipeline is routed west from the thickener and crosses EFSFSR after approximately 500 feet. The pipeline routing then parallels the waste haulage road and then climbs up the slope on the northern side of the Meadow Creek valley, parallel to the surface water diversion around the WRSF. Additional information on the configuration and management of the TSF is provided in Section 18.

 

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Supernatant from the TSF would be reclaimed and pumped via three barge-mounted vertical turbine pumps and pipeline to the process water tank located in the process plant area; the reclaim water pipeline would share the same secondary containment as the tailings pipeline. The TSF impoundment must be raised periodically to provide additional tailings capacity; the tailings pipeline would be relocated and extended to accommodate these raises. One additional pump and one spare would need to be added to the tailings pumping system as the TSF dam rises to its ultimate height of approximately 7,060 ft amsl.

 

The initial routing of the pipeline (and waste haulage road) transects the ultimate Hangar Flats open pit and must be moved to circumvent the pit when mining begins to encroach; Meadow Creek also has to be realigned since it transects the ultimate Hangar Flats pit. The pipeline, road, and Meadow Creek diversion would all be moved concurrently to be outside of the ultimate Hangar Flats pit.

 

The tailings pumping system would be housed in an 80 ft x 125 ft x 40 ft high steel-framed building supported on concrete piers with preformed insulated metal roof and wall panels. There is an overhead bridge crane for pump maintenance.

 

17.7 Process Control Systems

 

The Stibnite Gold Project process plant design includes an integrated process control system consisting of three tiers of control and monitoring systems. A conceptual description of the control architecture is provided below, followed by a conceptual control philosophy that depicts the level of automation and the principles that would guide decisions concerning instrumentation and control design in the next phase of this Project.

 

17.7.1 Process Control Architecture

 

Process control for the process plant would be accomplished by a multi-tiered monitoring, control, and recording system using an Ethernet backbone. The fiber optic network would be arranged in dual self-healing ring configuration for redundant peer-to-peer communications and control. The redundant fiber optic communication modules protect the integrity of the Ethernet network by maintaining network communications, even with a failure of a fiber path. The functions of the network include data collection and control on a single high-speed network, with tie-in to the plant management system. The devices on the network include servers, workstations, switches, Programmable Logic Controllers (PLCs), and Human-Machine Interfaces (HMIs).

 

The control system consists of three levels of control: local control, PLC control, and Process Control System (PCS) control. Local control of each piece of driven machinery is from a local hand control station, typically a station with Start and Stop pushbuttons. Field Stop pushbuttons are hard-wired directly to the motor control centers (MCC) to operate independent of the control system or selector switch position. Likewise, personnel safety features, such as conveyor pull cords, are directly connected to the motor controls. Each piece of driven machinery is equipped with a Local/Off/Remote selector switch located in the MCC. The selector switch is arranged to provide bump-less control between the local Start/Stop pushbuttons when in the Local position, and the PLC control system when in the Remote position.

 

PLCs control the process equipment when the local control switch is in the “Remote Mode”, and provide monitoring and control of the equipment. PLCs are accessible to both field operators and operators in the control rooms. The PLC system would monitor the status of all local controls to supervise operations and alarm the operator of any anomalies in the system’s configuration.

 

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The PCS integrates the system components, from the device-level communications and control, to the Ethernet networks and higher-level business systems. It incorporates redundant virtual servers and operator workstations into the network to enable operators in the mill control room, crusher control room, and in other designated control stations throughout the site to monitor and control the various component processes. These workstations would be configured to access the process screens and data associated with their specific process area. Two large screen monitors installed in the mill control room provide a process overview. Access to historical process records is provided by the historian server. An engineering workstation is installed and configured with access to all process interface screens, as well as the software required to provide system configuration and maintenance.

 

17.7.2 Process Control Philosophy

 

The process plant would incorporate modern, dependable and proven instrumentation and control systems. The monitoring and control systems would support the operation of the plant under the following parameters. The plant would operate on a two 12-hour shift per day basis. Planned maintenance shutdowns would take place on a regular basis. The plant would have an overall operating availability 92%, with lower availabilities for the crusher (75%) and autoclave (85%). There are no holiday and/or other planned work stoppages during the calendar year. The maintenance of the monitoring and control systems would be performed in accordance and support of this operating and maintenance schedule.

 

The mill building control room would serve as the center for communications, fire systems monitoring and emergencies in general. The control room would be manned on a 24 hour-a-day basis. A base station radio would be assigned to the control room as well as an outside telephone line. The control room would also have the ability to communicate on all other site group frequencies. The control room operator would also have access to the company e-mail system.

 

Real time observation of strategic points along the operation would be by a TV camera system with monitors in the control room. PLC systems would be used for controlling the plant equipment. Proper graphic displays would be developed for the PLC systems. The control room would serve as the center of all control and recording of key process variables, outputs, functions and plant stoppages.

 

Safety systems would include, but are not limited to the following:

 

· The use of start-up warnings – horns, sirens or some other means – would be used throughout the property.

 

· Applicable interlocks would be used to protect people and equipment.

 

· All fire protection systems and fire detection systems would be monitored from the mill control room.

 

· Interlocks and/or other safety related protection would either be hard wired or in control logic depending upon which offers the greatest level of assured safety.

 

Real-time process control and monitoring systems that provide data to the operators would include, but are not limited to the following.

 

· Instrumentation on the primary crusher would provide data on power draw, weigh scale on stockpile feed conveyor, crusher discharge hopper level indicators, etc. The primary crusher would also have a tramp iron magnet and an appropriate metal detector.

 

· Coarse ore stockpile would have a height measuring device and the reclaim conveyor would have vendor supplied variable speed controls for each feeder.

 

· Each reagent system would have the ability to be batched to the necessary strength and stored until used in the plant. The delivery systems would have the ability to be measured and controlled from the plant control room.

 

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· The grinding area instrumentation would include the SAG mill feed conveyor weight scale, water and reagent control to the SAG mill, tramp steel magnet, cyclone feed sump levels and auto water addition to the sump, pulp densities for the cyclone feed pump discharge as well as cyclone pressure, and the ball mill power draw and automatic water addition. Both grinding mills would have the vendor supplied controls, interlocks and monitors to protect the equipment.

 

· The flotation circuits have on-stream X-ray analyzers. The following streams would be automatically sampled and analyzed: rougher flotation concentrate, rougher scavenger flotation concentrate, rougher tailings, first cleaner scavenger flotation tailings, and 2nd cleaner flotation concentrate. Flotation sumps would have level indicators and automatic valves for water and/or reagents where applicable. Flotation cells would have the vendor supplied packages to allow level control and other needed instrumentation normally associated with their product. Thickeners would have torque indicators with adjustable height rakes and automatic valves on the thickener underflow pumps.

 

· The antimony filter would have all typical vendor-supplied instrumentation. A truck scale would be necessary in order to weigh antimony concentrate prior to leaving the site. An automatic wheel wash system would be needed to ensure environmental requirements are met.

 

· The pressure oxidation process would be controlled by a PLC housed in the mill control room. The PLC would monitor the sulfur content and slurry density from the autoclave feed tank and pressure and temperature in the autoclave. Based on those measurements, the PLC would adjust the water and oxygen addition to the autoclave and venting of CO2 to the flash vessels.

 

· The oxygen plant would be vendor supplied and vendor operated. Appropriate operating characteristics and alarms would be transmitted to the mill control room through the Ethernet.

 

· Slurry density, temperature and pH are monitored in the CCD process to enable the PLC to control addition of wash water and lime in the neutralization and leach pre-conditioning tanks.

 

· Cyanide concentration would be manually monitored and adjusted.

 

· Reagent addition in the detoxification tanks would be automatically metered by the PLC using monitoring information from the CIP/CIL tailings.

 

· The ADR plant would have vendor-supplied instrumentation and controls operated by plant personnel. Key operating parameters would be monitored by the PCS in the mill control room.

 

· The neutralization thickener would have a torque indicator and adjustable lift rakes. All typical vendor-supplied indicators and systems are anticipated. Thickener underflow and recycle systems would have automatic valves and a flow and density meter.

 

· The tailings system would have horizontal centrifugal pumps and would have remote start and stop control capability from the mill control room.

 

· The TSF reclaim water barge would have vertical turbine pumps with remote stop and start capabilities from the mill control room. Each pump would receive a control signal from the reclaim water storage tank. The reclaim water storage tank would have a level indicator and an automatic control on the antiscalant addition line.

 

Process control and monitoring systems that measure, weigh, monitor, and collect samples for assaying would include the following:

 

· a weigh scale on the coarse ore stockpile conveyor to enable reconciliation of mine-delivered tonnage with tons crushed;

 

· a weigh scale on the coarse ore reclaim conveyor for the metallurgical balance;

 

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· automatic sample cutters would be utilized to ensure samples are taken on a regular basis and the shift composite samples would serve as a basis for the plant metallurgical balance;

 

· appropriate flow meters, scales and control valves would be installed where deemed necessary;

 

· before leaving the site, antimony concentrate would be weighed and sampled for moisture and antimony content as well as gold and silver content; and

 

· gold doré would be weighed and sampled for precious metal and impurity contents before being shipped offsite.

 

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SECTION 18 TABLE OF CONTENTS

 

SECTION     PAGE
       
18 PROJECT INFRASTRUCTURE   18-1
         
  18.1 Introduction   18-1
         
  18.2 Site Access   18-1
         
  18.3 Off-Site Administration, Warehouse and Metallurgical Laboratory Complex   18-5
         
  18.4 Processing Plant and Ancillary Infrastructure   18-5
         
  18.5 Power Supply and Transmission   18-10
         
  18.6 Communication System   18-10
         
  18.7 On-site Construction and Operations Camp   18-11
         
    18.7.1 Construction Camp   18-11
    18.7.2 Operations Camp   18-12
           
  18.8 Sanitary Waste Management   18-12
         
  18.9 Water Management Infrastructure   18-12
           
    18.9.1 Non-Contact Water Management   18-12
    18.9.2 Contact Water Management   18-17
           
  18.10 Water Supply   18-17
           
  18.11 Process Water Treatment and Management Infrastructure   18-18
           
  18.12 Mine Waste Management   18-18
           
    18.12.1 Tailings Storage Facility   18-19
    18.12.2 Tailings and Reclaim Water Pipeline Corridor   18-20
    18.12.3 Waste Rock Storage Facility   18-21
 
SECTION 18 LIST OF TABLES
       
TABLE DESCRIPTION   PAGE
       
Table 18.1: Site Layout Evaluation Results Summary   18-6
       
Table 18.2 TSF Design Criteria   18-19
       
Table 18.3 Summary of TSF Design   18-20
       
SECTION 18 LIST OF FIGURES
       
FIGURE DESCRIPTION   PAGE
       
Figure 18.1: Proposed Road and Electrical Infrastructure Upgrades   18-3
       
Figure 18.2: Proposed Site General Arrangement   18-4

 

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Figure 18.3: Potential Plant Site Locations   18-7
       
Figure 18.4: Infrastructure Siting Constraints   18-8
       
Figure 18.5: Process Plant and Ancillary Infrastructure Layout   18-9
       
SECTION 18 LIST OF DRAWINGS
       
DRAWING DESCRIPTION   PAGE
       
Drawing 18.1: TSF and WRSF Surface Water Management Plan   18-14
       
Drawing 18.2: TSF and WRSF Surface Water Diversion Details   18-15
       
Drawing 18.3: EFSFSR Diversion Plan, Profile, and Section   18-16
       
Drawing 18.4: TSF Dam Cross-Section   18-22
       
Drawing 18.5: TSF Deposition Plan   18-23

 

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18 PROJECT INFRASTRUCTURE

 

18.1 Introduction

 

Existing infrastructure relevant to the development and operation of the Stibnite Gold Project was presented previously in Section 5. This section summarizes the results of trade-off and technical studies completed to establish appropriate infrastructure upgrades and infrastructure additions that would be required to support the mining and mineral processing facilities that were discussed in Sections 16 and 17, respectively. The Project infrastructure needs that are discussed in this section include:

 

· upgrades to existing roads to support safe and reliable all-season vehicle access to the site;

 

· off-site logistics, warehousing, metallurgical laboratory and administration facilities near Cascade;

 

· upgrades to the Idaho Power Company (IPCo) electrical distribution system to provide reliable, low-cost, low greenhouse gas (GHG) emissions electricity during mine operations;

 

· installation of an on-site power supply system to support construction activities and provide backup power during possible service interruptions to the IPCo electrical system;

 

· upgrades to the existing microwave communications system to provide reliable high-speed data and voice communications for construction and operations personnel;

 

· upgrades to the existing on-site camp to support construction and operations;

 

· construction of surface and contact water management infrastructure;

 

· fresh water, reclaim water, and potable water supply systems;

 

· process water treatment and management infrastructure;

 

· waste management infrastructure such as a tailings storage facility (TSF) and waste rock storage facility (WRSF); and

 

· sanitary waste management infrastructure.

 

Initial capital, sustaining capital, and closure costs associated with the infrastructure discussed herein are provided in Section 21.

 

18.2 Site Access

 

Vehicle access to the Project site is currently via secondary roads that intersect Highway 55 near the communities of Cascade and McCall, as previously discussed in Section 5, and as shown on Figure 18.1. In order to facilitate safe year-round access for mining operations; reduce proximity of roads to streams, creeks and rivers; and respect advice of community members, a new site access road alignment was developed that uses the existing US Forest Service road (NF-447), known locally as the ‘Burntlog’ Road (the “Burntlog Route"). Figure 18.1 illustrates the alignment of the Burntlog Route, which from Warm Lake follows the Warm Lake Road (FH 22) for 10.2 miles to Landmark, traverses the Burntlog Road (FS 447) for 17.3 miles before transitioning to a new road alignment for 8.4 miles that traverses through the Trapper Creek drainage basin to connect to the existing Thunder Mountain Road at the bottom of Meadow Creek Ridge. The route then follows the Thunder Mountain Road until it reaches an area where the route begins a steady decline in elevation to the Project site.

 

The Burntlog Route was selected over several other possible alternatives, such as the Cabin/Trout Creek and the Johnson Creek alternatives, following a comprehensive, multi-phased access road trade-off study. Provided below is a summary of the key attributes that resulted in the Burntlog Route being selected as the preferred route:

 

· least road length containing steep vertical grades and within avalanche and landslide potential areas;

 

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· much less elevation loss after the first summit;

 

· least amount of excavation and hauling excess material to waste sites;

 

· least miles of newly constructed road through previously undisturbed national forest and riparian conservation areas (RCA);

 

· eliminates mining-related travel and transporting of materials alongside major waterways (Johnson Creek or South Fork of the Salmon River);

 

· minimizes the risk of hazardous material spills into major waterways (only one Johnson Creek crossing);

 

· least road length paralleling streams, reducing the risk of hazardous material spills and sediment load into streams;

 

· fewest amount of retaining walls;

 

· lowest cost when compared to the other short-listed alternatives; and

 

· it is likely to require the least amount of time to construct.

 

Preliminary design criteria were based on jurisdictional policies of Valley County (Valley County, 2008) and the USFS (U.S Forest Service, 2011a) except the width of the access road was decreased from 28-feet wide to 20-feet wide to reduce cost and environmental impact. This design exception would require approval from jurisdictional agencies. Key criteria for resource development road include: design speed of 20 mph, maximum 10% vertical grade, 3% cross slope, and 20-foot width.

 

The access road would connect to onsite roads, which include haul roads, process plant roads, and service roads associated with the tailings storage facility and other facilities on the Project site. The contemplated roads, Project facilities, and overall site layout are shown on Figure 18.2. The onsite roads would be all-weather unpaved gravel roads that would require dust suppression in the dry months, something Midas Gold does with existing roads on and near the Project site already. Haul roads would be designed to accommodate the largest truck planned, as discussed previously in Section 16.

 

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Figure 18.1:      Proposed Road and Electrical Infrastructure Upgrades

 

TM2030638D1_EX99-18P3S9IMG01

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Figure 18.2:      Proposed Site General Arrangement

 

 

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18.3 Off-Site Administration, Warehouse and Metallurgical Laboratory Complex

 

In an effort to reduce traffic to and from the Project site and to reduce housing requirements at the site, administrative offices for the operation will be located in or near the town of Cascade (the “Cascade Complex”). The Cascade Complex would include offices for managers, safety and environmental services, human resources, purchasing, and accounting personnel. The administration building would be modular, consisting of eight 12 ft by 60 ft units. Network servers and the communications link for the mine would also be located at this complex, as well as the offsite repository for physical and electronic records for mine operations. Administration personnel in Cascade would coordinate procurement of and payment for the goods and services required at the mine site.

 

The Cascade Complex would also have a small warehouse to accumulate parts and supplies and a parking area for trucks to check-in and assemble prior to traveling to the Project site. Drivers would check-in at this complex and either proceed to the site, typically in a convoy, or unload at the warehouse for temporary storage and assembly of a load. A truck scale would be included to verify loads going into and out of the warehouse area, as well as a laydown area for temporary outdoor storage. A parking and assembly area for operations personnel to board buses for transportation into the mine site would also be included.

 

The main assay laboratory would be located at the Cascade Complex. The assay laboratory would be the primary location for sample preparation, analysis, and reporting for production, exploration, and specialty sampling for mine operations. Production samples would be delivered daily to the laboratory for processing and analysis, and the results would be transmitted electronically to mine operations and exploration personnel.

 

18.4 Processing Plant and Ancillary Infrastructure

 

The majority of the Project area is characterized by steeply sloping, mountainous terrain. Flat terrain with competent foundation conditions suitable for mine infrastructure is generally limited; these areas are typically in the valley-bottoms, near the colluvium/alluvium/bedrock contact, which is consistent with infrastructure siting by previous mine-operators. In order to establish the preferred layout for the Project process plant and related infrastructure, several potential locations were considered and evaluated against the following design constraints and considerations:

 

· environmental constraints (e.g. proximity to surface water and wetlands);

 

· regulatory constraints (e.g. land ownership or mandatory offsets from jurisdictional waters);

 

· topographic constraints (e.g. limited amount of flat terrain);

 

· geotechnical constraints (e.g. geologic hazard areas, sensitive soils, landslide areas);

 

· safety constraints (e.g. areas that lie in a difficult-to-mitigate avalanche paths);

 

· social considerations (e.g. siting a camp well-away from noise sources);

 

· priority Project development constraints (e.g. open pits, mine operations blast zones, tailings storage facility, waste rock storage facilities, haul roads, site access roads, high mineral resource potential);

 

· operability (e.g. distance from blast zones and potential mineral resources);

 

· efficiency considerations (e.g., establishing a logical traffic flow); and

 

· economic constraints (e.g. environmental mitigation, capital, operating, and closure costs).

 

Based on the preceding criteria, four potential process plant sites were considered: (1) the PEA plant site; (2) the former Stibnite town site; (3) the Scout Ridge site; and, (4) the former SMI mill site. Figure 18.3 shows the location of these four sites relative to other site features.

 

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Detailed process plant and ancillary infrastructure layouts were developed for each of the four sites. The benefits and drawbacks of each location were quantitatively assessed using a detailed scoring system developed from the criteria summarized above.

 

Table 18.1 presents a summary of the results of the analysis.

 

Table 18.1:      Site Layout Evaluation Results Summary

 

    Layout Scoring Summary  
Layout Criteria   PEA
Plant Site
    Old Town Site     Scout Ridge Site     SMI Mill Site  
Environmental, Permitting & Social Considerations     10 %     21 %     21 %     14 %
Safety Considerations     9 %     13 %     12 %     5 %
Operational Flexibility Considerations     7 %     6 %     6 %     5 %
Capital Cost Considerations     16 %     29 %     29 %     16 %
Operating Cost Considerations     13 %     19 %     19 %     18 %
Totals     55 %     88 %     87 %     58 %

 

The scoring summary provided in Table 18.1 indicates that the Old Town and Scout Ridge sites are strongly preferred. Given their proximity to one another, it was concluded that an optimized layout that utilizes both areas could be developed. This location provides competent foundation conditions for heavy and vibratory installations (such as the crusher, SAG mill and ball mill), a centralized layout for primary crushing and conveying coarse ore to the mills, and the best flexibility to optimize the size and location of specific plant areas with respect to each other. The area is relatively dry, is further from primary streams and the EFSFSR, the area has experienced appreciable historical disturbance, and is deemed operationally safer than other locations.

 

Figure 18.4 presents the primary infrastructure siting constraints in the Old Town / Scout Ridge area; Figure 18.5 presents a conceptual layout for the process plant, utilities, infrastructure, and ancillary buildings optimized on both the Old Town and Scout Ridge sites. This general arrangement has an overall north to south flow of mineralized material and concentrate. Supply truck and personnel transport traffic stay clear of the open pits and are adequately separated from both ore and waste haul truck traffic, and there is ample laydown space for storing equipment, supplies, and for erecting trucks near the mine access road. The detailed arrangement was determined on the basis of safety, environmental impacts, cost, security, noise, traffic, operational ease, and in consideration of the constraints listed above.

 

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Figure 18.3:      Potential Plant Site Locations

 

 

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Figure 18.4:      Infrastructure Siting Constraints

 

 

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Figure 18.5:      Process Plant and Ancillary Infrastructure Layout

 

 

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18.5            Power Supply and Transmission

 

The proposed on-site mining and mineral processing facilities are estimated to require a total instantaneous power demand of approximately 40 - 50 megawatts (MW). In order to identify the preferred power supply and distribution option, Midas Gold completed a comprehensive trade-off study that considered utility grid connection as well as both on-site and off-site self-generation scenarios including: diesel and natural gas reciprocating engines; simple cycle gas turbines, circulating fluidized bed combustion coal fired power; and renewable power generation scenarios involving photo voltaic solar, wind and hydro. In total, twelve power sources were considered and evaluated against environmental and social impacts, permitability, reliability and technical feasibility, and capital and operating costs.

 

Because the renewable power generation options considered would not be reliable sources of power for the Project’s requirements of 24 hours per day, 365 days per year, and therefore would require significant alternative, redundant self-generation methods, grid power is deemed to have fewer environmental and social impacts as well as being the most economical alternative. A pre-existing 69 kV power-line corridor was historically permitted and constructed to the town of Stibnite, which indicates the feasibility of permitting a modern power-line to the Project site. Future studies will consider the expanded utilization of renewable energy, such as solar power which is currently being used for field operations, for areas like camp and offices, increasing the proportion of renewable energy utilized by the site.

 

The closest grid power-line to the Project site is a 12.5 kV distribution line supplying power to the nearby town of Yellow Pine, and the closest transmission line is a 69 kV line that provides power to Cascade and Warm Lake, Idaho. Since both power-lines are inadequate to carry the expected Project loads, the existing system would need to be upgraded to provide the additional service capability required.

 

The upgrades required to integrate the large load into the IPCo network include: an increased 230/138 kV transformer capacity; approximately 42 miles of 69 kV lines upgraded to 138 kV; approximately 21.5 miles of 12.5 kV line to upgraded to 138 kV line; and approximately 8 miles of new 138 kV line. Additionally, new or upgraded 138 kV substations at Lake Fork, Cascade, Warm Lake, and Yellow Pine, as well as measures to strengthen the voltages on the IPCo system are required. In addition, IPCo would need to re-supply small consumers between Warm Lake and Yellow Pine via a replacement 12.5 kV line as shown on Figure 18.1.

 

The 138 kV line would be routed to the Project site’s main substation (the “Main Substation”) where transformers would step the voltage down to the distribution voltage of 24.9 kV. The main substations would have redundant dual 138 to 24.9 kV transformers to prevent loss of power due to failure. Current Project design entails oxygen being supplied by a third party through a Sale-of-Gas (SOG) contract; therefore, a metered 24.9 kV line would be provided for the operator of the oxygen plant.

 

Power distribution from the Main Substation to various Project facilities would be at 24.9 kV. Main power corridors for the process plant power distribution (primary crusher, oxygen plant, truck shop, autoclave, permanent camp) would be overhead. Power within the process plant area will be underground in duct banks.

 

During construction, power supply would be provided by three 1,000 kW propane or diesel generators operating at 4,160 volts; the generators will also be reused for backup/emergency power during the operations phase of the Project. After primary power is provided via the 138 kV power-line, two of the generators would be relocated to the main substation for emergency power and the third would be relocated to the on-site permanent camp (as discussed below).

 

18.6            Communication System

 

Midas Gold’s existing microwave relay (detailed in Section 5) was designed and constructed to be scalable to accommodate potential future increases in communications requirements. The system as it is currently setup provides up to 200 Mbps of bandwidth that is adequate to meet the needs of an approximately 120-person camp. Upgrading the current system to allow increases in communications capacity is a straightforward process of:

  

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1) anchoring the existing tower pad;

  

2) adding an additional 20 ft section to the existing tower;

 

3) upgrading the antenna size to an eight foot dish or potentially adding a second antenna; and,

 

4) installing new high frequency (and likely FCC licensed) radios capable of increasing bandwidth to approximately 1,000 Mbps.

 

Updating the existing microwave relay system would provide sufficient communication capacity to service mine operations as well as the estimated 1,000-person workforce required during the Project construction period. The location of the existing tower is shown on Figure 18.2.

 

18.7            On-site Construction and Operations Camp

 

Since the Project is located in a relatively remote area of Idaho, consideration was given to sourcing personnel required to construct and operate the Project as well as the housing requirements to do so.

 

Staffing the entire construction and operations workforce from the major nearby population centers in Valley County (population ±9,500) of McCall (population ±3,000) and Cascade (population ±1,000) has the potential to eliminate the need for an on-site residential facility (camp). While this scenario would offer significant financial advantages to the Project, the substantial one-way commute times (by road) of a minimum of 2½ hours from McCall and 2 hours from Cascade in summer conditions with an additional ½ hour in winter conditions, as well as related increased traffic, resulted in a decision that on-site housing would be required. As noted above, where possible certain functions would be located in Cascade.

 

Several potential camp locations were evaluated on the basis of environmental impacts, safety, cost, security, noise, traffic, quality-of-life, and operational ease. The location selected for the camp is approximately 1½ miles south-east of the confluence of the EFSFSR just off the existing Thunder Mountain Road; the location is quiet, yet located close enough to the site to yield minimal commute times, which should assist in attracting skilled operators to this remote location. For convenience, the construction camp will also be located near the operations camp area. The following sections describe how the construction and operations camps could be developed.

 

18.7.1         Construction Camp

 

Midas Gold has been conducting exploration activities at the proposed Project location since 2009 and, as a result, has facilities on-site capable of housing workers. The current on-site camp facilities are located near the proposed future plant site location and include:

 

· a 60-person (maximum) housing facility;

 

· a kitchen/dining building capable of serving 125 workers per 12 hour shift;

 

· a public drinking water system capable of treating 6,250 gal/day average, and a peak of 12,500 gal/hour.

 

· a Membrane Bioreactor (MBR) sewage treatment facility with a nominal treatment rate of approximately 9,000 gal/day average, and a peak treatment rate of 18,000 gal/day; and

 

· power provided by a 455 kW C-15 Caterpillar diesel generator.

 

To manage the estimated 1,000-person construction workforce, the existing exploration camp would be relocated and expanded appropriately. The camp would be developed based on the following assumptions:

 

· each room will have two beds and locking storage facilities for 4 workers who “share” the room on alternating shifts (day and night) and work cycles;

 

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· there will be one bathroom for every 2 bedrooms;

  

· supervisors will have a dedicated room that is not shared with rotating shift personnel;

 

· the Owner’s Team will be housed separately in the village of Yellow Pine.

 

18.7.2         Operations Camp

 

The operations camp would be developed by upgrading the construction camp. Approximately 517 employees are needed for the operation based on the overtime scheme associated with a modified “14 on, 14 off” work cycle. The bed count associated with this position assessment is approximately 250. As a result, the camp is designed to be a 300-person site residential facility, leaving approximately 50 beds for visitors and/or temporary workers of various types.

 

The distances from Cascade and McCall are too far for regular commuting from town to the Project site. Charter buses will be used to transport employees to and from the Cascade administration office/staging area and the Project site at the beginning and end of their work cycles, taking approximately two hours under good weather conditions. A charter bus company will operate a small fleet of 50- to 60-person buses, working on a schedule of staggered work cycles that will minimize the number of buses needed to handle the work cycle rotations.

 

Onsite transport of employees from the operations camp to the mine and plant work facilities would be accomplished by a small fleet of converted school buses and 14-person vans; the distance to transport employees from the operations camp to the various work facilities ranges from one to two miles. Operations personnel would double as bus and van operators. The onsite fleet would be winterized to handle snow conditions between the operation camp and the work areas.

 

18.8            Sanitary Waste Management

 

Sanitary waste management would be handled by packaged sewage treatment facilities. The plant area and permanent camp would each have separate sewage treatment plants connected to leach fields for the treated water. The designs of the packaged sewage treatment plants are based on the calculated peak flow to the system. The leach fields would be designed in accordance with Valley County and State of Idaho standards using test work to establish the infiltration rates at the site of the leach field. Portable chemical toilets would be located at the mine open pits and other remote locations. The portable toilets would be serviced by a local vendor.

 

18.9            Water Management Infrastructure

 

Water management infrastructure is needed at the site to divert surface water around mine features and infrastructure or to control water that comes in contact with these features. Surface water that comes in contact with materials that have the potential to introduce mining and process-related contaminants (contact water) is kept separate from surface water that originates from undisturbed, uncontaminated ground (non-contact water). This is accomplished by diverting clean water around mine facilities and collecting and treating or reusing contact water.

 

18.9.1         Non-Contact Water Management

 

Surface water management activities include diversion of non-contact water originating offsite around mining operations, management of sediment from erosion occurring in the East Fork of Meadow Creek, and collection and treatment or reuse of contact water.

 

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18.9.1.1       Surface Water Diversions

  

Surface water diversions are required to prevent offsite clean water from commingling with contact water, and to prevent the accumulation of excess water in the TSF. The principal surface water diversion routes Meadow Creek around the TSF and WRSF. Additional, smaller-scale diversions are provided to intercept hill-slope runoff around the perimeter of the TSF, WRSF, Historic Tailings reprocessing operation, open pits, and process plant area. Lower Meadow Creek would be diverted around the Hangar Flats pit prior to mining Hangar Flats below the creek level. Surface diversion channels are sized to convey the runoff from the 100-year, 24-hour storm event, determined using rainfall-runoff modeling. Diversion channels are either constructed in rock cut (on steep hillsides), or lined with rock riprap and geo-synthetic clay liner (GCL) to prevent erosion and minimize seepage (within alluvium/colluvium or fill). To maximize efficiency of the diversions while controlling capital costs, the TSF and WRSF diversions are phased to coincide with the various construction phases of the two facilities. TSF and WRSF diversions plans are shown on Drawing 18.1. Typical cross-sections are shown on Drawing 18.2.

 

18.9.1.2       Diversion of the EFSFSR

 

The EFSFSR was originally diverted from its natural alignment by the Bradley Mining Company, when it began open pit mining operations in the EFSFSR valley bottom in 1938. Surface channels were constructed initially, and later the Bailey tunnel diverted the river through bedrock around the east side of the historic Yellow Pine open pit. Currently the EFSFSR flows over a steep waterfall, which is a fish migration barrier, and into the historic Yellow Pine open pit, forming a pit lake and then exiting northward to its confluence with Sugar Creek. With a future goal of re-establishment of a more natural gradient suitable for fish passage in the EFSFSR flowing in the area of the Yellow Pine open pit, the pit lake must be dewatered and the EFSFSR temporarily diverted around the pit during future mining operations. The orientation of the Yellow Pine open pit relative to the surrounding steep terrain makes a surface diversion impractical; hence, the EFSFSR will be diverted around the open pit in a tunnel founded in rock.

 

A tunnel alignment around the west side of the Yellow Pine open pit was preferred over an alignment to the east as it would preclude potential surface water impacts to Sugar Creek, which is characterized as sensitive salmon spawning habitat. The 0.8-mile long EFSFSR diversion tunnel would be 15 x 15 feet and feature a low-flow channel excavated in the tunnel floor, as well as LED lighting, to provide for and encourage passage of migrating salmon, steelhead, and trout to the headwaters of the EFSFSR for the first time since 1938, when mining commenced in the Yellow Pine open pit. Approach channels would be rock-lined, with fish resting features. The tunnel hydraulic capacity exceeds the 500-year flood event (determined from analysis of the Stibnite USGS gauge), while the low-flow channel is sized to allow maintenance access outside of the spring runoff period. Drawing 18.3 and Drawing 18.4 present the tunnel design.

 

18.9.1.3        East Fork Meadow Creek Sediment Control

 

The East Fork of Meadow Creek (EFMC), which is commonly known as “Blowout Creek”, introduces a significant sediment load to the EFSFSR due to ongoing erosion within the gully and alluvial fan created by a historical dam failure in the upper EFMC watershed. The sediment degrades the quality of the gravels for Salmon redds in Meadow Creek. A sedimentation basin would be excavated in the EFMC alluvial fan and this will serve to re-establish the sediment collection function of the present Yellow Pine pit lake as it is dewatered during the early phases of the Project operations. Later, the EFMC gully and alluvial fan will be in-filled and covered with waste rock as part of WRSF construction, thus capping the source of sediment and preventing subsequent erosion and sediment deposition in the river. A rock drain will convey the EFMC under the WRSF. At the time of this writing, sediment transport measurements are ongoing within Meadow Creek, EFSFSR, and EFMC to better identify sediment sources and quantify sediment loading in the site waterways. Results of the field measurements will be incorporated into design of EFMC sediment control measures when available.

 

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Drawing 18.1:        TSF and WRSF Surface Water Management Plan

 

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Drawing 18.2:     TSF and WRSF Surface Water Diversion Details

 

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Drawing 18.3:     EFSFSR Diversion Plan, Profile, and Section

 

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18.9.2        Contact Water Management

 

Contact water is surface water that has come into contact with the mine pits, ore stockpiles, spent leached ore (SODA and Hecla heap, once cover material is stripped), Historic Tailings, waste rock, or any other mining-related surface. Contact water may require active or passive treatment during construction, operations, or closure prior to discharge to the environment. Process water (including reclaim water pumped from the TSF) is addressed separately from contact water. Precipitation or dust control water falling on the listed surfaces will be collected, contained and segregated from surface waters that are not in contact with mine facilities.

 

Contact water from the plant site, ore stockpiles, WRSF, SODA/Historic Tailings reprocessing operation, and Hecla heap would be collected and contained in ponds or sumps sized appropriately for their respective catchment area. Water would be retained in these ponds to settle sediments, then pumped to the tailings impoundment or discharged after testing has confirmed that discharge limits are met.

 

Contact water originating in the pits (including surface runoff, snowmelt, and groundwater seepage) would be collected in sumps within the pits, and pumped out as needed for use in dust suppression in the pits and process makeup. Surplus contact water collected in the pits would be evaporated, treated for discharge, or pumped to the TSF for future use as reclaim/process makeup.

 

Runoff from roads with the potential to be in contact with process reagents would be collected. Storm water from other roads outside of the plant site, stockpiles, and WRSF area would be treated locally with small-scale sediment control BMPs to remove sediment prior to discharge. Vehicles leaving the mine site via the mine access road would pass through a wheel wash station and the wash water would be collected in a sump and treated for discharge, or pumped to the TSF for reuse.

 

18.10         Water Supply

 

Water supply for the mine, process plant, and permanent camp would be provided by three types of water systems: freshwater, reclaim water, and potable water. Freshwater for the process would be supplied from groundwater resources by a water supply well field and Hangar Flats dewatering well. Reclaim water would be reused and pumped from the supernatant water pond in the TSF. Potable water for the office and other mine facilities would be supplied by the process fresh water supply well field. A separate water supply well would be developed nearby for potable water supply to the camp. Potable water would be filtered and chlorinated before use.

 

18.10.1.1     Water Supply Well Field

 

Freshwater for process needs would be supplied by a water-supply well field located in the Meadow Creek valley, upstream from its confluence with the EFSFSR. Groundwater pumped from these wells would be collected in an equalization tank and pumped to the freshwater/firewater head tank located on higher ground east of the plant site. Partly as a safety measure, freshwater for process needs would be drawn by gravity from the freshwater tank from an elevated nozzle to allow the water in the bottom of the tank to remain available for fire suppression use, thereby ensuring an adequate water supply and pressure from gravity for fire suppression at all times, even when there is no power.

 

A portion of this flow would be diverted to the potable water tank equipped with a filter and chlorination system to inhibit bacteria in the potable water system.

 

Water for the permanent camp would be obtained from a separate water supply well located in the EFSFSR valley to its southwest. This water will be filtered and chlorinated for cleaning, cooking, showering, and consumptive use in the permanent camp.

 

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18.10.1.2     Reclaim Water System

  

Process water pumped from the TSF supernatant water pond would be reused as process water. Water reclaimed from the TSF would be pumped to the reclaim water tank at the plant site. From the TSF to the plant site, the reclaim water pipeline would share a secondary containment trench with the tailings pipeline. At the plant site, the reclaim line would diverge and is located in its own containment trench. Water from the reclaim water tank would be distributed to the various points of use in the process where it is needed.

 

18.11         Process Water Treatment and Management Infrastructure

 

The mining operation would operate on a negative water balance during the initial phases of operation, using freshwater makeup from the water supply well field. Development of the Hangar Flats open pit in the alluvium of the Meadow Creek valley would require dewatering to limit water infiltration to the pit and maintain stability of the pit slopes. The current calculation of the site-wide water balance indicates a surplus and water would need to be evaporated or treated and discharged. A water treatment plant may be installed to treat this water to meet discharge standards. Water treatment standards are expected to include metal and particulate concentration standards, and temperature control. The design of the treatment system would be based on the characteristics of the water to be treated. In general, treatment and release of pumped groundwater (if treatment is required) would be prioritized ahead of treatment and release of contact water. Process water would be reused in the process plant and not discharged. The cost for a typical water treatment system of the type envisaged for this site is included in the cost estimate as sustaining capital.

 

Enhanced evaporation, using snowmaker-style misters, may be used to supplement the treatment system, in particular to prevent surplus process water accumulation in the TSF. Treatment and enhanced evaporation differ in their relative effectiveness, efficiency, usefulness in cold/wet conditions, and applicability to variable inflow water quality. Midas Gold will work with regulatory authorities and Project stakeholders to develop the most appropriate water management solution to maintain the stream flow regime and water quality of the EFSFSR.

 

18.12          Mine Waste Management

 

Mine waste requiring on-site management includes waste rock from the three open pits; flotation and POX tailings from ore processing; and existing historic mine waste (spent heap leach ore from SODA and the Hecla heap) exposed during construction and mining. The existing Historic Tailings would be reprocessed, removing the majority of metals and sulfides of potential concern through flotation, and commingled with the rest of the tailings. Section 20 discusses the waste rock characterization, geochemistry, and implications for waste management. Also included in Section 20 is a characterization of the tailings and the historic spent ore from the SODA area.

 

Based on previous siting optimization and tradeoff studies, volume estimates from the current mine plan, and the waste characterization described in Section 20, a single TSF would be constructed to retain all tailings from the processing of the various ore types. This option is optimal to reduce Project footprint, provide for a single containment facility for monitoring and closure, and allow for the utilization of waste rock to buttress the TSF. Waste rock would be deposited in a WRSF adjacent to and abutting against the TSF, used as rockfill in TSF construction, placed as backfill within mined-out areas of the open pits to facilitate closure and reclamation, and above the current West End WRSF. Spent ore and waste rock from previous on-site operations would be used as a construction material in the TSF. Based on preliminary geochemical testing results, the construction use of spent ore material from the SODA area would be limited to applications where the material would either remain within containment or in a situation where the exposure of the material to air and water is limited. For example, placement of the spent ore below a synthetic liner but above the water table would reduce the potential for further oxidation and mobilization of constituents from this material. Reuse of this already mined material would reduce the quantities of materials required to be mined and crushed in order to construct these facilities, thereby reducing the environmental impact that would otherwise be required for mining and crushing.

 

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18.12.1      Tailings Storage Facility

 

As currently envisioned, the Project would produce approximately 98 million short tons of tailings over a 12-year mine life. As the tailings would contain trace amounts of cyanide, and metals (particularly arsenic and antimony from minor amounts of sulfides not recovered in flotation), a fully-lined containment facility, utilizing a geo-synthetic liner, is proposed in order to isolate the tailings and process water within the impoundment. The tailings facility as contemplated consists of a rockfill dam, a fully-lined impoundment, and appurtenant water management features. The WRSF is located immediately downstream of and abutting against the TSF dam, and would act as a 0.6 mile-thick buttress, substantially enhancing dam stability. Design criteria were established based on the facility size and risk using applicable regulations and industry best practice for the TSF on a standalone basis; the addition of the downstream waste rock buttress substantially increases the safety factor for the design. Table 18.2 lists the design criteria for the TSF.

 

Table 18.2    TSF Design Criteria

 

  Parameter Criteria Comment
Solution and Water Management Inflow Design Flood (IDF) – Impoundment Probable Maximum
Flood (PMF)
Facility will provide storage capacity above the normal operating pool to store the IDF, assuming diversions fail at the onset of the storm.  No operational spillway is included.
IDF - Diversions 1% probability
(100-year, 24-hour event)
Diversions will pass peak flow from IDF without damage
Freeboard – Impoundment 4 feet Dry freeboard above stored IDF
Freeboard – Diversions 1 foot  
Geotechnical Stability Static Factor of Safety (FOS) 1.5  
Pseudo-static (Earthquake) FOS 1.0  
Design Earthquake 475-year (during operations);
Maximum Credible Earthquake (post-closure)
 

 

The TSF dam would be constructed of compacted mine waste rock, with a geo-synthetic liner on the upstream face (identical to the impoundment liner discussed below). Rockfill is placed in zones of successively more stringent lift height and compaction criteria approaching the liner, with the final buffer zone (directly under the liner system) consisting of gravel and smaller-sized material derived from SODA and screened historical waste dump material, overburden or valley alluvium. Construction from rockfill is inherently lower risk than construction from tailings material, as rockfill will not fluidize if saturated. TSF staging was determined from planned production rates coupled with the TSF water balance and tailings density estimates derived from consolidation testing/modeling. The impoundment would be fully lined to the elevation of the first stage during preproduction; however, the starter dam would initially be constructed at a lower elevation to balance rockfill needs with the available waste from the Yellow Pine open pit. The starter dam would then be raised during Year 1 of production to match the lined elevation of the rest of the facility. Four total stages are envisioned, with a facility expansion planned every 3 years during operations. Drawing 18.5 shows the proposed TSF dam stages and zones.

 

The TSF impoundment (including the upstream dam face) would be lined with geo-synthetic materials to prevent seepage of process water or transport of tailings out of the facility. The primary liner will consist of 60-mil (1.5 mm) linear low-density polyethylene (LLDPE), which features superior puncture resistance and elongation characteristics among typical TSF lining alternatives. A GCL will be placed as a secondary liner, providing a self-sealing barrier to leakage should the primary liner be torn or punctured. Where suitable soil exists (typically in valley bottoms) it would be scarified and re-compacted to prepare the liner subgrade. Steep, rocky hillsides (approximately 1/3 of the TSF footprint) would be covered with slope preparation fill to cover rock outcrops and flatten slopes sufficiently to allow liner placement. Slope preparation fill would consist of alluvium, colluvium, previously-mine rock, or rock borrowed from within the limits of the open pits. SODA material, screened site soil, or screened mine waste would be placed as a buffer zone as needed to cover coarse or rocky sections of subgrade or slope preparation fill. Slope preparation fill areas within the impoundment are designed to be stable under the same criteria as the TSF dam (static FOS 1.5, earthquake FOS 1.0).

 

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Tailings would be deposited in the TSF from a series of drop-pipes (spigots) originating from the tailings distribution header along the facility perimeter bench. Sub-aerial tailings deposition would promote drying and consolidation of the tailings. Rotating active deposition points would allow additional drying, and sequencing of deposition would allow gradual development of a tailings beach that slopes generally from west to east within the facility, mimicking the pre-Project valley drainage and simplifying facility closure. Development of a tailings beach would also provide a measure of protection against floating ice from damaging the liner system. Drawing 18.6 and Drawing 18.7 show the TSF deposition plan for selected stages. TSF water management facilities include diversions, drainage systems, the reclaim system, and evaporators. Surface water diversion channels would serve to temporarily divert portions of the Meadow Creek within the TSF footprint and its impacted tributaries around the TSF and WRSF, while underdrains constructed in valley bottoms would collect springs and seeps and prevent accumulation of water under the liner system. A gravel over-liner drain system would collect tailings consolidation water, and route it to a sump from which it would be pumped back to the supernatant pool. Water would be reclaimed from the facility pool via barge-mounted pumps, and returned to the process plant via a pipeline. Snowmaker-type evaporators may be installed at the TSF to dispose of excess water introduced to the system when mining of Hangar Flats begins. Drawing 18.1 shows the contemplated water management plan for the WRSF and TSF. Table 18.3 summarizes the TSF design.

 

Table 18.3     Summary of TSF Design

 

Design Aspect Description
Subgrade Re-worked and compacted in situ materials, or minimum 12 inches of buffer/liner bedding fill.
Secondary Liner Geo-synthetic clay liner.
Primary Liner 60-mil Single-sided textured LLDPE Geo-membrane liner.
Leak Detection None.  Underdrains may provide incidental detection and collection.
Overdrain Discontinuous gravel drain on valley floor; geo-synthetic strip drains as needed on hillsides.
Underdrains Geotextile-wrapped gravel trenches, with perforated HDPE pipe as needed.
Deposition Strategy Sub-aerial; depositing from west side of impoundment and dam with pool on east side near, but not normally in contact with, dam.
Reclaim Pumped from barge (vertical turbine pumps).

 

18.12.2      Tailings and Reclaim Water Pipeline Corridor

 

Tailings for the Project would be pumped from the Tailings Neutralization Thickener to the crest of the starter dam and then around the perimeter of the TSF. The tailings pipeline and pumping system would require sufficient head to deliver tailings to the back of the TSF. The tailings system must have enough flexibility to increase in total dynamic head as the tailings dam is contemplated to grow in height over the 12-year Life-of-Mine. In approximately Year 5, the tailings pipeline would be rerouted to the southeast to accommodate the growth of the Hanger Flats open pit.

 

Horizontal centrifugal pumps that increase in number as the dam height increases would be used to pump the tailings from the thickener to the TSF. The initial requirement includes four operating pumps and four standby pumps. The ultimate configuration would include six operating pumps and six standbys.

 

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The tailings pipeline would be HDPE-lined, 24-inch carbon steel pipe. The pipeline would be installed in a geo-synthetic lined containment trench to avoid potential release of any spillage or leakage to the environment. The trench would have emergency containment ponds in low points to collect any leakage or storm water that falls within the trench. The tailings line would be installed on concrete “sleepers” to keep it off the ground. An 18-inch HDPE reclaim water line would be collocated in the trench to provide secondary containment of water being reclaimed from the TSF. The slurry line from the Historic Tailings recovery operation would also share this trench until it is no longer required.

 

The proposed routing of the tailings pipeline is designed to follow the waste haul road on the north side of the Meadow Creek valley (Figure 18.2). The pumping station would be on the west side of the plant area. The tailings line would be routed across the EFSFSR on a bridge in a double-contained pipe, then generally follow the haul road toward the dam. After passing the vicinity of the future Hangar Flats pit, the pipeline corridor would be installed in a trench that climbs the slope on the north side of the valley. The pipeline corridor would be accompanied by a roadway to enable monitoring and servicing the pipeline and trench. The pipeline would be installed sufficiently high on the valley slope so that it is above the ultimate height of the WRSF so that construction of the latter would not interfere with the tailings operation.

 

18.12.3      Waste Rock Storage Facility

 

The main WRSF would be located immediately east of the TSF, between the TSF and the Hangar Flats open pit. It would receive waste rock and overburden from mining the Yellow Pine and Hangar Flats open pits, totaling approximately 149 million short tons, in addition to that placed as rockfill for TSF dam construction. Most of the waste rock from the West End open pit (approximately 105 million short tons) would be used to backfill portions of the West End and Yellow Pine pits, with the remainder (approximately 25 million short tons) stored at the West End WRSF. With SODA material included, the TSF dam and WRSF combined would hold approximately 210 million short tons of waste rock and overburden.

 

The initial lift of the WRSF would be placed at the toe of the TSF dam, with the WRSF expanding vertically and downstream as waste placement progresses. The WRSF would thus provide a continuously-growing buttress for the TSF dam, significantly enhancing dam stability and eventually reaching a thickness of 0.6 miles.

 

If the results of geochemical testing (currently in-progress) indicate the need for special handling of certain waste materials, a waste management / placement plan would be developed. Waste with higher metal-leaching or acid generation potential would either be blended with neutralizing material such as that from West End pit, or segregated in a location within the WRSF that minimizes potential exposure to air and moisture.

 

As discussed in Section 18.8, runoff and seepage would be collected at the toe of the WRSF using berms and ditches, and routed to ponds for settling of sediments and potential reuse. Collection ditches and diversion berms would be rebuilt at the toe of the WRSF as it expands, minimizing the commingling of contact and non-contact water. Drawing 18.1 shows the water management plan for the WRSF and TSF.

 

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Drawing 18.4:     TSF Dam Cross-Section

 

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Drawing 18.5:     TSF Deposition Plan

 

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SECTION 19 TABLE OF CONTENTS

 

SECTION PAGE
19 MARKET STUDIES AND CONTRACTS 19-1
     
  19.1 Market Studies 19-1
       
    19.1.1 Doré 19-1
    19.1.2 Antimony Concentrate 19-1
         
  19.2 Metal Prices 19-2
       
  19.3 Contracts 19-4

 

SECTION 19 LIST OF TABLES

 
TABLE DESCRIPTION PAGE
Table ‎19.1: Dore Payables, Refining and Transportation Assumptions 19-1
     
Table ‎19.2: Antimony Concentrate Payables and Transportation Assumptions 19-2
     
Table ‎19.3: Assumed Metal Prices by Case 19-2

 

SECTION 19 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
Figure ‎19.1:  Historical LME Gold PM Fixed Prices 19-3
     
Figure ‎19.2: Historical LME Silver PM Fixed Prices 19-3
     
Figure ‎19.3: Historical Antimony Metal Standard Grade II Prices 19-4

 

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19                 MARKET STUDIES AND CONTRACTS

 

19.1              Market Studies

 

19.1.1           Doré

 

The economic analysis completed for this PFS assumed that gold and silver production in the form of doré could be readily sold without deleterious element penalties. Assumed gold and silver doré payabilities, refining and transport charges are provided in Table 19.1; these values are considered typical.

 

Table 19.1:     Dore Payables, Refining and Transportation Assumptions

 

Parameter   Gold in Doré     Silver in Doré  
Metal Payability in Doré     99.5 %     98.0 %
Refining Charges     $1.00/oz Au       $0.50/oz Ag  
Transportation Charges     $1.15/oz Au       $1.15/oz Ag  

 

19.1.2           Antimony Concentrate

 

A preliminary market study for the sale of antimony concentrate was completed by a confidential independent leading industry participant. The marketing study was based on preliminary antimony concentrate production estimates, ranges for projected antimony, gold, silver, and deleterious element grades in the concentrate. The following information was derived from the antimony market study:

 

· Approximately 200,000 tonnes of antimony is presently produced annually around the world. One quarter of the production is from recycling while the remaining three-quarters result from primary production.

 

· The antimony concentrate production profile of this Project, based on the mine plan provided in Section 16, would make it one of the largest antimony producers outside of Asia.

 

· Antimony concentrate payables would potentially be:

 

o 60 to 70% payable for an antimony concentrate with a grade of 55 to 60% antimony, respectively, with no treatment or refining charges and no minimum deductions;

 

o deleterious element charges may apply, particularly for selenium and arsenic;

 

o gold would not be subject to refining or other deductions and would yield payables of:

 

§ 15 to 20% for concentrate gold grades of 5.0 to 8.5 g/t Au, respectively;

 

§ 20 to 25% for concentrate gold grades 8.5 to 10.0 g/t Au, respectively; and

 

§ 25% for concentrate gold grades greater than 10.0 g/t Au.

 

o silver would not be subject to refining or other deductions and would yield payables of:

 

§ 40 to 50% for concentrate silver grades of 300 to 700 g/t, respectively; and

 

§ 50% for concentrate silver grades greater than 700 g/t.

 

· Currently only a small number of smelters, all of them located in Asia, have the capacity to treat the volume of antimony concentrate planned for production by the Project. Other smelting possibilities outside of Asia were discussed, but such facilities are only at the planning stage, and may or may not be viable alternatives 5 to 7 years in the future.

 

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Based on the payability information provided by an independent leading industry participant, and on the concentrate transportation costs discussed in Section 18, Table 19.2 summarizes the antimony concentrate payables and transportation charge assumptions for this study.

 

Table 19.2:     Antimony Concentrate Payables and Transportation Assumptions

 

Parameter Concentrate Payables and Transportation Charges
Antimony Payability Constant at 68% (based on a constant life-of-mine concentrate grade of 59%)
Gold Payability

<5.0 g/t Au no payability

≥5.0 g/t ≤8.5 g/t Au payability of approximately 15 - 20%

≥8.5 g/t ≤10.0 g/t Au payability of approximately 20 - 25%

≥10.0 g/t Au payability of approximately 25%

Silver Payability

<300 g/t Ag no payability

≥300 g/t ≤700 g/t Ag payability of approximately 40 - 50%

≥700 g/t Ag payability of approximately 50%

Transportation Charges $151/wet tonne from site to Asia

 

19.2              Metal Prices

 

The metal prices selected for the four economic cases in this report are shown in Table 19.3; the basis for selection of these metal prices is also provided in the table.

 

Table 19.3:     Assumed Metal Prices by Case

 

      Metal Prices      
Case     Gold
($/oz)
      Silver(1)
($/oz)
      Antimony(1)
($/lb)
    Basis
Case A   $ 1,200     $ 20.00     $ 4.00     Lower-bound case that reflects the lower prices over the past 36 months and spot on December 1, 2014.

Case B

(Base Case)

  $ 1,350     $ 22.50     $ 4.50     Approximate 24-month trailing average gold price as of December 1, 2014.
Case C   $ 1,500     $ 25.00     $ 5.00     Approximate 48-month trailing average gold price as of December 1, 2014.
Case D   $ 1,650     $ 27.50     $ 5.50     An upside case to show Project potential at metal prices approximately 20% higher than the base case.

 

Note:

(1) Prices were set at a constant gold:silver ratio ($/oz:$/oz) of 60:1 and a constant gold:antimony ratio ($/oz:$/lb) of 300:1 for simplicity of analysis, although individual price relationships may not be as directly correlated over time. Historic gold:silver ratios have averaged around 60:1.

 

There is no guarantee that the gold, silver, and antimony prices used in the study cases would be realized at the time of production. Prices could vary significantly higher or lower with a corresponding impact on Project economics. Historical gold, silver and antimony prices, shown on Figure 19.1, Figure 19.2 and Figure 19.3, respectively, highlight the variable nature of metal prices and their recent historical high level.

 

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Figure 19.1:     Historical LME Gold PM Fixed Prices

 

 

 

Figure 19.2:     Historical LME Silver PM Fixed Prices

 

 

 

 

 

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Figure 19.3:     Historical Antimony Metal Standard Grade II Prices

 

 

 

19.3              Contracts

 

There are no mining, concentrating, smelting, refining, transportation, handling, sales and hedging, forward sales contracts, or arrangements for the Project. This situation is typical of an exploration project that is still several years away from production.

 

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SECTION 20 TABLE OF CONTENTS

 

SECTION PAGE
         
20 Environmental Studies Permitting and Social Community Impacts 20-1
       
  20.1 Environmental Baseline Studies 20-1
       
    20.1.1 USFS/EPA Stibnite Characterization and Risk Assessment 20-2
    20.1.2 MSE Environmental Site Assessments 20-2
    20.1.3 Consent Decrees under CERCLA 20-5
    20.1.4 HDR and MWH Adequacy Audits 20-5
         
  20.2 Permitting 20-6
       
    20.2.1 Environmental Impact Statement 20-6
    20.2.2 National Pollutant Discharge Elimination System Permit 20-8
    20.2.3 U.S. Army Corps of Engineers Section 404 Dredge and Fill Permit 20-8
    20.2.4 ESA Consultation 20-8
    20.2.5 Other Federal Programs 20-9
    20.2.6 Major State Authorizations, Licences, and Permits 20-9
    20.2.7 Local County Requirements 20-11
    20.2.8 Idaho Joint Review Process 20-11
    20.2.9 EIS / Permitting Sequence and Costs 20-11
    20.2.10 Midas Gold Permitting Management Strategy 20-13
    20.2.11 Permitting Risks and Risk Management Strategy 20-13
         
  20.3 Social and Community Impact 20-15
         
    20.3.1 Estimated Job Creation and Payroll from Construction of Stibnite Gold Project 20-17
    20.3.2 Estimated Job Creation and Payroll from Operation of Stibnite Gold Project 20-17
    20.3.3 Sales and Taxation of the Stibnite Gold Project 20-20
       
  20.4 Geochemical Characterization 20-21
       
    20.4.1 Waste Rock Characterization 20-22
    20.4.2 Waste Rock Geochemistry 20-22
    20.4.3 Implications for Waste Rock Management 20-25
    20.4.4 Tailings Characterization 20-26
    20.4.5 Spent Ore Characterization 20-27
       
  20.5 Mitigation 20-28
       
    20.5.1 Mitigation through Responsible Operations 20-28
    20.5.2 Mitigation through Facilities Locations 20-29
    20.5.3 Protect Local ESA Listed Fish Species Populations and Enhance Habitat 20-32
    20.5.4 Protect and Improve Local Surface Water and Groundwater Quality 20-32
    20.5.5 Enhancement, Restoration, or Creation of Wetlands, Streams, or Habitat 20-32
         
  20.6 Closure 20-33
         
    20.6.1 Tailings and Main Waste Rock Storage Facilities 20-36
    20.6.2 Hangar Flats Open Pit 20-39
    20.6.3 Yellow Pine Open Pit 20-42
    20.6.4 West End Waste Rock Storage Facility 20-45
    20.6.5 West End Open Pit 20-45

 

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    20.6.6 Plant Site and Related Infrastructure 20-45
    20.6.7 Burntlog Access Road 20-45
    20.6.8 Operations Camp 20-45
    20.6.9 Haul Roads 20-46
    20.6.10 Power-Line Corridor 20-46
    20.6.11 Waste Management Considerations 20-46
    20.6.12 LOM and Post-Closure Environmental Monitoring 20-46
    20.6.13 Conservation and Closure Costs 20-48

 

SECTION 20 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table ‎20.1: Recognized Environmental Conditions by Category 20-3
     
Table ‎20.2: Consolidated RECs by Category and Ownership 20-4
     
Table ‎20.3: Valley County Covered Employment & Average Annual Wages per Job 20-16
     
Table ‎20.4: Estimated Construction Period Employment and Payroll 20-17
     
Table ‎20.5: Valley and Adams Counties Large Employers Statistics 20-18
     
Table ‎20.6: Estimated Operating Period Employment 20-19
     
Table ‎20.7: Priority Conservation Components 20-34
     
Table ‎20.8: Recommended Potential Planting Zones and Plant Species 20-37

 

SECTION 20 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure ‎20.1: Mine Permitting Requirements 20-7
     
Figure ‎20.2: Annual Employment Estimates for Construction and Operations 20-20
     
Figure ‎20.3: Chart of Estimated State and Federal Taxes 20-21
     
Figure ‎20.4: Neutralization Potential Ratio versus Net Neutralization Potential 20-24
     
Figure ‎20.5 Project Facilities Locations Relative to Historical Disturbance 20-31
     
Figure ‎20.6: Overall Site Closure 20-35
     
Figure ‎20.7: Tailings Storage Facility Post Closure Details 20-38
     
Figure ‎20.8: Upper Meadow Creek Area Existing Conditions and Post Closure 20-40
     
Figure ‎20.9: Hangar Flats and Main WRSF Area Post Closure Details 20-41
     
Figure ‎20.10: Yellow Pine Open Pit Existing Conditions and Post Closure 20-43
     
Figure ‎20.11: Yellow Pine Open Pit Post Closure Details 20-44

 

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20            Environmental Studies Permitting and Social Community Impacts

 

In conjunction with its redevelopment of the Stibnite Gold Project, Midas Gold would restore much of the historically impacted brownfields site to a more natural condition than exists today. The Project area has been mined extensively for tungsten, antimony, mercury, gold, and silver since the early 1900s in numerous episodes historically and in the modern era. The District has a strong history of providing strategic metals to the United States during times of high demand such as war time critical minerals shortages; providing substantial economic benefit to the local counties and the State of Idaho, and providing much needed jobs and support to local businesses for nearly 100 years. These various historic mining efforts have shaped the District, changed the paths of rivers and streams, and left significant legacy impacts. The significant history of this District has left a variety of Recognized Environmental Conditions (RECs), legacy environmental features, areas of significant disturbance, and residual surface features that persist to this day.

 

Multiple cleanup efforts undertaken at the site by Federal and State agencies and private companies pursuant to multiple cooperative agreements include stream improvements, historic tailings reclamation efforts, facility removal and cleanup, surface disturbance reclamation, and specific action cleanup projects under the CERCLA. These projects have improved water quality, isolated historic waste features, and improved sediment control from disturbed ground; however, there still remain substantial surface disturbances, major sediment sources, water quality impacts, and degraded aquatic and terrestrial wildlife conditions, compounded further by extensive forest fire impacts and subsequent damage from soil erosion, landslides and debris flow, and resultant sediment transport.

 

In the Stibnite Gold Project design, Midas Gold has created a plan to restore much of the site by removing existing barriers to fish migration and re-establishing salmon and steelhead fish passage, removing uncontained historic tailings, reusing historic spent ore material for construction, restoring stream channels, and implementing sediment control projects such as on the East Fork of Meadow Creek (aka Blowout Creek). In addition to remediating historic disturbance, Midas Gold has endeavoured to minimize the Project’s footprint and related impacts by siting facilities and roads on previously disturbed ground and away from riparian areas. Midas Gold has designed the major access route into the Project site to include existing roads for most of its length, with some alternate sections designed to avoid rivers and large waterways, resulting in maximum sediment control and related protection of water quality, and reducing risks of vehicle incidents impacting waterways. By including some of the workforce in an office complex in the nearby town of Cascade, the on-site workforce (the majority of which will be bussed in) would be minimized, resulting in less traffic. Re-establishment of historic electrical line power to the Project site will serve to minimize fossil fuel consumption and related haulage along the access route, and improve the reliability of services for communities and residents along the power-line corridor.

 

The following sections provide Project-related information on site characterization efforts and existing conditions, anticipated permitting requirements for potential development, social and community impacts and considerations, geochemical materials characterization, mitigation of stream and wetland potential disturbances, and reclamation and closure.

 

20.1         Environmental Baseline Studies

 

An extensive set of baseline data demonstrating historic and existing conditions exists for the Stibnite Gold Project site. Midas Gold contracted HDR, Inc. (HDR) and MWH Americas, Inc. (MWH) to provide an environmental adequacy review of all available environmental baseline reports and data compiled for the period 1979 through present. This adequacy review supplements information developed for two prior Environmental Impact Statements completed for the site since 1982 that were conducted in connection with historical mining operations discussed in Section 6 of this Report. The adequacy review was the basis for the design of individual work plans for collection of environmental baseline data. These work plans are discussed later in Section 20.1.4.

 

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20.1.1 USFS/EPA Stibnite Characterization and Risk Assessment

 

An environmental site characterization was conducted at the Project site from 1998 through 2000 by the USFS and the EPA (who contracted URS Corporation (URS) to complete the work). The Stibnite Site Characterization and Risk Assessment (URS, 2000b) (the “URS Report”), involved a complete site characterization that addressed:

 

· geology and hydrology (surface water and ground water);

 

· surface water features and stream classification;

 

· fish and wildlife;

 

· aquatic resources;

 

· vegetation;

 

· air quality;

 

· land use; and

 

· human health.

 

The chemical, biological, and habitat characterization presented in the URS Report was used to prepare a risk evaluation report that determined there were no unacceptable risks to the environment or human health posed by chemical or physical stressors described in the URS Report. For all categories of populations exposed, the risk was shown as “unlikely”, and there were no populations (fish, wildlife, or human) shown as having a "likely" risk. This all-inclusive environmental baseline has been and is being augmented by additional Project environmental baseline studies as described in the following sections.

 

20.1.2 MSE Environmental Site Assessments

 

In 2009 and 2010, Midas Gold and Vista US contracted Millennium Science & Engineering, Inc. (MSE) to conduct Phase I and Phase II Environmental Site Assessments (ESAs), as prescribed by the American Society for Testing and Materials (ASTM) Standard Practices for Environmental Site Assessments (E 1527-05) (ESAs) and ASTM Standard Guide for Site Assessments; and Phase II Site Assessment Process (E-1903-97) for multiple parcels within the Project area; additional parcels acquired in April and May 2011 that were not part of the ESA’s were assessed by Midas Gold but have not been the subject of any physical disturbance by Midas Gold.

 

The purpose of the Phase I ESA was to identify, pursuant to the processes prescribed in Standard Practice E 1527-05, RECs in connection with the Property. The term “recognized environmental condition” is defined by ASTM as “The presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release, or a material threat of a release of any hazardous substances or petroleum products into structures on the property or into the ground, groundwater, or surface water of the Property.” The extent and coverage of the MSE investigation follows ESA standards developed by ASTM as set forth in Standard Practice E 1527-05 (ASTM 2005) and the All Appropriate Inquiry (AAI) standard in Title 40 Code of Federal Regulations (CFR) Part 312. The ASTM Standard E1527-05 defines good commercial and customary practice for conducting an ESA of a parcel of commercial real estate with respect to the range of hazardous materials (within the scope of CERCLA and potential presence of petroleum products or residual which could adversely affect the environment. As such, this practice is intended to enable a user to satisfy, where applicable, the bona fide prospective purchaser (BFPP), contiguous property owner (CPO), and the “innocent landowner” defenses.

 

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The Phase II investigation by MSE was conducted in coordination with a Phase I ESA of the Property also prepared by MSE. As noted above, the primary purpose of the Phase I ESA was to identify RECs associated with a specific site using information from limited sources such as literature reviews, public records, personal interviews, and a simple verification site visit. The purpose of the Phase II Environmental Analysis and Review was to further evaluate several of the significant RECs identified in the Phase I, conduct a regulatory review of likely applicable environmental regulations, further review existing data, and perform field verification and collection of additional site specific data. For this investigation by MSE, the further evaluation of significant RECs and data analysis/collection was limited to the following areas:

 

· geomorphic stability;

 

· aquatic and riparian ecology/fisheries;

 

· surface water quality;

 

· slope stability; and

 

· air quality.

 

The primary purpose of a Phase II ESA as detailed in “ASTM E1903 – 97 (2002) Standard Guide for Environmental Site Assessments: Phase II Environmental Site Assessment Process” is “to evaluate the recognized environmental conditions identified in the Phase I ESA or transaction screen process for the purpose of providing sufficient information regarding the nature and extent of contamination to assist in making informed business decisions about the property; and where applicable, providing the level of knowledge necessary to satisfy the BFPP, CPO, and innocent purchaser defenses”.

 

The results of the ESAs indicate that overall water quality in all drainages is marginally impaired due to the highly mineralized nature of area and the duration and extent of historic mining. However, a site characterization conducted in 2000 by URS showed that surface water quality in the Meadow Creek and the EFSFSR improved substantially between 1997 and 1999 as a result of the Bradley Tailings Diversion and Reclamation Project.

 

There were 88 potential or known RECs in the evaluated portion of the Property that were categorized based on their risk rating as defined in Table 20.1.

 

Table 20.1:          Recognized Environmental Conditions by Category

 

REC Category Number Description of Category of REC
Critical 0 Imminent threats to human health or the environment
Significant 15 High volume of waste or potential for high contaminant concentrations
Moderate 40 Moderate volume of waste, footprint or potential contaminant concentrations
Low 33 Low or unlikely to impact surface or groundwater

 

Of the 88 documented RECs, none are in the “Critical” category according to the MSE Report. Midas Gold has since amalgamated many of these RECs and reduced the number of identified potential RECs to 24; examples include amalgamating into a single REC those being counted as two or more due to continuity across a claim boundary, such as was the case with the SODA being counted independently on both patented and unpatented land. Six of these 24 potential RECs are located solely on patented land; four are located solely on unpatented land; and 14 of the potential RECs are located on both patented and unpatented land. Table 20.2 presents a consolidated REC summary.

 

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Table 20.2:         Consolidated RECs by Category and Ownership

 

REC No. REC Description Patented / Unpatented MSE Risk Category
1 Spent Ore Disposal Area (SODA) Both Low - High
2 Former Meadow Creek Mill and Smelter Complex Both High
3 Hecla Heap and Former Processing Facilities Patented Low - Medium
4 Wastewater land application of heap leach effluent Both Low
5 Former Stibnite Mines Inc. (SMI) Heap Leach Pads Patented Medium
6 Former SMI Processing Plant Patented Low - Medium
7 Former Fuel Oil ASTs Areas Patented Medium
8 West End (Waste Rock) Both Medium - High
9 Yellow Pine Pit (Historic Tailings) Patented High
10 Yellow Pine Pit Waste Rock Both Medium - High
11 Former Monday Camp Both Medium
12 USFS Yellow Pine Repository Patented Low
13 Former Barrel Dumps Both Low
14 DMEA Mine Waste Rock Dump Unpatented Medium
15 Former Stibnite Landfill Unpatented Low - Medium
16 Former Pilot Plant Unpatented Low
17 Former Stibnite Service Station Unpatented Low
18 Historic Mine Workings Both Low - Medium
19 General Erosion and Sediment Transport Both Low - High
20 Fish Migration Barrier at Yellow Pine Pit Both Medium
21 Contaminated Groundwater in Alluvial Aquifer Both High
22 Placement of Spent Ore and Waste Rock Throughout District Both Medium
23 Slope Stability / Geotechnical Both Low - Medium
24 Surface Water Quality Both Medium

 

As noted above, none of the RECs were deemed “Critical” and no RECs were categorized as imminent threats to human health or the environment. Midas Gold is actively monitoring surface water, groundwater, seeps and springs at the site, according to the approved monitoring plan. The United States Geologic Survey (USGS) continuously monitored water quality on the site between from 1983 to 1996, and, in addition to Midas Gold’s water quality monitoring; the USGS began its water quality monitoring again in 2011 through a partially funded cooperative arrangement with Midas Gold. These continuing monitoring programs serve as environmental protections, collection of important environmental baseline data and maintenance of Midas Gold’s BFPP status. Midas Gold intends to avoid causing disturbance of existing RECs unless necessary in the context of exploration or potential future development of the Project. At this time, based on known RECs, Midas Gold is not aware of any existing risks that could materially affect potential development at the Project site.

 

Although some portions of the Project site were placed on the Federal Facilities Docket on September 25, 1991, and are currently listed on the Comprehensive Environmental Response, Compensation, and Liability Information System (CERCLIS) List (No. ID9122307607), in 2001 both the EPA and the Bureau of Environmental Health and Safety (BEHS), Division of Health, Idaho Department of Health and Welfare determined the risk to be too low for listing on the National Priorities List (NPL). No further public action by the EPA or Idaho Department of Environmental Quality (IDEQ) has been pursued.

 

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20.1.3 Consent Decrees under CERCLA

 

Several of the patented lode and mill site claims acquired by Midas Gold comprising part of the West End Deposit, and the Cinnabar claims held under purchase option from the Estate of J.J. Oberbillig are the subject of a consent decree entered in the United States District Court for the District of Idaho (United States v. Estate of J.J. Oberbillig, No. CV 02-451-S-LMB (D. Idaho)) in 2003. Portions of the Yellow Pine and Hangar Flats deposits are the subject of a consent decree entered in the United States District Court for the Northern District of California (United States v. Bradley Mining Company, et al., No.CV-03968 TEH) in 2012. These consent decrees which Midas Gold has discussed with the relevant regulatory agencies, involve or pertain to environmental liability and remediation responsibilities with respect to the affected properties described in each. Among and subject to the various provisions in each of the decrees, these decrees can be generally described as providing the regulatory agencies that were party to the agreement access the right to conduct remediation activities and also requiring that successors and assignees refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies.

 

Midas Gold has taken all reasonable steps to locate but cannot ensure it has identified every consent decree or administrative order which may affect the Project site. In addition, the EPA, the Forest Service, and the State of Idaho have jointly identified certain required environmental remediation measures for the affected mineral properties, some of which comprise a portion of the historical Stibnite mine site, pursuant to CERCLA and the Resource Conservation and Recovery Act (RCRA). The Bradley and Oberbillig decrees and any required remediation measures specified by these agencies may impact future exploration and development activities on the affected properties. In addition to such required measures, Midas Gold has undertaken and plans to further undertake voluntary remediation measures to improve the overall environmental condition of the Stibnite Gold Project area. Existing consent decrees do not preclude Midas Gold from pursuing these steps to remediate and improve the environmental status of the site. These steps are described in more detail later in this Report.

 

20.1.4 HDR and MWH Adequacy Audits

 

In 2011, Midas Gold retained environmental consulting firms HDR and MWH of Boise, Idaho, and their sub-consultants, to conduct technical adequacy audits of all existing environmental information, and to develop individual work plans to conduct an environmental baseline collection program. These workplans were developed to include the following resource listing:

 

· aquatic resources;

 

· air quality;

 

· cultural resources;

 

· environmental justice;

 

· geochemistry;

 

· soils and geology;

 

· groundwater hydrology;

 

· groundwater quality;

 

· noise;

 

· public health and safety;

 

· recreation;

 

· socioeconomics;

 

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· surface water hydrology;

 

· surface water quality;

 

· terrestrial vegetation;

 

· terrestrial wildlife;

 

· transportation and site access;

 

· visual resources;

 

· water rights; and

 

· wetland resources.

 

The environmental baseline work plans for these subject categories prepared by HDR and MWH have been approved by the USFS interdisciplinary team (ID Team), with input from involved state and federal agencies. The ID Team was specifically organized to oversee these environmental studies, to establish the existing environmental conditions, identify and quantify environmental risks and liabilities, and monitor for potential impacts from onsite activities. The ID Team is comprised of highly qualified specialists in each of the resource categories. Initial supplemental baseline studies in the areas of surface and ground water, wetlands, and vegetation were initiated in the summer of 2011. Geotechnical and geochemical fieldwork also commenced during the 2011 field season, as were fisheries, wildlife, transportation and other needed baseline studies. In early 2013, Midas Gold contracted senior NEPA specialists to conduct a baseline adequacy review to increase assurance that appropriate baseline studies were being undertaken to support future NEPA analysis of a potential mining project.

 

The environmental baseline program for all the major resource categories would continue through 2015 in order to accurately describe the existing environment at the “brownfield site”, and allow for a "full and fair" discussion of all potentially significant environmental impacts in the event that the Stibnite Gold Project moves forward. The fact that the entire Stibnite Gold Project has been studied extensively, both historically and currently, ensures the scientific integrity of the methodologies and analysis used to collect the data; this ensures that a meaningful analysis can conducted, allowing for a comparative assessment of all alternatives.

 

20.2                Permitting

 

20.2.1 Environmental Impact Statement

 

USFS approval of any Final Plan of Operations (PoO) / Reclamation Plan for the Project requires an environmental analysis under NEPA. NEPA generally requires federal agencies to study and consider the likely environmental impacts of the proposed action before taking whatever discretionary federal action is necessary for the Project to proceed. Figure 20.1 shows the "umbrella" structure of NEPA.

 

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Figure 20.1:            Mine Permitting Requirements

 

 

Under NEPA, the “purpose and need” for the potential Project would be to conduct open pit mining, which would disturb approximately 1,425 acres of land on unpatented and patented mining claims within the Project area to produce gold, antimony, and other minerals from mineralized material reserves, of which approximately 680 acres is deemed already disturbed or impacted by prior mining-related activities. The Project mining operations would provide the opportunity to improve the environmental condition of previously disturbed and surrounding site, as described elsewhere.

 

The EIS and the related Record of Decision (ROD) for PoO approval serves as an "overarching” procedural permitting requirement, as well as that of at least three other primary federal authorizations or determinations:

 

· National Pollutant Discharge Elimination System (NPDES) Permit for water discharge;

 

· United States Corps of Engineers (USACE) 404 Dredge and Fill Permit; and

 

· Endangered Species Act (ESA) Biological Opinion.

 

The EIS and ROD for the PoO effectively drive the entire permitting process, since a completed final EIS and favorable ROD are generally required before these important clearances can be obtained or utilized.

 

The Council on Environmental Quality identifies 10 factors for determining the significance of a proposed action, and the potential requirement for an EIS. Of these, three primary circumstances are related to mining activities:

 

· potential impacts on wilderness and other pristine, undeveloped areas;

 

· potential impacts on threatened and endangered species; and

 

· situations where several individual mining projects would affect a single watershed circumstance.

 

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The fact that the Project site is a "brownfield site" (extensively mined in the past) and the subject of historic CERCLA cleanup actions, along with potential impacts on threatened and endangered species, would combine to require an EIS for any proposed action for developing a mine and processing facilities at the site.

 

Other primary federal and state authorizations and/or permits are described in the sections which follow. The discussion ties EIS and other permitting requirements together in terms of an estimated schedule and costs for completing the program.

 

20.2.2 National Pollutant Discharge Elimination System Permit

 

An NPDES Permit is required for point source discharges from the mining operation to "waters of the United States". In addition, since the Project is subject to performance standards for “new sources” for its respective industrial source category, the Project must demonstrate that it is applying the best available control technology to meet applicable water quality standards. The permit application must be submitted at least 180 days prior to the approved discharge.

 

Storm water discharges associated with this industrial activity require a related permit. Storm water is defined as "storm water runoff, snowmelt runoff, and surface runoff and drainage". Active storm water would be managed via a storm-water pollution prevention plan (SWPPP). This document must also be submitted at least 60 days before commencing the discharge. Where flows are from conveyances that are not impacted by operational activities, or do not come in contact with overburden or other mine waste, a permit is not required. Hence, the water management scheme developed for the Project endeavours to collect and convey clean water around the mining operation and discharge downstream, wherever feasible and practicable.

 

20.2.3 U.S. Army Corps of Engineers Section 404 Dredge and Fill Permit

 

A Section 404 Permit is required under the Clean Water Act for the discharge of dredged or fill material placed into waters of the United States. Dredged or fill material includes tailings and waste rock. Other activities, in addition to the tailings and waste rock storage that may require a 404 Permit are:

 

· road construction;

 

· bridges;

 

· construction of dams for water storage;

 

· stream diversions; and

 

· certain reclamation activities.

 

Waters of the United States include certain defined wetlands. A 2009 U.S. Supreme Court decision found mine tailings to be "fill", and can, therefore, be placed into waters of the United States with an approved Section 404 USACE Dredge and Fill Permit.

 

20.2.4 ESA Consultation

 

The Endangered Species Act prohibits the taking of fish and wildlife species classified as endangered or threatened, unless otherwise authorized. The following species are, or may be, in the vicinity of the Project site:

 

· spring/summer Chinook salmon (threatened);

 

· steelhead trout (threatened);

 

· bull trout (threatened);

 

· west slope cutthroat trout (sensitive);

 

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· Canada lynx (threatened);

 

· whitebark pine (sensitive); and

 

· milkvetch (sensitive).

 

A biological opinion would be required for the listed species, under Section 7 of the Clean Water Act. Federal agencies are required to "conserve endangered or threatened species, and to ensure that their actions are not likely to jeopardize the continued existence of any of these species or adversely modify their designated habitat" (ESA, 16 U.S.C. Section 1538(a). Consultation with National Oceanic and Atmospheric Administration (NOAA) Fisheries for Chinook salmon and steelhead trout species would be required. The United States Fish and Wildlife Service (USFWS) would be the consulting agency for bull trout (non-anadromous fish) and the Canada lynx.

 

The consultation process would be run concurrently with the EIS. Some adverse effect is allowed, provided it does not jeopardize the continued existence of the species. Typically, a biological assessment (precursor to biological opinion) is prepared by the third-party contractor preparing the EIS. This assessment can be used to satisfy both the requirements of the ESA and NEPA. If the USFS concludes that the Project may affect a listed species or habitats, the assessment would then require formal consultation and a biological opinion. This involves:

 

· a summary of the information upon which the USFWS’ opinion is based;

 

· a detailed discussion of the effects of the actions on listed species or critical habitat; and

 

· USFWS’ opinion as to whether the agency action would jeopardize "the continued existence of the species, or adversely modify their critical habitat”. The formal biological opinion must be issued within 135 days from the date that the formal consultation is initiated.

 

20.2.5 Other Federal Programs

 

There is no comprehensive federal groundwater quality statute, in contrast to surface water and the Clean Water Act. Ground water protection is found in several programs which include: the Safe Drinking Water Act, sections of CERCLA, and the RCRA. The Safe Drinking Water Act was implemented by the State of Idaho to enforce drinking water regulations for municipalities, public water systems, and related facilities. Based on the anticipated number of personnel, this operation would be classified as a public water system.

 

The federal Clean Air Act regulates air quality and the Project would be subject to National Ambient Air Quality Standards; definitive air quality criteria would apply. The operation would be required to meet Prevention of Significant Deterioration requirements, visibility regulations, and National Emission Standards for Hazardous Air Pollutants. This would involve pre-construction and operating permits issued and managed by the State of Idaho described below in this section.

 

20.2.6 Major State Authorizations, Licences, and Permits

 

The federal and state application processes would be integrated and processed concurrent with the EIS. The key authorizations, licenses, and permits required by the State of Idaho are as follows:

 

· Air Quality Application for Permit to Construct and Operate – This permit assesses the allowable impacts to air quality, and prescribes measures and controls to reduce and/or mitigate impacts.

 

· Cyanidation Permit – This permit is required by IDEQ and is applicable for a facility that processes mineralized material using cyanide as the primary reagent. Midas Gold intends to produce gold doré onsite and uses cyanide in its production. The regulations apply to both operations and closure and reclamation of any cyanide facility.

 

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· Land Application Permit – In order to apply any treated process wastewater to a designated land area for ultimate disposal, the mining company must obtain a Land Application Permit from IDEQ. This could be required in order to meet the performance standards for new sources “zero discharge” requirement for net precipitation minus evaporation. This is also a safeguard to ensure no unpermitted discharges.

 

· Ground Water Rule – This rule establishes minimum requirements for ground water protection through standards and a set of aquifer protection categories. To implement the rule, Midas Gold would need to request the establishment of points of compliance outside and down-gradient from the mine area(s). Midas Gold would also establish reasonable upper-tolerance limits for all compliance wells, working directly with IDEQ. These upper-tolerance limits would take into account the high naturally-occurring background levels for several parameters.

 

· Total Maximum Daily Loads (TMDL) – In Idaho, TMDLs are generally assessed on a sub-basin level, which means water bodies and pollutants within a hydrologic sub-basin are generally addressed within a sub-basin report. An earlier TMDL for the main-stem South Fork Salmon River was approved by EPA in 1991. That TMDL set surrogate sediment targets for percent fines and cobble embeddedness. The Salmon River, South Fork Sub-basin report was updated in 2012 with an EPA approved addendum in February 2012 that proposed to remove the EFSFSR from the 303(d) list for sediments and metals. Recent reclamation work has stabilized historic mine and mill tailings in the discharge, and reduced transport of metals in sediment (HDR, 2012). This program of concurrent reclamation, best management practices (BMP) applications, and special environmental enhancement projects would be continued by Midas Gold during construction and over the life of the Project, should it proceed.

 

· Water Rights – As described in Section 5 of this technical report Midas Gold currently holds four permanent water rights associated with the mining activity area. Additional water rights will need to be secured through direct permit application and subsequent approval of such rights from the Idaho Department of Water Resources (IDWR) in order to have sufficient water rights to support Project development.

 

· Stream Channel Alteration Permit – This permit is required by the IDWR for a modification, alteration, or relocation of any stream channel within or below the mean high water mark. The PFS contemplates relocating Meadow Creek and the EFSFSR, both temporarily and permanently, as part of the overall mine plan. This permit would be obtained in conjunction with any USACE 404 permit obtained for the same purpose.

 

· Dam Safety Permit – The IDWR requires a Dam Safety Permit for dams greater than 10 ft high or for reservoirs exceeding a 50-acre-feet storage capacity. The Application to Construct a Dam includes design plans and specifications for construction of the dam. Mine tailings impoundments greater than or equal to 30 ft high are regulated by IDWR in the same manner. Design and construction requirements for mine tailings impoundment structures are described in IDAPA 37.03.05. The PFS contemplates construction of a TSF in the Meadow Creek drainage and would need to seek to obtain this authorization.

 

· Water and Wastewater Systems – The drinking water system(s) design for the contemplated work camp (construction and operations) must be approved prior to use. This would assure compliance with the Safe Drinking Water Act. IDEQ would also require approval of plans and specifications for any new sewage treatment and disposal for the work camp.

 

· Fuel Storage Facilities – Any proposed fuel storage must also comply with IDEQ design and operating standards, as well as Idaho State Fire Marshall and Valley County requirements.

 

· Reclamation Plan – All surface mines must submit and obtain approval of a comprehensive reclamation plan (Title 47) for mining activities on patented land as administered by the Idaho Department of Lands (IDL). This includes detailed operating plans showing pits, mineral stockpiles, overburdened piles, tailings ponds, haul roads, and all related facilities. The Reclamation Plan must also address appropriate BMPs, and provide for financial assurance in the amount necessary to reclaim those mining activities. The plan must be approved prior to any surface disturbance. A large portion of the contemplated Yellow Pine, West End, and Hangar Flats pits and associated facilities are located on patented land.

 

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· State Historic Preservation Office – Approval of a historic/cultural resources assessment by the State Historic Preservation Office would be required. The Project is located within the Stibnite National Historic District.

 

· Others – State requirements would also involve compliance with the Idaho Solid Waste Management Regulations and Standards, transportation safety requirements enforced by the Idaho Public Utilities Commission, and others.

 

20.2.7 Local County Requirements

 

There are several other permits and approvals that would apply to the Project including:

 

· conformance with the Valley County Comprehensive Plan;

 

· issuance of building permits by the county; and

 

· sewer and water systems approval by Central District Health Department, and various other authorizations.

 

A key annual authorization by the Valley County Road Department is the Valley County Road Use Permit for any mining operation. This permit addresses standard operating procedures for the road route to be used, seasonal limits, spill prevention and response planning, Hazardous Waste Operations and Emergency Response (HAZWOPER) or hazardous materials handling training, convoying, and other requirements.

 

20.2.8 Idaho Joint Review Process

 

The IDL is responsible for implementation of the Idaho Joint Review Process (IJRP); this process was established in order to coordinate and facilitate the overall mine permitting process in the state. The IJRP involves an interagency Memorandum of Understanding (MOU) between involved state and federal agencies. Further, the IJRP addresses a process to achieve pre-analysis coordination in approving / administering exploration permits, interagency agreement on plan completeness, alternatives considered, draft and final permits, bonding during mine plan analysis, and interagency coordination related to compliance, permit changes and reclamation/closure for major mining projects. In Idaho, the Joint Review Process was established to be the basis for interagency agreement (state, federal, and local) on all permit review requirements. The focus of the IJRP is concurrent analysis timelines; this would include, for example, in the case of Stibnite Gold Project the NEPA process, NPDES permit, USACE 404 permit, state 401 Certification of these two key permits, the State Cyanidation Permit, and the ESA Consultation. The IJRP may play a key role in achieving two primary permitting goals: (1) increased communication and cooperation between the various involved governmental agencies, and (2) reduced conflict, delay, and costs in the permitting process.

 

20.2.9 EIS / Permitting Sequence and Costs

 

This section describes the overall EIS and permitting sequence. In order to understand the sequence, recent EIS and permitting projects similar to the Stibnite Gold Project were reviewed. With regard to the likely scope of the Project, the following conceptual description was developed as the basis for this permitting analysis:

 

· Regulatory – EIS required; USFS Lead Agency; EPA, USACE, and IDL are cooperating agencies; National Marine Fisheries Service (NMFS) and USFWS are also possible cooperating agencies;

 

· Mining – estimated at 20,000 to 24,000 stpd mineralized material with an approximate 3.5:1 waste rock to mineralized material strip ratio;

 

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· Processing – tailings by-product (commingled flotation and oxidized concentrate tailings) with high energy requirement for pressure oxidation of the mineralized material;

 

· Power – initial diesel generation during construction with some hydro power potential; line power would be developed to coincide with commencement of production;

 

· Waste Rock – potentially some selective placement would be required likely due to geochemical reactivity; large volumes would be stored and managed;

 

· Water Supply – available from existing or pending and future needed water rights;

 

· Water Treatment – appropriate water treatment technology and/or forced evaporation;

 

· Project Access – Burntlog route with backup provided by the South Fork and Johnson Creek roads;

 

· Man Camp – one camp located onsite;

 

· Laboratory and Office/Warehouse – located in Cascade to require EPA identification number for hazardous waste generation, storage and possible water treatment plant to pre-treat/treat laboratory wastes prior to discharge;

 

· Manpower – a peak construction-related workforce of approximately 1,000 direct jobs and approximately 475 to 525 direct jobs during operations;

 

· Operating Schedule – mining and processing year-round; and

 

· Total Land Disturbance– approximately 1,715 acres of patented and unpatented land (including Burntlog access route), of which approximately 684 acres is deemed already disturbed or impacted by prior activities.

 

This concept was developed only for the purpose of “scaling” the Project, such that the estimated schedules and costs could be compared with the projects listed earlier.

 

An EIS/permitting sequence is summarized below in four primary permitting windows.

 

1. Start baseline confirmatory studies for surface and ground water, fisheries and wildlife, geotechnical, geochemical as well as air quality and wetlands work and others. This work has been underway since 2011.

 

2. Commence preparation of the Initial Plan of Operations. Negotiate an MOU with the USFS for preparing the EIS. Conduct initial internal scoping with agency and political contacts concurrently, develop all other permit applications for submittal. During this period, the third-party EIS contractor would be selected by the USFS with input from the USACE and EPA. This would occur in time for the contractor to lead the scoping meetings. This assumes the EIS scoping would be conducted during this time and involves at least three public hearings (Yellow Pine, McCall, and Cascade). The contractor would then finalize the EIS work plan and initiate early environmental baseline adequacy determination write-ups for the various resource categories (air, water, socio-economics, etc.).

 

3. A Preliminary Draft EIS would be completed by the USFS (using a third-party contractor). This document would be for the lead and cooperating agencies and Midas Gold review only. Typically, this review would require about 90 to 120 days. In the initial stages of this period, Midas Gold would file most (if not all) of their permit applications. Some, like the water rights applications, would have already been submitted to the appropriate agencies; others, like the Corps 404 Permit and EPA NPDES Permit require the Draft EIS “preferred alternative”. The final permits cannot be issued until after the final EIS and ROD have been issued by the USFS.

 

4. A Draft EIS would be produced for public review; the review period would be about 60 days. The Final EIS would then be issued. At this point, the USFS could choose to issue the ROD concurrently or elect to issue it 30 days later. There would an administrative appeal or objection period involved at this point. For the purposes of this very preliminary assessment, an additional 90 days was contemplated in this review. The remaining permits would also be issued over this period.

 

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Estimated timelines for completion of the EIS and permits are approximately three to five years after the Plan of Operations is filed. This does not take into account time to correct potential deficiencies or the potential for objections and/or litigation and related delays, nor potential opportunities to shorten timelines based on the comprehensive work completed to characterize the site to date, and the brownfield nature of the site.

 

20.2.10 Midas Gold Permitting Management Strategy

 

To successfully achieve any such permitting program, Midas Gold has designed a seven-point management scheme that includes the following key points:

 

1. MOU providing for interagency cooperation, accountability, and predictability;

 

2. requirements for quality consultants;

 

3. communication plan for the consultants;

 

4. baseline studies, adequacy determinations and tracking procedures, EIS completeness evaluation;

 

5. budget and schedule tracking and cost controls;

 

6. goals for environmental enhancement in mine planning and closure; and

 

7. an informed public affairs process.

 

20.2.11 Permitting Risks and Risk Management Strategy

 

This section summarizes certain environmental issues and risks, and strategies by Midas Gold to manage and/or mitigate these risks. The overall approach involves a proactive regulatory/governmental affairs program, which has already been initiated by Midas Gold, and a supplemental environmental baseline program that clearly measures pre-existing conditions at the site. The description that follows highlights those risks; it also lists the measures Midas Gold has put in place to avoid permitting delays and adverse outcomes.

 

It is possible that the EPA or the Forest Service may initiate CERCLA actions related to historical mining in the Stibnite Mining District and impacts to soils and surface water and ground water quality from these historical operations. Both the EPA and the Forest Service have discussed the possibilities of additional actions at the Cinnabar property, which Midas Gold has optioned for purchase but does not currently own (nor has it conducted any work on the Cinnabar property). A proposed listing for Stibnite on the National Priorities List was rejected by EPA because the risks were determined to be too low to warrant a listing; this determination was made by EPA and the Idaho Department of Health and Welfare, and supported by the Governor, Valley County officials and the Idaho Delegation. However, multiple CERCLA actions not on the National Priorities List have been conducted at previous operations areas:

 

· Preliminary Assessment/Site Investigation Stibnite Mine Site (USFS, 1993);

 

· Stibnite Valley Site Inspection, Valley County, Idaho (Greystone, 1993);

 

· Stibnite Assay Lab Removal Action (EPA, 1998);

 

· Meadow Creek Diversion (EPA, 1998);

 

· Stibnite Mine Area Engineering Evaluation/Cost Analysis (MSE, 2003);

 

· Stibnite Smelter Stack and Tailings Pond Removal South Tailings Pile Contouring Report (MSE, 2003);

 

· Meadow Creek Channel Realignment (URS, 2005); and

 

· SMI Mill Removal Action (EPA, 2005).

 

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Much of the previous environmental impact relates to mining activities associated with World War II/Korean War operation of the Yellow Pine Mine (Mitchell, 2000). Between 1939 and 1952, several millions of tons of ore were mined at the Meadow Creek and Yellow Pine mines (see Section 6 for detailed history) and disturbance partially remediated. Other, more recent, mining-related impacts associated with post-1981 projects involving at least four different operators at the West End, Garnet Creek, and Homestake (Yellow Pine area) mines that have also been assessed and partially remediated. In discussions with local and Region 10 EPA officials (as recently as March 2014), the EPA indicated they are not currently considering further CERCLA action(s) at the site. EPA’s interest in the Cinnabar property is ongoing.

 

Midas Gold has met with Region 10 EPA officials to ascertain ongoing interest in CERCLA cleanup at the site. At this time, there appears to be support for a mine plan that incorporates site remediation and fisheries rehabilitation. Midas Gold has also met and confirmed that status with the director of IDEQ. Midas Gold has met with the State of Idaho and local elected officials and the federal Idaho Delegation regarding such a mine plan, as well as discussing the importance of the Project to the local and regional economy (e.g. the Project would potentially represent up to one third of the gross regional product). Midas Gold has also implemented an extensive investigation and documentation of pre-existing environmental conditions at the site. Small individual reclamation and remediation projects have been completed by Midas Gold on an ongoing basis at the Stibnite Gold property. Any potential future CERCLA issues identified from prior operations are considered manageable within the context of the Project.

 

There is a risk that any single environmental issue or combination thereof, particularly those related to the ESA (i.e. threatened salmon and steelhead species) and the biological opinion, could delay the permitting process. To date, Midas Gold has incorporated specific standard operating procedures (SOPs) and BMPs into its exploration plans to satisfy the requirements to protect these species. An exhaustive biological assessment and environmental assessment prepared for the exploration plan of operations has determined that these activities would have minimal or no effect on the species. These programs would be carried over by Midas Gold to any full-scale mining operation, where appropriate, and others added.

 

The Project also includes considering a new alternative access route to the site, which would avoid much of the "near waterway” alignment of the existing Johnson Creek and EFSFSR access corridors, reducing the risk of incidents or spills into waterways, or of sedimentation related to roads and traffic thereon.

 

There is a risk that the NPDES permit for water discharges from the Project would impose stringent water quality criteria. Midas Gold would propose a four-tier system of BMPs, enhanced evaporation standard operating procedures, and contingency water treatment to meet these criteria. The water treatment facilities contemplated in this PFS have been proven at other mining operations located in very sensitive environments.

 

Risks related to impacts on wetlands, many of which are on top of or impacted by historically impacted mining areas, that are associated with tailings and waste rock placement in the Meadow Creek drainage are planned to be offset by local and off-site wetlands bank acquisition and mitigation projects. The legal authority to place tailings fill in wetlands under appropriate circumstances and criteria is also clear as a result of a 2009 U.S. Supreme Court ruling at the Kensington Mine in southeast Alaska and other precedent.

 

There is also risk that there may be administration objections to and/or litigation of the outcome of the EIS, or related permitting decisions by the involved agencies.

 

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Midas Gold’s risk management strategy focuses on a three-pronged approach. First, the development program highlights the adequacy of the environmental baseline, as discussed earlier in this document. Second, Midas Gold has already established an open dialogue with key environmental organizations, tribal governments, and involved agencies; this has included meetings, site visits, and Project previews with these groups. Third, Midas Gold has proposed a "litigation avoidance initiative" to be formulated with certain key stakeholders that could involve:

 

1) some level of joint-operational monitoring;

 

2) input to reclamation planning;

 

3) employment and business opportunities;

 

4) third-party environmental audits; and

 

5) certain other considerations.

 

The objective is to make the Project a fully integrated, sustainable, and socially and environmentally responsible operation through open communications and accessibility.

 

The overall permitting process could potentially be expedited by, among other things, negotiating specific permitting agreements or MOUs with involved agencies. The agreements would cover the EIS and/or major permits like the EPA NPDES Permit for water discharge and the USACE 404 Dredge and Fill Permit. These two permits are required for construction of the tailings and waste rock storage facilities, and water discharge from either or both facilities. The MOUs would address:

 

1) organizational contacts and communication procedures/ limitations;

 

2) NEPA or permitting objectives;

 

3) work required to achieve EIS or permit completion;

 

4) third-party involvement;

 

5) statement of responsibilities;

 

6) deliverables;

 

7) importantly, schedules for review and completion;

 

8) coordination needs including consultation (Section 106 Historical Consultation and Native Consultation);

 

9) public involvement requirements; and

 

10) legal requirements.

 

20.3            Social and Community Impact

 

Valley and Adams Counties have experienced continued population growth since 2000, but new job creation is not keeping pace with demand. Much of the downturn is attributed to the construction industry’s decrease in the number of jobs. More specifically in Valley County, the Tamarack Planned Community $1.5 billion bankruptcy has had major effects on the local economy. The Stibnite Gold Project would do much to offset these impacts.

 

Historically, the regional economy has been dependent on wood products. Since 1990, there has been a 43% reduction in jobs associated with logging, wood products, paper production and mining. For Valley County, manufacturing jobs also fell by 67% during the 10-year period of 2000 to 2010. In Adams County, manufacturing jobs fell about 57%. Although slowly declining, the unemployment rates in Valley and Adams County were 10.6% and 12.8%, respectively, in 2013, ranking them 4th and 1st highest in the State. Development of the Project would help revive the mining and manufacturing sectors of the local and regional economy.

 

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According to the 2010 census, the median household income in Valley County was $50,851. The average compensation for a worker was $27,433 which increased in 2012 and then declined again in 2013 (Table 20.3). The average annual salary for a Stibnite Gold Project worker is expected to be consistent with typical Idaho State mining wages of about $72,500 annually (IMA, 2014); this would equate to a total payroll costs of about $88,000 per worker, including benefits. This salary would place Stibnite Gold Project workers among the top five of the occupational categories monitored in the regional economy. Table 20.3 provides current Valley County statistics on average employment and wages for various labor sectors in the county. As seen in the table, in 2012 and 2013 the mining industry had the highest average wage of the 12 labor sectors in Valley County reported on by the Idaho Department of Labor; and mining wages also represent the highest percentage increase (172%) of the 12 sectors over a 10 year period.

 

Table 20.3:     Valley County Covered Employment & Average Annual Wages per Job

 

Labor Sector   2003 Averages     2012 Averages     2013 Averages  
    Employment     Wages     Employment     Wages     Employment     Wages  
Total Covered Wages     3,539     $ 22,256       3,869     $ 33,086       3,792     $ 32,674  
Agriculture     77     $ 18,114       111     $ 20,121       56     $ 33,496  
Mining     3     $ 21,929       39     $ 68,590       35     $ 81,548  
Construction     314     $ 22,128       269     $ 33,761       257     $ 34,166  
Manufacturing     48     $ 20,094       38     $ 27,536       32     $ 26,326  
Trade, Utilities & Transportation     594     $ 18,207       649     $ 28,167       670     $ 28,806  
Information Activities     46     $ 43,170       167     $ 69,422       83     $ 52,963  
Financial     128     $ 21,934       196     $ 32,815       218     $ 33,822  
Professional and Business Services     179     $ 27,840       83     $ 34,256       95     $ 39,258  
Educational and Health Services     186     $ 23,277       321     $ 51,453       337     $ 52,370  
Leisure and Hospitality     804     $ 11,831       936     $ 17,671       950     $ 17,884  
Other Services     89     $ 13,937       109     $ 22,921       102     $ 18,137  
Government     1,071     $ 31,485       949     $ 40,232       958     $ 39,981  
(IDL, 2014)

 

To estimate the potential economic impacts of the Project, an economic impact model known as IMpact analysis for PLANning (IMPLAN) was constructed to estimate impacts within Valley and Adams Counties (regional impacts), and the state of Idaho. With the exception of federal taxes, the impacts of sourcing workers from outside of the region or the state of Idaho was not assessed, although Midas Gold does expect that a small portion of the workforce might live out of state. These estimates do not represent economic commitments by Midas Gold, but rather the model’s simulation of impacts likely to occur if the Project is developed. These estimates may change based on more detailed analysis in future evaluations.

 

The economic model estimates multipliers for each industrial service sector. Impacts are apportioned into two levels: direct and indirect. Direct impacts are those directly created by the mining operation as export business (i.e. sales of mining products); indirect impacts are comprised of two parts: (1) the impacts on other regional businesses that provide goods or services to mining operations, and (2) the effect of employee and related consumer spending on the economy; these are the indirect and induced effects or impacts, respectively. They collectively comprise the multiplier or ripple effects on the regional and state economy (Peterson, 2014).

 

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20.3.1 Estimated Job Creation and Payroll from Construction of Stibnite Gold Project

 

During the Project’s 3 year construction period the work force would ramp up from an estimated 325 workers directly employed by Midas Gold in year -3 to an estimated 1,000 workers directly employed in year -1. Due to the nature of project construction, workers would be employed from the region and the surrounding areas of Idaho as much as possible; however, to fill the workforce quantity and technical requirements for the Project’s construction it is estimated that workers would be sourced from outside of Idaho as well. Estimating the economic impacts and multiplier effects from workers that would work onsite but travel to out of state locations was determined to be too complex to be accurately estimated in the IMPLAN model. As a result the economic impacts generated from the Project for both the construction and operations periods were estimated for the regional economy and the state of Idaho only.

 

Table 20.4 provides a breakdown of the economic impacts from the construction of the Project complete with annual employment as well as the annual and total compensation paid to workers sourced in the region and the State of Idaho.

 

Table 20.4:     Estimated Construction Period Employment and Payroll

 

Employment  

Annual

Personnel

   

Annual Payroll

($000,000s)

   

3-Year Total Payroll

($000,000)

 
Direct (3-yr average)                        
Valley & Adams Counties (Regional)     150     $ 12.5     $ 37.5  
Idaho (Outside of Valley & Adams Counties)     250     $ 21.5     $ 64.5  
Total Idaho Direct Employment     400     $ 34.0     $ 102.0  
Indirect and Induced (3-yr average)                        
Valley & Adams Counties (Regional)     71     $ 2.8     $ 8.4  
Idaho (Outside of Valley & Adams Counties)     250     $ 11.2     $ 33.6  
Total Idaho Indirect/Induced Employment     321     $ 14.0     $ 42.0  
Total Direct, Indirect, and Induced Employment     721     $ 48.0     $ 144.0  

 

20.3.2 Estimated Job Creation and Payroll from Operation of Stibnite Gold Project

 

As currently planned, Midas Gold would directly employ workers from Valley and Adams Counties and other parts of Idaho over the life of the Project. By comparison it is estimated that jobs created by Midas Gold would be more than double the number of workers employed by the region’s largest employer, the USFS (Table 20.5).

 

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Table 20.5:     Valley and Adams Counties Large Employers Statistics

 

Average Employment July 2010 to June 2011 and Stibnite Gold Project Estimate
Business   Employment Range
Estimated Stibnite Gold Project (operations)   475 to 525
US Forest Service   200 to 250
McCall-Donnelly School District #421   150 to 200
Valley County   100 to 150
St Luke’s Health Systems   100 to 150
Brundage Mountain Co.   50 to 100
City of McCall   50 to 100
Cascade School District #422   50 to 100
Ridley’s   50 to 100
Adams County   50 to 100
Evergreen Forest/Tamarack Mill   50 to 100
Council School District #13   50 to 100
Meadows Valley School District #11   25 to 50
J I Morgan Inc.   25 to 50
Adams County Health Center Inc.   25 to 50
The Turning Point   15 to 25
State of Idaho Department of Transportation   15 to 25
(IDL, 2011)

 

In addition, the ripple effect from the Project is estimated to provide 120 indirect or induced jobs in Valley and Adams Counties as well as an estimated 329 indirect and induced jobs spilling onto the surrounding areas of the state. In total, the average yearly jobs created during the operational period of the Project are estimated by the IMPLAN model at 939 direct, indirect, and induced jobs.

 

As noted above, each mine employee would likely generate an additional 0.878 indirect or induced jobs in the Valley / Adams counties economy. Each $1.00 of direct labor income from the hard rock mining industry generates approximately $0.33 of additional indirect/induced labor income. This would amount to approximately $30 million in annual direct and indirect payroll within the region, which is about 10.7% of the region’s total gross compensation. Table 20.6 provides a breakdown of the economic impacts from the operation of the Project complete with annual employment as well as the annual and total compensation paid to workers sourced in the region and the state of Idaho.

 

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Table 20.6:     Estimated Operating Period Employment

 

Employment  

Annual

Personnel

   

Annual Payroll

($000,000s)

   

12-Year Total Payroll

($000,000s)

 
Direct                        
Valley & Adams Counties (Regional)     300     $ 25     $ 300  
Idaho (Outside of Valley & Adams Counties)     200     $ 17     $ 204  
Total Idaho Direct Employment     500     $ 42     $ 504  
Indirect and Induced                        
Valley & Adams Counties (Regional)     120     $ 5     $ 60  
Idaho (Outside of Valley & Adams Counties)     329     $ 9     $ 108  
Total Idaho Indirect/Induced Employment     439     $ 14     $ 168  
Total Direct, Indirect, and Induced Employment     939     $ 56     $ 672  

 

Indirect jobs would include both mine-related and community-based. Key mine-related activities that generate jobs would include:

 

· trucking of supplies to the mine site;

 

· access road maintenance;

 

· trucking of antimony concentrate to the shipment port;

 

· shuttle buses for the employees;

 

· catering for the man camp;

 

· other mechanical and maintenance;

 

· security services; and

 

· other supplies services, and contract labor.

 

Community-based support that generate jobs would include:

 

· housing construction;

 

· healthcare;

 

· law-enforcement;

 

· restaurants;

 

· retail shopping;

 

· public utilities and other infrastructure; and

 

· schools.

 

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Figure 20.2:     Annual Employment Estimates for Construction and Operations

 

20.3.3 Sales and Taxation of the Stibnite Gold Project

 

The Project, as currently designed, is estimated to create about $152 million in sales transactions in the regional economy. About $112 million of the sales would be gross regional product, the major subset of sales transactions. Additionally, a large portion of the economic activity created by the Stibnite Gold Project is estimated to affect the rest of the State of Idaho. The State of Idaho sales transactions are estimated to total about $298 million annually (including the regional impacts). The gross state product would total approximately $197 million, providing new economic activity and inter-industry linkages that would help to support every industry in the regional and state economies (Peterson, 2014).

 

The Project is especially important in Idaho because, according to the Idaho Department of Labor (2012), Idaho consistently ranks nearly last in the U.S. in per capita income and wages. The state ranked in first place in the percentage of workers on minimum wage (IDL 2013). This Project and its high wages will be vital for the region’s and the state’s economic future (Peterson, 2014).

 

The IMPLAN model was used to estimate direct, indirect and induced taxes, that would be paid by other taxpayers (other than Midas Gold), and the tax estimates were combined with the direct federal, state and local taxes that would be paid by Midas Gold (see Section 22 for details on the PFS financial model and tax calculations) to develop an estimate for the overall taxes generated by the Project. Figure 20.3 presents a plot of estimated annual direct, indirect and induced taxes associated with the Project paid by both Midas Gold and other taxpayers to federal, state and local governments.

 

Taxes that would be paid directly by Midas Gold over the life of the Project, based on the assumptions in the PFS, are estimated at approximately $329 million in federal corporate income taxes, and $86 million in state corporate income and mine license taxes.

 

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Additional indirect and induced taxes that result from Midas Gold’s activities that would be paid by other taxpayers, based on the assumptions in the PFS, are estimated at approximately $177 million in federal taxes (including payroll, excise, income and corporate), and $131 million in state and local taxes (including property, sales, excise, personal, corporate, and other).

 

Total direct, indirect and induced taxes are therefore estimated at $506 million in federal taxes and $218 million in state and local taxes, representing a significant contribution to the economy during the 15 year construction and operating life of the Project

 

Figure 20.3:     Chart of Estimated State and Federal Taxes

 

 

 

20.4            Geochemical Characterization

 

SRK Consulting was contracted to conduct a geochemical characterization program for Midas Gold as part of the planning and impact assessment for the Stibnite Gold Project. Geochemical testing of mine waste rock materials provides a basis for assessment of the potential for metal leaching and acid rock drainage (ML/ARD), prediction of contact water quality, and evaluation of options for design, construction, and closure of the mine facilities. This work also supports the next phase of the Project’s potential advancement, including environmental assessment and permitting. The characterization effort focuses on the assessment of waste rock geochemistry, evaluation of tailings material from mineral beneficiation, evaluation of historic mine waste, and determination of final pit wall geochemistry. In addition, this characterization program includes an evaluation of various historic mine wastes to determine the suitability of reusing these materials as construction materials.

 

Geochemical characterization is an iterative process and sample collection for the Project is being completed in phases. The first phase is complete and involved the collection of samples from core generated during exploration drilling activities for static and kinetic testing. The characterization program is ongoing and a subsequent phase of sample collection and testing is being conducted to ensure the dataset is spatially representative of the main material types that will be mined as part of the Project.

 

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20.4.1 Waste Rock Characterization

 

20.4.1.1 Sample Collection and Testing

 

Waste rock is typically classified and tested according to material type. The number of samples selected for geochemical testing is based on the estimates of the relative percentage of each material type predicted to be mined according to the geologic block model. Material types for the Project were delineated in consultation with Project geologists based on data available from the recent exploration drilling programs, including the drill hole database, drill logs, and assay and multi-element data. During the sample selection process, core holes from the 2009, 2010, and 2011 exploration programs were targeted for sampling and were reviewed in the context of the final pit boundaries using Leapfrog mining software. For the first phase of characterization, a total of 120 sample intervals were selected from within the proposed open pit boundaries to represent the range of waste rock material types that would be encountered during mining and were classified according to rock type and degree of oxidation. Gold grades were also considered and sample selection was generally limited to waste grade samples.

 

The static test methods used for the mine waste rock characterization program include:

 

· whole rock analysis using four-acid digest and ICP-MS analysis to determine total chemistry for 48 elements as well as mercury (Chemex Method ME-MS61m);

 

· Acid Base Accounting (ABA) using the Modified Sobek method (Memorandum No. 96-79) with sulphur speciation;

 

· Net Acid Generating (NAG) test reporting final NAG pH and final NAG value after a two-stage hydrogen peroxide digest;

 

· Total Inorganic Carbon (TIC); and

 

· Nevada Meteoric Water Mobility Procedure (MWMP) (ASTM E2242-02) and analysis of leachate.

 

These static tests were selected to determine the total acid generation or neutralization potential of the samples and the potential for elemental leaching during meteoric rinsing of freshly-mined material. However, these static tests do not consider the temporal variations that may occur in leachate chemistry as a result of long-term changes in oxidation, dissolution, and desorption reaction rates. In order to address these factors, humidity cell testing (HCT) has been initiated for 14 samples representative of the main waste rock units associated with the Stibnite Gold Project. This testing is currently underway; therefore, the results provided herein are preliminary.

 

20.4.2 Waste Rock Geochemistry

 

20.4.2.1 Multi-Element Analysis Results

 

Multi-element analyses were carried out to provide an absolute upper limit of available metals for leaching from the Stibnite Gold Project material types. These analyses involved the near-complete digestion of a solid sample into solution using a four-acid digest followed by ICP-MS analysis. The multi-element data were analyzed using the geochemical abundance index (GAI) (INAP, 2002), which compares the concentration of an element in a given sample to its average crustal abundance. The results of this comparison show that silver, arsenic, antimony, mercury, sulfur, and selenium are elevated above average crustal concentrations for the majority of the Stibnite Gold Project samples. These elements are typically associated with gold deposits and their enrichment in the waste rock samples reflects the natural mineralization in the area. The actual leachability of these elements was determined from the MWMP and HCT tests that account for factors like the presence of soluble mineral weathering products, mineral habit, rock texture, and site-specific conditions that affect solubility.

 

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20.4.2.2 Acid Base Accounting Results

 

ABA tests indicate the theoretical potential for a given material to produce net acid conditions. The balance between the acid generating mineral phases and acid neutralizing mineral phases is referred to as the net neutralization potential (NNP), which is equal to the difference between neutralization potential (NP) and acid potential (AP). The NNP allows for the classification of the samples as potentially acid consuming or acid producing. A negative NNP value indicates there are more acid producing constituents than acid neutralizing constituents. Material that would be considered to have a high potential for acid generation produces an NNP of less than -20 kg CaCO3eq/t. ABA data is also described using the neutralization potential ratio, which is calculated by dividing the NP by the AP (i.e. NP:AP). According to the Nevada BLM Water Resource Data and Analysis Guide for Mining Activities (BLM, 2008), samples with NNP values less than 20 kg CaCO3eq/t and NP:AP values less than three have an uncertain potential for acid generation and require further evaluation (e.g. using kinetic test methods). The NNP values are plotted against the NP:AP values on Figure 20.4. The grey area shown on Figure 20.4 represents a zone in which the acid generation potential of the samples is uncertain.

 

The Hangar Flats and Yellow Pine samples contain small amounts of potentially acid generating sulfide minerals, with an average sulfide-sulfur concentration of around 0.5 wt%. Despite their overall sulfide content, most of the samples contain neutralization potential in excess of their acid generation potential. Based on the BLM criteria, more than one-third of the Hangar Flats and Yellow Pine samples were characterized as non-acid forming based on BLM criteria, with an excess of acid neutralization capacity; approximately two-thirds of the samples demonstrate an uncertain potential to generate acid and require kinetic testing to determine the long-term potential for these samples to generate acid; only one of the Yellow Pine and Hangar Flats samples shows a greater potential for acid generation with a NNP value less than -20 kg CaCO3 eg/t and NP:AP values less than 1. This sample has the highest sulfide-sulfur concentration (1.5 wt%).

 

In contrast, samples from the West End Deposit are generally predicted to be net acid neutralizing, with approximately 90% of the West End samples meeting the BLM criteria for a non-acid forming material (NP:AP > 3; NNP > 20 kg CaCO3eq/t); a few samples demonstrate an uncertain potential to generate acid and none of the West End samples show a significant potential for acid generation with NNP values consistently greater than -20 kg CaCO3eg/t and NP:AP values greater than 3.

 

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Figure 20.4:     Neutralization Potential Ratio versus Net Neutralization Potential

 

 

20.4.2.3 Net Acid Generation Results

 

NAG testing was carried out in accordance with the method described by Miller et al. (1997). A NAG pH greater than 4.5 s.u. and a NAG value equal to zero are indicative of a non-acid generating material. NAG results greater than one kg H2SO4eq/t indicate the sample would generate some acidity in excess of available alkalinity. However, by convention any NAG value below 10 kg H2SO4eq/t of material has a limited potential for acid generation.

 

The NAG results for the Stibnite Gold Project samples are in general agreement with the ABA results and suggest net acid conditions would likely not develop. For the Hangar Flats and Yellow Pine deposits, 85% of the samples are predicted to be non-acid forming on the basis of NAG test work results. From the NAG results, all of the samples from the West End Deposit can be classed as non-acid forming.

 

20.4.2.4 Meteoric Water Mobility Procedure Results

 

MWMP tests were conducted on 33 samples to identify the presence of leachable metals and readily soluble salts stored in the material, as well as to provide an indication of their availability for dissolution and mobility. Leachate chemistry data from the MWMP tests were compared to applicable Idaho water quality standards to determine which constituents could potentially be leached at concentrations above these values. However, MWMP leachates only provide a qualitative evaluation of constituents that could occur at concentrations above the water quality standards and do not represent actual predictions of water quality.

 

The MWMP results indicate the waste rock associated with the Project has a low potential to generate acid or leach metal (loids) from freshly-mined rock. All constituents were below the water quality standards with the exception of trace amounts of antimony and arsenic and, to a lesser extent, aluminum. Antimony and arsenic were consistently leached at concentrations slightly above the water quality standards under circum-neutral conditions, regardless of material type. A comparison of MWMP results from the West End deposit to the Hangar Flats and Yellow Pine deposits, indicate the West End samples show a lower potential for release of arsenic and antimony, which can be attributed to the lower sulfide-sulfur concentrations observed for the West End samples.

 

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The MWMP results are consistent with previous site characterization programs that demonstrate acidic drainage does not occur in the area and arsenic and antimony are elevated in both existing groundwater and surface water throughout the study area. The one exception to this is mercury, which was identified as a constituent of concern from the previous groundwater and surface water investigations, but was below the water quality standards for all samples and below analytical detection limits in all but one sample.

 

20.4.2.5 Humidity Cell Test Results

 

Kinetic testing has been initiated on 14 samples to address the uncertainties of the ABA data and provide source term leachate chemistry for the main waste rock units associated with the Stibnite Gold Project that will be used as input chemistry for the predictive geochemical modeling. Sample selection sought to represent the median/mean sulfide-sulfur content for each material type as well as the 95th percentile sulfide content. Samples selected to represent the 95th percentile of sulfide-sulfur concentrations also generally contained arsenic concentrations within the 95th percentile or greater. Likewise, samples selected to represent the median or mean sulphide-sulphur content also represent median or mean arsenic concentrations observed from the static test database.

 

Samples selected for kinetic testing were submitted for the standard HCT procedure designed to simulate water-rock interactions in order to predict the rate of sulfide mineral oxidation and therefore acid generation and metals mobility (ASTM D-5744-96). At the time of writing, the HCT program is currently ongoing with data available through week 45. The HCT results for the Stibnite Gold Project samples (not including the 3 SODA HCT samples discussed below) show all 14 cells are currently producing moderately alkaline leachates (pH 7.5-8) with low associated sulphate and metals release. Based on the data available to date, constituents are generally below the water quality standards with the exception of trace amounts of antimony and arsenic and to a lesser extent aluminum and manganese. Arsenic and Antimony are consistently leached at low level concentrations above the water quality standards under the moderately alkaline conditions, regardless of material type. These results are consistent with MWMP results and the observed site conditions.

 

The Stibnite Gold Project HCTs are currently ongoing and will be continued to monitor the potential for development of acid conditions. The HCTs will be terminated when there is no substantial change in the calculated release rate of key parameters or there is no likelihood that changes will occur within a reasonable timeframe.

 

20.4.3 Implications for Waste Rock Management

 

The results of the static geochemical test work demonstrate that the bulk of the Project waste rock material is likely to be net neutralizing and presents a low risk for acid generation. However, this prediction needs to be confirmed by the ongoing kinetic testing program since the majority of the Hangar Flats and Yellow Pine samples demonstrate an uncertain potential for acid generation based on the BLM criteria for ABA data. Although the Stibnite Gold Project waste rock material types may present a low risk for acid generation, there is still a potential to leach some constituents under the neutral to alkaline conditions (i.e. arsenic and antimony).

 

In general, the West End samples show an overall lower potential for acid generation and arsenic and antimony leaching in comparison to the Hangar Flats and Yellow Pine samples. These results suggest effective management of the waste rock could be achieved by using the West End waste rock to cover waste rock from the Hangar Flats and Yellow Pine open pits in order to reduce exposure of waste rock with higher sulfide content to air and water. In addition, management of drainage from all waste rock facilities would be required to limit the release of trace amounts of arsenic and antimony to receiving waters.

 

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For the purpose of the PFS, segregation and selective handling of the waste rock is not considered necessary. However, depending upon the results of the ongoing kinetic testing program and additional sample collection and testing, waste rock from the Hangar Flats and Yellow Pine deposits may require additional management measures such as segregation and selective disposal of potentially acid generating (PAG) material to prevent development of acidic drainage in the long term. In order to demonstrate that the proposed waste management activities for the Project would not result in an environmental impact, numerical predictive calculations would be carried out once the sampling and testing portion of the characterization program is complete.

 

Characterization of the final open pit wall geochemistry is necessary in order to define the control that the open pit wall rocks would have on the chemistry of waters removed from the pits during operation, and pit lakes that may form after closure. The data from this characterization program is representative of geologic material that would be exposed in the final open pit walls and can be used in subsequent pit water and pit lake modeling efforts for the Project. Pit lake water and pit lake modeling studies will be assessed further in subsequent studies and development by Midas Gold.

 

20.4.4 Tailings Characterization

 

20.4.4.1 Sample Collection and Testing

 

Test residues from metallurgical tests that represent tailings from the Project were sampled and analyzed as part of the current characterization program. The tailings test program includes residues from the bulk flotation tailings, pressure oxidation (POX) circuit tailings, and a mixture of the two. The POX tailings have been run at different grind sizes for the three different deposits providing six samples. In addition, one bulk flotation tailings sample and one sample consisting of an equal mix of POX and bulk flotation tailings have also been characterized, increasing the total to eight samples. Due to the limited quantity of material available, leach testing was completed using a modified Synthetic Precipitation Leachate Procedure (SPLP) (EPA, 1994) in addition to ABA and multi-element analysis.

 

20.4.4.2 Tailings Geochemistry

 

From the ABA testwork, the flotation tailings sample included in this study is predicted to be acid neutralizing and contains negligible sulfide-sulfur (0.03 wt%). The sulfide-sulfur content of the POX tailings is comparable to the flotation tailings with an average sulfide-sulfur concentration of 0.04 wt%. However, the neutralization potential for the POX tailings are generally lower than observed for the flotation tailings and, as a result, the acid generation potential for this material is uncertain with NNP values between -20 kg and 20 CaCO3eq/t (Figure 20.4).

 

From the SPLP results, the potential for metal leaching from the flotation tailings material is demonstrated to be low with the exception of arsenic and antimony that are elevated in low levels above water quality standards under alkaline conditions at 0.35 and 0.025 mg/L, respectively. Therefore, these constituents are predicted to be elevated in the bulk flotation tailings contact water. The source of these constituents is likely from trace amounts of pyrite, arsenopyrite and stibnite remaining in the bulk flotation tailings material.

 

The POX tailings consist mainly of the oxidation product oxyhydroxy scorodite, a crystalline ferric arsenate mineral and also produced near neutral to alkaline leachates. However, the magnitude of antimony and arsenic release was higher in comparison to the flotation tailings, with an average arsenic concentration of 13.3 mg/L and an average antimony concentration of 0.09 mg/L. In addition, sulfate is elevated above the water quality standards for a few of the SPLP results for POX samples, and weak acid dissociable (WAD) cyanide was above the water quality standards for all POX samples.

 

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20.4.4.3 Implications for Tailings Management

 

From the test work, bulk flotation tailings are expected to generate neutral pH drainage and require no special disposal considerations to prevent acidic drainage. Although the sulfide-sulfur content of the POX tailings is comparable to the flotation tailings, the neutralization potential of the POX tailings is generally lower and the acid generating potential is currently undefined without further test work. Based on the current mine plan, tailings would be deposited in a single facility, the POX tailings would be co-deposited with the flotation tailings. Due to the excess neutralizing capacity of the bulk flotation tailings, comingling of the POX tailings with the flotation tailings would reduce the overall potential for acid conditions to develop due within the tailings facility. Although acidic conditions are not anticipated to develop, any tailings drain-down would require management to limit the release of trace amounts of arsenic and antimony to receiving waters.

 

The POX tailings have a lower buffering capacity in comparison to the bulk flotation tailings and the magnitude of antimony and arsenic release is higher in comparison to the flotation tailings. Therefore, there would be some benefit to blending the more reactive POX tailings with the bulk flotation tailings, which is consistent with the PFS approach for tailings storage for the Project.

 

20.4.5 Spent Ore Characterization

 

20.4.5.1 Sample Collection and Testing

 

The characterization program includes an evaluation of the geochemical characteristics of spent ore from the existing SODA. The location and physical properties of this material make it ideal for use as construction material for the Project. A sampling and testing program has been implemented to determine the suitability of the existing spent ore material from the SODA site for use as a construction material. Midas Gold collected material representative of the spent ore material within the SODA site during a comprehensive drilling campaign conducted in 2013. The static test methods used for this characterization program are the same as described for the waste rock characterization program above. Ongoing test work of the SODA samples includes mineralogical analysis and humidity cell testing.

 

20.4.5.2 Spent Ore Geochemistry

 

Based on the ABA and NAG test results, the SODA samples contain low levels of potentially acid generating minerals with an average sulfide-sulfur content of 0.07 wt%. Based on the BLM criteria, the majority of the SODA samples are non-acid forming with an excess of acid neutralization capacity. In comparison to the waste rock samples, the SODA samples generally have lower overall sulfide-sulfur and a higher neutralization potential. The higher neutralization potential can be related to the addition of lime to the ore material prior to leaching with cyanide and the source rock for the majority of the material that contributed to SODA being from the West End deposit.

 

The MWMP results indicate the SODA material has a low potential to generate acid or leach metals with the exception of low levels of arsenic, antimony and WAD cyanide and to a lesser extent aluminum, manganese, mercury, iron, selenium and sulfate. These results are consistent with the results from the waste rock characterization program as well as previous site characterization programs that demonstrate no acidic drainage occurs in the area and arsenic and antimony are elevated in both groundwater and surface water throughout the study area.

 

Further testing of the SODA material to define the potential for acid development according to the BLM guidance is not warranted. However, three SODA samples were submitted for kinetic testing to assess leaching rates of arsenic and antimony minerals present in the samples. The changes in these reaction rates through the course of the test would be used to estimate the magnitude of constituents that could be mobilized from the SODA material under long-term weathering and oxidation conditions. Samples were selected from the static test dataset to represent the mean sulfide-sulfur /arsenic content, the 95th percentile sulfide-sulfur /arsenic content and the lower sulfide-sulfur/arsenic content (25th percentile). At the time of writing, the HCT program for the SODA samples is currently ongoing with data available through week 16. The HCT results for the SODA samples show all 3 cells are currently producing moderately alkaline leachates (pH 7.5-8.5) with low associated sulfate and metals release. For two of the three samples, all constituents are generally below the water quality standards with the exception of antimony and arsenic. For the remaining sample, aluminum, iron, manganese, mercury, selenium, silver, and sulfate are elevated above water quality standards during the first few weeks of the test and antimony and arsenic are consistently leached at concentrations above the water quality standards under the moderately alkaline conditions.

 

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20.4.5.3 Implications for Use as Construction Material

 

The results of the static geochemical test work for the SODA samples demonstrate that the spent ore material is net neutralizing and present a low risk for acid generation. Although the SODA material generally presents a low risk for acid generation, there is still a potential to leach some constituents under the neutral to alkaline conditions at concentrations above water quality standards (e.g., arsenic, antimony and WAD cyanide). Based on these preliminary results, the use of spent ore material from the SODA area would be limited to applications where the material would either remain within containment or in a situation where the exposure of the material to air and water is limited. For example, placement of the spent ore below a synthetic liner but above the water table would reduce the potential for further oxidation and mobilization of constituents from this material.

 

20.5            Mitigation

 

In the Stibnite Gold Project design, Midas Gold has created a plan to restore the site by removing existing barriers to fish migration and re-establishing salmon and steelhead fish passage, removing uncontained historic tailings, reusing historic spent ore material for construction, restoring stream channels, and implementing sediment control projects such as repairing the EFMC. In addition to remediating historic disturbance, Midas Gold has minimized the Project’s footprint and related impacts by siting facilities and roads on previously disturbed ground and away from riparian areas. Midas Gold has designed the major access route into the Project site to include existing roads for most of its length with some alternate sections designed to avoid rivers and large waterways, resulting in maximum sediment control and related protection of water quality. By including some of the workforce in an office complex in the nearby town of Cascade, the on-site workforce will be minimized, resulting in less traffic. Re-establishment of historic electrical line power to the Project site will serve to minimize fossil fuel consumption and related haulage along the access route.

 

Midas Gold has also adopted a series of mitigation and conservation principles as follows:

 

1. Midas Gold would conduct mining, processing, and reclamation activities in an environmentally responsible manner.

 

2. Project infrastructure would be located on previously disturbed areas and sites where ever practicable.

 

3. Midas Gold would design and construct facilities to minimize impacts to aquatic and terrestrial wildlife, improve habitat through various projects across the Project site, and protect anadromous and local aquatic populations.

 

4. Midas Gold would protect and improve local surface water and groundwater quality.

 

5. Midas Gold would construct or purchase new ecologically diverse wetlands to replace those affected by new mine development.

 

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20.5.1 Mitigation through Responsible Operations

 

Midas Gold developed and currently utilizes several measures designed to minimize environmental impacts due to current activities at the Project site including:

 

· A SWPP implemented as part of a Multi Sector General Permit (MSGP) to inhibit sediment or pollution from entering onsite streams.

 

· A Spill Prevention, Control and Countermeasures Plan (SPCC) comprised of a site-specific spill prevention plan, fuel haul guidelines, fuel unloading procedures, inspections, secondary containment on all fuel storage tanks onsite, and staff training.

 

· An onsite Recycling SOP to reduce recyclable waste delivery to landfills.

 

· A surface-water monitoring program to assess the effective implementation of exploration BMPs.

 

· An annual Environmental Training Program for onsite staff and consultants, covering SWPPP, SPCC, Waste and Recycling management, Midas Gold’s wastewater reuse plant, noxious weed overview, Threatened, Endangered, Sensitive, Candidate, and Proposed (TESCP) plants and wildlife overview, and operational requirements.

 

· An Operating Permit Compliance Training class for site management and supervisors to specifically cover operating permit constraints and limits to promote accountability with all levels of Project management.

 

· Additional SOPs and BMPs for Fuel Haulage, Drilling, Ground Water Protection, Drill Pad siting and helicopter supported drilling, and reclamation are just some of the various protection measures.

 

Going forward, Midas Gold would continue to build on their strong record by continuing to proactively evaluate BMPs and SOPs effectiveness, and adapt and improve them as appropriate, including a post-closure component.

 

20.5.2 Mitigation through Facilities Locations

 

Careful thought and planning have gone into the Stibnite Gold Project design with specific effort made toward minimizing incremental disturbance by locating facilities and infrastructure on previously disturbed and impacted areas, and improving historic conditions at site, as shown on Figure 20.5. Key examples of this planning effort include:

 

· The Main WRSF is located at the SODA site, which is also the location of the Historic Tailings storage facility, and has been sited to provide a substantial buttress to the TSF;

 

· The process plant area encompasses portions of the former Stibnite town site, the current Stibnite camp area, and former contractor shop area;

 

· The Stibnite Gold Project truck shop and fuel storage area is located on the plant site area from previous heap leach operations;

 

· The Hangar Flats, West End and Yellow Pine open pits largely lie within areas already extensively disturbed by historical mining operations;

 

· The EFSFSR diversion approach is similar to that undertaken in prior operations and is situated within the currently disrupted portions of the river channel;

 

· The Burntlog access road would primarily follow an existing forestry road corridor;

 

· The power line would follow the existing and historically used power line corridor and right-of-way; and

 

· Several existing haul road corridors would be utilized to minimize new disturbance.

 

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Several examples of improving existing site conditions include;

 

· Removal of uncontained historic tailings, reprocessing to remove metals in sulfides, and re-deposition of cleaned tailings into a lined TSF;

 

· Removal and reuse of SODA materials;

 

· Removal and reuse of spent leach ore from Hecla Mining Company (Hecla) heap;

 

· Removal of historical waste dumps from around the Yellow Pine and West End pit areas and relocation to a designed WSF;

 

· Removal of historical Hecla, Canadian Superior Mining Ltd. leach pads and residual infrastructure;

 

· Removal of potentially contaminated materials from below the historical mill and smelter site;

 

· Reestablishing short and long-term fish passage through the Yellow Pine pit area on the EFSFSR; and

 

· Rehabilitation and stabilization of the EFMC.

 

These are all examples of a Project that has been designed to reclaim the previous disturbance and remnant mining features in order to minimize new facilities and disturbance related to the Project. Major facilities such as the TSF, the Main WRSF, the process plant site, the truck shop, and haul road corridors, have all been sited to minimize total additional disturbance and reduce potential impacts to streams, riparian areas, or wetlands.

 

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Figure 20.5    Project Facilities Locations Relative to Historical Disturbance

 

 

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20.5.3 Protect Local ESA Listed Fish Species Populations and Enhance Habitat

 

The protection of fish species and enhancement of local habitat is a key conservation commitment. This commitment involves a “design for closure” approach whereby the development plan, mine plan, and closure strategy integrate key fisheries protection and habitat restoration components aimed at achieving a sustainable anadromous fishery.

 

In many areas of the Project, opportunities exist during operations and into closure to improve fish habitat by planting trees for shade and installing strategically placed woody species and shade generating plantings. Other efforts that benefit fish include spawning gravel placement, the creation of pools and riffles, and the removal of migration barriers such as the one that currently exists at the Yellow Pine open pit.

 

Prior to installation of dams on the main Columbia River system and historic mining of the Yellow Pine open pit, the EFSFSR may have been home to a healthy and vibrant salmon spawning run. Since surface mining of the Yellow Pine Pit commenced in 1938, a fish barrier has existed which has halted salmon migration in the District for over 75 years. The Project mine plan, detailed in Section 16 of this Report, entails diverting the EFSFSR and mining first the previously disturbed Yellow Pine pit, followed by mining of the previously disturbed West End Pit, which allows the Yellow Pine Pit to be backfilled with the uneconomic but net neutralizing waste rock portion of the West End Pit. Once the Yellow Pine pit is backfilled with net neutralizing waste material from the West End pit, the grade of the EFSFSR would be restored to approximate pre-mining conditions, thus restoring the in-channel fish migration that existed so many years ago. Upon closure, wetlands and spawning grounds could be established to assist in the return of fish migration and reestablishment of a healthy riparian zone along the rebuilt river channel. As detailed in Section 18 of this Report, one of the main components of the 0.8-mile long EFSFSR diversion tunnel would be a low-flow channel excavated in the tunnel floor, as well as LED lighting, to provide for and encourage passage of migrating salmon, steelhead, and trout to the headwaters of the EFSFSR; this would allow for fish passage during mine operations for the first time since 1938.

 

20.5.4 Protect and Improve Local Surface Water and Groundwater Quality

 

Responsible mining operations and a comprehensive monitoring program will serve to protect water quality. Midas Gold may also be able to improve water quality in the District by cleaning up areas that may be impairing water quality conditions. SODA, the Hecla leach facility, waste rock near the Yellow Pine and West End mining areas, and the Historic Tailings facility are previously disturbed areas which may be impacting local ground and surface water and, as a result, have been integrated into the current Project as areas that can benefit through redevelopment and restoration. By relocating these materials to more desirable long-term storage alternatives, their ability to leach constituents of concern should be reduced, such as reprocessing and placement in a lined tailings facility..

 

Another area for potential improvement is the EFMC, also known as Blowout Creek. This area is a major source of sediment contribution to the EFSFSR drainage basin and results from a water resource dam failure dating back to the 1960s. The EFMC sedimentation could be mitigated during operations when sufficient materials and equipment are available at site. Specifically, one concept would involve installation of a drain system to control sediment production, backfilling of the significant erosional feature, and rerouting of the EFMC stream channel to connect back up with the reconstructed main Meadow Creek channel at mine closure. These efforts would dramatically reduce the sediment currently available for transport at every major precipitation event and during spring runoff.

 

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20.5.5 Enhancement, Restoration, or Creation of Wetlands, Streams, or Habitat

 

As detailed in this Report, aspects of the current design of the Stibnite Gold Project entail the disturbance of property within the Stibnite Mining District and, in the case of the proposed power-line upgrade and Burntlog Access Road (see Section 18), outside of the District. 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. According to current regulations, any person, firm, or agency planning to alter or work in “waters of the U.S.”, including the discharge of dredged or fill material, must first obtain authorization from USACE under Section 404 of the Clean Water Act (CWA; 33 United States Code [U.S.C.] 1344) and, if applicable, Section 10 of the Rivers and Harbors Act of 1899 (33 U.S.C. 403). For work within navigable waters of the U.S., permits, licenses, variances, or similar authorization may also be required by other federal, state, and local statutes. Midas Gold contracted with HDR to conduct an ordinary high water mark (OHWM) analysis and wetland delineation to document baseline wetlands and stream conditions for the Stibnite Gold Project. The delineation was conducted in anticipation of future mine operations that may affect areas containing wetlands and other Waters of the U.S. that may be subject to regulation under the Clean Water Act. The wetland study area encompassed all portions the Project as currently designed. The approximate extent of potential impacts to Waters of the U.S. were determined using HDR’s delineation and the mine plans and associated features documented in this Report. The areas that were delineated include portions of the following drainages:

 

· Meadow Creek;

 

· EFSFSR;

 

· Fiddle Creek;

 

· East Fork Meadow Creek;

 

· Garnet Creek;

 

· Midnight Creek;

 

· Unnamed tributary (commonly known as Hennessy Creek);

 

· Unnamed tributary (commonly known as Rabbit Creek);

 

· West End Creek; and

 

· Sugar Creek.

 

In order to mitigate for the wetland and stream disturbances, Midas Gold would plan to replace the lost aquatic resource(s) prior to carrying out the planned and approved disturbance. Several means exist to mitigate disturbed aquatic resources, a common one is the use of a mitigation bank. According to the EPA “a mitigation bank is a wetland, stream, or other aquatic resource area that has been restored, established, enhanced, or (in certain circumstances) preserved for the purpose of providing compensation for unavoidable impacts to aquatic resources permitted under Section 404 or a similar state or local wetland regulation” (EPA, 2014). Though it is still early in the Project development, with the current estimated disturbance quantities Midas Gold intends to mitigate Project disturbance through a mitigation bank or similar entity. The potential costs associated with these activities are provided in Section 21 of this report.

 

20.6            Closure

 

Table 20.7 lists 17 priority Project conservation components that form the basis of the overall conservation strategy; Figure 20.6 presents a site-wide illustration of the overall closure strategy. These components range from construction of the new Burntlog Road, which effectively moves the primary transportation route away from the fragile Johnson Creek fishery, to post-closure wetlands and stream habitat enhancement on top of the Meadow Creek TSF surface. The conservation commitment to restore the site through implementation of these measures is also discussed in greater detail, along with associated timing, in the sections that follow.

 

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Table 20.7:    Priority Conservation Components

 

Conservation Measures   Environmental / Conservation Benefit with Approximate Timing
1.   Upgrade and utilization of existing Burntlog access route   Elimination of existing access route along high priority fisheries habitats; reduces risk of fuel spills and sedimentation from roads and traffic thereon (Yr -3 to Yr -1).
2.   Construct EFSFSR fish passage tunnel   During Yellow Pine pit pre-stripping, construct fish passage tunnel for low/high flow fish passage; allows anadromous and local fish passage (Yr -3 to Yr -1).
3.   Construct Meadow Creek diversion around TSF (operational north and south channels)   Divert upper Meadow Creek around initial TSF footprint (Yr -2 to Yr -1) then raise around ultimate TSF footprint (Year 6); removes sedimentation and ground water infiltration from As and Sb source and an existing REC; facilitates effective long-term water management.
4.   Spent Ore Disposal Area (SODA)   Relocate 6 Mt SODA facility; provides easily accessible construction material and eliminates significant sedimentation source and existing REC (Yr -1 to Yr 1).
5.   Reprocess Historic Tailings   Reprocess 3 Mt of As and Sb laden tailings for permanent storage in a lined TSF; eliminates existing primary source of contamination in Meadow Creek and REC (Yr 1 to Yr 4).
6.   Cinnabar access road and Sugar Creek channel rehabilitation   Improve conditions to eliminate major sedimentation source to important salmon spawning reach of Sugar Creek (Yr -3).
7.   Relocate Hecla heap leach facility   Relocate Hecla heap leach material to TSF dam; eliminates a potential source of contamination to surface and ground water and REC (Yr -1).
8.   Backfill Yellow Pine pit with West End waste rock   Backfill Yellow Pine open pit with geochemically stable material from West End; provides gradient suitable for long-term fish passage in engineered channel and large filter bed of acid consuming material (Yr 7 to Yr 12).
9.   Restore segments of Meadow Creek and general habitat below main WRSF   Develop and enhance existing riparian and wetlands and salmon spawning habitat in Meadow Creek downstream of Main WRSF; improves local habitat and removes majority of historic sedimentation and heavy metal contamination from REC source (Yr 6 to Closure).
10.   EF Meadow Creek (Blowout Creek) sediment control project   Construct settling basin downstream of Blowout Creek (Year -1) and rock drain, re-contouring and buttressing in Blowout Creek chute (Year 4); enhance settling of turbidity and TSS, minimize major sediment source in EFSFSR basin and re-establish wetlands in valley above.
11.   Enhance riparian habitat in EFSFSR above and below Yellow Pine pit   Enhance existing riparian and wetlands and salmon spawning habitat; wetlands mitigation through removal of portions of historic waste rock dumps adjacent to streams and re-establishing habitat in tributary creeks (Yr -3 through Closure).
12.   Wetlands and riparian/stream enhancement: Upper  Meadow Creek, EFSFSR and off-site purchase   Create and enhance onsite and offsite wetlands according to approved Corps wetlands mitigation and complete closure and reclamation plans (Yr -3 to Closure).
13.   Restore Meadow Creek mill and smelter site   Remove material associated with the former mill and smelter site that lies within the limits of the Hangar Flats pit and place contaminated material within the lined TSF (Yr -1).
14.   Relocate hazardous waste repository to more suitable location   Relocate the materials in the current hazardous waste repository located on waste dumps adjacent to the EFSFSR to a more suitable location (Yr -1).
15.   Closure of historical Bradley tunnel   Closure and sealing of the historical Bradley tunnel, redirecting water into EFSFSR and preventing metal leachates from rock drained by the tunnel entering Sugar Creek.
16.   Reforestation of burned and disturbed areas   Extensive tree planting across the entire Project area, which is heavily impacted by forest fires, reducing erosional sedimentation, landslides and avalanches.
17.   Closure of historical underground workings on USFS lands   There are a number of historical underground mine workings located on USFS lands that are potential sources of metal leachates and/or safety hazards, including the DMEA portal, that would be sealed reducing or eliminating potential metals leaching and human safety hazards.

 

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Figure 20.6:    Overall Site Closure

 

 

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20.6.1 Tailings and Main Waste Rock Storage Facilities

 

The reclamation and closure of the TSF consists of two primary elements: a cover system for the tailings deposited in the impoundments, and a surface water management system. The cover is designed to promote vegetative growth and limit erosion on the TSF. The surface water management system (post closure) would direct water across the surface and connect stream segments previously bypassed during operations. By constructing defined channels across the surface of the closed facility, erosional issues would be minimized and in-stream habitat maximized, riparian areas developed, and vegetative growth with native species maximized to reestablish wildlife habitat and stable soil conditions. Flows would be directed into the rehabilitated Meadow Creek stream channel.

 

TSF closure would begin with removal of the remaining inventory of tailings supernatant on the surface of the TSF through enhanced evaporation, and/or water treatment. Enhanced evaporation using snowmaking misters or similar evaporation systems would limit the need for a new lined pond installation and account for positive water management. Water treatment and discharge would be accomplished under the discharge limits imposed by a NPDES permit, if treatment and discharge are needed.

 

The mining operation would result in a combined TSF and WRSF complex. The surface of the TSF would be topped at closure with a natural cover to promote vegetative restoration, stream and upland habitat, and control sediment produced from the surface of the facility.

 

This cover would initially be comprised of sands and gravels and be placed either hydraulically in lenses, or mechanically placed, depending on the composition of the final tailings surface. The cover base (2 - 3 ft) would be amended with soil-like material for planting. The surface would then be re-vegetated to stabilize the facility. Midas Gold would construct a number of vegetative “islands” composed of non-reactive waste rock combined with growth medium across the surface, similar to the existing islands on top of the historic SODA.

 

Upstream of the TSF, two largely undisturbed stream channels would remain; one to the west, and the other to the south (Figure 20.7). The WRSF is specifically designed to maximize salmon spawning habitat in lower Meadow Creek. To make the rebuilt Meadow Creek channel traversing the WRSF passable to salmon, it would need to be re-sloped thereby reducing the amount of channel in lower Meadow Creek available for spawning habitat, which was deemed a less desirable outcome. The designed slope on the WRSF would potentially allow steelhead, bull trout, and cut throat trout to traverse the facility, thus providing habitat for those species on the upper reaches of Meadow Creek.

 

The meandering channel on top of the WRSF would offer excellent stable rearing habitat. Habitat engineering could include spawning reaches where properly sized gravel would be located. Some limited periodic maintenance would be required to reposition gravel after extreme high flows.

 

The channel proceeding down the face of the WRSF would be engineered in a similar fashion as outlined above. The channel would be highly entrenched and installed with a series of pools in a pool and riffle fish-way. Each pool would be keyed into the hardened banks of the channel. The vertical height distance between the successive pools would be a 1 foot to 18 inch transition.

 

As the channel transitions to the top of the WRSF, its design can revert back to habitat conditions that are reasonably similar to those proposed for lower Meadow Creek. Low flow discharges are common; both depth and wetted channel width decline dramatically at these low flows. A channel 5 ft wide at the bottom that slopes quickly to a maximum depth of 1.5 ft before it widens to benches, would convey higher water depths at any given discharge, than would a wider channel with more gently sloping banks.

 

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The total lined channel would control/contain all high flows without spilling out onto the WRSF, thus avoiding impacts on the impervious layer. Limited high flow associated with the diversion channel and limited sediment inputs by this alignment ensure that the Meadow Creek channel on the WRSF would be very stable. This allows for a wide range of sediment types and habitat features to be installed in the channel. Outside or “off-channel” spawning area comprised of cobbles of 4 to 12 inches, boulders and boulder clusters, or large woody debris, would provide velocity breaks and cover for fish. Riparian plantings of grasses and shrubs, particularly willows, would provide additional cover to the channel.

 

The need to offset wetland loss associated with the TSF/WRSF complex of fill provides the opportunity to create wetlands on wide benches adjacent to the Meadow Creek stream channel. A construction variation to that described earlier, only with the bench extending a much greater distance from the channel would be employed to accomplish this feature. These “wetland benches” would be planted with a series of succession species, the closest to the channel being the most water dependent.

 

Figure 20.7 shows a potential succession of plantings from the wettest and most erosive zone to the direct upland and least erosive zone. Plantings from the wettest to the driest are as follows:

 

1. Emergent wetland zone;

 

2. Overbank zone; and

 

3. Upland wetland zone.

 

Recommended plant species that are suitable for each zone are described below in Table 20.8. Planting is recommended in the fall. Native stock from the nearby Buffaloberry Nursery or another high elevation nursery is recommended.

 

Table 20.8:    Recommended Potential Planting Zones and Plant Species

 

Planting Zone   Species Common Name   Species Scientific Name
Emergent Wetland Zone   Nebraska sedge   Carex nebrascensis
    Jointed rush   Juncus articulatis
    Baltic rush   Juncus balticus
    Northwest mannagrass   Glyceria occidentalis
         
Overbank Zone   Coyote’s willow   Salix exigua
    Yellow willow   Salix hutea
    Geyer willow   Salix geyeriana
    Black twinberry   Lonicera involucrata
    Wood’s rose   Rosa woodsii
    Aspen   Populus tremuloides
    Fremont cottonwood   Populus fremontii
    Silver buffaloberry   Sheperdia argentea
         
Upland Zone   Squaw current   Ribes cereum
    Common chokecherry   Prunus virginiana
    Lodgepole pine1   Pinus contorta
    Grand fir1   Aabies grandis

 

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Figure 20.7:    Tailings Storage Facility Post Closure Details

 

 

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20.6.2 Hangar Flats Open Pit

 

Hangar Flats pit would function as a sedimentation basin at closure, much like the current Yellow Pine pit does to a reasonable extent today. Surface water and runoff from the TSF, Main WRSF and Blowout Creek would be routed through this “sediment trap” prior to flowing into Meadow Creek. Figure 20.8 illustrates the current configuration of the SODA and Historical Tailings area as well as the Hecla Heap and EFMC erosional features. The pit is projected to be approximately 600 ft deep and 110 acres in size, sufficient volume for hundreds of years of anticipated sediment deposition. It would serve to provide adequate retention needed to settle out a significant part of any suspended solids flowing through the pit. The flow pattern into and out of the open pit is shown on Figure 20.9.

 

The road leading to the pit would be reclaimed and blocked with large boulders or earthen barriers to prevent motorized vehicle passage. The berms would be placed far enough away from the final pit to prevent failure of the berm due to normal pit wall sloughing. Warning signs will be posted as a safety measure.

 

Meander bends would be constructed in reconstructed sections of Meadow Creek all the way to the junction with the EFSFSR. These meanders would be connected by a low gradient straight channel portion of Meadow Creek, which maximizes the length of flowing stream available for spawning, and also reduces the potential for predation of salmon and steelhead smolts by bull trout residing in the Hanger Flats pit.

 

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Figure 20.8:    Upper Meadow Creek Area Existing Conditions and Post Closure

 

 

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Figure 20.9:    Hangar Flats and Main WRSF Area Post Closure Details

 

 

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20.6.3 Yellow Pine Open Pit

 

Initially, the EFSFSR would be diverted around the Yellow Pine pit in a ”fish passage tunnel”, and reintroduced into the EFSFSR below the pit, and upstream from the confluence of Sugar Creek and the EFSFSR. Based on the anticipated flow regime and fish passage criteria, key considerations are: (1) high flow events; (2) water depths associated with low flow periods; and (3) the vertical height of structures over which salmon and steelhead need to leap while swimming in an upstream direction (water depths and velocities are limiting factor(s)).

 

Key tunnel design and construction considerations were method of excavation (i.e. single versus dual headings), associated labor, equipment, material costs, low-flow channel configuration, and inlet and outlet channel sections. These components satisfy the following:

 

· preliminary flood conveyance;

 

· fish passage;

 

· maintenance access; and

 

· pit wall stability-related considerations.

 

The primary fish-passage design criterion was that fish are able to enter the tunnel, swim the entire length of the tunnel, and exit, continuing their migration without experiencing significant delay or stress. Chinook salmon, steelhead and bull trout, which are protected under the federal Endangered Species Act, are accorded special consideration in the design. Key fish passage considerations include water velocities associated with high flow events, water depths associated with low flow periods, and vertical height structures the fish need to leap over while swimming in an upstream direction.

 

Upon cessation of all mining activities involving the Yellow Pine pit, Midas Gold plans to restore the stream channel through the backfilled pit by filling and grading a large area of the excavated site. The nature of the backfill material, which is net acid consuming, provides a significant quantity of material that would act as a large scale filter bed to groundwater migrating subsurface down the EFSF valley, potentially absorbing dissolved metals or acidic solutions emanating from upstream, were any to ever develop. A sinuous channel mimicking the EFSFSR channel upstream would be constructed to provide upstream fish passage to trout and salmon spawning and rearing habitat described earlier in the section. The channel will be designed within the step-down benches of the backfilled pit. The service road would be widened in strategic locations to accommodate wetland ponds and riparian habitat. Figure 20.10 illustrates the current configuration of the Yellow Pine Pit area.

 

High flow events drive the overall channel and floodplain design (width, depth, etc.); a typical channel cross-section would involve an approximate 21 ft wide channel bottom with uniform banks extending to 30 ft wide at bank height, 4 ft above the channel bottom (Figure 20.11) with a substrate of an approximate size of boulders and gravels. The reclaimed channel slope would range from 2.9% to 3.1%, which is comparable to most of the pre-project upstream sections of the EFSFSR. The average gradient of the EFSFSR through the backfilled Yellow Pine open pit is approximately 6% and includes the creation of resting and shelter areas comprised of rock sills for migrating salmon and bull trout.

 

Once the channel is constructed, the fish passage tunnel would be closed. This would be accomplished by plugging the lower tunnel portal, backfilling portions of the tunnel with rock fill, and plugging the upper entrance. This measure would be implemented late in the overall closure schedule.

 

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Figure 20.10:     Yellow Pine Open Pit Existing Conditions and Post Closure

 

 

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Figure 20.11:    Yellow Pine Open Pit Post Closure Details

 

 

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20.6.4 West End Waste Rock Storage Facility

 

The West End WRSF would be re-graded to promote positive drainage and prevent pooling on top of the dump; the top of the dump would be crowned and would be covered with growth media to enhance re-vegetation success and limit seepage. The “cover” would then be re-vegetated with an approved native seed mixture to promote stabilization of the facility, and mitigate sedimentation off the surface.

 

20.6.5 West End Open Pit

 

Carbonate-rich waste rock from the West End deposit would be used to backfill the Yellow Pine open pit prior to closure. This acid-neutralizing material would form the base over which the new EFSFSR fish passage channel would be constructed. The mined-out West End open pit would encompass an area of approximately 179 acres.

 

The final open pit closure configuration would be designed so as to not overtop or discharge. This is due to its location high in the drainage with minimal upslope hydrologic catchment. An overflow spillway would channel surface flows along contour to a settling basin, then to lower West End Creek. The West End open pit would be properly signed to communicate the safety risk of the partially backfilled pit lake and pit high walls. Safety berms would also be employed, as appropriate.

 

20.6.6 Plant Site and Related Infrastructure

 

Unless there is an ongoing beneficial use, the processing plant, maintenance facilities, office, and shop building will be dismantled and recycled/salvaged to the extent practicable. Foundations will be broken and covered with an appropriate depth of soil-like material (approximately 2 ft).

 

All non-salvageable equipment would be buried at the site. Fuel tanks would be off-loaded and salvaged. Fuel storage areas would be tested for contamination, as would the areas where the chemical storage buildings were located. All reagents, petroleum products, solvents, and other hazardous or toxic materials in the mill would be removed from the site for reuse, or disposed of according to applicable state and federal requirements.

 

Following removal of facilities, the area would be graded to promote drainage and re-vegetated with approved seed mix.

 

20.6.7 Burntlog Access Road

 

The Burntlog access road upgraded and constructed to avoid or bypass major sections of the Johnson Creek route and its important fishery would be closed once all reclamation work and related environmental monitoring has been completed. Once all reclamation and closure projects are complete, Midas Gold would effectively “un-build” the road; this will involve pulling back and re-contouring new road cuts and fills and seeding with native grasses. Upgraded sections would be returned to their previous pre-project widths and newly constructed road sections would be removed. Valley County and/or the USFS may decide to assume long-term care and maintenance responsibilities for the route. Otherwise, upon removal, access to the site and the neighboring Thunder Mountain area would be re-established by constructing a public access road through the site connect the existing Stibnite and Thunder Mountain Roads.

 

20.6.8 Operations Camp

 

The operations camp would be used during the initial 2 - 3 years of reclamation and closure activities but these activities would not require the full camp; consequently, a portion of the camp would be removed during the early years of closure. After the majority of closure activities are complete, the camp would be dismantled and salvaged and the area reclaimed and re-vegetated.

 

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20.6.9 Haul Roads

 

Strategic roads would initially be left in place during reclamation and closure. Drainage facilities constructed for haul roads would be properly installed including ditches, cross drains, design flow culverts and safety berms. The actual road surfaces and cuts and fill banks would be restored to the pre-hauling configurations by ripping and re-vegetating. Road grades would be designed to facilitate drainage and crowned and fitted with drainage ditches.

 

20.6.10 Power-Line Corridor

 

After closure activities that have significant power requirements have been completed, the section of the power-line from the Yellow Pine substation to the site will be disassembled, and the maintenance road reclaimed to its pre-existing state. Drainage stabilization and erosion control features would be installed. The upgraded power-line from Warm Lake to Yellow Pine would be left in place; Idaho Power would continue to maintain that line.

 

20.6.11 Waste Management Considerations

 

A number of proactive operational and post-closure water management features would be incorporated into the conservation design strategy. These would include the following:

 

· There would be construction of a sedimentation basin in the EFSFSR valley bottom and EFMC alluvial fan. These features would re-establish the sediment collection function of the present Yellow Pine open pit lake.

 

· Later, the EFMC gully would be covered with waste rock to eliminate the source of sediment and the EFMS stream diverted to connect with Meadow Creek along a stable alignment.

 

· Contact water from the open pits, waste rock, and TSF would be collected and actively or passively treated, or evaporated, or reused in the process.

 

· Process contact water would be treated to remove contaminants, filter particulates, and control temperature to mitigate potential impacts to local surface water and ground water.

 

· Midas Gold is also sensitive to the need to maintain adequate stream flows and related in-stream water quality.

 

· The Meadow Creek TSF is designed to accommodate the Probable Maximum Flood (PMF).

 

The Hangar Flats pit lake would provide a single point location for future treatment of waters emanating from the TSF, Main WRSF and EFMC (Blowout Creek) should such ever be required. Having the majority of the large scale disturbances feeding into this one location is a significant advantage for such treatment scenarios, if ever required.

 

20.6.12 LOM and Post-Closure Environmental Monitoring

 

A conceptual ground water and surface water sampling program follows. A more definitive plan and costs are included in the reclamation plan. Post-closure water quality monitoring would include:

 

· water quality monitoring as required by the SWPPP;

 

· water quality monitoring as required by the NPDES Permit;

 

· ongoing trend sampling for surface water and ground water; and

 

· monitoring associated with the State of Idaho Groundwater Rule and point(s) of compliance.

 

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The primary purpose of this monitoring would be to determine if potential environmental changes would result from the Project. Further, the monitoring program is intended to evaluate the long-term effectiveness of conservation and mitigation measures outlined in the Final Plan of Operations and other permit approval documents.

 

Inspections of the TSF and primary waste dump(s) would occur annually for the initial three years following closure, and after extreme events (100-year, 24-hour storm). After this initial monitoring, the contemplated schedule would be Years 5, 15, and 30. This would involve evaluation of the performance of the TSF for the following: geotechnical observations and recommendations, hydrologic monitoring, and water balance review. The actual routine and emergency monitoring and reporting requirements would be defined in the Dam Safety Permit.

 

The ongoing post-closure fisheries and aquatic biota (stream habitat) monitoring program would focus on evaluating species diversity and habitat conditions as they relate to the Mitigation and Conservation Plan. The initial pre-Project environmental baseline program conducted during 2011-2014 will be the foundation upon which future potential impacts and long-term mitigation success are measured. Key components would include: in-stream flow needs, adult salmon counts, fry escapement and winter survival, habitat characteristics, and construction monitoring. This program would demonstrate conservation and mitigation program effectiveness. Monitoring would occur in Years 5, 15, 30.

 

Ground water monitoring would focus on measuring any potential changes in exiting ground water conditions beneath the tailings impoundment system and throughout the EFSF basin. Sampling stations below the tailings impoundment, as well as below the three mine pits and the downstream points(s) of compliance, would be indicative of potential ground water impacts associated with the mining operation.

 

All newly reclaimed areas would be managed consistent with the Project’s reclamation, mitigation and conservation principles. The sites would be examined according to the schedule beginning with the concurrent reclamation phase, and proceeding through reclamation and post-closure. The success of re-vegetation would be monitored to ensure erosion is minimized and/or mitigated, and that native species re-establishment is occurring. Maintenance would be conducted on the site as necessary to promote species viability and re-colonization. Reclamation guarantees per 36 CFR Section 228A regulations would be provided by Midas Gold via reclamation bonding or other acceptable and established financial assurance mechanisms.

 

At the conclusion of “active closure”, when construction of all final closure activities is complete, the post-closure program would be initiated. The contemplated schedule is Years 1-5, 15 and 30. Closure maintenance is planned for Years 5, 15 and 30, and would vary for each of the primary components listed.

 

Midas Gold would compile all reporting information into a single comprehensive “environmental monitoring and mitigation report”, based on these schedules. The report would contain information about the following:

 

· surface water quality;

 

· ground water quality;

 

· aquatic biota;

 

· fisheries;

 

· tailings storage facility;

 

· reclamation / re-vegetation status; and

 

· mitigation and conservation.

 

The report would be kept on file by Midas Gold, and made available to appropriate federal, state and local agencies upon request.

 

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20.6.13 Conservation and Closure Costs

 

Anticipated costs for reclamation of the Stibnite Gold Project were developed utilizing a standardized reclamation cost-estimating model currently used and developed in Nevada for mining specific projects. This model has been utilized for mining projects on public and private land in Nevada and other states for many years and is called the SRCE model and is available online through the Nevada Department of Environmental Protection website.

 

A definitive cost breakdown for reclamation and closure costs and conservation/mitigation measures is provided in Section 21.

 

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SECTION 21 TABLE OF CONTENTS

 

SECTION PAGE
     
21 CAPITAL AND OPERATING COSTS 21-1
     
  21.1

Capital Costs

21-1
         
    21.1.1 Summary 21-1
    21.1.2 Mine Capital Costs 21-2
    21.1.3 Plant Capital Costs 21-5
    21.1.4 Infrastructure Costs 21-8
    21.1.5 Indirect Costs 21-11
    21.1.6 Owner Costs 21-13
    21.1.7 Environmental Remediation& Mitigation Costs 21-14
    21.1.8 Closure Costs 21-15
    21.1.9 Contingency 21-16
       
  21.2

Operating Cost

21-17
       
    21.2.1 Major Reagents, Fuel and Electricity Costs 21-17
    21.2.2 Labor Requirements 21-17
    21.2.3 Mine Operating Cost 21-18
    21.2.4 Plant Operating Cost 21-20
    21.2.5 General and Administrative Cost 21-23

 

SECTION 21 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 21.1: Capital Cost Summary 21-1
     
Table 21.2: Mine Capital Cost Summary 21-2
     
Table 21.3: LOM Mining Capital Cost Detail 21-3
     
Table 21.4: Mine Support Capital Equipment and Facilities Capital Costs 21-4
     
Table 21.5: Mine Pre-Production Expense 21-5
     
Table 21.6: Plant Capital Cost Summary 21-6
     
Table 21.7: Onsite Infrastructure CAPEX Summary 21-9
     
Table 21.8: Onsite Auxiliary Facilities CAPEX 21-9
     
Table 21.9: Tailings Storage Facility CAPEX 21-10
     
Table 21.10: Surface Water Diversion CAPEX 21-10
     
Table 21.11: Offsite Infrastructure Summary 21-11
     
Table 21.12: Power Transmission Construction and Substation Upgrades 21-11
     
Table 21.13: Mine Access Road CAPEX 21-11
     
Table 21.14: Indirect Capital Cost Summary 21-12
     
Table 21.15: EPCM Capital Cost Summary 21-12

 

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Table 21.16: Other Indirect Capital Costs 21-13
     
Table 21.17: Owner Team Capital Costs 21-13
     
Table 21.18: Environmental Remediation Cost Summary 21-14
     
Table 21.19: Stream and Wetland Mitigation Costs 21-15
     
Table 21.20: Closure Costs 21-16
     
Table 21.21: Summary of Contingency Capital Costs 21-16
     
Table 21.22: OPEX Summary 21-17
     
Table 21.23: Cost Assumptions for Reagents and Power 21-17
     
Table 21.24: Estimated Labor Requirements 21-18
     
Table 21.25: Life-of-Mine Mining Cost Averages 21-18
     
Table 21.26: Mine OPEX by Period 21-19
     
Table 21.27: Process Plant OPEX Summary by Category 21-20
     
Table 21.28: Process Plant OPEX by Process Area 21-21
     
Table 21.29: Process Labor Costs by Process Area 21-21
     
Table 21.30: LOM Reagent Costs by Process Area 21-22
     
Table 21.31: Life-of-Mine Wear Steel Cost 21-22
     
Table 21.32: General and Administration Cost Detail 21-23

 

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21 CAPITAL AND OPERATING cOSTS

 

21.1 Capital Costs

 

21.1.1 Summary

 

The estimated capital expenditure or capital costs (CAPEX) for the Stibnite Gold Project consists of four components: (1) the initial CAPEX to design, permit, pre-strip, construct, and commission the mine, plant facilities, ancillary facilities, utilities, and operations camp, and complete on and offsite environmental mitigation and remediation; (2) the sustaining CAPEX for facilities expansions, mining equipment replacements, expected replacements of process equipment and ongoing environmental mitigation activities; (3) the closure and reclamation CAPEX to close and rehabilitate on and off-site components of the Project, which includes post-closure water treatment; and (4) working capital to cover delays in the receipts from sales and payments for accounts payable and financial resources tied up in inventory. Initial and working CAPEX are the two main categories that need to be available to construct a mining project.

 

Table 21.1 summarizes the initial, sustaining and closure CAPEX for the Project. It includes direct mining equipment and pre-stripping costs, process plant costs, on-site infrastructure such as the TSF and the operations camp, and off-site infrastructure such as the power transmission line, the mine access road, the Cascade Complex, and reclamation and closure costs. The initial CAPEX also includes indirect costs for engineering, permitting, land acquisitions, some environmental mitigation, and other costs. Initial CAPEX also includes an estimate of contingency based on the accuracy and level of detail of the cost estimate. The purpose of the contingency provision is to make allowance for uncertain cost elements which are predicted to occur but are not included in the cost estimate. These cost elements include uncertainties concerning completeness, accuracy AND CHARACTERISTICS OR NATURE of material takeoffs, accuracy of labor and material rates, accuracy of labor productivity expectations, and accuracy of equipment pricing.

 

Table 21.1:          Capital Cost Summary

 

Area   Detail  

Initial

CAPEX

($000s)

   

Sustaining

CAPEX

($000s)

   

Closure

CAPEX

($000s)

   

Total

CAPEX

($000s)

 
Direct Costs   Mine Costs     47,552 (1)     35,346       -       82,898  
  Processing Plant     336,219       1,579       -       337,798  
  On-Site Infrastructure     149,245       39,937       -       189,182  
  Off-Site Infrastructure     80,327       -       -       80,327  
Indirect Costs         176,687       4,275       -       180,962  
Owner's Costs         26,806       -       -       26,806  
Environmental Mitigation Costs         10,606       8,165       -       18,771  
Bonding, Closure and Reclamation Costs         762       9,185       56,542       66,489  
Total CAPEX without Contingency         828,204       98,488       56,542       983,233  
Contingency         142,050       -       -       142,050  
Total CAPEX with Contingency         970,254       98,488       56,542       1,125,283  

 

Note:

(1) Initial mining CAPEX also includes some environmental remediation costs as discussed in Section 21.1.7.1.

 

The primary assumptions used to develop the CAPEX are provided below:

 

· The estimate is based on 3rd quarter 2014 costs and is un-escalated.

 

· All cost estimates were developed and are reported in United States of America (US) dollars.

 

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· Contingency during the pre-production period is specific to each major component of the Project as determined by the various consultants.

 

· Qualified and experienced construction contractors will be available at the time of Project execution.

 

· Borrow sources are available in Meadow Creek or nearby within the Project boundary.

 

· Weather related delays in construction are not accounted for in the estimate. However, the engineering, procurement and construction management (EPCM) schedule does account for a ramp down in construction activity during the three winter months (December, January, and February).

 

· The oxygen plant is accounted for as an “over-the-fence” supply contract. Capital costs have been included for building a dedicated substation for the oxygen plant. Midas Gold will supply power and other utilities to the oxygen plant during operations as well as provide beds at the operations camp for its workers.

 

· Bonding cost represents the estimated financial cost of putting appropriate bonding in place, not the amount of the bond itself.

 

· No provision has been made for currency fluctuations.

 

21.1.2 Mine Capital Costs

 

The mine capital generally includes three components: capital to purchase the mining fleet, capital for mine support equipment, and the cost of pre-stripping. Mine capital cost for mobile equipment was developed from the mine equipment list presented in Section 16. Mine capital costs including equipment and pre-production development are presented in Table 21.2.

 

Table 21.2:              Mine Capital Cost Summary

 

Mining CAPEX Components  

Pre-Production

($000s)

   

Sustaining

($000s)

   

Total CAPEX

($000s)

 
Mine Major Equipment (Leased)     20,365       27,021       47,386  
Mine Support Equipment (Purchased)     16,428       8,325       24,753  
Capitalized Preproduction Development (30%)     10,759 (1)     -       10,759 (1)
Total Mining CAPEX     47,552       35,346       82,898  

 

Note:

(1) Pre-production mining costs include environmental remediation costs as discussed in Section 21.1.6.1; the remaining 70% of preproduction development is included in OPEX as detailed in Table 21.5

 

Midas Gold plans to lease the major mining equipment, meaning that the majority of the cost of the mining fleet is excluded from initial and sustaining CAPEX and moves to operating expenditures (OPEX). Lease rates were based on a combination of 36-month and 60-month leases mostly with equipment buyouts at the end of the lease period. For some sustaining capital equipment that is planned to be returned to the supplier at the end of the mine life, no buyout was included. Lease rates for the major mine equipment were obtained from a local major mine equipment vendor. End of lease term buyout options are accounted for as capital costs while down payments and monthly payments are treated as operating costs. Starting in Year 1, monthly lease payments become part of operating costs and any buyouts of mobile equipment become included sustaining capital. Smaller support equipment will be purchased, unit costs for which are based on recent information in the IMC equipment cost database. Mine capital costs include the following:

 

1. Cost of the buyout option for all leased mine mobile equipment required to drill, blast, load, and haul the material from the pit to the appropriate destinations.

 

2. Auxiliary equipment to maintain the mine and material storage areas in good working order as well as construct the mine haul roads and maintain them.

 

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3. Equipment to maintain the mine fleet such as tire handlers and forklifts.

 

4. Light vehicles for mine operations and staff personnel.

 

5. An allowance is included for initial shop tools.

 

6. An allowance is included for initial spare parts inventory.

 

7. Mine engineering equipment (computers, survey equipment, etc.) is included.

 

8. Equipment replacements are included as required based on the useful life of the equipment.

 

There are certain capital costs associated with the mine that are included elsewhere in the estimate. These items include mine office buildings, shop facilities, mobile equipment that is not required by the mine, and all infrastructure costs (except for haul roads).

 

Table 21.3 summarizes the mine capital costs by year. The buyout costs for the mine major equipment are included as capital costs, but the down payment and lease payments during the operation period are carried as OPEX and are not shown here. Preproduction stripping is part of the mine capital cost, but is shown separately to differentiate it from the cost of purchasing mine equipment.

 

Table 21.3:           LOM Mining Capital Cost Detail

 

      Mine Equipment     Capitalized          

Year /

Quarter

   

Leased Major

Equipment Buyout

Optional Payments

($000s)

   

Leased Major

Equipment Down

& Monthly Payments

($000s)

   

 Other Support

Equipment

Capital Costs

($000s)

   

Preproduction

Consumables

And Labor

($000s)

     

Total(1)(2)

Mine

Capital

($000s)

 
Initial Capital                                          
PP Q-5       -       2,221       11,696       857       14,774  
PP Q-4       -       5,379       1,942       1,428       8,749  
PP Q-3       -       3,307       818       2,545       6,670  
PP Q-2       -       3,549       603       2,652       6,804  
PP Q-1       -       5,909       1,369       3,278       10,556  
Sub-Totals       -       20,365       16,428       10,759       47,552  
Sustaining Capital                                          
1       -       -       39       -       39  
2       -       -       53       -       53  
3       -       -       30       -       30  
4       -       -       933       -       933  
5       7,348       -       1       -       7349  
6       7,076       -       6,338       -       13414  
7       1,821       -       -       -       1821  
8       6,365       -       931       -       7296  
9       1,494       -       -       -       1494  
10       -       -       -       -       -  
11       -       -       -       -       -  
12       2,917       -       -       -       2917  
Sub-Totals       27,021       -       8,325               35,346  
Totals       27,021       20,365       24,753       10,759       82,898  

 

Notes:

(1) Mine preproduction development is shown as 30% capital cost and 70% operating expense.
(2) End of lease term buyout options shown as a capital cost

 

Major mine equipment is leased in the year it is required for operation. The acquisition schedule for the leased major mine mobile equipment is provided in Section 16. The mine capital costs in Table 21.3 represent major mine equipment leased in the preproduction production period; other support equipment is purchased outright. Equipment leases after the start of production are carried as OPEX.

 

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If major mine equipment was purchased outright, the initial CAPEX would increase by $53.4 million, sustaining CAPEX would increase by $53.7 million, and LOM undiscounted OPEX would decrease by $121.8 million.

 

Mine support equipment will be purchased outright. Table 21.3 also includes the mine support equipment capital costs. Mine support equipment pricing was priced from vendor quotes and from IMC’s database for capital equipment purchases. The truck shop, truck wash, and truck shop warehouse are included in the Plant CAPEX. Table 21.4 presents the detailed purchase schedule for the support mine equipment along with the necessary facilities capital costs.

 

Table 21.4:             Mine Support Capital Equipment and Facilities Capital Costs

 

Mine Support Equipment / Facilities  

Unit Cost

($000s)

   

Initial

($000s)

   

Sustaining

($000s)

   

Total

($000s)

 
Blasthole Stemmer     317       317       634       951  
Blasters Flatbed Truck (2 T)     80       160       160       320  
ANFO/Slurry Truck (40,000 lb)     511       511       511       1,022  
Fuel Truck 777G     1,511       1,511       1,511       3,022  
Lube Truck 777G     1,678       1,678       1,678       3,356  
Flatbed Truck (8 - 10 ton)     102       102       102       204  
18 T Service Truck with Crane     316       316       316       632  
Crane Truck (8 - 10 ton)     296       296       296       592  
Cat 988 with Tire Handler     682       682       682       1,364  
Mechanics Truck     166       498       498       996  
Welding Truck     277       277       277       554  
Shop Forklift (Hyster H100FT)     52       52       -       52  
RT Forklift (Sellick SD-100)     90       90       -       90  
Grove 80 T Crane     488       488       -       488  
Cat 430E Backhoe/Loader     157       157       157       314  
Man Van     71       284       568       852  
Pickup Truck (4x4)     66       330       660       990  
Light Plants     30       150       90       240  
Mine Radios     1       35       35       70  
Mine Dispatch System     2,650       2,650       -       2,650  
Engineering/Geology Equipment     150       150       150       300  
Shop Tools (3% of Major Equipment)     2,135       2,135       -       2,135  
Initial Spare Parts (5% of Major Equipment)     3,559       3,559       -       3,559  
Total Support Equipment/Facilities CAPEX             16,428       8,325       24,753  

 

Pre-stripping requirements were developed quarterly to provide ore exposure for production in year 1 and also construction material for the TSF starter dam. A total of 14.4 Mst of waste rock would be mined during preproduction. Approximately 14.1 Mst (5.5 Mst from YP, 2.3 Mst from HF, 0.5 Mst from WE, and 5.8 Mst from SODA) of the 14.4 Mst would be used to build the TSF starter dam; the remaining 0.3 Mst of waste rock from WE would be stored in the WE WRSF. Mining costs during pre-production were based on areas stripped, haul profiles, established equipment rates and estimated operator wages. The cost build-up assumes that pre-stripping activities will be conducted by an owner-operated fleet using leased equipment. Table 21.5 shows the estimated development costs by quarter before start-up. The costs for topsoil stripping and storage are included in the mining costs. Development costs in preproduction quarter -5 (PP Q-5) include costs for the haul road between the Yellow Pine pit and the WRSF and TSF. The development costs are divided between capital (30%) and operating (70%) expenses.

 

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A small amount of capital is needed to support the mining effort, as shown at the bottom of Table 21.4. These include geology and engineering equipment such as surveying instruments, and mine planning hardware and software. Truck shop initial tools were estimated as 3% of mine major equipment capital costs. The first supply of the truck shop warehouse with operating spare parts is capitalized at 5% of mine major equipment capital costs.

 

Table 21.5:           Mine Pre-Production Expense

 

Period   Development Costs ($000s)     CAPEX 30% ($000s)     OPEX 70% ($000s)  
PP Q-5     2,856 (1)     857       1,999  
PP Q-4     4,760       1,428       3,332  
PP Q-3     8,482       2,545       5,937  
PP Q-2     8,840       2,652       6,188  
PP Q-1     10,925       3,278       7,648  
Total     35,863       10,759 (2)     25,104 (2)

 

Notes:

(1) Dedicated for haul road development.
(2) Mining CAPEX and OPEX include environmental remediation costs as discussed in Section 21.1.6.1.

 

21.1.3 Plant Capital Costs

 

Capital costs for the processing plant were estimated using budgetary equipment quotes, material take-offs for concrete, steel, and earthwork, estimates from vendors and consultants, and estimates based on experience with similar projects of this type. The capital cost estimate for the plant is shown in Table 21.6. Some of the costs and quantity estimates used by M3 were supplied by other consultants.

 

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Table 21.6:        Plant Capital Cost Summary

 

Area Description   Initial ($000s)     Sustaining ($000s)     Total ($000s)  
Historic Tailings     4,565       -       4,565  
Primary Crusher     12,108       -       12,108  
Crushed Ore Stockpile & Reclaim     8,884       -       8,884  
Grinding and Classification     61,716       -       61,716  
Pebble Crushing Circuit     -       1,579       1,579  
Antimony Recovery     22,346       -       22,346  
Gold Flotation     25,733       -       25,733  
Pressure Oxidation     71,934       -       71,934  
CCD & Neutralization     39,254       -       39,254  
Leaching/CIP     17,346       -       17,346  
Detox     2,943       -       2,943  
CIL Leaching     14,535       -       14,535  
Carbon Handling & Refinery     10,367       -       10,367  
Fresh Water System     2,336       -       2,336  
Main Substation     20,722       -       20,722  
Reagents     18,214       -       18,214  
Oxygen Plant     3,217       -       3,217  
Total Plant CAPEX     336,219       1,579       337,798  

 

21.1.3.1 Plant Capital Basis of Estimate

 

The capital cost estimate is based on the cost of equipment, material, labor, and construction equipment needed to complete the plant up to start-up. The accuracy of the CAPEX estimate at the prefeasibility level is -10% to +25. Data for this estimate was obtained from numerous sources including:

 

· prefeasibility-level design engineering consisting of flow sheets, general arrangement plans and cross sections, civil grading drawings, and electrical one-line drawings;

 

· POX conceptual engineering produced by Pieterse Consulting Inc. during 2014;

 

· topographical base information provided by Midas Gold from a 2009 aerial LiDAR survey augmented by a 2013 LiDAR survey for outlying areas for the mine access road;

 

· budgetary equipment and materials quotes from vendors; and

 

· local labor rates for Valley County, Idaho modified by M3’s experience from other projects.

 

Below is a description of the pricing that was used by category.

 

Capital Equipment Pricing

 

Prices were solicited for all major equipment. Procurement packages of similar equipment were sent to three qualified suppliers to get budgetary quotations. Major capital equipment categories for this Project included electrical, mechanical, and piping. Accuracy of +/- 15% was requested from suppliers for this CAPEX. For some equipment generally under $100,000 in value, pricing data were taken from recent M3 projects.

 

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Electrical Equipment

 

One-line electrical distribution diagrams were designed for each plant and ancillary area to determine the required number and size of transformers, switchgear, and motor control centers. These one-line drawings were sent to three qualified electrical suppliers for direct pricing. Quotes were evaluated by the electrical engineer to ensure that the specifications for the equipment were met. An average of the suppliers quoted prices was used to populate the capital cost estimate.

 

Electrical bulk materials were factored by area and benchmarked from recent projects. The cost of electrical equipment was subtracted from the factors except in cases where the electrical costs were judged to be too low.

 

Mechanical Equipment

 

All major mechanical equipment was priced for the capital cost estimate by soliciting budgetary quotations, or in the case of minor equipment, from quotes or purchases from recent jobs. The vendors that were approached were generally the best known suppliers of process equipment in the mining industry: Metso, FL Smidth, Outotec, Sandvik, Weir Warman, GIW, Goulds, Flowserve, Delkor Tennova, McClanahan, Konecranes, etc. Autoclave equipment prices were solicited from the main providers: Koch-Knight, Stebbins, DSB, Ekato, Lightnin, Mikropul, Clean Gas Systems, Weir-Geho, Midwest Cooling Towers, Marley, Clayton, Cleaver-Brooks, and others. Operating data sheets (ODSs) were developed to provide duty specifications for each unique piece of major equipment in the Equipment Register. The ODSs were populated with process data and flows from the Metsim process simulation, from specifications in the Process Design Criteria and from physical information derived from General Arrangement drawings. Vendors were provided capacities and flows (nominal and design), specific gravity and bulk density, slurry densities (percent solids), work and abrasion indices, materials of construction, and other information needed to receive a credible quote. All quotes were evaluated to determine if they met the duty specifications. In general, the price that was used in the capital cost estimate was based on the best suited proposal, not the lowest cost quote. In cases where there were multiple qualified proposals, the average of vendor’s prices was used. Mechanical equipment quotes were obtained for:

 

· jaw crusher;

 

· conveyors & stacker;

 

· reclaim apron feeders;

 

· SAG/ball mills with trammel screens;

 

· pebble (cone) crusher;

 

· hydro-cyclone;

 

· flotation tank cells for both antimony and gold rougher and cleaner circuits;

 

· concentrate, CCD, and neutralization thickeners;

 

· plate and frame filter presses;

 

· field erected and shop-fabricated tankage;

 

· POX equipment including the autoclave, flash tanks, autoclave agitators, positive displacement feed pumps, steam generators, and Venturi scrubber;

 

· conventional 7-ton carbon plant for gold recovery and carbon regeneration;

 

· screen slurry plant for Historic Tailings; and

 

· tailings, slurry, froth, and process pumps.

 

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Quotes for the autoclave, flash tanks, and autoclave agitators were based on preliminary sizing information. The final process design required a larger autoclave and flash tanks. Prices for the final design were factored to reflect the new autoclave size. For the autoclave and flash tanks, a factor of 21% represents the estimated increase in steel weight of the larger autoclave over the autoclave that was quoted. Autoclave agitators, positive displacement feed pumps, and other scalable equipment were scaled up similarly.

 

Piping, Pump, and Valve Quotes

 

A list of pumps was developed for all process areas. Operating data were tabulated for all pumps on this list including flow, total dynamic head, percent solids, slurry specific gravity, service, corrosivity, and pump style (horizontal centrifugal, vertical turbine, etc.). Requests for budgetary quotes were furnished to three or more pump suppliers for comparative quotes. A piping engineer reviewed the vendor submissions and technical information to select the appropriate equipment to include in the capital cost estimate.

 

M3 sized and specified the valves in the autoclave area. These valves were priced by known providers, Caldera, Mogas, Flowserve, and Tyco. The total bill of materials for autoclave area valves is $6.5 million. Pipe costs were factored and benchmarked against other recent projects.

 

Structural Steel and Concrete Material Take Off (MTO) Methods

 

The method used to quantify concrete volumes and structural steel weights was to take similar structures already designed from other projects and then modify the dimensions and/or steel member sizes appropriately for the new project’s building characteristics. At times when there are different loading conditions, (e.g. snow load), a quick calculation was performed to verify sizing of roof framing. When there was a new foundation that was judged to be unique from past projects, a calculation of a typical bearing condition was performed to verify concrete dimensions. The calculations are effective at getting a close approximation of the final design.

 

Concrete & Structural Commodity Pricing

 

MTOs were prepared for architectural and structural commodities to establish quantities and prices using solicited budgetary prices of unit costs. Unit pricing was solicited from four structural steel providers for the Project, which were adjusted for steel unit prices typical for current large EPCM jobs.

 

Two regional concrete suppliers and contractors provided prices for supply of concrete, predicated on the assumption that a batch plant would be set up on site and that aggregate would be available from alluvial gravels in the Meadow Creek valley. A crushing and screening plant would also be needed to make the particle size gradations for concrete mix designs. The cost to house the batch plant operators was also considered.

 

Plate work was estimated using MTOs at a cost of $2,850 per ton.

 

Instrumentation

 

Instrumentation materials costs were factored by area from total plant equipment costs.

 

21.1.4 Infrastructure Costs

 

21.1.4.1 Onsite Infrastructure

 

The onsite Infrastructure includes site utilities and roads, auxiliary facilities, the TSF, surface and tunnel water diversions, and the operations camp. Table 21.7 summarizes the direct costs for onsite infrastructure.

 

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Table 21.7:     Onsite Infrastructure CAPEX Summary

 

Onsite Infrastructure   Initial ($000s)     Sustaining ($000s)     Total ($000s)  
Site - General     21,521       -       21,521  
Auxiliary Facilities     38,552       -       38,552  
Tailings Storage Facility / Reclaim System     42,757       25,371       68,128  
Water Diversions     18,537       4,566       23,103  
Water Treatment Plant     -       10,000       10,000  
Permanent Camp     27,878       -       27,878  
Total Onsite Infrastructure     149,245       39,937       189,182  

 

The auxiliary facilities include a variety of offices, shops, and warehouses that support the day-to-day operations of the mine and the plant. Table 21.8 lists the main auxiliary facilities and their direct costs that were included in the initial CAPEX.

 

Table 21.8:     Onsite Auxiliary Facilities CAPEX

 

Onsite Auxiliary Facilities   Initial ($000s)     Sustaining ($000s)     Total ($000s)  
Ancillaries - General     56       -       56  
Administration Building     2,240       -       2,240  
Security Building     1,588       -       1,588  
Medical & Emergency Services     2,332       -       2,332  
Mine Ops/Mine Dry Building     1,889       -       1,889  
Warehouse     5,466       -       5,466  
Truck Shop/Truck Wash/Truck Warehouse     15,227       -       15,227  
Reagents Storage     2,129       -       2,129  
Plant Maintenance Building     4,350       -       4,350  
Assay Lab     470       -       470  
Fuel Station     2,637       -       2,637  
Explosives Storage     167       -       167  
Total Onsite Auxiliary Facilities     38,552             -       38,552  

 

The capital components that make-up the tailings management system consist of the tailings dam, the tailings impoundment, tailings pumps, slurry pipeline system, water reclaim system, TSF under-liner drains, TSF surface water diversions, and the civil work that is required to route the tailings and reclaim water lines between the process plant and the TSF. The water reclaim system consists of reclaim barge, pumps, pipeline, and storage tank. The TSF impoundment will be expanded three times during the life-of-mine. Due to limited availability of construction material during preproduction, the initial TSF dam will be constructed to a lower level (Stage 1A) than the rest of the impoundment (Stage 1B), and then raised to the Stage 1B level during the first two years of production. Including the Stage 1B raise, the tailings dam is planned to be raised four times during the life-of-mine. Table 21.9 summarizes the direct costs for the TSF.

 

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Table 21.9:     Tailings Storage Facility CAPEX

 

Tailings Storage Facility   Initial ($000s)     Sustaining ($000s)     Total ($000s)  
Tailings Dam     5,309       4,861       10,170  
Tailings Impoundment     17,340       18,179       35,520  
Tailings & Water Reclaim     20,107       2,331       21,591  
TSF and Reclaim Total     42,757       25,371       67,280  

 

The water diversions include the surface diversions that divert non-contact water around the TSF and WRSF, a sedimentation pond located below the surface water diversions, the surface approaches and exit to the tunnel water diversion beneath the Yellow Pine pit, and the tunnel water diversion itself. The surface water diversions were estimated by Tierra Group International while the tunnel diversion was estimated by Cementation USA Inc., an underground contractor. Initial CAPEX includes the initial diversions around the TSF and tunnel diversion around the Yellow Pine open pit; the sustaining CAPEX is for additional diversions associated with the TSF, as shown in Table 21.10.

 

Table 21.10:     Surface Water Diversion CAPEX

 

Water Diversions   Initial ($000s)     Sustaining ($000s)     Total ($000s)  
Starter TSF/WRSF Diversions     2,566       -       2,566  
EFSFSR Diversion Tunnel Approaches     1,987       -       1,987  
EFMC Sedimentation Pond (lined)     149       -       149  
Initial WRSF SWM Pond (unlined)     106       -       106  
East Fork Diversion Tunnel (Underground)     13,729       -       13,729  
EFMC Rock Drain & Outlet     -       223       223  
Final WRSF SWM Pond (lined)     -       262       262  
Stage 3 TSF/WRSF Diversions     -       3,784       3,784  
Hangar Flats diversion     -       296       296  
Water Diversion Total     18,537       4,566       23,103  

 

The 300-bed operations camp would be formed from the 1,000-bed construction camp by removing 700 beds after start-up; the dining and housekeeping facilities, fresh water supply, power distribution, and wastewater treatment at the camp would remain. The direct costs are based mainly on budgetary quotations of from a local supplier of modular camps with specific experience at the Stibnite Gold site. The cost per bed equates roughly to $40,000 per bed. The cost to furnish the camp was estimated to be 10% of the cost of the buildings. The total direct cost of the operations plus construction camp facility, shown in Table 21.7, does not include the cost of catering or housekeeping.

 

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21.1.4.2 Offsite Infrastructure

 

The offsite infrastructure includes three main components: the power transmission line, the mine access road, and the Cascade Complex that includes administration offices, the production assay lab, the staging area for mine personnel transportation, and some warehousing capacity. Table 21.11 summarizes the direct costs estimated for these three components.

 

Table 21.11:     Offsite Infrastructure Summary

 

Off-Site Infrastructure   Initial ($000s)     Sustaining ($000s)     Total ($000s)  
Power-line     40,224       -       40,224  
Mine Access Roads     34,302       -       34,302  
Off-Site Cascade Complex     5,801       -       5,801  
Total Off-site Infrastructure     80,327             -       80,327  

 

Midas Gold’s Cascade Complex is described in Section 18.5. The estimated direct costs of these facilities, shown in Table 21.11, do not include land acquisition costs for the facility; these costs are included in owner’s costs.

 

The power transmission line and substation upgrades are described in Section 18. The cost for the power transmission line was developed by Power Engineers Inc. of Boise, Idaho, in consultation with Idaho Power Company. The power transmission line includes upgrading of seven substations between Emmett, Idaho and McCall, Idaho to handle the new power demands. Table 21.12 summarizes the Power Engineers cost estimate including indirect costs.

 

Table 21.12:     Power Transmission Construction and Substation Upgrades

 

Component   Power Transmission Line Costs   Initial ($000s)     Sustaining ($000s)     Total ($000s)  
Direct Costs   Power Infrastructure Improvements and Construction     40,224       -       40,224  
Indirect Costs   Mob/Demob     420       -       420  
  Construction Management     2,293       -       2,293  
  Engineering Cost     4,172       -       4,172  
Power Transmission Line Totals     47,109          -       47,109  

 

The mine access road is described in Section 18. The cost was developed by HDR Inc.; the cost estimate includes civil excavation costs, placement of aggregate base course and geotextile, emplacement of culverts, retaining walls, installation/upgrade of bridges, the installation of a storm water drainage system, and other minor costs. HDR also estimated the indirect costs and contingency. Table 21.13 summarizes HDR’s cost estimate.

 

Table 21.13:     Mine Access Road CAPEX

 

Component   Mine Access Road Costs   Initial ($000s)     Sustaining ($000s)     Total ($000s)  
Direct Costs   Mine Road Design and Construction     34,302       -       34,302  
Indirect Costs   Mob/Demob     2,046       -       2,046  
  Other Indirect Costs     6,543       -       6,543  
Mine Access Road Totals     42,890            -       42,890  

 

21.1.5 Indirect Costs

 

Indirect costs are those costs that can generally not be tied to a specific work area, as summarized in Table 21.14. This category includes “other direct costs” that are related to construction that can’t be assigned directly to a work area including the following:

 

· quality assurance testing is included at 2% of total direct costs for civil, concrete, piping, steel, and electrical costs;

 

· survey is included at 1% of total direct costs for civil, concrete, and steel costs;

 

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· mobilization of contractors is 0.5% of total direct cost without mine & mobile equipment and including quality assurance;

 

· pipe spooling detail is included at 3% of piping materials; and

 

· programming included at 0.2% of direct costs.

 

Table 21.14:     Indirect Capital Cost Summary

 

Indirect Cost Items   Cost ($000s)  
Quality Assurance Testing     6,184  
Surveying     1,526  
Pipe Spooling     696  
Programming     967  
Construction Camp Costs     18,726  
Freight     22,580  
EPCM Costs     81,915  
Start-up and Commissioning     1,990  
Vendor Erection Supervision     1,194  
Capital and Commissioning Spares     4,974  
Other Indirect Costs     23,700  
Sales Tax     12,233  
Total Indirect Costs     176,687  

 

21.1.5.1 EPCM Costs

 

M3 breaks down estimated EPCM costs into various categories that total 16.7% of direct constructed field cost excluding mining pre-strip and mine equipment costs, as shown in Table 21.15.

 

Table 21.15:     EPCM Capital Cost Summary

 

EPCM Components   Percentage of Total
Direct Field Cost
    Cost ($000s)  
Temporary Facilities & Support     0.5 %     2,499  
Project Services     1.0 %     4,997  
Project Control     0.75 %     3,748  
Management & Accounting     0.75 %     3,748  
EPCM Fee Fixed     1.0 %     5,183  
EPCM Construction Trailers     0.2 %     999  
Engineering     6.0 %     27,758  
Construction Power     0.1 %     500  
Construction Management     6.5 %     32,483  
EPCM Total     16.7 %     81,915  

 

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21.1.5.2 Other Indirect Costs

 

Table 21.14 also includes indirect costs from other consultants for infrastructure construction, including the power transmission line, mine access road, TSF, and water diversions. The indirect costs for these tasks were provided by the estimating entity, as detailed in Table 21.16.

 

Table 21.16:     Other Indirect Capital Costs

 

Other Indirect Costs   Cost ($000s)  
Process Plant Indirect Costs   Mob/Demob     2,659  
Power Transmission Line Indirect Costs   Power-line Mob/Demob     420  
  Power-line Construction Management     2,293  
  Power-line Engineering     4,172  
Mine Access Road Indirect Costs   Access Road Mob/Demob     2,046  
  Other Access Road Indirect Costs     6,543  
TSF Indirect Costs   TSF Mob/Demob     300  
  TSF/Portal Indirect Costs     1,400  
Diversion Tunnel Indirect Costs   Diversion Tunnel Indirect Costs     3,867  
Total Other Indirect Costs         23,700  

 

21.1.6 Owner Costs

 

Owner costs were developed to cover specific functions relating to the construction of the Project. Owner costs exclude exploration and corporate costs and are summarized in Table 21.17.

 

Key staff, plant and equipment operators will be hired as early as three months prior to start-up for training, and preparation work. Senior staff and engineering personnel will also be hired several months prior to start-up as they become available. Environmental monitoring will continue through the construction period. Other Owner Cost items include:

 

· Owner's construction and administrative costs, including the Owners camp;

 

· plant mobile equipment cost;

 

· insurance, accounting and legal;

 

· furniture and office equipment;

 

· tools;

 

· staffing and operator training cost; and

 

· initial fills and wear steel spares.

 

Table 21.17:     Owner Team Capital Costs

 

Owner Team Item   Sub Section   Total ($000s)  
Owner Team Salaries & Burden   Construction Management Team     9,330  
Owner Team Indirect Costs   Phone     100  
  Radio     100  
  IT Hardware     200  
  Software     500  
  Medical and Safety Supplies     130  
  Housing     375  
  Food     1,095  
  Offices & Furniture     90  

 

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Owner Team Item   Sub Section   Total ($000s)  
Environmental, Social & Permitting Consulting Support   Permitting     2,000  
  Compliance     800  
  Legal     750  
  Community Relations     180  
Land Acquisition   Land for Offsite Complex     500  
Insurance   Construction Insurance     2,000  
Operations Staff Build-Up & Training   Administration Team     200  
  Mine Team     800  
  Process Team     600  
  Job-Specific Training     1,500  
Operations Direct Costs   Small Tools     225  
  Light Vehicles     2,931  
  Warehouse First Fills     2,400  
Total Owner Costs         26,806  

 

21.1.7 Environmental Remediation & Mitigation Costs

 

21.1.7.1 Environmental Remediation

 

Environmental remediation costs include readily identifiable components of the Project that are related to relocating specific historical materials to new location and include the spent heap leach ore stored in the SODA area and on the Hecla heap pad. The costs for these remediation projects have been included in the mining costs; as noted in Table 21.1, Table 21.2 and Table 21.5. A breakdown of the environmental remediation costs is summarized in Table 21.18.

 

Table 21.18:     Environmental Remediation Cost Summary

 

Environmental Remediation Items  

Initial CAPEX

($000s)

   

OPEX

($000s)

   

Total Remediation Costs

($000s)

 
SODA Relocation     1,694       3,952       5,646  
Hecla Heap Relocation     566       1,320       1,885  
Totals     2,259       5,272       7,531  

 

Note:  All costs included in this table are included in mining CAPEX and OPEX.

 

Not included in the environmental remediation costs are the following, with reasons identified:

 

· Removal and reprocessing of the 3.0 Mst of Historic Tailings in the Indicated Mineral Resource category since these materials are above cut-off grade and therefore treated as Mineral Reserves in the economic model, with costs treated as OPEX against the revenue received.

 

· Removal and relocation of historical waste rock material within the footprint of the Yellow Pine and West End open pits, since these materials are inadequately defined to determine precise quantities and are therefore aggregated into the overburden mining costs and included in the OPEX. As noted in Section 25, there is an opportunity based on limited available data that a component of these materials may have sufficient grade to reprocess as ore, which would increase revenues and reduce strip ratios and therefore reduce OPEX.

 

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· Remediation of the EFMC (Blowout Creek) drainage, which is primarily addressed by placing several million tons of newly mined and suitable waste rock to buttress the slope thereby reducing erosion combined with sediment control during operations and a newly developed surface channel at closure. The placement of this material is included in the waste material costs and included in OPEX.

 

· Remediation of historically impacted areas (e.g. historical mill and smelter site, tailings areas, town sites, shop areas, haul roads, heap leach facilities, etc.) where new facilities are to be located in the current Project design (e.g. Hangar Flats open pit, Main WRSF, process plant area, new haul roads, truck shop, etc.) are not separated out as a mitigation cost, rather they are incorporated into the construction cost of the new facilities and the subsequent closure costs for the these areas affected by the Project included in Closure Costs.

 

· Restoration of historically impacted drainages, wetlands, slopes, as well as replanting of areas historically affected by forest fires is all captured in Closure Costs.

 

21.1.7.2 Stream and Wetland Mitigation

 

Stream and wetland mitigation costs are estimated from expected impacts to those resources as identified in jurisdictional delineations conducted during baseline evaluations. A substantial effort was made during the Project design phase to minimize impacts to both jurisdictional wetlands and stream reaches through facilities design, siting, and orientation. Additionally, as the site has been impacted significantly by historic operations, facilities siting criteria were designed and implemented to minimize impacts to previously un-disturbed wetlands and stream channels.

 

Recognizing that impact mitigation will be a negotiated process with multiple agencies and stakeholder input, and that a Functional Assessment of wetland conditions and function has not yet been completed, unit costs were developed from western US mitigation projects and known planned disturbances to establish an estimate of the anticipated mitigation costs for the Project. Costs for mitigation have been allocated in time to capture anticipated development schedules and planned disturbance recognizing that development timing occurs after mitigation as appropriate.

 

Table 21.19:     Stream and Wetland Mitigation Costs

 

Item   Initial ($000s)     Sustaining ($000s)  
Wetland Mitigation Costs     4,265       3,370  
Stream Mitigation Costs     6,341       4,795  
Totals     10,606       8,165  

 

21.1.8 Closure Costs

 

Closure costs were developed utilizing the Standardized Reclamation Cost Estimator (SRCE) a tool that was developed for mining projects in the State of Nevada and currently supported directly by the Nevada Division of Environmental Protection. This model is used extensively by public and private property mining projects in multiple states and jurisdictions. The inputs for the model are updated annually for unit costs and, where applicable, user-edited data files were included to account for Idaho and Project specific items.

 

Reclamation specific costs are developed from the SRCE model utilizing specific design elements detailed in the Project’s operation and closure plans. Costs were then incorporated into the overall project cost model in the year that they occur.

 

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Closure costs include items such as potential long-term water treatment, reclamation maintenance activities, and long-term site monitoring which may include surface and ground water monitoring, vegetation success monitoring, aquatic species and habitat monitoring, and chemical and physical stability.

 

The basis for cost components of the long-term closure and monitoring activities are factored from anticipated operational costs, experience from closure operations of similar projects, and standard unit costs. The schedule of costs for reclamation, closure, and post-closure are allocated along the life of mine and closure based upon expected reclamation and closure related activities.

 

Table 21.20:     Closure Costs

 

Item  

Initial

($000s)

   

Sustaining

($000s)

   

Closure

($000s)

   

Total Closure

($000s)

 
Cost for Arranging Bond     762       7,052       3,230       11,044  
Earthwork / Re-contouring     -       2,133       15,808       17,941  
Re-vegetation / Stabilization     -       -       2,395       2,395  
Detoxification / Water Treatment/Disposal of Wastes     -       -       15,008       15,008  
Structure, Equipment and Facility Removal, and Misc.     -       -       4,510       4,510  
Monitoring     -       -       1,202       1,202  
Construction Management & Support     -       -       6,473       6,473  
Indirect Costs     -       -       7,915       7,915  
Totals     762       9,185       56,541       66,488  

 

21.1.9 Contingency

 

Contingency costs, as summarized in Table 21.21, are estimates of the costs that are not included in the CAPEX that can be expected to be spent during construction. The more engineering that is done ahead of the estimate the higher the accuracy of the CAPEX and thus, the lower the contingency costs. The total estimated contingency for this Project is 17.2% of the total initial CAPEX before contingency and is considered typical for a prefeasibility-level study.

 

Table 21.21:     Summary of Contingency Capital Costs

 

Contingency Capital Costs   Cost ($000s)  
Mine Capital - 5%     2,378  
Plant, Auxiliaries, Cascade Facilities - 17.5%     105,990  
Power Transmission Line - 15%     7,070  
Access Road - 30%     12,867  
TSF - 15%     3,397  
Water Diversions - Surface 15%     721  
Water Diversions - Underground 17.5%     3,079  
Owner's Cost - 17.5%     4,691  
Mitigation Costs - 17.5%     1,856  
Total Contingency     142,050  

 

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21.2 Operating Cost

 

The average cash operating cost before by-product credits, royalties, refining and transportation charges over the LOM and during the first four years of operations are estimated to be $26.65/st and $27.15/st of ore processed, respectively. The average cash operating cost after by-product credits but before royalties, refining and transportation charges over the LOM and during the first four years of operations are estimated to be $23.20/st and $21.83/st of ore processed, respectively. These cash costs include mine operations, process plant operations, and general and administrative costs (G&A) and are summarized in Table 21.22.

 

Table 21.22:     OPEX Summary

 

    LOM Average     Years 1-4 Average  
Cash Operating Cost Estimate   $/st mined     $/st milled     $/oz Au     $/st milled     $/oz Au  
Mining OPEX(1)     2.00       9.08       222       10.04       222  
Processing OPEX     -       14.45       354       14.10       312  
General & Administrative OPEX     -       3.13       77       3.01       67  
Cash Costs Before By-Product Credits(2)     -       26.65       653       27.15       601  
By-Product Credits     -       -3.45       -85       -5.32       -118  
Cash Costs After of By-Product Credits(2)     -       23.20       568       21.83       483  

 

Note:

(1) Mining OPEX excludes capitalized stripping.
(2) Cash costs shown in this table are before royalties, refining, and transportation charges. Cash costs that include these costs are presented in Section 22.

 

Major cost items driving the OPEX estimate include power (diesel and electricity), reagents (lime, sodium metabisulfite, cyanide, and copper sulfate), and labor. The details that comprise the OPEX are provided in the sections that follow.

 

21.2.1 Major Reagents, Fuel and Electricity Costs

 

Table 21.23 summarizes the unit costs for the major Project consumables (process reagents, diesel fuel and power). A more detailed list of the consumables for the Project is provided in Table 21.30.

 

Table 21.23:     Cost Assumptions for Reagents and Power

 

Item   Unit   Cost Estimate     Comment
Diesel fuel   $ per gallon     3.28     Quote for off-road diesel to site
Electricity   $ per kWhr     0.05876     Price rate quote
Lime   $ per ton     253     Price quote to site
Sodium Cyanide   $ per lb     1.134     Price quote to site
Sodium Metabisulfite   $ per lb     0.295     Price quote to site
Copper Sulfate   $ per lb     1.32     Price quote to site

 

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21.2.2 Labor Requirements

 

Labor for the Project was estimated for the mine, process plant, and G&A support. Labor rates were estimated using market surveys for the region and comparable wage rates from other mining operations in the area. Onsite personnel were assumed to be housed in a camp facility and working 12-hour shifts on a 14-day on, 14-day off work schedule except for salaried employees. A breakdown of the labor requirements stratified by function (mine, process, or G&A) and location (onsite or offsite) is presented in Table 21.24 with the annual estimated payroll for an average year.

 

Table 21.24:     Estimated Labor Requirements

 

    Number of Personnel     Average Annual  
Labor Category   Low     Peak     Average     Payroll ($000s)  
Mine Operations Personnel - Hourly     62       153       121       9,130  
Mine Personnel - Salaried     26       27       26       2,988  
Mine Maintenance Personnel - Hourly     45       77       62       5,311  
Mine Maintenance Personnel - Salaried     8       9       9       1,012  
Process Operations Personnel - Hourly     72       72       72       6,199  
Process Operations Personnel - Salaried     13       13       13       1,467  
Process Maintenance Personnel - Hourly     56       56       56       4,968  
Process Maintenance Personnel - Salaried     5       5       5       558  
G&A Hourly Personnel - Onsite     62       62       62       4,506  
G&A Salaried Personnel - Onsite     9       9       9       1,112  
G&A Hourly Personnel - Offsite     28       28       28       2,020  
G&A Salaried Personnel - Offsite     12       12       12       1,491  
Labor Totals     398       523       475       40,762  

 

21.2.3 Mine Operating Cost

 

Mine operating costs were developed based on first principles for the mine plan and equipment list presented in Section 16. The unit costs for labor were jointly developed by Midas Gold and M3. Fuel costs were set at $3.28 per gallon. Table 21.25 summarizes the consumable and labor operating costs by the unit operations.

 

Table 21.25:     Life-of-Mine Mining Cost Averages

 

Mining Function   Percentage     Unit Cost ($/st)  
Drilling     9.4 %     0.168  
Blasting     10.0 %     0.179  
Loading     9.7 %     0.172  
Hauling     38.4 %     0.685  
Auxiliary     16.6 %     0.296  
General Mine     5.0 %     0.090  
General Maintenance     4.6 %     0.082  
G&A     6.3 %     0.113  
Total for Material Mined     100.0 %     1.786  
Drilled and Blasted             2.004  
Mill Feed             7.943  

 

The operating costs have been broken into quarterly time periods for preproduction and years 1 and 2 to parallel the mine plan. Preproduction is established to be 15 months or 5 quarters. During the first quarter of preproduction (Qtr -5), the costs shown are for development of the initial access roads to the mine working areas. No in-pit mining tonnage is moved during that period so there is no calculation of “cost per ton”. The cost per ton in all remaining periods is based on the total in situ tonnage mined from the pits within the mine plan. Preproduction development costs (Table 21.3) are carried 30% as CAPEX and the remaining 70% as OPEX. Table 21.26 summarizes the total mine operating cost per time period. This table should provide a clear indication of the mine operating costs by year of operation. The major mining fleet is planned to be leased. Equipment down payments and monthly payments will be treated as operating costs in the economic analysis. Therefore, down payments and monthly payments are shown as operating costs in Table 21.26.

 

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Table 21.26:     Mine OPEX by Period

 

Period   Consumables and Labor
Operating Cost ($000s)
   

Equipment Lease and

Down Payments ($000s)

    Totals
($000s)
 
PP Q-5     -       -       1,999  
PP Q-4     -       -       3,332  
PP Q-3     -       -       5,937  
PP Q-2     -       -       6,188  
PP Q-1     -       -       7,648  
Yr 1 Q1     10,125       3,191       13,316  
Yr 1 Q2     12,178       4,127       16,305  
Yr 1 Q3     12,899       3,197       16,096  
Yr 1 Q4     13,152       3,197       16,349  
Yr 2 Q1     14,056       4,037       18,093  
Yr 2 Q2     15,095       5,859       20,954  
Yr 2 Q3     17,574       7,427       25,001  
Yr 2 Q4     17,970       5,237       23,207  
Yr 3     73,532       18,559       92,091  
Yr 4     79,372       20,427       99,799  
Yr 5     76,746       11,428       88,174  
Yr 6     75,713       7,274       82,987  
Yr 7     62,296       6,787       69,083  
Yr 8     64,292       4,286       68,578  
Yr 9     66,129       4,252       70,381  
Yr 10     60,229       5,565       65,794  
Yr 11     43,041       4,844       47,885  
Yr 12     28,695       2,108       30,803  
Totals     743,094       121,802       890,000  

 

Note: Operating Costs shown in pre-production are the 70% of preproduction consumable and operating costs allocated to OPEX.

 

The mine operating costs provided in Table 21.25 include:

 

1. Drilling, blasting, loading, and hauling of material from the mine to the crusher, stockpiles or waste storage facilities. Maintenance of the waste storage areas and stockpiles is included in the mining costs. Maintenance of mine mobile equipment is included in the operating costs.

 

2. Mine supervision, mine engineering, geology and ore control are included in the G&A category.

 

3. Operating labor and maintenance labor for the mine mobile equipment are included.

 

4. Mine access road construction and maintenance is included. If mine haul trucks drive on the road, its cost and maintenance is included in the mine operating costs.

 

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5. Relocation of SODA material and reprocessing of Historic Tailings is included.

 

6. Delivery of mine waste rock to the tailings dam construction is included. However, placement and compaction of that material at the TSF is not included.

 

7. The small stockpile (572 kst) that is generated during preproduction stripping would be fed to the crusher in Year 1.

 

8. The cost of backfilling the Yellow Pine open pit with West End waste rock is included.

 

9. A general mine allowance is included that is intended to cover mine pumping costs and general operating supplies that cannot be assigned to one of the unit operations.

 

10. A general maintenance allowance is included that is intended to cover the general operating supplies of the maintenance group.

 

The mine is planned to work two 12 hour shifts per day for 365 days per year. Ten days (20 shifts) of lost time are assumed due to weather delays.

 

21.2.4 Plant Operating Cost

 

This section addresses the following operating costs process plant OPEX. The process plant operating costs are summarized by the categories of labor, electric power, liners (wear steel), grinding media, reagents, maintenance parts and services, annual POX shutdown, oxygen, and supplies and services, as presented in Table 21.27.

 

Table 21.27: Process Plant OPEX Summary by Category

 

Plant Operation Cost Category   LOM Cost ($000s)     Cost ($/st)  
Labor     158,316       1.61  
Power     205,550       2.10  
Liners     45,465       0.46  
Grinding Media     122,336       1.25  
Reagents     581,955       5.93  
Maintenance Parts & Services     123,598       1.26  
Annual POX Shutdown     52,000       0.53  
Oxygen     85,361       0.87  
Supplies & Services     42,229       0.43  
Totals     1,416,809       14.45  

 

The processing costs divided by process area are provided in Table 21.28

 

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Table 21.28: Process Plant OPEX by Process Area

 

Process Area   LOM Cost ($000s)     Cost ($/st)  
Crushing and Conveying     24,857       0.25  
Grinding & Classification     395,942       4.04  
Antimony Recovery     39,813       0.41  
Gold Flotation     130,895       1.33  
Pressure Oxidation     202,382       2.06  
CCD and Neutralization     146,633       1.50  
CIP Leaching and Cyanide Recovery & Detox     347,873       3.55  
Carbon Handling & Refinery     45,685       0.47  
Tailings & Water Reclaim     25,736       0.26  
Water Treatment     4,151       0.04  
Fresh Water System     4,091       0.04  
Ancillaries     48,752       0.50  
Total Process Plant     1,416,809       14.45  

 

21.2.4.1 Process Plant Labor Cost

 

The process plant operating and maintenance labor costs were derived from a staffing plan and are based on labor rates from an industry survey for this region and modified where necessary. The annual salaries include overtime and benefits for both salaried and hourly employees. The burden rate used is 35% for hourly staff and 40% for salaried staff to include a 5% average annual bonus. The process labor numbers of personnel and costs divided by process area are provided in Table 21.29.

 

Table 21.29: Process Labor Costs by Process Area

 

Labor Costs by Process Area   Number of
Personnel
  Annual Labor
Cost ($000s)
 
Crushing and Conveying   8     691  
Grinding   12     1,080  
Antimony Recovery   8     691  
Gold Flotation Operator   4     378  
Pressure Oxidation   12     1,004  
Tailings   4     346  
Carbon Handling & Refinery   12     1,037  
Ancillaries   25     2,439  
Maintenance   61     5,526  
Totals   146     13,193  

 

21.2.4.2 Reagents

 

Reagent consumption rates were determined from the metallurgical test data or industry practice. Budget quotations were received for reagents supplied from local sources where available, with an allowance for freight to site or from historical data from other projects. Estimated LOM reagent costs by process area are presented in Table 21.30.

 

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Table 21.30: LOM Reagent Costs by Process Area

 

Process Area   Reagent   Life-of-Mine
($000s)
 
Grinding   Lime     735  
    Sodium Cyanide     2,069  
    Copper Sulfate     44,252  
Antimony Recovery   Lead Nitrate     10,850  
    Aerophine 3418A     2,196  
    Methyl Isobutyl Carbinol     1,996  
    Sodium Cyanide     552  
Gold Flotation   Copper Sulfate     23,919  
    Potassium Amyl Xanthate     39,042  
    Methyl Isobutyl Carbinol     21,618  
Pressure Oxidation   Flocculant     1,075  
CCD and Neutralization   Flocculant     9,390  
    Lime     95,835  
CIP Leaching and Cyanide Recovery & Detoxification   Sodium Cyanide     98,066  
    Lime     99,585  
    Carbon     17,836  
    Sodium Metabisulfite     94,279  
    Copper Sulfate     1,557  
Carbon Handling & Refinery   Sodium Hydroxide     1,933  
    Nitric Acid     15,169  
Total LOM Reagent Cost         581,955  

 

21.2.4.3 Maintenance Wear Parts and Consumables

 

Wear parts consumption (liners) and grinding media were estimated on a pound/ton basis. The consumption rate and unit costs were used to calculate the annual costs and cost per unit of production. These consumption rates and costs are shown in Table 21.31.

 

Table 21.31: Life-of-Mine Wear Steel Cost

 

Wear Steel Category   Applicable Equipment   Life-of-Mine
Costs ($000s)
 
Liners   Primary Crusher     1,049  
    Pebble Crusher     1,061  
    SAG Mill     31,149  
    Ball Mill     12,205  
Grinding Media   SAG Mill     31,285  
    Ball Mill     91,051  
Total LOM Wear Steel Cost         167,801  

 

An allowance was made to cover the cost of maintenance for the facilities and all items not specifically identified. The allowance made as a percent of the direct capital cost of equipment for each area; the rate used was 5%.

 

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21.2.5 General and Administrative Cost

 

General and Administration costs include management, accounting, human resources, environmental and safety compliance, laboratory, community relations, site residential camp, communications, insurance, legal, training, and other costs not associated with either mining or processing. The LOM G&A cost estimated for the Project are presented in Table 21.32.

 

Table 21.32: General and Administration Cost Detail

 

Cost Item   LOM ($000s)  
Labor & Fringes (G&A and laboratory)     130,781  
Accounting (excluding labor)     1,200  
Safety (excluding labor)     1,200  
Human Resources (excluding labor)     1,200  
Environmental Department (excluding labor)     6,000  
Security (excluding labor)     1,800  
Laboratory (excluding labor)     9,000  
Janitorial Services (contract)     2,400  
Community Relations (excluding labor)     9,000  
Office Operating Supplies and Postage     3,000  
Maintenance Supplies     9,565  
Maintenance Labor, Fringes, and Allocations     3,000  
Power     2,190  
Propane     2,400  
Phone/Communications     3,600  
Licenses, Fees, and Vehicle Taxes     1,800  
Legal     15,000  
Insurances     42,000  
Subs, Dues, Public Relations, and Donations     1,200  
Travel, Lodging, and Meals     3,600  
Camp (excluding labor)     54,000  
Training     3,000  
Total     306,936  

 

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SECTION 22 TABLE OF CONTENTS

 

SECTION PAGE

 

22 ECONOMIC ANALYSIS 22-1

 

22.1 Assumptions 22-1

 

22.2 Revenue 22-1

 

22.3 Capital Costs 22-4

 

22.3.1 Initial Capital 22-4

22.3.2 Sustaining Capital 22-4

22.3.3 Reclamation and Closure 22-4

22.3.4 Working Capital 22-4

 

22.4 Operating Costs 22-5

 

22.5 Royalties, Depreciation and Depletion 22-5

 

22.6 Taxation 22-5

 

22.6.1 Income Tax 22-5

22.6.2 Idaho Mine License Tax 22-6

 

22.7 Total Production Costs 22-6

 

22.8 Financial Model Results 22-6

 

22.9 Mine Life 22-8

 

22.10 Sensitivity Analysis 22-8

 

22.11 Changes from the 2012 PEA 22-11

 

22.11.1 Initial CAPEX Changes from the PEA 22-11

22.11.2 LOM CAPEX Changes from the PEA 22-12

22.11.3 Total Cash Cost Changes from the PEA 22-13

22.11.4 Net Present Value Changes from the PEA 22-14

 

SECTION 22 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 22.1: Life of Mine Contained Metal by Deposit 22-2
     
Table 22.2: Recovered Metal Production 22-2
     
Table 22.3: Smelter Treatment Factors 22-3
     
Table 22.4: Payable Metals Production 22-3
     
Table 22.5: Metal Price Cases 22-3
     
Table 22.6: Capital Cost Summary 22-4
     
Table 22.7: Operating Cost Summary 22-5
     
Table 22.8: Total Production Cost Summary 22-6
     
Table 22.9: Financial Model Pre-Tax and After-Tax Indicators by Case 22-7
     
Table 22.10: Pre-tax NPV5% Sensitivities by Case 22-9
     
Table 22.11: After-tax NPV5% Sensitivities by Case 22-9
     
Table 22.12: Base Case After-Tax Sensitivity Analysis 22-10

 

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SECTION 22 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 22.1: Annual Metal Production by Deposit 22-2
     
Figure 22.2: Payable Metal Value by Year for Case B in Millions of Dollars 22-7
     
Figure 22.3: Undiscounted After-Tax Cash Flow for Case B 22-8
     
Figure 22.4: Case B After-Tax NPV5% Sensitivities 22-10
     
Figure 22.5: Changes in Initial CAPEX from PEA to PFS 22-12
     
Figure 22.6: Changes in LOM CAPEX from PEA to PFS 22-13
     
Figure 22.7: Changes in Total Cash Costs from PEA to PFS 22-14
     
Figure 22.8: Changes in ATNPV5% from PEA to PFS 22-15

 

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22 ECONOMIC ANALYSIS

 

The economic analysis presented in this Report uses a financial model that estimates cash flows on an annual basis for the life of the Project at the level of detail appropriate to the prefeasibility level of engineering and design. Annual cash flow projections are estimated over the LOM based on the CAPEX, OPEX, sales revenue and other cost estimates. CAPEX is estimated in four categories: initial, sustaining, closure and reclamation, and working, and are distributed in accordance with the estimated year of expenditure. OPEX estimates include labor, reagents, maintenance, supplies, services, and electrical power for each year. The sales revenue is based on payable metals contained in doré bullion and antimony concentrate produced by the process. Other costs, such as royalties, taxes, and depreciation are estimated in accordance with the present stage of the Project.

 

The financial model results are presented in terms of Net Present Value (NPV), payback period (time in years to recapture the initial capital investment), and the Internal Rate of Return (IRR) for the Project. Annual cash flow projections are estimated over the LOM based on the estimates of capital expenditures and production cost and sales revenue. The estimates of CAPEX and OPEX have been developed specifically for this Project, as presented in Section 21.

 

22.1 Assumptions

 

Assumptions that were used to estimate the CAPEX and OPEX are presented in Section 21. Specific assumptions used in the construction of the financial model are provided below.

 

· A discount rate of 5% is applied to NPV calculations.

 

· Funding for the Project is assumed to be 100% equity funding with no financing costs except leasing of major mining equipment since this equipment would almost certainly be lease purchased.

 

· Revenue for doré and antimony concentrates is claimed in the same year as it is produced.

 

· Costs incurred prior to the construction commencement date are not included in the model and are considered “sunk costs,” except for tax purposes, where the aggregate expenditures accumulated prior to the construction commencement date are available to offset taxes.

 

· A 15-day delay in revenue from sales and a 15-day delay in payment of accounts payable are used in the formulation of working capital, which is recaptured at the end of mine life.

 

· An allowance of 5% is included in the financial model for salvage value of selected capital equipment, excluding buildings and tanks, which are included in the reclamation costs.

 

· Depreciation is calculated using the Modified Accelerated Cost Recovery System (MACRS) method in accordance with current U.S. Internal Revenue Service (IRS) regulations.

 

· Depletion is estimated for the financial model using the percentage method; a rate of 15% is used for gold and silver and 22% is used for antimony.

 

22.2 Revenue

 

Revenue for the financial model is based on the grade and tonnage of mill feed from the mine plan (Table 22.1), using the plant recovery for the specific mineralization type to yield metal production figures (Table 22.2). The appropriate refinery or smelter treatment terms (Table 22.3) are applied to the payable metals (Table 22.4) using the metal prices presented in Table 22.5. Metal prices were fixed in mid-2014 for mine planning purposes.

 

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Table 22.1:     Life of Mine Contained Metal by Deposit

 

        Contained Metal Grade     Contained Metal Quantity  
Deposit   Ore
Type
  Ore
Tons
(kst)
    Gold
(oz/st)
    Silver
(oz/st)
    Antimony
(%)
    Gold
(oz)
    Silver
(oz)
    Antimony
(klb)
 
Yellow Pine   High Sb   6,750     0.065     0.210     0.593     438,012     1,420,491     80,012  
    Low Sb   37,235     0.056     0.069     0.009     2,085,266     2,552,639     6,364  
Hangar Flats   High Sb   4,284     0.056     0.166     0.425     238,068     711,929     36,438  
    Low Sb   11,146     0.040     0.055     0.019     449,227     614,683     4,320  
West End   Oxide   10,736     0.022     0.029     -     233,295     215,682     -  
    Low Sb   24,914     0.041     0.044     -     1,023,994     1,089,717     -  
Historical Tailings   High Sb   3,001     0.034     0.084     0.165     101,315     251,920     9,906  
Totals / Averages   98,066     0.047     0.071     0.070     4,569,176     6,857,061     137,040  

 

Table 22.2:     Recovered Metal Production

 

  Doré Bullion     Antimony Concentrate  
Deposit   Gold (koz)     Silver (koz)     Antimony (klb)     Gold (koz)     Silver (koz)  
Yellow Pine   2,263     338     69,822     12     611  
Hangar Flats   597     68     30,030     5     349  
West End   1,090     681     -     -     -  
Historic Tailings1   72     20     -     -     -  
Totals Production   4,023     1,107     99,852     17     960  

 

Annual metal production by deposit is illustrated on Figure 22.1.

 

Figure 22.1:     Annual Metal Production by Deposit

 

 

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Table 22.3:     Smelter Treatment Factors

 

Gold and Silver Bullion
Gold Payability     99.5%  
Silver Payability     98.0%  
Refining Charge – Au (per troy ounce)     $1.00  
Transportation Charge – Au (per troy ounce)     $1.15  
Refining Charge – Ag (per troy ounce)     $0.50  
Transportation Charge – Ag (per troy ounce)     $1.15  
Antimony Concentrate
Payable Antimony (%)     68%  
Gold Payability (approximate)        
<5.0 g/t     0%  
5.0 to <8.5 g/t     15-20%  
8.5 to <10.0 g/t     20-25%  
≥10.0 g/t     25%  
Silver Payability (approximate)        
<300 g/t     0%  
300 to <700 g/t     40-50%  
≥700 g/t     50%  
Transportation to Asia (per wet ton)     $151  

 

Table 22.4:     Payable Metals Production

 

Product   Gold (koz)     Silver (koz)     Antimony (klb)  
Doré Bullion   4,002     1,085     -  
Antimony Concentrate   3     382     67,900  
Total Payable Metals   4,006     1,467     67,900  

 

Table 22.5:     Metal Price Cases

 

      Metal Prices      
Case     Gold
($/oz)
      Silver(1)
($/oz)
      Antimony(1)
($/lb)
    Basis
Case A     1,200       20.00       4.00     Lower-bound case that reflects the lower prices over the past 36 months and spot on December 1, 2014.
Case B
(Base Case)
    1,350       22.50       4.50     Approximate 24-month trailing average gold price as of December 1, 2014.
Case C     1,500       25.00       5.00     Approximate 48-month trailing average gold price as of December 1, 2014.
Case D     1,650       27.50       5.50     An upside case to show Project potential at metal prices approximately 20% higher than the base case.

 

Note:

(1) Prices were set at a constant gold:silver ratio ($/oz:$/oz) of 60:1 and a constant gold:antimony ratio ($/oz:$/lb) of 300:1 for simplicity of analysis, although individual price relationships may not be as directly correlated over time. Historic gold:silver ratios have averaged around 60:1.

 

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22.3 Capital Costs

 

The details of the CAPEX estimate for the Project are summarized below and are presented in more detail in Section 21. For purposes of the financial model, CAPEX is broken into four categories: initial capital, sustaining capital, closure and reclamation capital, and working capital. Table 22.6 presents a summary of the initial, sustaining and closure and reclamation capital costs.

 

Table 22.6:     Capital Cost Summary

 

Capital Cost Area   Initial
CAPEX
($000s)
    Sustaining
CAPEX
($000s)
    Closure
CAPEX
($000s)
    Total
CAPEX
($000s)
 
Direct Costs   613,343     76,862     -     690,206  
Indirect Costs   176,687     4,275     -     180,962  
Owner's Costs   26,806     -     -     26,806  
Environmental Mitigation Costs   10,606     8,165     -     18,771  
Closure Bonding, Closure and Reclamation Costs   762     9,185     56,542     66,489  
Contingency   142,050     -     -     142,050  
Totals   970,254     98,488     56,542     1,125,283  

 

22.3.1 Initial Capital

 

The total initial CAPEX carried in the financial model for new construction and pre-production mine development is expended over a 3 year period. The initial CAPEX includes direct and indirect capital costs, owner’s costs and contingency. The initial CAPEX would be expended in the years before production and a small amount carried over into the first production year.

 

22.3.2 Sustaining Capital

 

A schedule of CAPEX incurred during the production period was estimated and included in the financial analysis under the category of sustaining capital. The LOM sustaining capital is estimated to be $98.5 million, as shown in Table 22.6. This capital will be expended over a 12-year period.

 

22.3.3 Reclamation and Closure

 

Reclamation and closure costs were estimated to be $56.5 million on a gross basis. The estimate does not include approximately $102.4 million in gross payable revenue from the 75 koz of gold to be recovered from Historic Tailings as part of the Project legacy clean-up, nor does it include savings incurred from using the 7.3 million tons of spent heap leach ore in TSF construction, which is material that would otherwise have had to be obtained from other sources at additional cost.

 

22.3.4 Working Capital

 

A 15-day delay of receipt of revenue from sales is used for accounts receivable. A delay of payment for accounts payable of 15 days is also incorporated into the financial model. Working capital is estimated to be $7.5 million before production and an additional $18 million immediately after commencement of production but prior to receipt of revenue. Working capital also includes an allowance for capital tied up in parts inventory prior to its use. All the working capital is recaptured at the end of the mine life and the final value of these accounts is $0.

 

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22.4 Operating Costs

 

The average cash operating cost before by-product credits, royalties, refining and transportation charges over the LOM and during the first four years of operations are estimated to be $26.65/st and $27.15/st of ore processed, respectively. The average cash operating cost after by-product credits but before royalties, refining and transportation charges over the LOM and during the first four years of operations are estimated to be $23.20/st and $21.83/st of ore processed, respectively. These cash costs include mine operations, process plant operations, and general and administrative costs (G&A) and are summarized in Table 22.7.

 

Table 22.7:     Operating Cost Summary

 

    LOM Average     Years 1-4 Average  
Cash Operating Cost Estimate   $/st mined     $/st milled     $/oz Au     $/st milled     $/oz Au  
Mining OPEX(1)     2.00       9.08       222       10.04       222  
Processing OPEX     -       14.45       354       14.10       312  
General & Administrative OPEX     -       3.13       77       3.01       67  
Cash Costs Before By-Product Credits(2)     -       26.65       653       27.15       601  
By-Product Credits     -       -3.45       -85       -5.32       -118  
Cash Costs After of By-Product Credits(2)     -       23.20       568       21.83       483  

 

Note:

(1) Mining OPEX excludes capitalized stripping.
(2) Cash costs shown in this table are before royalties, refining, and transportation charges; cash costs that include these costs are presented in Table 22.8.

 

22.5 Royalties, Depreciation and Depletion

 

There is a 1.7% royalty that applies to gold revenue, as detailed in Section 4. The LOM reduction in Net Operating Income is estimated to be $91.9 million.

 

Depreciation is calculated using the MACRS method starting with the first year of production. The initial capital and sustaining capital used a 7 year life. The last year of production is the catch up year for the assets that are not fully depreciated at that time.

 

The percentage depletion method was used in the evaluation. It is determined as a percentage of gross income from the property, not to exceed 50% of taxable income before the depletion deduction. A rate of 15% is used for gold and silver and a rate of 22% is used for antimony.

 

22.6 Taxation

 

22.6.1 Income Tax

 

Taxable income for income tax purposes is defined as metal revenues minus operating expenses, royalty, property and severance taxes, reclamation and closure expense, depreciation and depletion. Deduction for depletion is used in the calculation of State income tax, but no deduction is taken for the federal income taxes paid. The combined effective tax rate was calculated as follows:

 

Combined Effective Tax Rate   = State Rate + Federal Rate x (100% - State Rate)
  = 7.4% + 35% x (100% - 7.4%)
  = 39.8%

 

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22.6.2 Idaho Mine License Tax

 

This is a tax for the privilege of mining or receiving royalties from mining operations. The tax rate is 1% of the value of ores mined or extracted and royalties received. The basis is the taxable income that is defined by the IRS.

 

22.7 Total Production Costs

 

A detailed breakdown of the various measures of cash cost over the life of the mine are shown in Table 22.8. The costs are presented in $/st mined, $/st milled, and in $/oz Au. The table provides the cash costs before and after by-product credits for the LOM and initial four years of operation, as well as the total cash costs, which include royalties, refining and transportation charges for the LOM and initial seven years of operation and, finally, the All in Costs (AIC) that includes non-sustaining capital.

 

Table 22.8:     Total Production Cost Summary

 

    LOM     Years 1-4  
Total Production Cost Item   ($/st mined)     ($/st milled)     ($/oz Au)     ($/st milled)     ($/oz Au)  
Mining     2.00       9.08       222       10.04       222  
Processing     -       14.45       354       14.10       312  
G&A     -       3.13       77       3.01       67  
Cash Costs Before By-Product Credits     -       26.65       653       27.15       601  
By-Product Credits     -       -3.45       -85       -5.32       -118  
Cash Costs After of By-Product Credits     -       23.20       568       21.83       483  
Royalties     -       0.94       23       0.34       23  
Refining and Transportation     -       0.25       6       1.04       8  
Total Cash Costs     -       24.38       597       23.20       513  
Sustaining CAPEX     -       1.00       24       0.52       11  
Salvage     -       -0.27       -7       0.00       0  
Property Taxes     -       0.04       1       0.04       1  
All-In Sustaining Costs     -       25.15       616       23.76       526  
Reclamation and Closure(1)     -       0.58       14       -       -  
Initial (non-sustaining) CAPEX(2)     -       9.89       242       -       -  
All-In Costs     -       35.62       872       -       -  

 

Notes:

(1) Defined as non-sustaining reclamation and closure costs in the post-operations period.
(2) Initial Capital includes capitalized preproduction.

 

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22.8 Financial Model Results

 

The financial model results are presented in terms of NPV, IRR, and payback period in years for recovery of the capital expenditures. These economic indicators are presented on both pre-tax and after-tax bases. The NPV is presented both undiscounted (NPV0%) and at a 5% discount rate (NPV5%), as shown in Table 22.9, and indicates that on an after-tax basis the Project has an NPV5% of $832 million, an IRR of 19.3%, and a payback period of 3.4 years.

 

Table 22.9:     Financial Model Pre-Tax and After-Tax Indicators by Case

 

Parameter   Unit   Pre-tax Results     After-tax Results  
Case A ($1,200/oz Au, $20.00/oz Ag, $4.00/lb Sb)
NPV0%   M$     1,286       1,041  
NPV5%   M$     662       513  
IRR   %     16.2       14.4  
Payback Period   Production Years     4.0       4.1  
Case B ($1,350/oz Au, $22.50/oz Ag, $4.50/lb Sb)
NPV0%   M$     1,915       1,499  
NPV5%   M$     1,093       832  
IRR   %     22.0       19.3  
Payback Period   Production Years     3.2       3.4  
Case C ($1,500/oz Au, $25.00/oz Ag, $5.00/lb Sb)
NPV0%   M$     2,543       1,929  
NPV5%   M$     1,524       1,129  
IRR   %     27.2       23.4  
Payback Period   Production Years     2.6       2.9  
Case D ($1,650/oz Au, $27.50/oz Ag, $5.50/lb Sb)
NPV0%   M$     3,171       2,344  
NPV5%   M$     1,955       1,414  
IRR   %     31.9       27.0  
Payback Period   Production Years     2.2       2.5  

 

Figure 22.2:     Payable Metal Value by Year for Case B in Millions of Dollars

 

 

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The after-tax, undiscounted payback periods for each case are as follows.

 

· Case A: 4.1 production years

 

· Case B: 3.4 production years

 

· Case C: 2.9 production years

 

· Case D: 2.5 production years

 

The undiscounted cash flows for Case B, the base case, are depicted on Figure 22.3.

 

Figure 22.3:     Undiscounted After-Tax Cash Flow for Case B

 

 

22.9 Mine Life

 

Using the current Mineral Reserve and the nominal design throughput of 22,050 stpd, the mine plan projects a 12-year production life. Construction is projected to require a three-year period after the permits are obtained and prior to the start of commercial operations. Closure is projected to take at least 10 years post-production, with some reclamation work occurring concurrently with operations, and the bulk of the closure activities and costs incurred in the first 3 years after operations cease. Some closure activities and long-term monitoring are anticipated to continue well after the reclamation period is complete to ensure that the closure designs continue to protect the environment and are performing in accordance with the design parameters.

 

22.10 Sensitivity Analysis

 

The sensitivity of the financial model was tested with respect to metal prices or gold grade, initial CAPEX, and OPEX for each case. The value of each parameter was raised and lowered 20% to evaluate the impact of such changes on the NPV at a 5% discount rate. The results for the pre-tax NPV5% are presented in Table 22.10, and the results for after-tax NPV5% are presented in Table 22.11. After-tax sensitivities with respect to NPV0%, NPV5%, IRR, and payback in production years are presented in Table 22.12.

 

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Table 22.10:     Pre-tax NPV5% Sensitivities by Case

 

        Pre-tax NPV5% (M$)  
Case   Variable     -20% Variance       0% Variance       20% Variance  
    CAPEX     862       662       463  
    OPEX     1,017       662       308  
Case A   Metal Price or Grade     -27       662       1,352  
    CAPEX     1,292       1,093       894  

Case B

  OPEX     1,447       1,093       739  
(Base Case)   Metal Price or Grade     318       1,093       1,869  
    CAPEX     1,723       1,524       1,325  
    OPEX     1,878       1,524       1,170  
Case C   Metal Price or Grade     662       1,524       2,386  
    CAPEX     2,154       1,955       1,755  
    OPEX     2,309       1,955       1,600  
Case D   Metal Price or Grade     1,007       1,955       2,902  

 

Table 22.11:     After-tax NPV5% Sensitivities by Case

 

        After-Tax NPV5% (M$)  
Case   Variable   -20% Variance     0% Variance     20% Variance  
    CAPEX     676       513       346  
    OPEX     760       513       239  
Case A   Metal Price or Grade     -30       513       1,012  
    CAPEX     980       832       674  
Case B   OPEX     1,057       832       577  
(Base Case)   Metal Price or Grade     244       832       1,357  
    CAPEX     1,266       1,129       982  
    OPEX     1,341       1,129       903  
Case C   Metal Price or Grade     513       1,129       1,696  
    CAPEX     1,548       1,414       1,277  
    OPEX     1,623       1,414       1,200  
Case D   Metal Price or Grade     770       1,414       2,035  

 

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Table 22.12:     Base Case After-Tax Sensitivity Analysis

 

Variance     NPV0% (M$)     NPV5% (M$)     IRR (%)     Payback (yrs)  
Metal Prices or Gold Grade
  20 %     2,262       1,357       26.3       2.6  
  10 %     1,887       1,100       23.0       2.9  
  0 %     1,499       832       19.3       3.4  
  -10 %     1,089       546       15.0       4.0  
  -20 %     656       244       9.8       5.4  
Capital Cost
  20 %     1,332       674       15.2       4.0  
  10 %     1,417       754       17.1       3.7  
  0 %     1,499       832       19.3       3.4  
  -10 %     1,578       907       21.8       3.0  
  -20 %     1,654       980       24.7       2.7  
Operating Cost
  20 %     1,130       577       15.5       3.9  
  10 %     1,323       710       17.5       3.6  
  0 %     1,499       832       19.3       3.4  
  -10 %     1,665       946       20.9       3.2  
  -20 %     1,828       1,057       22.4       3.0  

 

The after-tax sensitivities for NPV5% (Table 22.12) for Case B are illustrated on Error! Reference source not found.Figure 22.4.

 

Figure 22.4:     Case B After-Tax NPV5% Sensitivities

 

 

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The ATNPV5% of the Project is most sensitive to changes in revenue, which is manifested as changes in metal prices and gold grades. For example, a 20% increase in gold price or gold grade leads raises the ATNPV5% from $832 million to $1,357 million, a 63% increase. Similarly, a decrease of 20% in gold grade or gold price results in a 71% decrease in ATNPV5%.

 

All of the cases indicate that the Project is a bit more sensitive to changes in OPEX than it is to changes in CAPEX. For example, the change in ATNPV5% for a 20% increase in CAPEX is -19%, where as a 20% increase in OPEX causes a -31% change in ATNPV5%.

 

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SECTION 23 TABLE OF CONTENTS

 

SECTION PAGE

 

23 Adjacent Properties 23-1

 

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23            Adjacent Properties

 

The Project is not impacted by adjacent properties. No data or information from adjacent properties was used to support this PFS.

 

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SECTION 24 TABLE OF CONTENTS

 

SECTION PAGE

 

24 Other Relevant Data and Information 24-1

 

24.1 Antimony Information 24-1

 

24.1.1 Introduction 24-1

24.1.2 History 24-1

24.1.3 Supply 24-2

24.1.4 Critical Minerals Status 24-3

24.1.5 Stockpiling 24-3

24.1.6 Smelting and Refining 24-4

24.1.7 Export Quotas 24-4

24.1.8 Primary Antimony Uses 24-4

24.1.9 Reserves 24-5

24.1.10 US Perspective 24-5

24.1.11 Outlook 24-6

 

24.2 Secondary Antimony Processing 24-7

 

24.3 Project Execution Plan 24-9

 

24.3.1 Description 24-9

24.3.2 Objectives 24-9

24.3.3 Plan of Approach 24-9

24.3.4 Construction 24-12

24.3.5 Contracting Plan 24-13

24.3.6 Project Schedule 24-14

24.3.7 Quality Plan 24-15

24.3.8 Commissioning Plan 24-15

24.3.9 Environmental, Health and Safety Plan 24-15

24.3.10 Traffic Management Plan 24-15

24.3.11 Project Organization 24-16

 

SECTION 24 LIST OF TABLES

 

TABLE DESCRIPTION PAGE

 

Table 24.1: Estimated Mine Production of Antimony by Country 24-2

 

Table 24.2: Chinese Antimony Export Quotas 24-4
 
Table 24.3: World Mine Production and Reserves of Antimony 24-5
 
Table 24.4: Proposed Contract Work Package List 24-14

 

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SECTION 24 LIST OF FIGURES

 

FIGURE DESCRIPTION PAGE
     
Figure 24.1: World Antimony Production and Price from 1900 – 2012 24-1
     
Figure 24.2: US Production, Imports & Consumption of Antimony 24-6
     
Figure 24.3: Antimony Recovery Plant Process Flow Summary Diagram 24-8
     
Figure 24.4: Project Organization Block Diagram 24-16
     
Figure 24.5: Stibnite Gold Project Summary Schedule 24-17

 

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24                  Other Relevant Data and Information

 

24.1               Antimony Information

 

24.1.1            Introduction

 

The name “antimony” is derived from the Greek meaning “never found alone”. The principal use of antimony today is as an oxide synergist in the flame retardant chemical additive sector. Antimony (Sb) is a silvery-white, shining, soft and brittle metal. It is a semiconductor and has thermal conductivity lower than most metals. Due to its poor mechanical properties, pure antimony is only used in very small quantities; larger amounts are used for alloys and in antimony compounds.

 

24.1.2            History

 

China has dominated world supply for the past 110 years; the most famous deposit in China is the Hsikwangshan deposit in Hunan, reputedly worked since the 16th Century to become a world-class producer and it is still the dominant source, producing 30,000 to 40,000 tonnes of contained antimony per annum.

 

From 1897 to 1911, the average world production of antimony metal was just over 10,000 tonnes with an average metal price of 7.5¢/lb ($165/tonne). From 1911 to 1914, production increased from 15,000 tonnes per annum to 22,000 tonnes per annum, with prices remaining at similar levels to those before. During World War I, production rose sharply to 82,000 tonnes in 1916 as the metal’s physical properties for ammunition were deemed important. Metal prices rose to a peak of 32¢/lb in 1915 and settled back down to 8¢/lb after the end of the war, but remained volatile between 5¢/lb (ammunition stockpile destocking) and 19¢/lb for the rest of the decade. Peacetime demand declined to around 22,000 tonnes per year with the US consuming ~10,000 tonnes per year, with a further 5,600 tonnes per year from recycling ore as a by-product from lead ore. Metal prices jumped once more during the Korean war of 1950 - 53, reaching over $1,000/st for the first time in the history of the metal. China dramatically increased its production in the late 1980s and 1990s to command 90% of production once more (summarized from Tri-Star, 2012). Figure 24.1 illustrates antimony production and pricing since 1900.

 

Figure 24.1:     World Antimony Production and Price from 1900 – 2012

 

 

Source: USGS, 2014b

 

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24.1.3            Supply

 

Of the ~200,000 tonnes of contained antimony presently produced annually on a worldwide basis, approximately one-quarter is from secondary production via recycling of antimony bearing metal alloys. Of the balance, three-quarters of that is produced as primary antimony, while approximately 10% is produced from antimony bearing residues from lead smelting. As such, approximately 135,000 tonnes per annum of antimony is produced from antimony concentrates and ores (Confidential Report, 2014). As can be seen from the table below, China remains by far the world's largest producer of primary antimony.

 

Table 24.1:     Estimated Mine Production of Antimony by Country

 

    Annual Antimony Production (tonnes)  
Country   2008     2009     2010     2011     2012e     2012(%)  
Australia     1,500       1,000       1,106       1,577       2,481       1.4 %
Bolivia     3,905       2,990       4,980       3,947       4,000       2.3 %
Canada     132       64       9000       10000       7,000       4.0 %
China     166,000       140,000       150,000       150,000       145,000       83.3 %
Kyrgyzstan     700       700       700       1,500       1,500       0.9 %
Peru     531       145       -       -       -       0.0 %
Russia     3,500       3,500       6,040       6,348       6,500       3.7 %
South Africa     3,983       2,673       3,700       4,700       3,800       2.2 %
Tajikistan     2,000       2,000       2,000       2,000       2,000       1.1 %
Turkey     2,700       1,400       650       3,400       1,900       1.1 %
Totals     185,000       154,000       178,000       183,000       174,000       100.0 %

 

Source:  USGS, 2013

 

Six companies, including Hunan Hsikwangshan, Guangxi China Tin and Hunan Chenzhou Mining account for 90% of China’s supply (Roskill 2012), accounting for around 70% of official mine production in 2011, down from around 80% in earlier years. According to Chinese government statistics, over 75% of all of China’s reported primary antimony production in 2013 was from Hunan province, followed far behind by Guangxi and Yunnan, however, government statistics underreport and are adjusted regularly without explanation, making analysis challenging. However, Hsikwangshan Twinkling Star Company Limited (Twinkling Star) is acknowledged as the world’s largest integrated antimony producer. Located in Lengshuijiang, it produces ~30% of antimony products in China and ~25% globally. Capacity is ~32,000 tonnes per annum of contained antimony metal plus trioxide. Twinkling Star is a state-owned company; its parent corporation is the Hunan Nonferrous Group, which itself is majority owned by China Minmetals Corporation (Minmetals). Chenzhou Mining Company Limited (Chenzhou) is an integrated antimony and gold producer, producing approximately 19,000 tonnes of antimony products per annum and 6 tonnes of gold. As their own mine contains significant amounts of gold, Chenzhou operates a recovery circuit to capture gold from antimony smelting and separate it using an electrowinning refining process. Chenzhou Mining is majority owned by the Hunan Gold Group (aka Hunan Jinxin Gold Group) and is therefore considered a state-owned company. Other large operations in China include Multi Antimony Corp. (4,000 tonnes), China Tin Group (~4,000 tonnes), Guangxi Youngsun Metals (~10,000 tonnes) plus, following a government imposed consolidation, there are nine smelters (apart from Twinkling Star’s operation) in Lengshujiang, each with a minimum capacity of 5,000 tonnes per annum (Confidential Report, 2014).

 

China appears unwilling (if not unable) to maintain its level of mine production given resource depletion, rising costs, environmental crackdown, and resource conservation (Confidential Report, 2014). As a result, production in China is unlikely to increase over the next few years and could even fall in the face of government determination to limit environmental damage from smaller operations (Roskill, 2012). However, the rate of fall may be slower than was forecast by Roskill in 2012 (Confidential Report, 2014).

 

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Other sources of supply outside China include Geopromining in Russia, producing 5,000-6,000 tonnes of contained antimony in gold-antimony concentrates, and Mandalay Resources producing approximately 6,000 tonnes of contained antimony in gold-antimony concentrates. Comsup Commodities Inc. (via Anzob LCC) owns the Jizhikrut antimony-mercury deposit in Tajikistan; the mine is estimated to be producing at a rate of 4,500 tonnes per annum of contained antimony albeit with high mercury (0.6%-1.0%) with a new smelter that was built in 2013. The Consolidated Murchison mines in South Africa have been operating since the 1930s, with production of ~2,200 contained tonnes antimony in 2013; with the closure of their roaster, ConsMurch now sells its concentrates to China and India. Suspended operations include Beaver Brook in Canada, which is owned by Twinkling Star and is estimated to have two years of reserves left, and Hillgrove in New South Wales, Australia, which has a potential production capacity of 4,000 to 5,000 tonnes of contained antimony per year.

 

Roskill (2012) comments that new capacity could enter the market to meet growing demand but notes that increased production elsewhere is likely to offset any declines in Chinese production in the short term. Roskill has identified a number of significant additional sources of antimony concentrates in Europe, N. America, Africa and Oceania that could add over 14,000 tonnes per year Sb to world mine capacity within the next four years. However, non-China antimony deposits thus far identified are insufficient to keep up with demand increases (Confidential Report, 2014).

 

Based on the forecast for demand growth and China’s falling production, it is estimated that an additional 18,000 tonnes of annual primary mine production will need to be brought online through 2030 to meet demand (Confidential Report, 2014).

 

24.1.4            Critical Minerals Status

 

In 2013, the U.S. Department of Defense (DoD) ranked antimony #2 in the list of strategic and non-fuel defense material shortfalls (US DoD, 2013) and foresees a shortfall of 20,500 tons in a four-year period, and recommends mitigation options to address this shortfall including strategic stockpiling of ~11,000 tons of antimony.

 

Also in 2013, the US Geological Survey (USGS, 2013) estimated world primary mine production at 167,000 tonnes, of which 150,000 tonnes came from China (a 95% dependence ratio), with Bolivia in a distant second at 4,980 tonnes. World refined production was estimated by the USGS in the same report at 194,510 tonnes, of which 187,000 tonnes came from China (a 98% dependence ratio), with Bolivia again a distant second at 2,200 tonnes.

 

In a report on critical raw materials for the European Union (2014), the European Commission identifies an estimated 93% of the supply and estimates that all but 6% (i.e. 87% of the world’s supply) comes from China. Out of the 19 critical raw materials identified in the European Commission report (2014), antimony is the only metal ranked as being in deficit in the three time horizons evaluated (2012, 2015 and 2020), estimating a small deficit in 2012 and forecasting a large deficit in 2015 and 2020.

 

In 2012, the British Geological Survey ranked antimony with a relative supply risk index of 9.0, the second highest risk ranking of the 41 commodities considered due to China’s dominance of world production and reserves, compounded by the relatively low level of recycling and low substitutability.

 

24.1.5            Stockpiling

 

China’s State Reserve Bureau (SRB) has been active in recent years buying antimony metal in China, purchasing approximately 10,000 tonnes in 2013. The total amount of antimony stockpiled by the SRB is unknown. Apart from the material held by the SRB, Minmetals (as of 2014) was understood to have maintained a stockpile of 20,000 tonnes of metal and oxide in Guangxi warehouses. Moving forward, it is unknown if the SRB or Minmetals will continue to purchase surplus production (Confidential Report, 2014).

 

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A private exchange, the Fanya Minor Metals Exchange, that functions as a quasi-ETF began warehousing minor metals in 2014, holding 2,600 tonnes of antimony as of 30 June 2014 (Confidential Report, 2014).

 

24.1.6            Smelting and Refining

 

Outside of China, integration of mining and smelting or downstream processing has become rarer as previously integrated operations have found it difficult to compete with Chinese production. For that matter, there is little smelter production of any scale outside of China. Tri-Star Resources and US Antimony Corp. (Montana) are attempting to integrate mining supply with processing facilities, but are in relatively early stages of development. Tri-Star intends to begin construction of its smelter in Oman in 2015. There are a number of facilities in Belgium, France, Bolivia and India producing primary trioxide and recycling antimony from lead acid batteries; outside of Bolivia, none produce antimony from mines.

 

China has been increasingly importing antimony concentrates since 2007, with imports of concentrates (not contained metal) increasing from 17,000 tonnes in 2007 to more than 68,000 tonnes in 2012 (Minmetals, 2013) and ~64,500 tonnes in 2013 (Confidential Report, 2014). Looking at contained metals, Chinese imports of antimony in concentrates are estimated at ~25,500 tonnes in 2013, led by Russia (~8,300 tonnes of contained antimony in 2013), Australia (~5,300 tonnes), Tajikistan (~4,400 tonnes) and Myanmar (~2,800 tonnes), although smuggled imports are likely much higher from Myanmar (Confidential Report, 2014).

 

24.1.7            Export Quotas

 

China has imposed export quotas for antimony and antimony products since 2009; the table below summarizes the announced quotas and amount actually exported during the year.

 

Table 24.2:     Chinese Antimony Export Quotas

 

Export Quota Component   2011     2012     2013     2014  
Total Annual Quota Announced as Headline Figure     60,300       59,400       59,400       59,400  
Actual Quota Released to Each     59,502       58,584       58,562       58,512  
Actual Exports During Year     40,128       43,482       28,524       N/A  
Unused Quota     20,172       15,918       30,876       N/A  
Percent of Quota Utilized     67 %     74 %     49 %     N/A  

 

24.1.8            Primary Antimony Uses

 

The largest use of antimony oxide is in a synergistic system with a halogen (generally chlorine or bromine) flame retardant system for plastics and textiles. Normal applications for this product include upholstered chairs, rugs, television cabinets, business machine housings, electrical cable insulation, laminates, coatings, adhesives, circuit boards, electrical appliances, seat covers, car interiors, tape, aircraft interiors, fiberglass products, carpeting, etc. Around 90% of flame retardant production ends up in electronics and plastics, while the remaining 10% ends up in coated fabrics and furniture upholstery and bedding.

 

The principal uses of antimony outside of flame retardant include:

 

· an alloy in lead-acid batteries;

 

· military equipment and ammunitions;

 

· alternative wind and solar energy applications involving fire resistant transmission lines;

 

· a catalyst in food applications such as plastic packaging and water bottles.

 

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Antimony is also used as a decolorizing agent in optical glass such as photocopiers, camera lenses, binoculars and IPad screens. It is also used in semi-conductors and many components of motor vehicles. Antimony oxide is used as a phosphorescent agent in fluorescent light bulbs and antimony oxide, antimony trisulphide and/or organic compounds of antimony are added to fluid lubricants and/or molybdenum disulphide to improve performance.

 

One potential key future growth area could be in computer phase change memory, which is projected to lead to 1 gigahertz transfer speeds (30x faster than flash) (Visual Capitalist, 2012).

 

24.1.9            Reserves

 

Global reserves are estimated at 1.8 million tonnes (USGS, 2014a) which, at an estimated global production rate of 0.2 million tonnes per year (Roskill, 2012), is estimated to be less than 9 years of production. Furthermore, while official Chinese statistics still report considerable reserves, independent estimates suggest that they might be reaching exhaustion, particularly in the area of Lengshuijiang City, the center of antimony mining in China. Although some resources were discovered in 2011, very few deposits have been explored or developed in recent years (Roskill, 2012).

 

Table 24.3:     World Mine Production and Reserves of Antimony

 

Country  

Mine Production of Antimony

(tonnes)

    Antimony Reserves
(tonnes)
 
United States     -       -       -  
Bolivia     4,000       5,000       310,000  
China     145,000       130,000       950,000  
Russia (recoverable)     6,500       6,500       350,000  
South Africa     3,800       4,200       27,000  
Tajikistan     2,000       4,700       50,000  
Other countries     13,000       13,000       150,000  
World Totals (rounded)     174,000       163,000       1,800,000  

 

Source:  USGS, 2014a

 

24.1.10          US Perspective

 

Historically, the US used to meet a significant amount of its demand from domestic mine production, but imports began to climb rapidly in the early 1980s from ~12,000 tonnes in 1982 to ~24,000 tonnes five years later, and passing 35,000 tonnes 1995 before reaching a peak of 41,600 tonnes in 2000. Imports have fallen to ~22,000 tonnes in 2012 as the result of the effects of rising prices, the global financial crisis and substitution. According to the USGS (2014a), there was zero domestic mine production in 2013, and there is one processing facility in Montana producing minor amounts of antimony metal and oxide from imported feedstock; as a result, US dependence on imports is 100%. For 2013, the USGS estimates US consumption of 24,000 tonnes of contained antimony, and US imports were estimated at 25,000 tonnes. Sources of import were: China, 71%; Mexico, 9%; Belgium, 8%; Bolivia, 5%; and other, 7%. The Mexican imports are the source of the feedstock for the plant in Montana; Belgian imports come from a processing facility there that imports feedstock from elsewhere.

 

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Figure 24.2:     US Production, Imports & Consumption of Antimony

 

 

Source: USGS, 2014b

 

The estimated US domestic distribution of primary antimony consumption was as follows: metal products, including antimonial lead (for batteries) and ammunition, 35%; nonmetal products, including ceramics and glass and rubber products, 35%; and flame retardants, 30% (USGS, 2014b).

 

24.1.11          Outlook

 

According to Roskill (2012), growth in consumption has been led by high growth rates in Asia, particularly in China, over the past few years.

 

Overall, antimony demand remains highly dependent on the level of consumption of antimony trioxide in the flame-retardants sector and antimony metal in lead-acid batteries; Roskill (2012) estimates that these two sectors accounted for nearly 80% of antimony consumption worldwide in 2011.

 

Non-metallurgical markets for antimony are forecast by Roskill (2012) to increase by nearly 4% per year through to 2016 with higher growth for flame-retardants, plastic catalysts and heat stabilizers tempered by lower growth in ceramics and other uses. Other sources suggest a growth rate in the range of 1.5% per annum (Confidential Report, 2014).

 

According to Roskill (2012), metallurgical markets are forecast to increase by nearly 2% per year, as the antimony content of new lead-acid batteries continues to fall. Lead alloys will show higher rates of growth because of increasing usage in construction applications in emerging economies.

 

Continued growth in demand for antimony, especially trioxide, combined with the uncertainty over the ability of China to increase production because of resource and environmental limitations, means prices are likely to stay high and volatile (Roskill, 2012). Prices for antimony trioxide could rise to $15,000 per tonne by 2016 (in 2011 dollar terms), eclipsing the $13,000 per tonne peak witnessed in 2011 (Roskill, 2012). Subsequent to the Roskill report of 2012, which was essentially issued at the peak of the antimony prices, antimony substitutes may have drawn some demand away from antimony demand and this may explain some of the recent softening in the antimony prices. Others are more conservative on their outlook, given reduced demand resulting from slowing economies and the increase in antimony substitutes, with the recent high prices and production not falling as fast as expected in China (Confidential Report, 2014) and forecast that antimony prices will be range bound at $8,000-$11,000 per tonne until current surplus is consumed, likely through 2018, and do not see prices being sustained above $13,000 per tonne even during the forecast deficit period post-2020, depending on the rate of demand growth, how quickly Chinese production falls and the development of additional production. Minmetals (2013) forecast volatile prices as markets adjust to changing conditions, but commented that prices should go up.

 

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24.2            Secondary Antimony Processing

 

The process design and flowsheet developed for this PFS were establish based on producing a by-product antimony concentrate with sale of the concentrate to an antimony smelter (all suitable currently operating antimony smelters are located in Asia). This approach was considered appropriate given the estimated cost and perceived complexity of building and operating a secondary antimony processing plant; however, several compelling advantages were identified that support further study of secondary processing of the antimony concentrate including:

 

· the payability of the antimony concentrate is low at approximately 65%;

 

· the antimony mineral resource at the Project is one of the largest known in the western world with significant upside potential;

 

· potential strategic importance of antimony to US defense and energy sectors considering that there is no domestic production; only recycling and minor treatment of imported concentrates resulting in the US being overly dependent on China for imports;

 

· recent testwork (summarized in Section 13) has indicated that the potential exists to treat the antimony concentrate using the caustic sulfide leach process previously used at the Sunshine Mine near Kellogg, Idaho to recover ~95% of the antimony as electrowon metal, while returning all of the gold and ~50% of the silver back to the cyanide leach circuit in the process residue.

 

Given the preceding, Midas Gold commissioned a study by AGP Mining Consultants Inc. (AGP) to estimate the capital and operating costs for a secondary antimony process plant based on the testing presented in Section 13 and the following assumptions:

 

· 25 st/d nominal plant feed rate;

 

· concentrate delivered in bulk at 5-15% moisture;

 

· concentrate grading ~ 50% Sb, by weight;

 

· regrinding not required prior to concentrate leach;

 

· camp facilities not required;

 

· electricity used for steam generation;

 

· caustic sulfide leach leading to 98% Sb dissolution in less than 2 hours at approximately 90°C;

 

· electrowinning of antimony directly from the pregnant leach solution;

 

· recycling of solution back into the leach circuit, with a portion bled off to prevent contaminant buildup;

 

· leach residue returned to the Stibnite processing plant as bulk filter cake;

 

· bleed precipitate shipped in bulk bags for disposal;

 

· overall antimony recovery of 95%;

 

· the process flow summarized on Figure 24.3; and

 

· final product cathode shipped on pallets by truck.

 

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Figure 24.3:     Antimony Recovery Plant Process Flow Summary Diagram

 

 

 

The total direct CAPEX estimate for the processing plant, based on the preceding assumptions and including mechanical, civil, earthworks, structural, piping, electrical, instrumentation, buildings and mobile equipment costs were estimated at $24.3 million; indirect costs (EPCM, site establishment, first fill, etc.) and contingency (20%) were estimated at $3.7 million and $4.9 million, respectively, bringing the total capital cost estimate to $32.9 million.

 

The estimated process plant OPEX, which included labor, spares, electricity, reagents, piping, assay laboratory, fuel, consumables and waste disposal, were estimated at $527/st ($581 per tonne) of concentrate processed, or about $0.56 per pound of antimony metal produced.

 

For an assumed antimony mineral resource of, for example, 200 million lbs, the all-in unit costs, including capital and operating costs, based on the estimates presented in the AGP study yielded an estimated cost of $0.72/lb. For the payability and concentrate transportation costs detailed in Section 19, the deductions associated with antimony concentrate sales are approximately $1.73/lb. Consequently, secondary antimony processing appears to offer a financial advantage over the base case of approximately $1/lb from an undiscounted cash flow perspective based on the analysis and assumptions provided herein. Further, the attractiveness of this alternative would increase significantly if antimony prices were to increase, since the CAPEX and OPEX for the AGP study would remain constant at higher prices, whereas the value of the percentage withheld by the smelters would increase proportionally with the metal price. Therefore, additional metallurgical testing, engineering and cost estimating appear to be warranted, particularly if additional antimony mineral reserves are defined.

 

Were additional processing of antimony concentrates deemed warranted, this would most likely occur off site; as a result, the current Project design of trucking concentrates offsite would not change.

 

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24.3               Project Execution Plan

 

24.3.1            Description

 

The Project Execution Plan describes, at a high level, how the PFS design presented in this document would be carried out. This plan contains an overall description of what the main work focuses are, Project organization, the estimated schedule, and where important aspects of the design would be carried out.

 

The Project execution proposed incorporates an integrated strategy for engineering, procurement and construction management (EPCM). The primary objective of the execution methodology is to deliver the Project at the lowest capital cost, on schedule, and consistent with the Project standards for quality, safety, and environmental compliance.

 

24.3.2            Objectives

 

The Project execution plan has been established with the following objectives:

 

· to maintain the highest standard of safety and environmental performance so as to avoid and minimize incidents and accidents;

 

· to design and construct a process plant, together with the associated infrastructure, that is cost-effective, achieves performance specifications and is built to high quality standards;

 

· to design and operate the mine using proven methodologies and equipment;

 

· to optimize the Project schedule to achieve an operating plant in the most efficient and timely manner within the various constraints placed upon the Project; and

 

· to comply with the requirements of the conditions for the construction and operating license approvals.

 

24.3.3            Plan of Approach

 

24.3.3.1            Philosophy

 

This section describes the execution plan for advancing the Stibnite Gold Project from the current Prefeasibility Design stage to production. The Project execution plan formally identifies and documents the key Project processes and procedures that are required to support the successful execution of the Project including:

 

· completion of a Feasibility Study;

 

· develop a Project schedule that encompasses the Feasibility Study through procurement, construction and commissioning;

 

· consider significant Project logistics;

 

· develop and implement site communications, construction infrastructure, and water supply for an early and efficient startup;

 

· plan for early construction mobilization;

 

· develop practices and protocols that are protective of the environment and ensure compliance with permits and regulations;

 

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· develop an Environmental, Health and Safety Plan that is comprehensive yet concise so that contractors, construction managers, and members of Midas Gold’s development team are safe during the field construction phase of the Project;

 

· develop and execute Project control procedures and processes;

 

· perform constructability reviews;

 

· implement Project accounting and cost control best practices;

 

· issue a cost control plan and a control budget; and

 

· oversee Project accounting.

 

Midas Gold would utilize an Engineering, Procurement and Construction Management (EPCM) approach utilizing multiple hard money and low unit cost prime contracts for Construction Management (CM), as the recommended method for executing the Project. The capital cost estimate is based on this methodology. Mine development pre-production work activities as well as the water diversion tunnel, the site access road construction and power transmission line are envisioned to be performed by contractors selected through a pre-qualification and pre-tending process. Because the Project is located in an area with an abundance of qualified contractors, construction would be performed by companies from the Rocky Mountain region, wherever possible. Some items affecting the Project are:

 

· ability to start work that does not require engineering;

 

· availability of construction and engineering resources;

 

· experience of the qualified firms considered and their typical and proposed approach; and

 

· an approach that utilizes the best resources available (matching contractors to the size of each contract).

 

As previously mentioned, M3 utilized an EPCM approach as the basis for the capital cost estimate. This approach provides for contracts that would include civil, concrete, structural steel, mechanical, piping, electrical and instrumentation.

 

The majority of mechanical and electrical equipment required are designed to be procured within North America. Concrete and building construction materials are designed to be sourced locally, wherever possible. Structural and miscellaneous steel, piping, tanks, electrical and miscellaneous process equipment are designed to be sourced within the US, to the extent practical, within the region.

 

24.3.3.2            Engineering

 

Engineering is designed to match the plant protocol for drawing titles, equipment numbers and area numbers. Design will continue to produce drawings in the Imperial System of Units (English) format. Drawings and specifications for the PFS have been done in English and are anticipated to remain that way for each subsequent design step.

 

A site conditions specification would be needed to ensure that vendors are aware of the site conditions. Individual equipment specifications would also be needed.

 

Engineering control of the PFS design would be maintained through drawing lists, specification lists, equipment lists, pipeline lists, cable schedule, and instrument lists. Control of Engineering Requisitions for Quote (ERFQ) would be performed through an anticipated purchase orders list. Progress would be tracked through the use of the lists mentioned.

 

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As designed, concrete reinforcing steel drawings would be done using customary bar available in the US. Reinforcing bar would be fully detailed to allow either site or shop fabrication.

 

Structural steel would be detailed using a program such as TEKLA software. Mechanical steel would be dictated utilizing software such as Inventor, TEKLA, or something similar. This would allow fabrication of steel prior to the award of steel installation contracts.

 

Owner review of engineering progress and design philosophy would of course be an ongoing process.

 

24.3.3.3            Procurement

 

Procurement of long delivery equipment and materials is scheduled with their relevant engineering tasks. This would ensure that the applicable vendor information is incorporated into the design drawings and that the equipment would be delivered to site at the appropriate time and supports the overall Project schedule. Particular emphasis would be placed on procuring the material and contract services required to establish the temporary construction infrastructure required for the construction program.

 

Procurement of major process equipment would be by the EPCM contractor, acting as Agent for Midas Gold through the use of owner-approved purchase order forms. This will include all of the equipment in the equipment list as well as all of the instruments in the instrument list. Some instruments are designed to be part of vendor equipment packages. In addition, structural steel, electrical panels, electrical lighting, major cable quantities, specialty valves and special pipe would also be designed to be vendor packages. Contractors would be responsible for the purchase of common materials only.

 

Equipment and bulk material Suppliers would be selected via a competitive bidding process. Similarly, construction contractors would be selected through a pre-qualification process followed by a competitive bidding process. It is envisaged that as designed, the Project would employ a combination of lump sum and unit price contracts as appropriate for the level of engineering and scope definition available at the time contract(s) are awarded.

 

It is intended that equipment would be sourced on a world-wide basis, assessed on the best delivered price and delivery schedule, fit-for-purpose basis.

 

Equipment would be purchased Free on Board (FOB) at the point of manufacture or nearest shipping port for international shipments. A logistics contractor would be selected to coordinate all shipments of equipment and materials for the Project and arrange for ocean and overland freight to the job site.

 

The EPCM contractor would be responsible for the receipt of the major equipment and materials at site. The equipment and materials would be turned over to the installation contractor for storage and safe keeping until installed. Bulk piping and electrical materials and some minor equipment would be made part of the construction contracts, and as such would be supplied by the various construction contractors. It is expected that each construction contractor provide for the receipt, storage, and distribution of materials and minor equipment they purchased.

 

The EPCM contractor would establish a list of recommended pre-qualified vendors for each major item of equipment for approval by Midas Gold. The EPCM contractor will prepare the tender documents, issue the equipment packages for the bid, prepare a technical and commercial evaluation, and issue a letter of recommendation for purchase for approval by Midas Gold. Midas Gold, with the assistance of the EPCM contractor, would conduct the commercial negotiations with the recommended vendor and advise the EPCM contractor of the negotiated terms for preparation of the purchase documents. When approved, the EPCM contractor would issue the purchase order, track the order, and expedite the engineering information and delivery of the equipment to the site.

 

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24.3.3.4            Inspection

 

The EPCM contractor would be responsible to conduct QA/QC inspections for major equipment during the fabrication process to ensure the quality of manufacture and adherence to specifications. Levels of inspection for major equipment would be identified during the bidding stage, which may range from receipt and review of the manufacturer’s quality control procedures to visits to the vendor’s shops for inspection and witnessing of shop tests prior to shipment of the equipment. Where possible, inspectors close to the point of fabrication would be contracted to perform this service in order to minimize the travel cost for the Project. Some assistance may also be provided by the EPCM engineering design team.

 

24.3.3.5            Expediting

 

The EPCM contractor would also be responsible to expedite the receipt of vendor drawings to support the engineering effort as well as the fabrication and delivery of major equipment to the site. An expediting report would be issued at regular intervals outlining the status of each purchase order in order to alert the Project of any delays in the expected shipping date or issue of critical vendor drawings. Corrective action can then be taken to mitigate any delay.

 

The logistics contractor would be responsible to coordinate and expedite the equipment and material shipments from point of manufacture to site, including international shipments through customs.

 

24.3.3.6            Project Services

 

The EPCM contractor would be responsible for management and control of the various Project activities and ensure that the team has appropriate resources to accomplish Midas Gold’s objectives.

 

24.3.4            Construction

 

24.3.4.1            Construction Methodology

 

As currently designed for this prefeasibility report, the construction program is scheduled to start in Year -3. Initial construction work includes clearing and grubbing of the plant site, mass earthwork for site development, Project access road and in-plant roads. Concrete foundations for the process buildings and other support structures are designed to be constructed thereafter. The grinding-flotation building and autoclave buildings are planned to be bridge-frame metal, moment frame structures. The truck shop, the Historic Tailings reclaim building, maintenance shop, and warehouse buildings are currently planned as pre-engineered metal buildings or fabric covered structures. Most of the ancillary buildings on the Stibnite Gold Project site are planned to be modular buildings including the offices, camp, and the ancillary facilities.

 

As currently designed, construction work is scheduled for approximately 36 months from mobilization to the commencement of commissioning. Earthworks associated with the well field and related facilities would commence after Project permits have been released as soon as a contractor can be mobilized to the field. This work would include completion of the surface diversions, process building foundations and process ponds.

 

24.3.4.2            Construction Management

 

Construction Management would likely be done by the EPCM contractor as Agent for the Owner using prime contracts for civil/concrete and structural/mechanical/electrical/piping/instrumentation. The contracting plan is based on utilizing local contractors to execute the construction work packages to minimize mobilization and travel costs. The EPCM contractor would pre-qualify local contractors and prepare tender documents to bid and select the most qualified contractor for the various work packages. Some work packages would include the design, supply, and erection for specific facilities which are specialized in nature. The EPCM team would be comprised of individuals capable of coordinating the construction effort, supervising and inspecting the work, performing field engineering functions, administering contracts, supervising warehouse and material management functions, and performing cost control and schedule control functions. These activities would be under the direction of a resident construction manager and a team of engineers, and locally hired supervisors, and technicians. There would also be a commissioning team to do final checkout of the Project.

 

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Construction progress would be measured by using quantity ledgers for construction quantities to develop percent completion and earned hours by contractors. Quantity surveyors will measure the amount of civil quantities, yards of concrete placed, tons of steel erected, and similar measures for architectural, piping and electrical quantities. Mechanical installations would be measured based on the estimated installation hours from the control estimate developed during detailed engineering.

 

Some site services would be contracted to third party specialists, working under the direction of the resident construction manager. Construction service contracts identified at this time include field survey and QA/QC testing services.

 

24.3.5            Contracting Plan

 

Contracting is an integral function in the Project’s overall execution. Contracting for the Stibnite Gold Project per the current PFS design would be done in full accord with the provisions of the Midas Gold/EPCM contract.

 

A combination of vertical, horizontal, and design-construct contracts may be employed as best suits the work to be performed, degree of engineering and scope definition available at the time of award. The PFS design locates a concrete batch plant on site that is designed to use screened colluvial and alluvial materials native to Meadow Creek or spent ore in the SODA. The design includes a dedicated construction camp at the Stibnite Gold Project site that has been designed to be located approximately one mile from the plant along the upper EFSFSR intersection with the mine access road.

 

The civil contract would cover all clearing, grubbing, bulk excavation, engineered fill, grading, and possibly, geomembrane lining of the TSF, ponds and pipe trenches.

 

The concrete contract would include all concrete forming, rebar, placement and stripping. If possible, the batch plant would be tied to the concrete placement contract to leverage the economy of having one management for both functions.

 

As part of the contracting strategy, a list of proposed contract work packages has been developed to identify items of work anticipated to be assembled into a contract bid package. Depending upon how the Project is ultimately executed and the timing, several work packages may be combined to form one contract bid package. Table 24.4 represents the Proposed Contract Work Package list:

 

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Table 24.4:     Proposed Contract Work Package List

 

No. Bid Packages: Comments
1 Materials Testing Soils, Concrete & Structural Materials
2 Survey Confirm Existing Terrain. Create Topo of Roadway, Heap Leach & Plant Site Areas
3 Mine Access Road Includes Roadway Drainage Culverts & Trenching
4 Bridges and Stream Crossings Multi-plate tunnels
5 Water Diversion Tunnel Underground mine contractor
6 138 kV Power Transmission Line Idaho Power to Yellow Pine Substation; a second contractor to erect power transmission line from Yellow Pine Substation to site
7 Construction Camp Installation Possibly by provider of modular construction camp
8 Main Substation & Oxygen Plant Substation Includes Emergency Generator Installation & Testing
9 Mine Pre-Stripping Contract Includes Starter Dam construction
10 Field Electrical Distribution - Sub Station to Process Areas, Camp & Water Pumping Overhead lines and duct banks from switch gear
11 Water Supply System - Yard Water Piping Includes Fire Suppression
12 Septic System - Sewer Piping, Plant & Leach Field Two septic systems required: process plant area and camp area
13 Clearing, Grubbing, Site Excavation, Engineered Backfill, Grading, Trenching, - all Areas  
14 Concrete Work - All Areas  
15 Structural Steel Buildings & Platforms From foundation bolts. Includes roofing and siding installation.
16 Architectural Finishes In offices and larger frame structure buildings
17 Field Erected Tanks Typically part of design-supply-erect contract.
18 Mechanical Equipment Crusher, conveyors, reclaim feeders, grinding mills, flotation cells, thickeners, pumps, mechanical steel, etc.
19 Process Piping & Field Instrumentation  
20 Instrumentation & Controls Programming PLC programming, HMI screen development; I/O & communications.
21 Permanent Camp Installation By camp provider

 

24.3.6            Project Schedule

 

A PFS-level schedule has been developed based on the Project description, and objectives philosophy documented herein. The schedule includes Engineering, Contracts, Procurement, Construction, Remaining Site Work, Site Pre-Commissioning, and Site Commissioning activities and is presented on Figure 24.5.

 

The schedule assumes that pilot plant and feasibility study commence in Year -5 leading into basic and then detailed engineering so that procurement can begin in Q4 of Year -4. Construction would commence shortly thereafter in Q1 of year -3. It is important to note that mine equipment would need to be procured and assembled early starting in Q1 of Year -3 so that pre-stripping could commence in Q2 of Year -2.

 

The 138 kV power transmission line would also need to start early commencing in Q1 of Year -3 and finishing at the end of Q4 of Year -1.

 

The Oxygen Plant contract procurement is currently designed to begin in Q1 of Year -3. In order to be able to transport larger items to the project site, the Mine Access Road is schedule so that it would commence in Q1 of Year -3 and continue through Q4 of Year -2.

 

The autoclave procurement and fabrication commence in Q1 of Year -3 so that they could be delivered, welded into a single shell, stress relieved, pressure tested, and installed by the end of Q2 of Year -1. As currently designed site commissioning could begin shortly thereafter leading to project turnover and the commencement of processing by the end of Year -1.

 

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24.3.6.1            Construction Completion and Handover Procedure

 

The Construction Completion Procedure is part of the Construction Quality Plan as well as the Project specific Commissioning Plan. Contractors would enter into contractual agreements with Midas Gold to perform certain portions of the work, which includes quality control of their work.

 

The Commissioning Plan would be designed, developed, and implemented to insure a step-by-step, documented process and procedure for all mechanical, process, electrical/instrumentation completion, checkout and pre-operational testing. Pre-operational testing and commissioning would take place concurrent with mechanical completion. Pre-operational testing, per the current PFS design, is currently scheduled to commence in Q2 of Year -1 and wet commissioning and start-up is scheduled to commence in Q4 of Year -1.

 

24.3.7            Quality Plan

 

A Project specific, Quality Plan would be developed and implemented on the site. The Quality Plan would be designed to be a management tool for the EPCM contractor, through the construction contractors, to maintain the quality of construction and installation on every aspect of the Project. The plan, which consists of many different manuals and subcategories, would be developed during the engineering phase and available prior to the start of construction.

 

24.3.8            Commissioning Plan

 

The Commissioning Plan would also be designed to be Project specific and characterized as the transition of the constructed facilities from a status of “mechanically” or “substantially” complete to operational as defined by the subsystem list that would need to be developed for the Project. The commissioning group would systemically verify the functionality of plant equipment, piping, electrical power and controls. This test and check phase would be conducted by discrete facility subsystems. The tested subsystems would be combined until the plant is fully functional. Start-up, also a commissioning group responsibility, would progressively move the functional facilities to operational status and performance.

 

In addition to these activities, the commissioning portion of the work would also include coordination of facilities operations training, maintenance training and turnover of all compiled commissioning documentation in an agreed form.

 

24.3.9            Environmental, Health and Safety Plan

 

The Environmental Health and Safety Plan (EHSP) would need to be established for the construction of the Stibnite Gold Project and any other authorized work at the Project site. The EHSP would cover all contractor personnel working on the Project and any other authorized work for the Project.

 

The EHSP specifies regulatory compliance requirements, training, certifications and medical requirements necessary to complete the Project for all personnel and contractors involved in the Project. The EHSP would include a comprehensive program of sampling and analyses to monitor environmental conditions to insure no negative effects occur during construction. The plan would also include a site-wide Stormwater Management Pollution Prevention Plan (SWPPP) as a preventative measure and a Spill Control and Countermeasures Plan (SPCC). Along with the Operations Procedures, the EHSP would be required to be followed by all Contractor personnel working at the site.

 

24.3.10            Traffic Management Plan

 

In order to minimize the disruption along the mine access road and at the mine site, traffic to the site would need to be coordinated by a dispatcher located at the Cascade offsite facility. Midas Gold would adopt a Traffic Management Plan to guide those travelling between Cascade and the mine site. The plan would be developed in collaboration with the EPCM contractor, construction contractors, suppliers and transportation companies.

 

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24.3.11            Project Organization

 

Figure 24.4:    Project Organization Block Diagram

 

 

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Figure 24.5:    Stibnite Gold Project Summary Schedule

 

 

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SECTION 25 TABLE OF CONTENTS

 

SECTION     PAGE
       
25 Interpretation and Conclusions 25-1
         
  25.1 Introduction 25-1
         
  25.2 Interpretation 25-1
         
    25.2.1 Surface Rights, Royalties, and Mineral Tenure 25-1
    25.2.2 Geology and Mineralization 25-1
    25.2.3 Exploration 25-1
    25.2.4 Drilling and Sampling 25-1
    25.2.5 Data Verification 25-2
    25.2.6 Metallurgy 25-2
    25.2.7 Mineral Resources 25-2
    25.2.8 Mineral Reserves 25-2
    25.2.9 Mine Plan and Schedule 25-2
    25.2.10 Metallurgical Recovery 25-2
    25.2.11 Infrastructure 25-2
    25.2.12 Market Studies and Contracts 25-3
    25.2.13 Environment, Permits, and Social and Community Impacts 25-3
    25.2.14 Capital and Operating Costs 25-3
    25.2.15 Financial Analysis 25-3
         
  25.3 Conclusions 25-3
         
  25.4 Risks 25-3
         
  25.5 Opportunities 25-8

 

SECTION 25 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
     
Table 25.1 Project Risks Identified Following the PFS 25-5
     
Table 25.2 Project Opportunities Identified Following the PFS 25-9

 

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25 Interpretation and Conclusions

 

25.1 Introduction

 

According to CIM definition standards for Mineral Resources and Mineral Reserves prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014 (CIM Standards), a Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the “Modifying Factors” (as defined in the CIM Standards) and the evaluation of any other relevant factors that are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A Preliminary Feasibility Study is at a lower confidence level than a Feasibility Study. Modifying Factors are considerations used to convert Mineral Resources to Mineral Reserves; these include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

 

25.2 Interpretation

 

The QPs of this Report have reviewed the data for the Stibnite Gold Project and are of the opinion that the Project meets the requirements for a Preliminary Feasibility Study. Opinions from individual QPs on the sections of the PFS that they are responsible for (see Section 2 for responsibilities) are set out in the following subsections.

 

25.2.1 Surface Rights, Royalties, and Mineral Tenure

 

Midas Gold is vested with fee simple, mineral, or possessory record title to, or an option to purchase, the Stibnite Gold Project properties described in Section 4, subject to the royalties, agreements, limitations and encumbrances described in Section 4.

 

25.2.2 Geology and Mineralization

 

The understanding of the regional and local geology with regards to the lithology, structure, alteration and mineralization for each of the mineralized zones and deposit types discussed in Sections 7 and 8 is sufficient to estimate the Mineral Resources and Mineral Reserves contained herein.

 

25.2.3 Exploration

 

The previous drilling exploration programs, along with the geologic mapping, geochemical and geophysical studies, and petrology and mineralogy research carried out to date, reasonably supports the potential for expansion of defined deposits, potential for discovery of high-grade underground mineable prospects, and the potential for discovery of new bulk mineable prospects as discussed in Section 9.

 

25.2.4 Drilling and Sampling

 

The drilling methods, recovery, collar survey, downhole survey, and material handling for the samples used in the Mineral Resource and Mineral Reserve estimates for this Report are sufficient to support the Mineral Resource and Mineral Reserve estimates contained in this Report, subject to the assumptions and qualifications contained in Sections 10 and 11.

 

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25.2.5 Data Verification

 

The data used for estimating the Mineral Resources for the Hanger Flats, West End, Yellow Pine and Historic Tailings is adequate for the purposes of this Report and may be relied upon to report Mineral Resources and Mineral Reserves based on the conditions and limitations set out in Section 12.

 

25.2.6 Metallurgy

 

The metallurgical testing conducted on samples from West End, Hangar Flats, Yellow Pine, and the Historic Tailings included extensive mineralogical studies and developmental metallurgical testing on various ore types from each of the deposits. The developmental metallurgical testing and analysis detailed in Section 13 supports the selection of the process flow sheet that proved successful when applied to each of the deposits, making it possible to design a single plant that can process all ores from the Project as they are mined subject to the conditions and limitations set out in Section 13.

 

25.2.7 Mineral Resources

 

The Mineral Resource estimates in Section 14 are accurate to within the level of estimate required for categorization as Inferred and Indicated Mineral Resources with the latter suitable for use in a Preliminary Feasibility Study, subject to the conditions and limitations set out in Section 14, and these estimates were performed consistent with industry best practices and demonstrate reasonable prospects for economic extraction, as required by NI 43-101.

 

25.2.8 Mineral Reserves

 

A thorough review of the designs, schedules, risks, and constraints of the Project detailed within this Report and given that there is, in the opinion of the QP responsible for Section 15, a basis for an economically viable Project after taking into account mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, governmental factors and other such modifying factors, thereby supporting the declaration of Mineral Reserves. Subject to the conditions and limitations contained in this Report, this PFS demonstrates that, as of the date of this Report, extraction can reasonably be justified. The term ‘Mineral Reserve’ does not necessarily signify that all governmental approvals have been received; it does signify that there are reasonable expectations that such approvals will be granted.

 

25.2.9 Mine Plan and Schedule

 

The mine plan and schedule detailed in Section 16 have been developed to maximize mining efficiencies, while utilizing the current level of geotechnical, hydrological, mining and processing information available and are, subject to the conditions and limitations set out in Section 16, sufficient to support the declaration of Mineral Reserves.

 

25.2.10 Metallurgical Recovery

 

The recovery methods including the major unit operations detailed in Section 17 comprising, primary crushing, SAG and ball mill grinding, antimony flotation (when warranted), bulk auriferous sulfide flotation, auriferous sulfide concentrate pressure oxidation, cyanidation of the pressure oxidation residue, CIL processing of the flotation tailings, precious metal recovery to doré and tailings detoxification are sufficient to demonstrate recoveries to support the mine planning and economics detailed herein, and the declaration of Mineral Reserves.

 

25.2.11 Infrastructure

 

The on-site and off-site infrastructure detailed in Section 18 is designed and cost estimated to a level of detail that supports Project viability and the economics detailed herein.

 

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25.2.12 Market Studies and Contracts

 

The doré and antimony concentrate market studies detailed in Section 19 are consistent with industry standards and market patterns, and are similar to contracts found throughout the world. The metal prices selected for the four economic cases in this Report represent a probable range of scenarios that support a prefeasibility economic analysis.

 

25.2.13 Environment, Permits, and Social and Community Impacts

 

Section 20 summarizes the reasonable available information on: environmental studies conducted to date and the related known environmental issues associated with the Project, the Project related social and community impacts and benefits, the remediation of legacy impacts built into the design for and execution of the Project, the Project permitting requirements, and the requirements and plans for waste rock and tailings storage. Additionally, mine closure, reclamation and mitigation are discussed and cost estimated to a level of detail that supports Project economic and technical viability to the level of a Prefeasibility Study and the economics detailed herein.

 

25.2.14 Capital and Operating Costs

 

The capital and operating costs detailed in Section 21, which were derived from several previous sections of the Report are, subject to the conditions and limitations in this Report, designed and cost-estimated to a level of detail that supports Project economic and technical viability to the level of a Prefeasibility Study and the economics detailed herein.

 

25.2.15 Financial Analysis

 

The financial analysis presented in Section 22 illustrates that the Project economics, subject to the conditions and limitations in this Report, are positive and can support estimation of Mineral Reserves and the demonstration of technical and economic viability to the level of a Prefeasibility Study.

 

25.3 Conclusions

 

The financial analysis presented in Section 22 demonstrates that the Stibnite Gold Project is technically viable and has the potential to generate robust economic returns based on the assumptions and conditions set out in this Report and this conclusion warrants continued work to advance the Project to the next level of study, which is a Feasibility Study.

 

The QPs of this Report are not aware of any unusual, significant risks or uncertainties that could be expected to affect the reliability or confidence in the Project based on the data and information available to date.

 

25.4 Risks

 

As with most projects at the preliminary feasibility level, there continues to be risks that could affect the economic potential of the Project. Many of the risks relate to the need for additional field information, laboratory testing, or engineering to confirm the assumptions and parameters used in this Report. External risks are, to a certain extent, beyond the control of Midas Gold and are much more difficult to anticipate and mitigate, although, in many instances, some risk reduction can be achieved. Table 25.1 identifies what are currently deemed to be the most significant internal Project risks, potential impacts, and possible mitigation approaches. In summary, the Project-specific risks identified following the PFS include:

 

· Mineral Resource modelling;

 

· geotechnical engineering;

 

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· loss of gold into Sb concentrate;

 

· metallurgical recoveries;

 

· water management;

 

· water geochemistry; and

 

· development or construction schedule.

 

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Table 25.1      Project Risks Identified Following the PFS

 

Risk Explanation / Potential Impact Possible Risk Mitigation
General Risks Common to the Mining Industry
GR1 CAPEX and OPEX

The ability to achieve the estimated CAPEX and OPEX costs are important elements of Project success.

An increase in OPEX of 20% would reduce the after tax NPV5% by approximately $20 M using current open pit designs. If OPEX increases, then the mining cut-off grade would increase and, all else being equal, the size of the optimized pit would reduce, yielding fewer mineable tons and less recoverable gold.

Further cost estimation accuracy with the next level of study, as well as the active investigation of potential cost-reduction measures would assist in the accuracy of cost estimates.
GR2 Permit Acquisition or Delay The ability to secure all of the permits to build and operate the Project is of paramount importance.  Failure to secure the necessary permits could stop or delay the Project. A thorough Environmental and Social Impact Assessment of a Project design that gives appropriate consideration to the environment and local community expectations and input is required.
GR3 Ability to Attract Experienced Professionals

The ability of Midas Gold to attract and retain competent, experienced professionals is a key success factor for the Project.

High turnover or the lack of appropriate technical and management staff at the Project could result in difficulties meeting Project goals.

The early search for, and retention of, professionals may help identify and attract critical people.
GR4 Falling Metal Prices A drop in metal prices during the mine development process could have a negative impact on the profitability of the operation, especially in the critical first years. Begin construction when the outlook is good for price improvement and have mitigating strategies, such as hedging or purchase of puts, and supporting analyses to address the risk of a downturn.
GR5 Change in Permit Standards, Processes, or Regulations A change in standards, processes, or regulations could have a significant impact on project schedules, operating cost and capital cost. Participate in legislative and regulatory processes to ensure standards remain protective, fair and achievable.
Stibnite Gold Project Specific Risks
PR1 Mineral Resource Modelling

Certain Mineral Resources were estimated with data that included historic samples and these may have not had sufficient confirmation from modern drilling and sampling to support a production decision, which introduces some level of risk and uncertainty.

The risk is the level of certainty in the Mineral Resource estimates and whether they can be confirmed with additional drilling.

Further confirmation drilling and verification are needed to remove, replace or supplement historic sample-based data from Mineral Resource estimates, especially in the Yellow Pine deposit.

 

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Risk Explanation / Potential Impact Possible Risk Mitigation
PR2 Geotechnical Engineering The geotechnical condition of the soils under the WRSF, plant, and infrastructure facilities may be different than assumed and could have financial implications on the Project CAPEX and/or OPEX. Further field investigations are required to support the Feasibility Study.
PR3 The geotechnical nature of the open pit wall rock, including the nature of faults and secondary geological structures, could impact the allowable pit slopes, which could impact mineable tons, strip ratio and overall Project economics negatively or positively.
PR4 Loss of Gold into Sb Concentrate The flotation circuit design is based on sequential flotation (the flotation and removal of antimony sulfides followed by the flotation of gold sulfides from the antimony flotation tailings) for a portion of the mill feed.  Higher than expected gold losses in the antimony flotation circuit would negatively impact the viability of the antimony circuit. Additional metallurgical work (i.e. pilot plant testing) should be completed as part of the Feasibility Study, which should increase confidence in the projected metallurgical recoveries.
PR5 Metallurgical Recoveries Changes to metallurgical assumptions could lead to reduced metal recovery and revenue, increased processing costs, and/or changes to the processing circuit design, which would all negatively impact the Project economics.  A 1% reduction in total gold recovery would reduce the Case B NPV5% by about $29M. Pilot plant runs with appreciable larger samples should be completed to support the Feasibility Study, to increase the confidence of the recovery assumptions and overall process design.
PR6 Water Management Water management is a critical component of the Project.  While a comprehensive site-wide water balance model and 3D groundwater model was used to design the ground and surface water diversion and interception systems, more field information is required to improve the accuracy of the water balance, size diversion channels and settling ponds, design treatment facilities, and develop comprehensive long-term closure designs.

Complete additional hydrogeological fieldwork in the Meadow Creek Valley to improve the understanding of the groundwater regime around the Hangar Flats open pit.

Continue to collect and analyze on-site groundwater, surface water, and meteorological data to enhance hydrological knowledge of the site.

PR7 Water Geochemistry Based on test work completed, it was assumed that waste rock storage facilities (WRSFs) do not need to be lined and that metal leaching (ML) and acid rock drainage (ARD) would be manageable and achieve regulatory water discharge limits without treatment.  If future ML/ARD testing indicates that the WRSFs require lining or special treatment, then CAPEX and/or OPEX would increase. Additional geochemical testing and modeling should be completed to further refine the appropriate water management strategies for the Project.

 

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Risk Explanation / Potential Impact Possible Risk Mitigation
PR8   While current test work indicates otherwise, comingling of tailings streams may lead to water chemistries of reclaimed waters that adversely affect flotation metallurgy. More refined geochemical testing of the tailings supernatant should be completed in the next level of study.  More makeup water or alternative water management plans may need to be investigated, depending on the outcome.
PR9   Long-term, post-closure, pit lakes in the Hangar Flats and West End open pits were assumed to be of acceptable discharge quality after a period; were this not the case, additional treatment costs may be incurred. Additional testing and pit lake modeling will be required in the next phase of study to verify this assumption.
PR10 Development or Construction Schedule The Project development could be delayed or extended for a number of reasons, which would impact Project economics. If an aggressive schedule is to be followed, FS field work and critical path laboratory testing should begin as soon as possible.

 

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25.5 Opportunities

 

There are many significant opportunities that could improve the economics, and/or permitting schedule of the Project beyond those common to the sector (such as increasing metal prices, falling input costs, etc.). The major opportunities that have been identified at this time are summarized in Table 25.2. Further information and assessments are needed before these opportunities could be included in the Project economics.

 

The opportunities are separated into general opportunities common to the mining industry, and Project-specific opportunities unique to the Stibnite Gold Project. The Project-specific opportunities are further categorized into three broad categories of potential to improve the Project Net Present Value (NPV5%); the categories, and a brief listing the opportunities, are provided below:

 

· High potential benefit opportunities (potential to increase NPV5% by more than $100 million) include:

 

o in pit conversion of Inferred Mineral Resources to Mineral Reserves;

 

o out of pit conversion of Inferred Mineral Resources to Mineral Reserves adjacent to the current Mineral Reserves;

 

o in pit conversion of unclassified material currently treated as waste rock to Mineral Reserves;

 

o improved continuity of higher grade gold mineralization in the Yellow Pine Pit, particularly around the area influenced by excluded or limited Bradley drilling could enhance gold grades in these areas, which are scheduled early in the Project life;

 

o increased Mineral Resources and Mineral Reserves in West End by adding fire assay information in areas where only cyanide assays were available. Could also potentially increase grade.

 

o potential additional antimony mineralization in areas where Bradley data was eliminated (which are scheduled early in the Project life) and/or areas where antimony was not assayed;

 

o potential for an underground Mineral Reserve at Scout that would likely be antimony rich;

 

o potential for an underground Mineral Reserve at Garnet that has the potential to be relatively high grade; and

 

o exploration potential for new deposits.

 

· Medium potential benefit opportunity (potential to increase NPV5% by $10 to $100 million) include:

 

o Metallurgical improvements that improve the Project economics;

 

o Secondary antimony processing to enhance payability;

 

o Potential definition of antimony as a critical mineral in US legislation;

 

o Open pit slope steepening through collection of additional geotechnical information and analysis;

 

o Onsite quicklime generation; and

 

o Alternative funding sources for off-site infrastructure; and

 

o Utilizing preowned equipment to reduce CAPEX and development timelines.

 

· Low Potential Benefit Opportunity (potential to increase NPV5% by less than $10 million include:

 

o Tungsten recovery as a by-product;

 

Using the antimony credit in open pit optimization, increasing Mineral Reserves.

 

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Table 25.2     Project Opportunities Identified Following the PFS

 

Opportunity Explanation Potential Benefit
General Opportunities Common to the Mining Industry
GO1 Permit Acquisition In the same way that permit acquisition is a potential risk to the Project schedule, it may also be an opportunity.  Idaho is characterized as having a low jurisdictional risk, and as a mining friendly state.  In addition, the brownfields nature of the Project site may provide a significant impetus to see the Project, with the extensive remediation of legacy impacts built into the design, accelerated. The opportunity to shorten the permitting schedule exists, bringing value forward.
GO2 Rising Metal Prices Increases in metal prices, especially gold, would increase revenue and Project economics. Increased revenue enhances financial factors.
GO3 Reagent/Fuel Price Decreases Reduction in reagent and consumable prices, especially lime, fuel, and oxygen, has the potential to decrease operating costs and enhance the Project economics. Lower OPEX may lead to higher net revenue and enhanced Project economics.
Project Specific Opportunities with High Potential Benefit
PO1 In-pit conversion of Inferred Mineral Resources to the Indicated category Significant Inferred Mineral Resources exist in each of the Project deposits, including material within the Mineral Reserve pits; these Mineral Resources are currently treated as waste rock and therefore a cost.  Conversion of Inferred Mineral Resources within the Mineral Reserve pits to the Measured and Indicated Mineral Resources categories would increase Mineral Reserves, reduce strip ratios and improve overall Project economics. A tabulation of the Inferred Mineral Resources within the PFS pits, using a Net of Process cutoff of $0.001/ton, results in contained mineralization above cutoff of 10.8 million tons containing approximately 347 koz Au, 524 koz Ag, and 9,544 klbs Sb at average grades of 0.032 oz/st Au (1.1 g/t), 0.049 oz/st Ag (1.7 g/t), including 878 thousand tons containing 0.5% Sb.  100% conversion of this mineralization to Mineral Reserves would reduce the Project strip ratio from 3.5:1 to 3.1:1.
PO2 Out of pit conversion of Inferred Mineral Resources to the Indicated category Additional drilling in the vicinity of the three Project pits has the potential of increasing the grade and tonnage of the Mineral Reserves by (a) converting above cutoff Inferred Mineral Resources to Indicated, (b) supporting expanded pits that bring current above cutoff Indicated Mineral Resources outside the pits into Mineral Reserves and (c) adding new above cutoff mineralization in currently poorly drilled areas. Increases in Mineral Reserve tonnages, especially at higher grades, could improve the Project economics, especially if those improvements could be realized in the early stages of development.

 

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Opportunity Explanation Potential Benefit
PO3 In Pit Waste Rock conversion to Mineral Resource Significant volumes within each of the Mineral Reserve pits are comprised of unclassified material based on a lack of drilling.  As drilling continues within the pit limits, some portion of this material could be converted to Mineral Resources above cut-off, increasing Mineral Reserves and reducing the strip ratios. Increases in Mineral Reserves and reductions in strip ratio would lead to a longer Project life and potentially reduced CAPEX and OPEX.  This opportunity is particularly evident at Hangar Flats, where a significant proportion of the in pit material classified as waste rock comprises unclassified blocks due to a lack of drill data west of the MCFZ.
PO4 Improve the continuity of mineralization in the Yellow Pine Pit As discussed in Section 12, a significant amount of historic information was excluded from Mineral Resource estimation, including holes missing critical supporting information in the core of the Yellow Pine Mineral Resource.  Specifically, in the case of the antimony Mineral Resource in Yellow Pine, Bradley Mining Company samples were excluded due to apparent high bias with respect to antimony grade, even though some of these holes were focused within the highest grades portions of the antimony mineralization.  As a result, the antimony Mineral Resource may be understated in both tons and grade. Further drilling in the core of the Yellow Pine Mineral Resource, where known mineralization occurs but data was not used in the current Mineral Resource estimates, could demonstrate continuity helping to increase grade in areas or convert material from waste rock to Mineral Reserves.  Inclusion of the historic data would have increased estimated contained gold in Yellow Pine by approximately 4% (approximately 180k oz) and contained antimony by up to 20% (approximately 18 million lbs) as compared to the Mineral Resource estimates stated herein.
PO5 Increase in Mineral Resources and Reserves in West End from CN Assay Partial or spot Au FA is prevalent throughout the West End deposit, where available AuCN assays do not adequately define the transition from oxide to sulfide gold and likely significantly underestimate the contained gold in the transition and sulfide portions of the deposit.  As discussed in Section 14, this issue was addressed by removing 70 drill holes with incomplete AuFA assays from the current Mineral Resource estimate, likely resulting in an underestimation of the total gold grade and quantum of the Mineral Resources. Additional drilling in the areas where AuCN assays have confirmed and potentially under-predicted the existence of gold mineralization could increase the quantity and grade of the Mineral Resources and increase the Mineral Reserves and reduce the strip ratio in the West End open pit. Compared to the PEA Mineral Resource estimate, approximately 300 koz of gold were eliminated through the removal of this data and other contributing factors.
PO6 Potential Additional Antimony In the Mineral Resource estimates used in this Report (see Section 14), some of the pre-Midas Gold data used did not include assays for antimony and thus was not available for inclusion in the Mineral Resource estimates, potentially resulting in an underestimation of the actual antimony grades. Additional drilling in the areas that lack antimony assays could increase the grade and quantity of the antimony Mineral Resources in the Yellow Pine and Hangar Flats deposits.

 

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Opportunity Explanation Potential Benefit
PO7 Potential for Scout Underground Mineral Reserve Scout is a potentially underground mineable Au-Ag-Sb exploration prospect (see Section 9).  It has been identified as a conceptual potential underground geologic potential in the range of 2-5 million tons containing between 50 - 300 koz Au; 40 -150 Mlbs Sb; and 300 - 1,500 koz Ag with target dimensions of approximately 25 - 75 ft thick (true), 2,000 - 3,000 ft along strike and extending 250 - 300 ft down dip at grades ranging from 0.03 - 0.06 oz/st Au (1 - 2 g/t), 1 - 4% Sb, and 0.15 – 0.30 oz/st Ag (5 - 25 g/t). Addition of a high-grade underground Mineral Reserve at Scout could potentially enhance Project economics by blending in a percentage of high grade feed early in the Project life and would help to smooth and extend the antimony concentrate production profile.
PO8 Potential for Garnet Underground Mineral Reserve The dimensions of mineralized material located beneath and beyond the boundaries of the former Garnet open pit, as determined by simple polygonal estimation methods from historic drilling and geophysical data, outlines a conceptual underground geologic potential in the 1 - 2 million ton range containing 250 – 500 koz Au approximately 30 - 60 ft thick (true) by 160 – 250 ft wide by 1,300 - 1,800 ft long down plunge at grades ranging from 0.15 – 0.23 oz/st Au (5 - 8 g/t). Addition of a high-grade underground Mineral Reserve at Garnet could potentially enhance Project economics by blending in a percentage of high grade feed early in the Project life, increasing annual gold production.
PO9 Exploration Potential for Additional Deposits As discussed in Section 9, the expansion of known Mineral Resources and the addition of new deposits may be possible with further drilling.  Based on preliminary geophysical results, the Project area has several exploration targets that justify drilling and may or may not lead to the discovery of additional underground and/or open pit deposits. The expansion of the Project’s Mineral Resources could potentially lead to a longer Project life and/or greater operating flexibility and potentially the justification for a higher throughput.  This becomes particularly important, as demonstrated by the economic margin from Yellow Pine vs. Hangar Flats or West End, if higher-grade Mineral Resources are defined that defer lower-grade Mineral Resources currently utilized in the economic analysis.
Project Specific Opportunities with Medium Potential Benefit
PO10 Metallurgical improvements that improve the Project economics Several metallurgical opportunities exist, but require confirmation testing.  The principal testing required to potentially improve Project metallurgy include:  grindability studies, mineralogical profiling, flow sheet upside investigations, follow-up bench scale flotation and tailings leach studies, further development of antimony concentrate processing, a gold pilot plant, an antimony pilot plant, further whole ore and POX residue leach development testing to include carbon adsorption isotherm testing, and inclusion of silver data in all testing to further define recoveries. Further metallurgical testing is needed better define these opportunities and their impacts.

 

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Opportunity Explanation Potential Benefit
PO11 Secondary antimony processing

Secondary antimony processing of the antimony concentrates to produce a marketable antimony product such as: antimony trioxide, antimony metal, sodium antimonite, or other, has been tested on a preliminary basis with positive results (See Section 13) and could result in enhanced Project economics. These benefits increase as antimony prices increase due to the percentage payability for antimony concentrates vs, stable costs for secondary processing.

In addition, secondary antimony processing would largely eliminate any risk related to gold lost to antimony concentrates during flotation, since most of such gold could be recovered from leach residues after secondary antimony processing.

Secondary antimony processing would allow a significant portion of antimony products to be produced in the USA, reduce US reliance on offshore suppliers, as well as improve terms for payable metal.  Additionally, in the current flow sheet, antimony flotation is performed prior to gold flotation and the antimony concentrate is shipped offsite for further processing.  As a result, any gold lost to the antimony flotation circuit is also shipped offsite, resulting in the loss of gold or reduced payability.  Secondary antimony processing at a nearby plant could allow the gold lost in the concentrate to be fed back into the POX Circuit, post-antimony processing, to recover some of the gold lost to the antimony concentrate.
PO12 Potential definition of antimony as a critical mineral S.1113 Critical Minerals Policy Act and HR 4402 Critical Minerals Bill are not expected to become law during the current Administration.  However, similar legislation is expected to be reintroduced in 2015.  Such bills are intended to improve permitting predictability and timelines. Passage of such legislation could reduce the timeline for environmental assessment and permit acquisition for eventual development
PO13 Open pit slope steepening The open pit slope designs for the PFS were based off of a PFS-level field and laboratory test program; however, based on existing pit slopes at the site, there is some indication that slopes could be steepened, subject to the results of additional geotechnical drilling and analyses. An increase in overall pit slopes has the potential to add gold to the in-pit tonnage as Mineral Resources below the current Mineral Reserve pits could come in to the Mineral Reserve pit and/or reduce the overall strip ratio and waste tonnage mined.
PO14 Onsite quicklime generation The Project area has known limestone occurrences that may be suitable for developing quicklime that could be used in mineral processing. Quicklime is the highest Project reagent cost at over $16M annual average OPEX LOM; the PFS was developed assuming that quicklime would be purchased and trucked into the site.  The ability to make the quicklime on site could significantly reduce quicklime costs and significantly reduce the Project OPEX.
PO15 Preowned Equipment If available at the time of construction decision, some major capital equipment components may be available as pre-owned items suitable for the Project, with some modifications to the equipment and/or Project. If acquired on favorable terms, could reduce capital costs and lead times.

 

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Opportunity Explanation Potential Benefit
PO16 Alternative funding for off-site infrastructure Government funding programs such as the Transportation Investment Generating Economic Recovery, or TIGER Discretionary Grant program, provides a unique opportunity for the DOT to invest in road, rail, transit and port projects that promise to achieve critical national objectives.  Since 2009, Congress has dedicated more than $4.1 billion to fund projects that have a significant impact on the Nation, a region or a metropolitan area.  Similarly, P3 (public-private partnerships) have been used for infrastructure development when the benefits extend to the broader community. Alternative funding could move costs out of CAPEX and/or OPEX.
Project Specific Opportunities with Low Potential Benefit
PO17 Tungsten contribution The YP open pit was mined in the early 1940s for its tungsten; the pit was the largest single source of tungsten for the WWII Allied war effort.  Tungsten content remaining in the YP and HF deposits is unknown due to limited assay data and highly variable distribution. The addition of a tungsten component to the overall value of the Project cannot be quantified until Mineral Resources are defined or production commences and sufficient tungsten is identified in the production stream, but there remains a possibility that tungsten could contribute to the Project economics on an incremental basis.
PO18 Conversion of additional legacy waste materials to ore There are several million tons of historical waste stored at Yellow Pine and West End and on the Hecla heap that limited data suggests some may be above cut-off grade, which can only be determined through additional drilling.  This material is currently treated as waste and therefore a cost center in the PFS. If sufficient tonnage and grade is defined, this material could be reprocessed, generating additional revenues and reducing strip ratios.
PO19 Antimony credit in open pit optimization The contribution of antimony sales was not taken into account for the open pit optimization work; only gold values were used.  The inclusion of antimony revenue would lower the gold equivalent cut-off grade and likely increase the mineable portion of the Mineral Resource. The Project economics and life may be enhanced with the inclusion of antimony revenue in the open pit optimization.

 

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SECTION 26 TABLE OF CONTENTS

 

SECTION   PAGE
26 Recommendations 26-1

 

SECTION 26 LIST OF TABLES

 

TABLE DESCRIPTION PAGE
Table 26.1: Project Recommendations, Work Program and Budget 26-1

 

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26 Recommendations

 

Based on the results of this Preliminary Feasibility Study, it is recommended that the Project move forward to the next phase. A detailed list of recommendations and work programs has been developed, including estimated costs, that would move the Project through to completion of a Feasibility Study (FS) and, if warranted, through the regulatory process for mine development. Total estimated cost for completion of this phase is $22.3 million. An additional $22.5 million is identified as discretionary expenditures that would target certain opportunities identified in Section 25 that could enhance the PFS case but that are not required to complete a FS or for permitting. The estimates have been factored on the basis of some success in each of these areas; were poor results to be received early in the evaluation of the opportunity, discretionary expenditures for this activity would be significantly less than indicated, while exceptional success or exceptional results in a particular area of activity could require higher expenditures than indicated. In addition, it is not likely that all discretionary activities would be undertaken in the timeframe leading up to the completion of the FS; some, such as drilling the CN assay areas at West End, may wait for some time post-production due to the current schedule for their extraction in the LOM plan unless gold prices warrant an expedited approach.

 

The detailed recommendations have been grouped into logical discipline categories including:

 

· Mineral Resource evaluation and exploration;

 

· Field programs required for FS;

 

· Metallurgical testing required for FS;

 

· Project optimization and FS engineering; and

 

· Environmental, regulatory affairs and compliance.

 

Some recommendations are fundamental to moving the Project forward, whereas other items are discretionary. Table 26.1 summarizes the recommendations and work programs, and separates the costs associated with the work program into core and discretionary categories.

 

Table 26.1:     Project Recommendations, Work Program and Budget

 

                      Estimated Costs ($000s)  
Recommendations and Work Program   Unit     Quantity       Core       Discretionary  
Mineral Resource Evaluation and Exploration
R1   Further replacement and/or confirmation of pre-Midas Gold drilling, especially at Yellow Pine, to improve confidence, continuity, and potentially grade/contained metal, especially for Sb.   feet of drilling     16,400       3,600       -  
R2   Selective, high-value drilling that targets converting in-pit Inferred Mineral Resource to Mineral Reserves, increasing grade and/or reducing strip ratio in all pits.   feet of drilling     18,000       -       3,600  
R3   Selective, high value drilling targeting near-pit opportunities for additional Mineral Reserves, especially at Yellow Pine.   feet of drilling     10,000       -       2,000  
R4   Selective testing of in-pit unclassified material for potential additional Mineral Reserves and lower strip ratio for all pits, but especially at Hangar Flats west of the MCFZ.   feet of drilling     10,000       -       2,000  
R5   Additional drilling at West End to determine total gold, in areas where only AuCN assay data is available, for potential higher grades, additional Mineral Reserves and/or lower strip ratio.   feet of drilling     13,800       -       3,000  
R6   Definition of small tonnage, high grade Mineral Resources at Garnet, Upper Midnight, and Scout for potential high margin mill feed that could supplement early production.   feet of drilling     30,000       -       6,600  

 

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                    Estimated Costs ($000s)  
Recommendations and Work Program   Unit     Quantity       Core       Discretionary  
R7   Continued exploration including mapping, geochemical sampling, and potentially drilling geared toward defining additional Mineral Resources.   feet of drilling     16,400       -       4,000  
R8   Increase geologic understanding and control at known deposits to improve Mineral Resource interpretation and geo-metallurgy.   each     1       100       -  
Field Programs Required for FS
R9   Geotechnical drilling and testing at HF and WE to support the FS open pit designs (some overlap with Mineral Resource expansion drilling), potentially increasing pit slopes, increasing Mineral Reserves as pits deepen into below pit Mineral Reserves and reducing strip ratios.   feet of drilling     6,000       1,000       -  
R10   Penetration testing within TSF dam footprint to support the FS engineering design.   each     1       100       -  
R11   Shallow sampling of alluvium via test pits or hand-held augur drilling in TSF footprint to characterize liner bedding and borrow materials.   each     1       100       -  
R12   Shallow sampling of alluvium via test pits or hand-held augur drilling and bedrock to define concrete aggregate borrow sources.   each     1       100       -  
R13   Geotechnical drilling at process plant and truck shop areas for FS foundation designs.   feet of drilling     3,000       500       -  
R14   Installation of large-diameter well and pumping test near HF open pit to support FS water supply and HF open pit dewatering system designs, and for closure-related pit lake modeling.   each     1       100       -  
Metallurgical Testing Required for FS
R15   Additional metallurgical testing to optimize grinding, recoveries, reagent consumption and other operating parameters.   each     1       800       300  
R16   Complete additional testing of secondary antimony processing to determine if circuit should be included in FS.   each     1       200       500  
R17   Complete gold flotation and pressure oxidation pilot plant to better define operating parameters, reagent consumptions, metallurgical recoveries and environmental performance parameters.   each     1       1,300       500  
R18   Complete additional metallurgical testing to improve understanding of, and potentially optimize, silver recoveries.   each     1       100       -  
Feasibility-Level Engineering
R19   Complete a multi-discipline, Project-wide enterprise optimization study using cost and technical information developed for the PFS to develop a roadmap for the FS.   each     1       500       -  
R20   Concurrent to permitting, complete feasibility-level engineering and design based on additional information gathered post-PFS.   each     1       3,000       -  
Environmental, Regulatory Affairs and Compliance
R21   Advance environmental and closure-related technical studies based on additional field and laboratory information generated.   each     1       700       -  
R22   Continue baseline data collection, environmental compliance and reclamation.   each     1       3,900       -  
R23   Continue to advance regulatory process including Plan of Operations, Federal EIS under NEPA, and Federal and State permits.   each     1       6,200       -  
Totals                     22,300       22,500  

 

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27 References

 

Albert, T. E. (1997). Stibnite Project Report of Bottle Leach Tests. Reno, NV: Kappes, Cassiday & Associates.

 

Bennett, E. H., and Knowles, C. R. (1985). Tertiary plutons and related rocks in central Idaho, in McIntyre, D. H., editor, Symposium on the geology and mineral deposits of the Challis 1 x 2 degree quadrangle, Idaho: U. S. Geological Survey Bulletin 1658, p. 81-95.

 

Blake, C. (2012). A Mineralogical Description of Four Composite Samples from the Golden Meadows Project, Idaho. Kenn, UK: Process Mineralogical Consulting.

 

Brackebusch, F. W. (1987). Hecla Mining Company Yellow Pine Sulfide Project Pre-Feasibility Study. Kellogg, ID: Mine Systems Design.

 

British Geological Survey. (2012). Risk List 2012. September 2012.

 

Britton, J. W. (1978). Stibnite Project - Roasting Tests on Arsenical Gold Concentrate. White Rock, BC: Britton Research Ltd.

 

Broughton, L. M. (1987). West End Sulphide Ore Exploratory Metallurgical Testwork. North Vancouver, BC: Coastech Research, Inc.

 

Canadian Institute of Mining, Metallurgy, and Petroleum (CIM). CIM Definition Standards for Mineral Resources and Mineral Reserves. May 10, 2014.

 

Canadian Securities Administrators’ National Instrument 43-101, Standards of Disclosure for Mineral Projects, and its related Companion Policy 43-101CP and Form 43-101F1 for Technical Reports, effective June 30, 2011.

 

China Minmetals Corporation (2013). Review and Preview of Global Antimony Market. Presentation, April 2013.

 

CIM Council. (2014). CIM Definition Standards for Mineral Resources and Mineral Reserves, Retrieved from http://web.cim.org

 

Confidential Report. (2014). Marketing report prepared for Midas Gold. August 2014.

 

Cookro, T. M., Silberman, M.L. and Berger, B.R. (1987). Gold-Tungsten-Bearing Hydrothermal Deposits in the Yellow Pine Mining District, Idaho; in Bulk Mineable Precious Metal Deposits of the Western United States; Geological Society of Nevada Symposium Proceedings, p. 577-624.

 

Cookro, T.M. (1989). A model for the development of the hydrothermal mineralization at the Yellow Pine Mine in central Idaho. Geological Society of America Abstracts With Programs, v. 21, no. 5, p. 69.

 

Cooper, J. R. (1944). Tungsten, antimony, and gold deposits near Stibnite, Yellow Pine Mining District, Valley County, Idaho. U.S. Geological Survey Open File report no. 43-9.

 

Cooper, J.R. (1951), Geology of the tungsten, antimony and gold deposits near Stibnite, Idaho. U.S. Geological Survey Bulletin 969-F, pp. 151-197.

 

Currier, L.W. (1935). A preliminary report on the geology and ore deposits of the eastern part of the Yellow Pine district, Idaho. Idaho Bureau of Mines and Geology Pamphlet No. 43, 27p.

 

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Ekren, E. B. (1985) Eocene cauldron-related volcanic events in the Challis quadrangle, in McIntyre, D. H., editor, Symposium on the geology and mineral deposits of the Challis 1 x 2 degree quadrangle, Idaho. U.S. Geological Survey Bulletin 1658, p. 43-58.

 

European Commission. (2014). Critical raw materials for the EU, Report of the Ad hoc Working Group on defining critical raw materials. European Commission Enterprise and Industry. May 2014.

 

Fisher, F.S., McIntyre, D.H., and Johnson, K.M. (1992). Geologic Map of the Challis 1°x2° Quadrangle, Idaho. U.S. Geological Survey Miscellaneous Investigations Series Map I-1819, Denver, CO: U.S. Geological Survey,.

 

Gajo, M. (2014a). CAVM 50146-002 Final Report - Part 1 - Master Composites (Draft). Burnaby, BC: SGS Minerals Services.

 

Gajo, M. (2014b). CAVM 50146-002 Final Report - Part 2 - Variability Composites (Draft). Burnaby, BC: SGS Minerals Services.

 

Gajo, M. (2014c). CAVM 50146-002 Final Report - Part 3 - Auxiliary Studies (Draft). Burnaby, BC: SGS Minerals Services.

 

Gillerman, V.S., Isakson, V.H., Schmitz, M.D., Benowitz, J., Layer, P.W. (2014). Geochronology of Intrusive Rocks and Hydrothermal Alteration at the Structurally Controlled Stibnite Au-Sb-W Deposit, Idaho. Geological Society of America, Abstracts with Programs. Vol. 46, No. 6, p. 165.

 

Gladkovas, M. (2014). CALR 13880-004 - Antimony EW and Spent Leach Results Summary (Memo). Lakefield, ON: SGS Minerals Services.

 

Hackl, R. (1987). Results of Bioleach Tests on the Stibnite Ore and Concentrate - Progress Report #1. Burnaby, BC: Giant Bay Resources Ltd.

 

Harrington, J. G., Bartlett, R. W., & Prisbrey, K. A. (1993). Kinetics of Bio-Oxidation of Coarse Refractory Gold Ores. Moscow, ID: University of Idaho.

 

Hart, A.A. (1979). A historical summary and cultural resource study of Yellow Pine, Stibnite, and Cinnabar, Valley County, Idaho. Stibnite mining project: Idaho State Historical Society manuscript, 23 p.

 

Huttl, J. B. (1952). Yellow Pine is Expanding its Output of Strategic Metals. Engineering and Mining Journal, v. 153, no. 5, p. 72-77.

 

IDL. (2011). Communications & Research. December 29, 2011. Idaho Department of Labor

 

IDL. (2012). Idaho Wages Lost Ground to National Wages in 2012. Idaho Department of Labor.

 

IDL. (2013). Percentage of Idaho’s Minimum Wage Workers in 2012 Tops Nation. Idaho Department of Labor.

 

IDWR. (2014). Idaho Department of Water Resources, Water Right Report. Water Right No.: 77-7122, 77-7141, 77-7285, 77-7293.

 

International Cyanide Management Institute (2002). International Cyanide Management Code for the manufacture, transport, and use of cyanide in the production of gold. May 2002.

 

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Jackman, I. (1993). LR 4389 - An Investigation into the Recovery of Gold from Yellow Pine Deposit Samples. Lakefield, ON: Lakefield Research.

 

Jackman, I. (2014a). CALR 13880-003 An Investigation into the Recovery of Gold from Golden Meadows Yellow Pine Samples. Lakefield, ON: SGS Minerals Services.

 

Jackman, I. (2014b). CALR 13880-001 Report #1 - An Investigation into the Recovery of Gold From Golden Meadows Concentrate Samples. Lakefield, ON: SGS Minerals Services.

 

Kleinkopf, M. D. (1998). Aeromagnetic and gravity studies of Payette National Forest, Idaho. U.S. Geologic Survey, Open report 98-219 D

 

Lang, J.R., Baker, T., Hart, C.J.R. and Mortensen, J.K. (2000). An exploration model for intrusion-related gold-systems: SEG Newsletter, No. 40, p. 6-15.

 

Larsen, E.S., and Livingston, D.C. (1920). Geology of the Yellow Pine Cinnabar-Mining District, Idaho. U.S. Geological Survey Bulletin 750-E.

 

Leonard, B.F. (1973). Gold anomaly in soil of the West End Creek area, Yellow Pine district, Valley County, Idaho. U.S. Geological Survey Circular 680, 16 p.

 

Leonard, B.F., and Marvin, R.F. (1982). Temporal evolution of the Thunder Mountain caldera and related fractures, central Idaho, in Bonnichsen, Bill, and Breckenridge, R.M., eds., Cenozoic geology of Idaho: Idaho Bureau of Mines and Geology Bulletin 26, p. 23-41.

 

Lewis, C.F., and Lewis, R.D. (1982). Fossil evidence for Ordovician age roof pendants previously considered as Precambrian in the Idaho batholith. Geological Society of America Abstracts with Programs, v. 14, no. 5, p. 265.

 

Lewis, R. (2002). Digital Atlas of Idaho – Valley County. Idaho Geologic Survey.

 

Lewis, R., Link, P., Stanford, L., Long, S. (2012). State of Idaho Geologic Map, Idaho. Idaho Geological Survey ISBN 978-1-55765-118-1.

 

Lewis, R.D. (1984). Geochemical Investigation of the Yellow Pine, Idaho and Republic, Washington mining districts: Purdue University Ph.D. Dissertation. p. 204.

 

Lewis, R.S., Stewart, D.E., Stewart, E.D., Isakson, V., Schwartz, D., and Vervoort, J.D. (2014). Mesoproterozoic (?) to Paleozoic Strata in the Stibnite-Edwardsburg Area, Central Idaho. Geological Society of America, Abstracts with Programs. Vol. 46, No. 5, p. 80.

 

Lund, K. (1999). Metamorphic rocks of central Idaho: A progress report: Proceedings of Belt Symposium III, Montana Bureau of Mines and Geology.

 

Lund, K., Aleinikoff, J., Evans, K.V., and Fanning, C. M. (2003). SHRIMP U-Pb geochronology of neoproterozoic Windermere Supergroup, Central Idaho: Implications for rifting of western laurentia and synchroneity of Sturtian glacial deposits. GSA Bulletin, v. 115, no. 3, pp. 349-372.

 

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Lund, K., and Snee, L.W. (1988). Metamorphism, structural development, and age of the continent-island arc juncture in west-central Idaho. in Ernst, W.G., editor, Metamorphism and Crustal Evolution of the Western United States, Rubey Colloquium Series vol. 7. Prentice Hall.

 

Lupu, C., & Gladkovas, M. (2014). CALR 13880-001 Part #2 - The Recovery of Antimony from Golden Meadows Stibnite Concentrate. Lakefield, ON: SGS Minerals Services.

 

Manduca, C.A., Kuntz, M.A. and Silver, L.T. (1993). Emplacement and deformation history of the western margin of the Idaho batholith near McCall, Idaho: Influence of a major terrane boundary. Geological Society of America Bulletin. Vol 105, no. 6, p. 749-765.

 

Martin, C., Palko, A. (2011a). Midas Gold - Hangar Flats Gold Deportment Study. Parksville, BC: Blue Coast Metallurgy.

 

Martin, C., Palko, A. (2011b). Midas Gold – West End Gold Deportment Study. Parksville, BC: Blue Coast Metallurgy.

 

Masters, I. (2012). Golden Meadows Project Process Development Studies Bench Scale Pressure Oxidation Test Work. Ft. Saskatchewan, AB: Dynatec Technologies.

 

McCarley, R. (2013). CALR 14129-001 Final Report - The Recovery of Gold from the Historic Golden Meadows Tailings Deposit. Lakefield, ON: SGS Minerals Services.

 

McClelland, G. E. (2012). Report on Preliminary Treatment of Golden Meadows POX Residue Samples/Composites. Sparks, NV: McClelland Laboratories, Inc.

 

McKinstry, H. (1948). Mining Geology; Prentice Hall, p. 92-96.

 

Millennium Science & Engineering Inc. (2011), 2011 Phase I Environmental Site Assessment. Boise, ID: Millennium Science & Engineering Inc.

 

Millennium Science & Engineering, Inc. (2011), 2011 Phase II Environmental Site Assessment. Boise, ID: Millennium Science & Engineering Inc.

 

Miller, S., Robertson, A., and Donohue, T. (1997). Advances in Acid Drainage Prediction Using the Net Acid Generation (NAG) Test. p. 535-549. In Proceedings of the 4th International Conference on Acid Rock Drainage (Vancouver, May 31-June 6, 1997), vol II.

 

Mitchell, V. E. (2000). History of the Stibnite Mining Area, Valley County, Idaho. Moscow, ID: University of Idaho. Idaho Geological Survey Special Report, 166 p.

 

Mitchell, V. E. (1995). History of the Stibnite Mining Area, Valley County, Idaho. Moscow, ID: University of Idaho. Idaho Geological Survey Special Report.

 

Olivier, J. W. (2014). Preliminary Economic Assessment of Capital and Operating Costs for the Golden Meadows BIOX Plant (Draft). Johannesburg, SA: Biomin South Africa Pty Ltd.

 

Palko, A. (2012). Midas Gold – Yellow Pine Gold Deportment Study. Parksville, BC: Blue Coast Metallurgy.

 

Parrish, I.S. (1997). Geologist's Gordian Knot: To Cut Or Not To Cut; Mining Engineering, vol. 49, p 45-49.

 

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Peele, R. (1950). Mining Engineer’s Handbook (Vol. 2), p. 10-42 – 10-43.

 

Peterson, S. (2014). An economic impact analysis of the proposed Midas Gold, Inc. Golden Meadows Gold Mine Technical Report Update.

 

Pettingill, J., Davis, B., & Roy, A. (2013). Thermal Treatment of Sb Concentrate. Kingston, ON: Kingston Process Metallurgy Inc.

 

Piccoli, P.M., Hyndman, D.W. (1985). Magnetite/ilmenite boundary in the western Atlanta lobe of the Idaho batholith. Northwest Geology, v.14.

 

Pincock, Allen, and Holt. (2003). Yellow Pine Project Idaho, USA Technical Report: Prepared for Vista Gold Corp: Lakewood, CO: November 17, 2003.

 

Pincock, Allen, and Holt. (2006). NI 43-101 Technical Report, Preliminary Assessment of the Yellow Pine Project, Yellow Pine, Idaho. Prepared for Vista Gold Corp. Lakewood, CO: December 13, 2006.

 

Ratnayake, S. (2013a). CAVM 50146-001 Final Report - Part A - Comminution. Vancouver, BC: SGS Minerals Services.

 

Ratnayake, S. (2013b). CAVM 50146-001 Final Report - Part B - Master Composites. Vancouver, BC: SGS Minerals Services.

 

Ratnayake, S. (2013c). CAVM 50146-001 Final Report - Part C - Variability Testing. Vancouver, BC: SGS Minerals Services.

 

Rollwagen, D. W. (1987). LR 3306 - An Investigation of the Recovery of Gold from Core Samples. Lakefield, ON: Lakefield Research.

 

Roskill. (2012). Antimony: Global Industry Markets & Outlook (11th Edition). September 2012.

 

Schrader, F.C., and C.P. Ross. (1926). Antimony and quicksilver deposits in the Yellow Pine district, Idaho. U.S. Geological Survey Bulletin 780-D, pp. 137-167.

 

Sherritt Gordon Mines Limited. (1983). Stibnite Gold Project Process Development Phases I, II and III. Ft. Saskatchewan, AB: Sherritt Gordon Mines Limited.

 

Smitherman, J.R. (1985). Geology of the Stibnite roof pendant, Valley County, Idaho. University of Idaho M.S. thesis, p. 62.

 

SRK. (2011). NI 43-101 Technical Report on Mineral Resources, Golden Meadows Project, Valley County, Idaho. Lakewood, CO: June 6, 2011. SRK Consulting.

 

SRK. (2012). Preliminary Economic Assessment Technical Report for the Golden Meadows Project, Idaho. Vancouver: BC. September 21, 2012. SRK Consulting (Canada), Inc.

 

Strata, A Professional Services Corporation. (2014).  Preliminary Feasibility Study Slope Designs for Three Proposed Open Pits at the Golden Meadows Project in the Stibnite Mining District, Valley County, Idaho. Strata, A Professional Services Corporation. February 14, 2014.

 

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Strayer IV, L.M., Hyndman, D.W., Sears, J.W., and Myers, P.E. (1989). Direction and shear sense during suturing of the Seven Devils/Wallowa terrane. Western Idaho: Geology, Vol. 17.

 

Tri-Star Resources. (2012). An Antimony Primer. Tri-Star Resources.

 

U.S. Forest Service. (2011a). U.S. Forest Service Handbook (FSH 7709.56). July 13, 2011.

 

U.S. Forest Service. (2011b). Cost Estimating Guide for Road Construction. February 2011.

 

URS. (2000a). Stibnite Area Site Characterization Report: Volume 1. Prepared for: The Stibnite Area Site Characterization Voluntary Consent Order Respondents. Denver, CO: URS Corporation.

 

URS. (2000b). Stibnite Area Risk Evaluation: Prepared for: The Stibnite Area Site Characterization Voluntary Consent Order Respondents. Denver, CO: URS Corporation.

 

US Department of Defense. (2013). Strategic and Critical Materials 2013 Report on Stockpile Requirements. Office of the Under Secretary of Defense for Acquisition, Technology and Logistics. January 2013.

 

US Geological Survey. (2006). Minerals Yearbook – Antimony. Volume I.

 

US Geological Survey. (2012). Open File Report 2013-1184 US Minerals Dependence. December 2012.

 

US Geological Survey. (2013). Mineral Yearbook 2012. October 2013.

 

US Geological Survey. (2014a). Mineral Commodity Summary – Antimony. March 2014.

 

US Geological Survey. (2014b). Antimony Statistics 1900-2012. April 2014

 

Valley County [Idaho]. (2008). Minimum Standards for Public Road Design and Construction. April 16, 2008.

 

Visual Capitalist Infographic. (2012). Antimony. December 2012. Retrieved from http://www.visualcapitalist.com/antimony-fireproof-and-supply-critical/

 

Waite, R. G. (1996). To Idaho’s Klondike: The Thunder Mountain Gold Rush, 1901-1909. Journal of the West 35.

 

White, D.E. (1940). Antimony deposits of a part of the Yellow Pine district, Valley County, Idaho: a preliminary report. U.S. Geological Survey Bulletin 922-I, pp. 247-279.

 

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APPENDIX I: PREFEASIBILITY STUDY CONTRIBUTORS AND PROFESSIONAL QUALIFICATIONS

 

 

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CERTIFICATE of QUALIFIED PERSON

 

I, Lee A. Becker, P.E., P.Eng. do hereby certify that:

 

1. I am currently employed as Director of Project Services and Controls and Project Manager by:

 

M3 Engineering & Technology Corporation 

2051 W. Sunset Road, Ste. 101

Tucson, Arizona 85704, U.S.A.

 

2. I graduated with a with a degree in Bachelor’s of Science in Energy Engineering from the University of Arizona in 1986.

 

3. I am a registered professional engineer in good standing in the State of Arizona in the area of mechanical engineering (No.32652).

 

I am also registered as a professional engineer in the states of California (No.32035), Nevada (No.015302), Washington (No.28461), and Alaska (No.9182).

 

In addition, I am a registered professional engineer in Yukon Canada (No.2349), and Ontario Canada (No.100513192).

 

4. I have worked as an engineer for a total of 33 years since my graduation from the University of Arizona. My experience includes 24 years at M3 Engineering & Technology Corporation working on all aspects of mine plant development for base and precious metals projects specifically plant layout, infrastructure, scheduling and cost estimation. As Project Manager, I have been involved with studies as well as full engineering, procurement, and construction management (EPCM) projects.

 

5. I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

 

6. I have read the definition of “Qualified Person” set out in National Instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “Qualified Person” for the purposes of NI 43-101.

 

7. I am responsible for Sections 18 (except 18.2, 18.9, 18.10, 18.11, and 18.12), 21 (except 21.1.2 and 21.2.3), 22, 24, 25, 26, of the technical report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho” (the “Technical Report”), with an effective date of December 8, 2014 and amended March 28, 2019, prepared for Midas Gold Corporation.

 

8. I visited the project site on July 18, 2017. I have had no prior involvement with the property that is subject of the Technical Report.

 

9. As of the effective date of the technical report, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information required to be disclosed to make the report not misleading.

 

10. I am independent of the issuer applying all of the tests in Section 1.5 of National Instrument 43-101.

 

11. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them, including electronic publication in the public company files on their websites accessible by the public, of the Technical Report.

 

Signed and dated this 28th day of March, 2019.  
   
(Signed and Sealed) “Lee A. Becker  
Signature of Qualified Person  
   
Lee A. Becker, P.E., P.Eng.  
Print Name of Qualified Person  

 

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CERTIFICATE of QUALIFIED PERSON

 

I, Richard K Zimmerman, R.G., do hereby certify that:

 

1. I am currently employed as a Registered Professional Geologist by:

 

M3 Engineering & Technology Corporation 

2051 W. Sunset Road, Ste. 101

Tucson, Arizona 85704 U.S.A.

 

2. I am a graduate of Carleton College and received a Bachelor of Arts degree in Geology in 1976. I am also a graduate of the University of Michigan and received a M.Sc. degree in Geology 1980.

 

3. I am a:

 

Registered Professional Geology in good standing with the State of Arizona (No. 24064)

Registered Member in good standing of the Society for Mining, Metallurgy and Exploration, Inc. (No. 3612900RM)

 

4. I have practiced geology, mineral exploration, environmental remediation, and project management for 39 years. I have worked for mining and exploration companies for 9 years and engineering consulting firms for 22 years. The past 8 years have been spent with M3 Engineering & Technology Corporation managing, planning, and constructing processing plants for base and precious metals.

 

5. I have read National Instrument 43-101 (NI 43-101) and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

 

6. I have read the definition of “qualified person” set out NI 43-101 and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

 

7. I am responsible for Sections 1, 2, 3, 4, 5, 6, 19, 23, 24, 25, 26, and 27 of the technical report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho” (the “Technical Report”), with an effective date of December 8, 2014 and amended March 28, 2019, prepared for Midas Gold Corporation.

 

8. I visited the project site on March 7, 2013. I have had no prior involvement with the property that is subject of the Technical Report.

 

9. As of the effective date of the technical report, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information required to be disclosed to make the report not misleading.

 

10.            I am independent of the issuer applying all tests in section 1.5 of National Instrument 43-101.

 

11. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them of the Technical Report for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public.

 

Dated this 28 day of March, 2019

 

(Signed) (Sealed) “Richard K Zimmerman”  
Signature of Qualified Person  
   
Richard K Zimmerman, M.Sc., R.G., SME-RM No. 3612900RM  
Print Name of Qualified Person  

 

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CERTIFICATE of QUALIFIED PERSON

 

I, Garth Kirkham, P.Geo, do hereby certify that:

 

1. I am currently employed as a Consulting Geoscientist and Principal for:

 

Kirkham Geosystems Ltd. 

6331 Palace Place

Burnaby, BC, Canada V5E 1Z6

 

2. I am a graduate of the University of Alberta in 1983 with a BSc. I have continuously practiced my profession since 1988. I have worked on and been involved with NI43-101 studies on the Kutcho, Adi Nefas, Debarwa, Tahuehueto, Demir deposits.

 

3. I am a member in good standing of the Association of Professional Engineers and Geoscientists of British Columbia (APEGBC).

 

4. I have read the definition of “qualified person” set out in National instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

 

5. I am responsible for Sections 7, 8, 9, 10, 11, 12, and 14 of the technical report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho”, dated effective December 8, 2014 and amended March 28, 2019.

 

6. I have not had prior involvement with the property that is the subject of the Technical Report.

 

7. I have visited the Stibnite Gold property on April 23-25, 2014 and July 14-15, 2014.

 

8. As of the date of this certificate, to the best of my knowledge, information and belief, the parts of the Technical Report for which I am responsible contain all scientific and technical information required to be disclosed to make the report not misleading.

 

9. I am independent of the issuer applying all of the tests in Section 1.5 of National Instrument 43-101.

 

10. I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

 

11. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Technical Report.

 

Signed and dated this 28th day of March, 2019.  
   
(Signed) (Sealed) “Garth Kirkham”  
Signature of Qualified Person  
   
Garth Kirkham, P.Geo.  
Print Name of Qualified Person  

 

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CERTIFICATE of QUALIFIED PERSON

 

I, Christopher Martin, MIMMM, C.Eng. do hereby certify that:

 

1. I am currently employed as Principal Metallurgist by Blue Coast Metallurgy, Ltd, 1020 Herring Gull Way, Parksville, BC V9P 1R2

 

2. I hold degrees in Mineral Processing Technology from Camborne School of Mines (BSc(Hons)) (1984) and Metallurgical Engineering from McGill University (1988).

 

3. I am a full professional member of the Institute of Minerals, Materials, and Mining, in good standing since 1990.

 

4. I have practiced my profession in plant operations, in flowsheet development, plant design and optimization since 1984.

 

5. I have read the definition of “qualified person” set out in National instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

 

6. I am responsible for Section 13 of the technical report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho”, dated effective December 8, 2014 and amended March 28, 2019.

 

7. I have not had prior involvement with the property that is the subject of the Technical Report.

 

8. I have visited the Stibnite Gold property on August 25, 2011 for one day.

 

9. As of the date of this certificate, to the best of my knowledge, information and belief, the parts of the Technical Report for which I am responsible contain all scientific and technical information required to be disclosed to make the report not misleading.

 

10. I am independent of the issuer applying all of the tests in Section 1.5 of National Instrument 43-101.

 

11. I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

 

12. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Technical Report.

 

Signed and dated this 28th day of March, 2019.  
   
(Signed) (Sealed) “Christopher Martin”  
Signature of Qualified Person  
   
Christopher Martin, MIMMM, C.Eng.  
Print Name of Qualified Person  

 

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CERTIFICATE of QUALIFIED PERSON

 

I, John M. Marek P.E. do hereby certify that:

 

a) I am currently employed as the President and a Senior Mining Engineer by:

 

Independent Mining Consultants, Inc. 

3560 E. Gas Road

Tucson, Arizona, USA 85714

 

b) This certificate is part of the report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho”, with an effective date of 8 December 2014 and amended March 28, 2019.

 

c) I graduated with the following degrees from the Colorado School of Mines 

Bachelors of Science, Mineral Engineering – Physics 1974

Masters of Science, Mining Engineering 1976

 

d) I am a Registered Professional Mining Engineer in the State of Arizona USA

Registration # 12772

I am a Registered Professional Engineer in the State of Colorado USA Registration # 16191

I am a Registered Member of the American Institute of Mining and Metallurgical Engineers, Society of Mining Engineers

 

e) I have worked as a mining engineer, geoscientist, and reserve estimation specialist for more than 37 years. I have managed drill programs, overseen sampling programs, and interpreted geologic occurrences in both precious metals and base metals for numerous projects over that time frame. My advanced training at the university included geostatistics and I have built upon that initial training as a resource modeler and reserve estimation specialist in base and precious metals for my entire career. I have acted as the Qualified Person on these topics for numerous Technical Reports.

 

f) My work experience includes mine planning, equipment selection, mine cost estimation and mine feasibility studies for base and precious metals projects worldwide for over 37 years. I have experience with the overall management, review, and assembly of feasibility studies.

 

g) I last visited the Stibnite Gold project site on 17 September 2013. One day was spent reviewing geology and operating conditions at site.

 

h) I am responsible for the following sections of the report titled “Stibnite Gold Project, Prefeasibility Technical Report, Valley County, Idaho”, with an effective date of 8 December 2014: 15, 16, 21.1.2, and 21.2.3. I contributed to the Section 1 Summary.

 

i) I am independent of Midas Gold Corp. applying the tests in Section 1.5 of National Instrument 43-101.

 

j) Independent Mining Consultants, Inc. and John Marek have not worked on the Stibnite Gold Project previous to this report.

 

k) I have read National Instrument 43-101 and Form 43-101F1, and to my knowledge, the Technical Report has been prepared in compliance with that instrument and form.

 

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l) As of the effective date of the Technical Report, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

 

Dated: March 28, 2019.

 

 

(Signed) (Sealed) “John M. Marek”  
Signature of Qualified Person, Registered Member of the American Institute of Mining and Metallurgical Engineers, Society of Mining Engineers
 
John M. Marek, P.E.  
Print Name of Qualified Person

 

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CERTIFICATE of QUALIFIED PERSON

 

I, Allen R. Anderson P.E., do hereby certify that:

 

1. I am currently employed as President of Allen R. Anderson Metallurgical Engineer Inc. located at:

 

11050 E. Ft. Lowell Rd.

Tucson AZ, 85749

 

2. I am a graduate of South Dakota School of Mines and Technology, May 1977, and hold Bachelor of Science degree in Metallurgical Engineering.

 

3. I am a Registered Professional Engineer – Mining in the State of Arizona in good standing. Registration # 50635.

 

4. I have been employed in the mining industry for thirty-seven years. I worked for mining and exploration companies including DUVAL and Battle Mountain Gold for twenty years and for engineering companies including The Winters Company, Jacobs Engineering and KD Engineering for seven years. I have been working as an independent consultant for the last ten years.

 

5. I have read the definition of “qualified person” set out in National instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

 

6. I am responsible for Section 17 of the technical report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho”, dated effective December 8, 2014 (the “Technical Report”) and amended March 28, 2019.

 

7. I have not had prior involvement with the property that is the subject of the Technical Report.

 

8. I have not visited the Stibnite Gold property.

 

9. As of the date of this certificate, to the best of my knowledge, information and belief, the parts of the Technical Report for which I am responsible contain all scientific and technical information required to be disclosed to make the report not misleading.

 

10. I am independent of the issuer applying all of the tests in Section 1.5 of National Instrument 43-101.

 

11. I have read National Instrument 43-101; and Form 43-101F1 and the Technical Report. Technical Report has been prepared in compliance with that instrument and form.

 

12. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Technical Report.

 

Signed and dated this 28th day of March, 2019.  
   
(Signed) (Sealed) “Allen R. Anderson”  
Signature of Qualified Person  
   
Allen R. Anderson, P.E.  
Print name of Qualified Person  

 

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CERTIFICATE of QUALIFIED PERSON

 

I, Richard C. Kinder, P.E., do hereby certify that:

 

1. I am currently employed as an Engineer and Project Manager by:

 

HDR Engineering, Inc. 

412 E. Parkcenter Blvd., Suite 100

Boise, Idaho 83706-6659

 

2. I was awarded the degree of Bachelor of Science in Civil Engineering from Washington State University in 1984.

 

3. I am a Registered Professional Engineer in good standing in the State of Idaho (#7277)

 

4. I have practiced engineering and project management for the past 29 years in civil engineering and construction administration of transportation projects across the United States for several construction and engineering firms.

 

5. I have read the definition of “qualified person” set out in National instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

 

6. I am responsible for Section 18.2 of the technical report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho”, dated effective December 8, 2014 (the “Technical Report”) and amended March 28, 2019.

 

7. I have not had prior involvement with the property that is the subject of the Technical Report.

 

8. I visited the Stibnite Gold property and surrounding area on several occasions from September 2011 through October 2012 for the purpose of conducting an analysis for alternative access to the property to support the Technical Report. The last site trip was conducted on October 12, 2012 for duration of approximately 4 hours to explore the Burntlog Alternative access route. I also coordinated with Midas Gold thereafter on issues related to the alternative access roads.

 

9. As of the date of this certificate, to the best of my knowledge, information and belief, the parts of the Technical Report for which I am responsible contain all scientific and technical information required to be disclosed to make the report not misleading.

 

10. I am independent of the issuer applying all of the tests in Section 1.5 of National Instrument 43-101.

 

11. I have read National Instrument 43-101, Form 43-101F1, and the Technical Report. The Section 18.2 has been prepared in compliance with that instrument and form.

 

12. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Technical Report.

 

Signed and dated this 28th day of March, 2019.  
   
(Signed) (Sealed) “Richard C. Kinder”  
Signature of Qualified Person  
   
Richard C. Kinder, P.E.  
Print name of Qualified Person  

 

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CERTIFICATE of QUALIFIED PERSON

 

I, Peter E. Kowalewski P.E., do hereby certify that:

 

1. I am currently employed as a Principal Engineer by Tierra Group International, Ltd. (“Tierra Group”) with an office at 111 East Broadway, Suite 220, Salt Lake City, Utah, U.S.A.

 

2. I am a graduate of the Colorado School of Mines in 1992 and 1997 with B.Sc. (Geological Engineering) and M.E. (Applied Mechanics) degrees, respectively. I have practiced my profession continuously since graduation in 1992, focusing on the civil, geotechnical, hydrologic, and hydraulic design of facilities primarily for the mining industry. My primary focus has been on the design, permitting, construction, operation, and closure of mine waste containment facilities such as tailings impoundments, heap leach facilities, waste rock storage facilities, and appurtenant structures such as ponds and channels.

 

3. I am a Licensed Professional Engineer (P.E.) (Civil) in multiple States, including the State of Idaho (Idaho License #15289). In addition, I am a Registered Member of the Society for Mining, Metallurgy, and Exploration, Inc. (SME) (Member #4055322RM).

 

4. I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in Nl43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of Nl43-101.

 

5. I am responsible for Sections 18.9, 18.10, 18.11, 18.12, 20 of the technical report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho”, dated effective December 8, 2014 and amended March 28, 2019.

 

6. I have not had prior involvement with the property that is the subject of the Technical Report.

 

7. I visited the Stibnite Gold property on March 7, 2013.

 

8. As of the date of this certificate, to the best of my knowledge, information and belief, the parts of the Technical Report for which I am responsible contain all scientific and technical information required to be disclosed to make the report not misleading.

 

9. I am independent of the issuer applying all of the tests in Section 1.5 of National Instrument 43-101.

 

10. I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

 

11. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Technical Report.

 

Signed and dated this 28th day of March, 2019.  
   
(Signed) (Sealed) “Peter E. Kowalewski”  
Signature of Qualified Person  
   
   
Peter E. Kowalewski, P.E.  
Print name of Qualified Person  

 

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APPENDIX II: PROPERTY DESCRIPTION AND LOCATION

 

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Table II.1:      Mineral Concession Summary8

 

PATENTED CLAIMS

 

          Number of Claims                    
Acquisition     Claim Group   Lode     Millsite     Acres     Hectares     Property Tax 2013  
2009 Bradley1,7     Meadow Creek     9       --       184.4       74.6     $ 135.70  
2009 JJO2     Meadow Creek – Oberbillig6     --       14       68.5       27.7     $ 825.06  
      Millsite     --       16       80.5       32.6     $ 58.86  
      West End     6       --       123.9       50.2     $ 95.60  
2011 Yellow Pine3     Yellow Pine     17       --       300.7       121.7     $ 220.78  
2011 Fern4     Fern     6       --       99.7       40.4     $ 73.50  
2011 Cinnabar5     Cinnabar     27       --       484.8       196.2     $ 355.96  
      Totals     65       30       1,342.6       543.3     $ 1,765.46  

 

UNPATENTED CLAIMS

 

          Number of Claims                    
Acquisition     Claim Group   Lode     Millsite     Acres     Hectares     BLM Claims Fees  
2009 acquisition     Unpatented     183       46                     $ 32,060  
2009 staked     Unpatented     238       --                     $ 33,320  
2011 Yellow Pine3     Unpatented     8       --                     $ 1,120  
2011 staked     Unpatented     921       --                     $ 128,940  
2012 staked     Unpatented     1       --                     $ 140  
      Totals     1,351       46       25,761.5       10,425.3     $ 195,580  

 

Notes:
1. Acquired by 3/31/2008 Option to Purchase from Bradley Mining Co., warranty deed 6/11/2009.

2. Acquired from JJO, LLC via 6/2/2009 Promissory Note, matures 6/2/2015 (balance remaining $40,000).

3. Acquired from Bradley Mining Company via 11/7/2003 Option to Purchase, warranty deed 11/28/2012.

4. Acquired from Stephens, warranty deed 4/28/2011.

5. Acquired from JJO, LLC via 5/1/2011 Option to Purchase, five annual extensions expire 5/1/17 (balance remaining $300,000).

6. Hecla Mining Co. retains surface estate on portion of claims MS # 1 through MS #6.

7. 5% NSR royalty right acquired via Promissory Note, matures 6/2/15 (balance remaining $160,000).

8. The entire Golden Meadows property (excluding the Cinnabar group) is subject to the May 9, 2013 1.7% NSR precious metals royalty held Franco- Nevada.

 

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Table II.2: Mineral Concession Summary – Patented Claims

 

Count   Claim
Name
  Claim
Type
  Mine
Survey No.
  Date
Patented
  Patent
No.
  Section,
Township,

Range
  PIN1   Owner2   Date
Acquired
Meadow Creek - Oberbillig4
1   MS 1   Millsite   3655   09/27/1990   11900097   15-18N-9E   RP18N09E115495   MGI3   04/28/2009
2   MS 2   Millsite   3655   09/27/1990   11900097   14,15-18N-9E   RP18N09E115495   MGI3   04/29/2009
3   MS 3   Millsite   3655   09/27/1990   11900097   14,15-18N-9E   RP18N09E115495   MGI3   04/30/2009
4   MS 4   Millsite   3655   09/27/1990   11900097   14,15-18N-9E   RP18N09E115495   MGI3   05/01/2009
5   MS 5   Millsite   3655   09/27/1990   11900097   14-18N-9E   RP18N09E115495   MGI3   05/02/2009
6   MS 6   Millsite   3655   09/27/1990   11900097   14-18N-9E   RP18N09E115495   MGI3   05/03/2009
7   MS 7   Millsite   3655   09/27/1990   11900097   14-18N-9E   RP18N09E115495   MGI   05/04/2009
8   MS 8   Millsite   3655   09/27/1990   11900097   14-18N-9E   RP18N09E115495   MGI   05/05/2009
9   MS 9   Millsite   3655   09/27/1990   11900097   14-18N-9E   RP18N09E115495   MGI   05/06/2009
10   MS 13   Millsite   3655   09/27/1990   11900097   11-18N-9E   RP18N09E115495   MGI   05/07/2009
11   MS 14   Millsite   3655   09/27/1990   11900097   11-18N-9E   RP18N09E115495   MGI   05/08/2009
12   MS 15   Millsite   3655   09/27/1990   11900097   11-18N-9E   RP18N09E115495   MGI   05/09/2009
13   MS 16   Millsite   3655   09/27/1990   11900097   11-18N-9E   RP18N09E115495   MGI   05/10/2009
14   MS 17   Millsite   3655   09/27/1990   11900097   11-18N-9E   RP18N09E115495   MGI   05/11/2009
Meadow Creek5
15   Meadow Creek No. 3   Lode   3039   02/19/1926   974550   15-18N-9E   RP18N09E108995   MGIAC   05/12/2009
16   Meadow Creek No. 4   Lode   3039   02/19/1926   974550   15-18N-9E   RP18N09E108995   MGIAC   05/13/2009
17   Meadow Creek No. 2   Lode   3039   02/19/1926   974550   15-18N-9E   RP18N09E108995   MGIAC   05/14/2009
18   Meadow Creek No. 1   Lode   3039   02/19/1926   974550   15-18N-9E   RP18N09E108995   MGIAC   05/15/2009
19   Meadow Creek No. 5   Lode   3039   02/19/1926   974550   15-18N-9E   RP18N09E108995   MGIAC   05/16/2009
20   Monday No. 6   Lode   3397   01/25/1946   1120542   10-18N-9E   RP18N09E038995   MGIAC   05/17/2009
21   Meadow Creek No. 8   Lode   3397   01/25/1946   1120542   10,15-18N-9E   RP18N09E038995   MGIAC   05/18/2009
22   Monday No. 2   Lode   3397   01/25/1946   1120542   10-18N-9E   RP18N09E038995   MGIAC   05/19/2009
23   Monday No. 3   Lode   3397   01/25/1946   1120542   10-18N-9E   RP18N09E038995   MGIAC   05/20/2009
West End4
24   MW 9   Lode   3645   12/15/1989   11900012   2-18N-9E   RP18N09E020026   MGI   05/21/2009

 

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Count   Claim
Name
  Claim
Type
  Mine
Survey No.
  Date
Patented
  Patent
No.
  Section,
Township,

Range
  PIN1   Owner2   Date
Acquired
25   MW 13   Lode   3645   02/25/1987   11870032   2-18N-9E   RP18N09E020026   MGI   05/22/2009
26   MW 22   Lode   3645   02/25/1987   11870032   2-18N-9E   RP18N09E020026   MGI   05/23/2009
27   MW 8   Lode   3645   12/15/1989   11900012   2-18N-9E   RP18N09E020026   MGI   05/24/2009
28   MW 12   Lode   3645   02/25/1987   11870032   2-18N-9E; 35-19N-9E   RP18N09E020026   MGI   05/25/2009
29   MW 23   Lode   3645   02/25/1987   11870032   2-18N-9E; 35-19N-9E   RP18N09E020026   MGI   05/26/2009
Millsite4
30   MS 36   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   05/27/2009
31   MS 51   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   05/28/2009
32   MS 52   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   05/29/2009
33   MS 53   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   05/30/2009
34   MS 28   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   05/31/2009
35   MS 35   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/01/2009
36   MS 37   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/02/2009
37   MS 38   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/03/2009
38   MS 39   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/04/2009
39   MS 42   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/05/2009
40   MS 43   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/06/2009
41   MS 44   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/07/2009
42   MS 45   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/08/2009
43   MS 46   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/09/2009
44   MS 47   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/10/2009
45   MS 48   Millsite   No Survey   09/27/1990   11900098   15,22-18N-9E   RP18N09E155300   MGI   06/11/2009
Fern6
47   Spruce Grove   Lode   3030   11/04/1926   988370   12-18N-9E   RP18N09E127345   MGIAC   04/28/2011
48   Fern   Lode   3030   11/04/1926   988370   7-18N-10E   RP18N09E127345   MGIAC   04/28/2011
49   Fern No. 2   Lode   3030   11/04/1926   988370   7-18N-10E   RP18N09E127345   MGIAC   04/28/2011
50   Fern No. 4   Lode   3030   11/04/1926   988370   7-18N-10E   RP18N09E127345   MGIAC   04/28/2011
51   Bucks Bed No. 1   Lode   3030   11/04/1926   988370   7-18N-10E   RP18N09E127345   MGIAC   04/28/2011

 

 

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Count   Claim
Name
  Claim
Type
  Mine
Survey No.
  Date
Patented
  Patent
No.
  Section,
Township,

Range
  PIN1   Owner2   Date
Acquired
52   Bucks Bed   Lode   3030   11/04/1926   988370   7-18N-10E   RP18N09E127345   MGIAC   04/28/2011
Cinnabar7
53   Hermes   Lode   3038   06/02/1927   1003392   1,12-18N-9E; 6,7-18N-10E   RP18N09E018435   JJO   option
54   Annie Sell   Lode   3038   06/02/1927   1003392   7-18N-10E   RP18N09E018435   JJO   option
55   Pretty Maid   Lode   3038   06/02/1927   1003392   1-18N-9E   RP18N09E018435   JJO   option
56   West End   Lode   3395   07/15/1946   1121067   1-18N-9E   RP18N09E013840   JJO   option
57   Liberty   Lode   3395   07/15/1946   1121067   1,12-18N-9E   RP18N09E013840   JJO   option
58   Liberty No. 1   Lode   3395   07/15/1946   1121067   1,12-18N-9E; 7-18N-10E   RP18N09E013840   JJO   option
59   U.S.A.   Lode   3395   07/15/1946   1121067   12-18N-9E; 7-18N-10E   RP18N09E013840   JJO   option
60   Vermillion Ext. No. 2   Lode   3395   07/15/1946   1121067   7-18N-10E; 12-18N-9E   RP18N09E013840   JJO   option
61   Golden Gate No. 4   Lode   3038   06/02/1927   1003392   7-18N-10E   RP18N09E018435   JJO   option
62   Vermillion Ext. No. 1   Lode   3038   06/02/1927   1003392   7-18N-10E   RP18N10E071525   JJO   option
63   Vermillion   Lode   3038   06/02/1927   1003392   7,18-18N-10E   RP18N10E071525   JJO   option
64   Monumental No. 1   Lode   3396   11/01/1944   1119154   1-18N-9E   RP18N09E018150   JJO   option
65   Monumental No. 2   Lode   3396   11/01/1944   1119154   1-18N-9E; 6,7-18N-10E   RP18N09E018150   JJO   option
66   C 12   Lode   3396   11/01/1944   1119154   6-18N-10E; 1-18N-9E   RP18N09E018150   JJO   option
67   Monumental No. 3   Lode   3396   11/01/1944   1119154   6,7-18N-10E   RP18N09E018150   JJO   option
68   Monumental No. 4   Lode   3396   11/01/1944   1119154   7-18N-10E   RP18N09E018150   JJO   option
69   Monumental No. 5   Lode   3396   11/01/1944   1119154   7-18N-10E   RP18N09E018150   JJO   option
70   Monumental No. 6   Lode   3396   11/01/1944   1119154   7-18N-10E   RP18N09E018150   JJO   option
71   White Metal No. 1   Lode   3395   07/15/1946   1121067   7-18N-10E   RP18N09E122155   JJO   option
72   Vermillion Ext. No. 3   Lode   3395   07/15/1946   1121067   7-18N-10E   RP18N09E013840   JJO   option
73   White Metal No. 2   Lode   3395   07/15/1946   1121067   7-18N-10E   RP18N09E122155   JJO   option
74   Flyer   Lode   3395   07/15/1946   1121067   7-18N-10E; 18-18N-10E   RP18N09E122155   JJO   option
75   White Metal   Lode   3395   07/15/1946   1121067   7-18N-10E   RP18N09E013840   JJO   option
76   White Metal No. 3   Lode   3395   07/15/1946   1121067   7-18N-10E   RP18N09E122155   JJO   option
46   White Metal No. 4   Lode   3395   07/15/1946   1121067   7,18-18N-10E   RP18N09E122155   JJO   option
77   White Metal No. 6   Lode   3395   07/15/1946   1121067   12-18N-9E; 7-18N-10E   RP18N09E122155   JJO   option

 

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Count   Claim
Name
  Claim
Type
  Mine
Survey No.
  Date
Patented
  Patent
No.
  Section,
Township,

Range
  PIN1   Owner2   Date
Acquired
78   Mountain Belle Frac.   Lode   3395   07/15/1946   1121067   7-18N-10E; 12-18N-9E   RP18N09E013840   JJO   option
Yellow Pine8
79   Hennessy No. 6   Lode   3357   06/18/1941   1111588   2,3-18N-9E   RP18N09E030005   IGR   04/28/2009
80   Homestake No. 5   Lode   3357   06/18/1941   1111588   2,3-18N-9E   RP18N09E030005   IGR   04/28/2009
81   Hennessy No. 2   Lode   3357   06/18/1941   1111588   3-18N-9E   RP18N09E030005   IGR   04/28/2009
82   Hennessy Lode No. 4   Lode   3357   06/18/1941   1111588   3-18N-9E   RP18N09E030005   IGR   04/28/2009
83   Hennessy No. 3   Lode   3357   06/18/1941   1111588   3-18N-9E   RP18N09E030005   IGR   04/28/2009
84   Hennessy No. 5   Lode   3357   06/18/1941   1111588   3-18N-9E   RP18N09E030005   IGR   04/28/2009
85   Homestake No. 1   Lode   3357   06/18/1941   1111588   2,3-18N-9E   RP18N09E030005   IGR   04/28/2009
86   Hennessy No. 1   Lode   3357   06/18/1941   1111588   2,3-18N-9E   RP18N09E030005   IGR   04/28/2009
87   Hennessy Lode No. 7   Lode   3357   06/18/1941   1111588   3-18N-9E   RP18N09E030005   IGR   04/28/2009
88   Homestake No. 2   Lode   3357   06/18/1941   1111588   2,3-18N-9E; 35-19N-9E   RP18N09E030005   IGR   04/28/2009
89   Homestake   Lode   3357   06/18/1941   1111588   2,3-18N-9E; 35-19N-9E   RP18N09E030005   IGR   04/28/2009
90   A No. 1   Lode   3246   05/12/1933   1064103   3-18N-9E   RP18N09E030020   IGR   04/28/2009
91   Fair Deal No. 3   Lode   3246   05/12/1933   1064103   3-18N-9E; 34-19N-9E   RP18N09E030020   IGR   04/28/2009
92   Fair Deal No. 2   Lode   3246   05/12/1933   1064103   34-19N-9E   RP18N09E030020   IGR   04/28/2009
93   Fair Deal No. 1   Lode   3246   05/12/1933   1064103   34-19N-9E   RP18N09E030020   IGR   04/28/2009
94   Fair Deal No. 4   Lode   3246   05/12/1933   1064103   34-19N-9E   RP18N09E030020   IGR   04/28/2009
95   Camp Bird No. 2   Lode   3246   05/12/1933   1064103   34-19N-9E   RP18N09E030020   IGR   04/28/2009

 

Notes:

1. PIN = Valley County Parcel Identification Number.

2. MGI = Midas Gold, Inc., MGIAC = MGI Acquisition Corp., IGR = Idaho Gold Resources LLC, JJO = J.J. Oberbillig Estate.

3. Split estate - MGI owns mineral rights, Hecla Mining Co. owns surface on a portion of these six claims.

4. Part of Oberbillig claim group included in MGI purchase from JJO, LLC, closed escrow June 2, 2009.

5. Meadow Creek claim group acquired from Bradley Mining Co. via Mar. 31, 2008 Option to Purchase, warranty deed June 11, 2009.

6. Fern claim group acquired from Stevens, warranty deed April 28, 2011.

7. Cinnabar group included in MGI Acquisition Corporation Option to Purchase from JJO, LLC dated May 1, 2011, five annual extensions that expire May 1, 2017.

8. Yellow Pine claim group acquired from Bradley Mining Co. via Nov. 7, 2003 Option to Purchase, closed escrow Nov. 29, 2012.

 

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Table II.3: Mineral Concession Summary – Unpatented Claims

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1   SFMS 1   190070   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312095   1
2   SFMS 2   190071   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312096   2
3   SFMS 3   190072   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312097   3
4   SFMS 4   190073   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312098   4
5   SFMS 5   190074   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312099   5
6   SFMS 6   190075   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312100   6
7   SFMS 7   190076   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312101   7
8   SFMS 8   190077   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312102   8
9   SFMS 9   190078   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312103   9
10   SFMS 10   190079   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312104   10
11   SFMS 11   190080   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312105   11
12   SFMS 12   190081   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312106   12
13   SFMS 13   190082   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312107   13
14   SFMS 14   190083   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312108   14
15   SFMS 15   190084   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312109   15
16   SFMS 16   190085   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312110   16
17   SFMS 17   190086   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312111   17
18   SFMS 18   190087   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312112   18
19   SFMS 19   190088   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312113   19
20   SFMS 20   190089   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312114   20
21   SFMS 21   190090   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312115   21
22   SFMS 22   190091   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312116   22
23   SFMS 23   190092   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312117   23
24   SFMS 24   190093   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312118   24
25   SFMS 25   190094   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312119   25
26   SFMS 26   190095   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312120   26
27   SFMS 27   190096   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312121   27

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-8
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

  

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
28   SFMS 28   190097   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312122   28
29   SFMS 29   190098   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312123   29
30   SFMS 30   190099   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312124   30
31   SFMS 31   190100   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312125   31
32   SFMS 32   190101   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312126   32
33   SFMS 33   190102   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312127   33
34   SFMS 34   190103   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312128   34
35   SFMS 35   190104   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312129   35
36   SFMS 36   190105   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312130   36
37   SFMS 37   190106   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312131   37
38   SFMS 38   190107   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312132   38
39   SFMS 39   190108   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312133   39
40   SFMS 40   190109   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312134   40
41   SFMS 41   190110   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312135   41
42   SFMS 42   190111   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312154   42
43   SFMS 43   190112   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312155   43
44   SFMS 44   190113   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312156   44
45   SFMS 45   190114   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312157   45
46   SFMS 46   190115   Millsite   MGI   07/27/2006   Niagara   08/14/2006   312158   46
47   SF 1   189924   Lode   MGI   05/24/2006   Niagara   08/10/2006   311895   47
48   SF 2   189925   Lode   MGI   05/24/2006   Niagara   08/10/2006   311896   48
49   SF 3   189926   Lode   MGI   05/24/2006   Niagara   08/10/2006   311897   49
50   SF 4   189927   Lode   MGI   05/24/2006   Niagara   08/10/2006   311898   50
51   SF 5   189928   Lode   MGI   05/24/2006   Niagara   08/10/2006   311899   51
52   SF 6   189929   Lode   MGI   05/24/2006   Niagara   08/10/2006   311990   52
53   SF 7   189930   Lode   MGI   05/24/2006   Niagara   08/10/2006   311901   53
54   SF 8   189931   Lode   MGI   05/24/2006   Niagara   08/10/2006   311902   54
55   SF 9   189932   Lode   MGI   05/24/2006   Niagara   08/10/2006   311903   55

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-9
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

  

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
56   SF 10   189933   Lode   MGI   05/24/2006   Niagara   08/10/2006   311904   56
57   SF 11   189934   Lode   MGI   05/24/2006   Niagara   08/10/2006   311905   57
58   SF 12   189935   Lode   MGI   05/24/2006   Niagara   08/10/2006   311906   58
59   SF 13   189936   Lode   MGI   05/24/2006   Niagara   08/10/2006   311907   59
60   SF 14   189937   Lode   MGI   05/24/2006   Niagara   08/10/2006   311911   60
61   SF 15   189938   Lode   MGI   05/24/2006   Niagara   08/10/2006   311912   61
62   SF 16   189939   Lode   MGI   05/24/2006   Niagara   08/10/2006   311913   62
63   SF 17   189940   Lode   MGI   05/24/2006   Niagara   08/10/2006   311914   63
64   SF 18   189941   Lode   MGI   05/24/2006   Niagara   08/10/2006   311915   64
65   SF 19   189942   Lode   MGI   05/24/2006   Niagara   08/10/2006   311916   65
66   SF 20   189943   Lode   MGI   05/24/2006   Niagara   08/10/2006   311917   66
67   SF 21   189944   Lode   MGI   05/24/2006   Niagara   08/10/2006   311918   67
68   SF 22   189945   Lode   MGI   05/24/2006   Niagara   08/10/2006   311919   68
69   SF 23   189946   Lode   MGI   05/24/2006   Niagara   08/10/2006   311920   69
70   SF 24   189947   Lode   MGI   05/24/2006   Niagara   08/10/2006   311921   70
71   SF 25   189948   Lode   MGI   05/24/2006   Niagara   08/10/2006   311922   71
72   SF 26   189949   Lode   MGI   05/24/2006   Niagara   08/10/2006   311923   72
73   SF 27   189950   Lode   MGI   05/24/2006   Niagara   08/10/2006   311924   73
74   SF 28   189951   Lode   MGI   05/24/2006   Niagara   08/10/2006   311925   74
75   SF 29   189952   Lode   MGI   05/24/2006   Niagara   08/10/2006   311926   75
76   SF 30   189953   Lode   MGI   05/24/2006   Niagara   08/10/2006   311927   76
77   SF 31   189954   Lode   MGI   05/24/2006   Niagara   08/11/2006   311949   77
78   SF 32   189955   Lode   MGI   05/24/2006   Niagara   08/11/2006   311950   78
79   SF 33   189956   Lode   MGI   05/24/2006   Niagara   08/11/2006   311951   79
80   SF 34   189957   Lode   MGI   05/24/2006   Niagara   08/11/2006   311952   80
81   SF 35   189958   Lode   MGI   05/24/2006   Niagara   08/11/2006   311953   81
82   SF 36   189959   Lode   MGI   05/24/2006   Niagara   08/11/2006   311954   82
83   SF 37   189960   Lode   MGI   05/24/2006   Niagara   08/11/2006   311955   83

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-10
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
84   SF 38   189961   Lode   MGI   05/24/2006   Niagara   08/11/2006   311956   84
85   SF 39   189962   Lode   MGI   05/24/2006   Niagara   08/11/2006   311957   85
86   SF 40   189963   Lode   MGI   05/24/2006   Niagara   08/11/2006   311958   86
87   SF 41   189964   Lode   MGI   05/24/2006   Niagara   08/11/2006   311959   87
88   SF 42   189965   Lode   MGI   05/24/2006   Niagara   08/11/2006   311960   88
89   SF 43   189966   Lode   MGI   05/24/2006   Niagara   08/11/2006   311961   89
90   SF 44   189967   Lode   MGI   05/24/2006   Niagara   08/11/2006   311962   90
91   SF 45   189968   Lode   MGI   05/24/2006   Niagara   08/11/2006   311963   91
92   SF 46   189969   Lode   MGI   05/24/2006   Niagara   08/11/2006   311964   92
93   SF 47   189970   Lode   MGI   05/24/2006   Niagara   08/11/2006   311965   93
94   SF 48   189971   Lode   MGI   05/24/2006   Niagara   08/11/2006   311966   94
95   SF 49   189972   Lode   MGI   05/24/2006   Niagara   08/11/2006   311967   95
96   SF 50   189973   Lode   MGI   05/24/2006   Niagara   08/11/2006   311968   96
97   SF 52   189974   Lode   MGI   05/24/2006   Niagara   08/11/2006   311969   97
98   SF 53   189975   Lode   MGI   05/24/2006   Niagara   08/11/2006   311970   98
99   SF 54   189976   Lode   MGI   05/24/2006   Niagara   08/11/2006   311971   99
100   SF 55   189977   Lode   MGI   05/24/2006   Niagara   08/11/2006   311972   100
101   SF 56   189978   Lode   MGI   05/24/2006   Niagara   08/11/2006   311973   101
102   SF 57   189979   Lode   MGI   05/24/2006   Niagara   08/11/2006   311974   102
103   SF 58   189980   Lode   MGI   05/24/2006   Niagara   08/11/2006   311975   103
104   SF 59   189981   Lode   MGI   05/24/2006   Niagara   08/11/2006   311976   104
105   SF 61   189982   Lode   MGI   05/24/2006   Niagara   08/11/2006   311977   105
106   SF 62   189983   Lode   MGI   05/24/2006   Niagara   08/11/2006   311978   106
107   SF 63   199733   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347151   107
108   SF 64   199734   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347152   108
109   SF 65   189986   Lode   MGI   05/24/2006   Niagara   08/11/2006   311981   109
110   SF 66   189987   Lode   MGI   05/24/2006   Niagara   08/11/2006   311982   110
111   SF 67   189988   Lode   MGI   05/24/2006   Niagara   08/11/2006   311983   111

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-11
 

  

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
112   SF 68   189989   Lode   MGI   05/24/2006   Niagara   08/11/2006   312022   112
113   SF 69   189990   Lode   MGI   05/24/2006   Niagara   08/11/2006   312023   113
114   SF 70   189991   Lode   MGI   05/24/2006   Niagara   08/11/2006   312024   114
115   SF 71   199735   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347153   115
116   SF 72   199736   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347154   116
117   SF 73   189994   Lode   MGI   05/24/2006   Niagara   08/11/2006   312027   117
118   SF 74   189995   Lode   MGI   05/24/2006   Niagara   08/11/2006   312028   118
119   SF 75   189996   Lode   MGI   05/24/2006   Niagara   08/11/2006   312029   119
120   SF 76   189997   Lode   MGI   05/24/2006   Niagara   08/11/2006   312030   120
121   SF 77   189998   Lode   MGI   05/24/2006   Niagara   08/11/2006   312031   121
122   SF 78   189999   Lode   MGI   05/24/2006   Niagara   08/11/2006   312032   122
123   SF 79   190000   Lode   MGI   05/24/2006   Niagara   08/11/2006   312033   123
124   SF 80   190001   Lode   MGI   05/24/2006   Niagara   08/11/2006   312034   124
125   SF 81   190002   Lode   MGI   05/24/2006   Niagara   08/11/2006   312035   125
126   SF 82   190003   Lode   MGI   05/24/2006   Niagara   08/11/2006   312036   126
127   SF 83   190004   Lode   MGI   05/24/2006   Niagara   08/11/2006   312037   127
128   SF 84   190005   Lode   MGI   05/24/2006   Niagara   08/11/2006   312038   128
129   SF 85   190006   Lode   MGI   05/24/2006   Niagara   08/11/2006   312039   129
130   SF 86   190007   Lode   MGI   05/24/2006   Niagara   08/11/2006   312040   130
131   SF 87   190008   Lode   MGI   05/24/2006   Niagara   08/11/2006   312041   131
132   SF 88   190009   Lode   MGI   05/24/2006   Niagara   08/11/2006   312042   132
133   SF 89   190010   Lode   MGI   05/24/2006   Niagara   08/11/2006   312043   133
134   SF 90   190011   Lode   MGI   05/24/2006   Niagara   08/11/2006   312044   134
135   SF 91   190012   Lode   MGI   05/24/2006   Niagara   08/11/2006   312048   135
136   SF 92   190013   Lode   MGI   05/24/2006   Niagara   08/11/2006   312049   136
137   SF 93   190014   Lode   MGI   05/24/2006   Niagara   08/11/2006   312050   137
138   SF 94   190015   Lode   MGI   05/24/2006   Niagara   08/11/2006   312051   138
139   SF 95   190016   Lode   MGI   05/24/2006   Niagara   08/11/2006   312061   139

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-12
 

  

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
140   SF 96   190017   Lode   MGI   05/24/2006   Niagara   08/11/2006   312062   140
141   SF 97   190018   Lode   MGI   05/24/2006   Niagara   08/11/2006   312063   141
142   SF 98   190019   Lode   MGI   05/24/2006   Niagara   08/11/2006   312064   142
143   SF 99   190020   Lode   MGI   05/24/2006   Niagara   08/11/2006   312065   143
144   SF 100   190021   Lode   MGI   05/24/2006   Niagara   08/11/2006   312066   144
145   SF 101   199737   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347155   145
146   SF 102   190023   Lode   MGI   05/24/2006   Niagara   08/11/2006   312068   146
147   SF 103   190024   Lode   MGI   05/24/2006   Niagara   08/11/2006   312069   147
148   SF 104   190025   Lode   MGI   05/24/2006   Niagara   08/11/2006   312070   148
149   SF 105   190026   Lode   MGI   05/24/2006   Niagara   08/11/2006   312071   149
150   SF 106   190027   Lode   MGI   05/24/2006   Niagara   08/11/2006   312072   150
151   SF 107   190028   Lode   MGI   05/24/2006   Niagara   08/11/2006   312073   151
152   SF 108   190029   Lode   MGI   05/24/2006   Niagara   08/11/2006   312074   152
153   SF 109   190030   Lode   MGI   05/24/2006   Niagara   08/11/2006   312075   153
154   SF 110   190031   Lode   MGI   05/24/2006   Niagara   08/11/2006   312076   154
155   SF 111   190032   Lode   MGI   05/24/2006   Niagara   08/11/2006   312077   155
156   SF 112   190033   Lode   MGI   05/24/2006   Niagara   08/11/2006   312078   156
157   SF 113   190034   Lode   MGI   05/24/2006   Niagara   08/11/2006   312079   157
158   SF 114   190035   Lode   MGI   05/24/2006   Niagara   08/11/2006   312080   158
159   SF 115   190036   Lode   MGI   05/24/2006   Niagara   08/11/2006   312081   159
160   SF 116   190037   Lode   MGI   05/24/2006   Niagara   08/11/2006   312082   160
161   SF 117   190038   Lode   MGI   05/24/2006   Niagara   08/11/2006   312083   161
162   SF 118   190039   Lode   MGI   05/24/2006   Niagara   08/11/2006   312084   162
163   SF 125   199736   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347156   163
164   SF 126   190041   Lode   MGI   05/24/2006   Niagara   08/11/2006   312086   164
165   SF 127   190042   Lode   MGI   05/24/2006   Niagara   08/11/2006   312087   165
166   SF 128   190043   Lode   MGI   05/24/2006   Niagara   08/11/2006   312088   166
167   SF 129   190044   Lode   MGI   05/24/2006   Niagara   08/11/2006   312089   167

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-13
 

  

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
168   SF 130   190045   Lode   MGI   05/24/2006   Niagara   08/11/2006   312090   168
169   SF 131   199739   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347157   169
170   SF 132   190047   Lode   MGI   07/27/2006   Niagara   08/11/2006   312072   170
171   SF 133   194738   Lode   MGI   12/11/2007   Niagara   03/03/2008   329605   171
172   SF 134   194739   Lode   MGI   12/11/2007   Niagara   03/03/2008   329606   172
173   SF 135   194740   Lode   MGI   12/11/2007   Niagara   03/03/2008   329607   173
174   SF 136   194741   Lode   MGI   12/11/2007   Niagara   03/03/2008   329608   174
175   SF 137   194742   Lode   MGI   12/11/2007   Niagara   03/03/2008   329609   175
176   SF 138   194743   Lode   MGI   12/11/2007   Niagara   03/03/2008   329610   176
177   SF 139   194744   Lode   MGI   12/11/2007   Niagara   03/03/2008   329611   177
178   SF 140   194745   Lode   MGI   12/11/2007   Niagara   03/03/2008   329612   178
179   SF 141   194746   Lode   MGI   12/11/2007   Niagara   03/03/2008   329613   179
180   SF 142   194747   Lode   MGI   12/11/2007   Niagara   03/03/2008   329614   180
181   SF 143   194748   Lode   MGI   12/11/2007   Niagara   03/03/2008   329615   181
182   SF 144   194749   Lode   MGI   12/11/2007   Niagara   03/03/2008   329616   182
183   SF 145   194750   Lode   MGI   12/11/2007   Niagara   03/03/2008   329617   183
184   SF 146   194751   Lode   MGI   12/11/2007   Niagara   03/03/2008   329618   184
185   SF 147   194752   Lode   MGI   12/11/2007   Niagara   03/03/2008   329619   185
186   SF 148   194753   Lode   MGI   12/11/2007   Niagara   03/03/2008   329620   186
187   SF 149   194754   Lode   MGI   12/11/2007   Niagara   03/03/2008   329621   187
188   SF 150   194755   Lode   MGI   12/11/2007   Niagara   03/03/2008   329622   188
189   SF 151   194756   Lode   MGI   12/11/2007   Niagara   03/03/2008   329623   189
190   SF 152   194757   Lode   MGI   12/11/2007   Niagara   03/03/2008   329624   190
191   SF 153   194758   Lode   MGI   12/11/2007   Niagara   03/03/2008   329625   191
192   SF 154   194759   Lode   MGI   12/11/2007   Niagara   03/03/2008   329626   192
193   SF 155   194760   Lode   MGI   12/11/2007   Niagara   03/03/2008   329627   193
194   SF 156   194761   Lode   MGI   12/11/2007   Niagara   03/03/2008   329628   194
195   SF 157   194762   Lode   MGI   12/11/2007   Niagara   03/03/2008   329629   195

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-14
 

  

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
196   SF 158   194763   Lode   MGI   12/11/2007   Niagara   03/03/2008   329630   196
197   SF 159   194764   Lode   MGI   12/11/2007   Niagara   03/03/2008   329631   197
198   SF 160   194765   Lode   MGI   12/11/2007   Niagara   03/03/2008   329632   198
199   SF 161   194766   Lode   MGI   12/11/2007   Niagara   03/03/2008   329633   199
200   SF 162   194767   Lode   MGI   12/11/2007   Niagara   03/03/2008   329634   200
201   SF 163   194768   Lode   MGI   12/11/2007   Niagara   03/03/2008   329635   201
202   SF 164   194769   Lode   MGI   12/11/2007   Niagara   03/03/2008   329636   202
203   SF 165   194770   Lode   MGI   12/11/2007   Niagara   03/03/2008   329637   203
204   SF 166   194771   Lode   MGI   12/11/2007   Niagara   03/03/2008   329638   204
205   SF 167   194772   Lode   MGI   12/11/2007   Niagara   03/03/2008   329639   205
206   SF 168   194773   Lode   MGI   12/11/2007   Niagara   03/03/2008   329640   206
207   SF 169   194774   Lode   MGI   12/11/2007   Niagara   03/03/2008   329641   207
208   SF 170   194775   Lode   MGI   12/11/2007   Niagara   03/03/2008   329642   208
209   SF 171   194776   Lode   MGI   12/11/2007   Niagara   03/03/2008   329643   209
210   SF 172   194777   Lode   MGI   12/11/2007   Niagara   03/03/2008   329644   210
211   SF 173   194778   Lode   MGI   12/11/2007   Niagara   03/03/2008   329645   211
212   SF 174   194779   Lode   MGI   12/11/2007   Niagara   03/03/2008   329646   212
213   SF 175   194780   Lode   MGI   12/11/2007   Niagara   03/03/2008   329647   213
214   SF 176   194781   Lode   MGI   12/11/2007   Niagara   03/03/2008   329648   214
215   SF 177   194782   Lode   MGI   12/11/2007   Niagara   03/03/2008   329649   215
216   SF 178   194783   Lode   MGI   12/11/2007   Niagara   03/03/2008   329650   216
217   SF 179   194784   Lode   MGI   12/11/2007   Niagara   03/03/2008   329651   217
218   SF 180   194785   Lode   MGI   12/11/2007   Niagara   03/03/2008   329652   218
219   SF 181   194786   Lode   MGI   12/11/2007   Niagara   03/03/2008   329653   219
220   SF 182   194787   Lode   MGI   12/11/2007   Niagara   03/03/2008   329654   220
221   SF 183   194788   Lode   MGI   12/11/2007   Niagara   03/03/2008   329655   221
222   SF 184   194789   Lode   MGI   12/11/2007   Niagara   03/03/2008   329656   222
223   SF 185   194790   Lode   MGI   12/11/2007   Niagara   03/03/2008   329657   223

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-15
 

  

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
224   SF 186   194791   Lode   MGI   12/11/2007   Niagara   03/03/2008   329658   224
225   SF 187   194792   Lode   MGI   12/11/2007   Niagara   03/03/2008   329659   225
226   SF 188   194793   Lode   MGI   12/11/2007   Niagara   03/03/2008   329660   226
227   SF 189   194794   Lode   MGI   12/11/2007   Niagara   03/03/2008   329661   227
228   SF 190   194795   Lode   MGI   12/11/2007   Niagara   03/03/2008   329662   228
229   SF 191   194796   Lode   MGI   12/11/2007   Niagara   03/03/2008   329663   229
230   SF 192   199740   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347158   230
231   SF 193   199741   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347159   231
232   SF 194   199742   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347160   232
233   SF 195   199743   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347161   233
234   SF 196   199744   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347162   234
235   SF 197   199745   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347164   235
236   SF 198   199746   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347163   236
237   SF 199   199747   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347165   237
238   SF 200   199748   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347166   238
239   SF 201   199749   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347167   239
240   SF 202   199750   Lode   MGI   09/17/2009   MGIAC   11/13/2009   347168   240
241   SF 203   199751   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347169   241
242   SF 204   199752   Lode   MGI   09/16/2009   MGIAC   11/13/2009   347170   242
243   SF 205   199753   Lode   MGI   09/18/2009   MGIAC   11/13/2009   347171   243
244   SF 206   199754   Lode   MGI   09/18/2009   MGIAC   11/13/2009   347172   244
245   SF 207   199755   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347173   245
246   SF 208   199756   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347174   246
247   SF 209   199757   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347175   247
248   SF 210   199758   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347176   248
249   SF 211   199759   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347177   249
250   SF 212   199760   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347178   250
251   SF 213   199761   Lode   MGI   09/18/2009   MGIAC   11/13/2009   347179   251

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-16
 

  

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
252   SF 214   199762   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347180   252
253   SF 215   199763   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347186   253
254   SF 216   199764   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347187   254
255   SF 217   199765   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347188   255
256   SF 218   199766   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347189   256
257   SF 219   199767   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347190   257
258   SF 220   199768   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347194   258
259   SF 221   199769   Lode   MGI   09/19/2009   MGIAC   11/13/2009   347195   259
260   SF 222   199770   Lode   MGI   09/18/2009   MGIAC   11/13/2009   347196   260
261   SF 223   200326   Lode   MGI   01/12/2001   MGI   02/16/2010   349501   261
262   SF 224   200327   Lode   MGI   01/12/2001   MGI   02/16/2010   349497   262
263   SF 225   200328   Lode   MGI   01/12/2001   MGI   02/16/2010   349500   263
264   SF 226   200329   Lode   MGI   01/12/2001   MGI   02/16/2010   349502   264
265   SF 227   200330   Lode   MGI   01/12/2001   MGI   02/16/2010   349503   265
266   SF 228   200331   Lode   MGI   01/12/2001   MGI   02/16/2010   349504   266
267   SF 229   200332   Lode   MGI   01/12/2001   MGI   02/16/2010   349505   267
268   SF 230   200333   Lode   MGI   01/12/2001   MGI   02/16/2010   349506   268
269   SF 231   200334   Lode   MGI   01/12/2001   MGI   02/16/2010   349507   269
270   SF 232   200335   Lode   MGI   01/12/2001   MGI   02/16/2010   349508   270
271   SF 233   200336   Lode   MGI   01/12/2001   MGI   02/16/2010   349509   271
272   SF 234   200337   Lode   MGI   01/12/2001   MGI   02/16/2010   349510   272
273   SF 235   201078   Lode   MGI   04/20/2010   MGI   06/11/2010   352443   273
274   SF 236   201079   Lode   MGI   04/20/2010   MGI   06/11/2010   352444   274
275   SF 237   201080   Lode   MGI   04/20/2010   MGI   06/11/2010   352445   275
276   SF 238   201081   Lode   MGI   04/20/2010   MGI   06/11/2010   352446   276
277   SF 239   201082   Lode   MGI   04/20/2010   MGI   06/11/2010   352447   277
278   SF 240   201083   Lode   MGI   04/20/2010   MGI   06/11/2010   352448   278
279   SF 241   201084   Lode   MGI   04/20/2010   MGI   06/11/2010   352449   279

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-17
 

  

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
280   SF 242   201085   Lode   MGI   04/20/2010   MGI   06/11/2010   352450   280
281   SF 243   201086   Lode   MGI   04/20/2010   MGI   06/11/2010   352451   281
282   SF 244   201087   Lode   MGI   04/20/2010   MGI   06/11/2010   352452   282
283   SF 245   201088   Lode   MGI   04/20/2010   MGI   06/11/2010   352453   283
284   SF 246   201089   Lode   MGI   04/20/2010   MGI   06/11/2010   352454   284
285   SF 247   201090   Lode   MGI   04/20/2010   MGI   06/11/2010   352457   285
286   SF 248   201091   Lode   MGI   04/20/2010   MGI   06/11/2010   352458   286
287   SF 249   201092   Lode   MGI   04/20/2010   MGI   06/11/2010   352459   287
288   SF 250   201093   Lode   MGI   04/20/2010   MGI   06/11/2010   352460   288
289   SF 251   201094   Lode   MGI   04/20/2010   MGI   06/11/2010   352461   289
290   SF 252   201095   Lode   MGI   04/20/2010   MGI   06/11/2010   352462   290
291   SF 253   201096   Lode   MGI   04/20/2010   MGI   06/11/2010   352463   291
292   SF 254   201097   Lode   MGI   04/20/2010   MGI   06/11/2010   352464   292
293   SF 255   201098   Lode   MGI   04/20/2010   MGI   06/11/2010   352389   293
294   SF 256   201099   Lode   MGI   04/20/2010   MGI   06/11/2010   352390   294
295   SF 257   201100   Lode   MGI   04/20/2010   MGI   06/11/2010   352392   295
296   SF 258   201101   Lode   MGI   04/20/2010   MGI   06/11/2010   352393   296
297   SF 259   201102   Lode   MGI   04/20/2010   MGI   06/11/2010   352394   297
298   SF 260   201103   Lode   MGI   04/20/2010   MGI   06/11/2010   352395   298
299   SF 261   201104   Lode   MGI   04/20/2010   MGI   06/11/2010   352397   299
300   SF 262   201105   Lode   MGI   04/20/2010   MGI   06/11/2010   352399   300
301   SF 263   201106   Lode   MGI   04/20/2010   MGI   06/11/2010   352401   301
302   SF 264   201107   Lode   MGI   04/20/2010   MGI   06/11/2010   352403   302
303   SF 265   201108   Lode   MGI   04/20/2010   MGI   06/11/2010   352405   303
304   SF 266   201109   Lode   MGI   04/20/2010   MGI   06/11/2010   352430   304
305   SF 267   201110   Lode   MGI   04/20/2010   MGI   06/11/2010   352431   305
306   SF 268   201111   Lode   MGI   04/20/2010   MGI   06/11/2010   352436   306
307   SF 269   201112   Lode   MGI   04/20/2010   MGI   06/11/2010   352437   307

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-18
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
308   SF 270   201113   Lode   MGI   04/20/2010   MGI   06/11/2010   352438   308
309   SF 271   201114   Lode   MGI   04/20/2010   MGI   06/11/2010   352439   309
310   SF 272   201115   Lode   MGI   04/20/2010   MGI   06/11/2010   352440   310
311   SF 273   201116   Lode   MGI   04/20/2010   MGI   06/11/2010   352441   311
312   SF 274   201117   Lode   MGI   04/20/2010   MGI   06/11/2010   352442   312
313   SF 275   201118   Lode   MGI   04/20/2010   MGI   06/11/2010   352443   313
314   SF 276   201119   Lode   MGI   04/20/2010   MGI   06/11/2010   352345   314
315   SF 277   201120   Lode   MGI   04/20/2010   MGI   06/11/2010   352351   315
316   SF 278   201121   Lode   MGI   04/20/2010   MGI   06/11/2010   352354   316
317   SF 279   201122   Lode   MGI   04/20/2010   MGI   06/11/2010   352355   317
318   SF 280   201123   Lode   MGI   04/20/2010   MGI   06/11/2010   352356   318
319   SF 281   201124   Lode   MGI   04/20/2010   MGI   06/11/2010   352357   319
320   SF 282   201125   Lode   MGI   04/20/2010   MGI   06/11/2010   352358   320
321   SF 283   201126   Lode   MGI   04/20/2010   MGI   06/11/2010   352359   321
322   SF 284   201127   Lode   MGI   04/20/2010   MGI   06/11/2010   352368   322
323   SF 285   201128   Lode   MGI   04/20/2010   MGI   06/11/2010   352370   323
324   SF 286   201129   Lode   MGI   04/20/2010   MGI   06/11/2010   352373   324
325   SF 287   201130   Lode   MGI   04/20/2010   MGI   06/11/2010   352375   325
326   SF 288   201131   Lode   MGI   04/20/2010   MGI   06/11/2010   352377   326
327   SF 289   201132   Lode   MGI   04/20/2010   MGI   06/11/2010   352379   327
328   SF 290   201133   Lode   MGI   04/20/2010   MGI   06/11/2010   352380   328
329   SF 291   201134   Lode   MGI   04/20/2010   MGI   06/11/2010   352381   329
330   SF 292   201135   Lode   MGI   04/20/2010   MGI   06/11/2010   352382   330
331   SF 293   201136   Lode   MGI   04/20/2010   MGI   06/11/2010   352384   331
332   SF 294   201137   Lode   MGI   04/20/2010   MGI   06/11/2010   352387   332
333   SF 295   201138   Lode   MGI   04/20/2010   MGI   06/11/2010   352413   333
334   SF 296   201139   Lode   MGI   04/20/2010   MGI   06/11/2010   352414   334
335   SF 297   201140   Lode   MGI   04/20/2010   MGI   06/11/2010   352415   335

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-19
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
336   SF 298   201141   Lode   MGI   04/20/2010   MGI   06/11/2010   352416   336
337   SF 299   201142   Lode   MGI   04/20/2010   MGI   06/11/2010   352417   337
338   SF 300   201143   Lode   MGI   04/20/2010   MGI   06/11/2010   352418   338
339   SF 301   201144   Lode   MGI   04/20/2010   MGI   06/11/2010   352419   339
340   SF 302   201145   Lode   MGI   04/20/2010   MGI   06/11/2010   352420   340
341   SF 303   201146   Lode   MGI   04/20/2010   MGI   06/11/2010   352421   341
342   SF 304   201147   Lode   MGI   04/20/2010   MGI   06/11/2010   352422   342
343   SF 305   201148   Lode   MGI   04/20/2010   MGI   06/11/2010   352423   343
344   SF 306   201149   Lode   MGI   04/20/2010   MGI   06/11/2010   352424   344
345   SF 307   201150   Lode   MGI   04/20/2010   MGI   06/11/2010   352425   345
346   SF 308   201151   Lode   MGI   04/20/2010   MGI   06/11/2010   352426   346
347   SF 309   201152   Lode   MGI   04/20/2010   MGI   06/11/2010   352427   347
348   SF 310   201153   Lode   MGI   04/20/2010   MGI   06/11/2010   352428   348
349   SF 311   201154   Lode   MGI   04/20/2010   MGI   06/11/2010   352429   349
350   SF 312   201155   Lode   MGI   04/20/2010   MGI   06/11/2010   352336   350
351   SF 313   201156   Lode   MGI   04/20/2010   MGI   06/11/2010   352339   351
352   SF 314   201157   Lode   MGI   04/20/2010   MGI   06/11/2010   352341   352
353   SF 315   201158   Lode   MGI   04/20/2010   MGI   06/11/2010   352374   353
354   SF 316   201159   Lode   MGI   04/20/2010   MGI   06/11/2010   352376   354
355   SF 317   201160   Lode   MGI   04/20/2010   MGI   06/11/2010   352378   355
356   SF 318   201161   Lode   MGI   04/20/2010   MGI   06/11/2010   352383   356
357   SF 319   201162   Lode   MGI   04/20/2010   MGI   06/11/2010   352385   357
358   SF 320   201163   Lode   MGI   04/20/2010   MGI   06/11/2010   352386   358
359   SF 321   201164   Lode   MGI   04/20/2010   MGI   06/11/2010   352388   359
360   SF 322   201165   Lode   MGI   04/20/2010   MGI   06/11/2010   352391   360
361   SF 323   201166   Lode   MGI   04/20/2010   MGI   06/11/2010   352396   361
362   SF 324   201167   Lode   MGI   04/20/2010   MGI   06/11/2010   352398   362
363   SF 325   201168   Lode   MGI   04/20/2010   MGI   06/11/2010   352400   363

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-20
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
364   SF 326   201169   Lode   MGI   04/20/2010   MGI   06/11/2010   352402   364
365   SF 327   201170   Lode   MGI   04/20/2010   MGI   06/11/2010   352404   365
366   SF 328   201171   Lode   MGI   04/20/2010   MGI   06/11/2010   352406   366
367   SF 329   201172   Lode   MGI   04/20/2010   MGI   06/11/2010   352407   367
368   SF 330   201173   Lode   MGI   04/20/2010   MGI   06/11/2010   352408   368
369   SF 331   201174   Lode   MGI   04/20/2010   MGI   06/11/2010   352409   369
370   SF 332   201175   Lode   MGI   04/20/2010   MGI   06/11/2010   352410   370
371   SF 333   201176   Lode   MGI   04/20/2010   MGI   06/11/2010   352411   371
372   SF 334   201177   Lode   MGI   04/20/2010   MGI   06/11/2010   352412   372
373   SF 335   201178   Lode   MGI   04/20/2010   MGI   06/11/2010   352333   373
374   SF 336   201179   Lode   MGI   04/20/2010   MGI   06/11/2010   352334   374
375   SF 337   201180   Lode   MGI   04/20/2010   MGI   06/11/2010   352335   375
376   SF 338   201181   Lode   MGI   04/20/2010   MGI   06/11/2010   352337   376
377   SF 339   201182   Lode   MGI   04/20/2010   MGI   06/11/2010   352338   377
378   SF 340   201183   Lode   MGI   04/20/2010   MGI   06/11/2010   352340   378
379   SF 341   201184   Lode   MGI   04/20/2010   MGI   06/11/2010   352342   379
380   SF 342   201185   Lode   MGI   04/20/2010   MGI   06/11/2010   352344   380
381   SF 343   201186   Lode   MGI   04/20/2010   MGI   06/11/2010   352346   381
382   SF 344   201187   Lode   MGI   04/20/2010   MGI   06/11/2010   352347   382
383   SF 345   201188   Lode   MGI   04/20/2010   MGI   06/11/2010   352348   383
384   SF 346   201189   Lode   MGI   04/20/2010   MGI   06/11/2010   352349   384
385   SF 347   201190   Lode   MGI   04/20/2010   MGI   06/11/2010   352350   385
386   SF 348   201191   Lode   MGI   04/20/2010   MGI   06/11/2010   352352   386
387   SF 349   201192   Lode   MGI   04/20/2010   MGI   06/11/2010   352353   387
388   SF 350   201193   Lode   MGI   04/20/2010   MGI   06/11/2010   352360   388
389   SF 351   201194   Lode   MGI   04/20/2010   MGI   06/11/2010   352367   389
390   SF 352   201195   Lode   MGI   04/20/2010   MGI   06/11/2010   352369   390
391   SF 353   201196   Lode   MGI   04/20/2010   MGI   06/11/2010   352371   391

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-21
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
392   SF 354   201197   Lode   MGI   04/20/2010   MGI   06/11/2010   352372   392
393   SF 355   201198   Lode   MGI   04/20/2010   MGI   06/11/2010   352302   393
394   SF 356   201199   Lode   MGI   04/20/2010   MGI   06/11/2010   352303   394
395   SF 357   201200   Lode   MGI   04/20/2010   MGI   06/11/2010   352304   395
396   SF 358   201201   Lode   MGI   04/20/2010   MGI   06/11/2010   352312   396
397   SF 359   201202   Lode   MGI   04/20/2010   MGI   06/11/2010   352313   397
398   SF 360   201203   Lode   MGI   04/20/2010   MGI   06/11/2010   352314   398
399   SF 361   201204   Lode   MGI   04/20/2010   MGI   06/11/2010   352315   399
400   SF 362   201205   Lode   MGI   04/20/2010   MGI   06/11/2010   352316   400
401   SF 363   201206   Lode   MGI   04/20/2010   MGI   06/11/2010   352317   401
402   SF 364   201207   Lode   MGI   04/20/2010   MGI   06/11/2010   352318   402
403   SF 365   201208   Lode   MGI   04/20/2010   MGI   06/11/2010   352319   403
404   SF 366   201209   Lode   MGI   04/21/2010   MGI   06/11/2010   352320   404
405   SF 367   201210   Lode   MGI   04/21/2010   MGI   06/11/2010   352321   405
406   SF 368   201211   Lode   MGI   04/21/2010   MGI   06/11/2010   352322   406
407   SF 369   201212   Lode   MGI   04/21/2010   MGI   06/11/2010   352323   407
408   SF 370   201213   Lode   MGI   04/21/2010   MGI   06/11/2010   352324   408
409   SF 371   201214   Lode   MGI   04/21/2010   MGI   06/11/2010   352325   409
410   SF 372   201215   Lode   MGI   04/21/2010   MGI   06/11/2010   352326   410
411   SF 373   201216   Lode   MGI   04/21/2010   MGI   06/11/2010   352331   411
412   SF 374   201217   Lode   MGI   04/21/2010   MGI   06/11/2010   352332   412
413   SF 375   201218   Lode   MGI   04/21/2010   MGI   06/11/2010   352275   413
414   SF 376   201219   Lode   MGI   04/21/2010   MGI   06/11/2010   352276   414
415   SF 377   201220   Lode   MGI   04/21/2010   MGI   06/11/2010   352277   415
416   SF 378   201221   Lode   MGI   04/21/2010   MGI   06/11/2010   352278   416
417   SF 379   201222   Lode   MGI   04/21/2010   MGI   06/11/2010   352279   417
418   SF 380   201223   Lode   MGI   04/21/2010   MGI   06/11/2010   352280   418
419   SF 381   201224   Lode   MGI   04/21/2010   MGI   06/11/2010   352281   419

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-22
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
420   SF 382   201225   Lode   MGI   04/21/2010   MGI   06/11/2010   352282   420
421   SF 383   201226   Lode   MGI   04/21/2010   MGI   06/11/2010   352283   421
422   SF 384   201227   Lode   MGI   04/21/2010   MGI   06/11/2010   352287   422
423   SF 385   201228   Lode   MGI   04/21/2010   MGI   06/11/2010   352288   423
424   SF 386   201229   Lode   MGI   04/21/2010   MGI   06/11/2010   352289   424
425   SF 387   201230   Lode   MGI   04/21/2010   MGI   06/11/2010   352293   425
426   SF 388   201231   Lode   MGI   04/21/2010   MGI   06/11/2010   352294   426
427   SF 389   201232   Lode   MGI   04/21/2010   MGI   06/11/2010   352295   427
428   SF 390   201233   Lode   MGI   04/21/2010   MGI   06/11/2010   352296   428
429   SF 391   201234   Lode   MGI   04/21/2010   MGI   06/11/2010   352298   429
430   SF 392   201235   Lode   MGI   04/21/2010   MGI   06/11/2010   352299   430
431   SF 393   201236   Lode   MGI   04/21/2010   MGI   06/11/2010   352300   431
432   SF 394   201237   Lode   MGI   04/21/2010   MGI   06/11/2010   352301   432
433   SF 395   201238   Lode   MGI   04/21/2010   MGI   06/11/2010   352252   433
434   SF 396   201239   Lode   MGI   04/21/2010   MGI   06/11/2010   352253   434
435   SF 397   201240   Lode   MGI   04/21/2010   MGI   06/11/2010   352254   435
436   SF 398   201241   Lode   MGI   04/21/2010   MGI   06/11/2010   352255   436
437   SF 399   201242   Lode   MGI   04/21/2010   MGI   06/11/2010   352257   437
438   SF 400   201243   Lode   MGI   04/21/2010   MGI   06/11/2010   352258   438
439   SF 401   201244   Lode   MGI   04/21/2010   MGI   06/11/2010   352259   439
440   SF 402   201245   Lode   MGI   04/21/2010   MGI   06/11/2010   352260   440
441   SF 403   201246   Lode   MGI   04/21/2010   MGI   06/11/2010   352261   441
442   SF 404   201247   Lode   MGI   04/21/2010   MGI   06/11/2010   352263   442
443   SF 405   201248   Lode   MGI   04/21/2010   MGI   06/11/2010   352264   443
444   SF 406   201249   Lode   MGI   04/21/2010   MGI   06/11/2010   352265   444
445   SF 407   201250   Lode   MGI   04/21/2010   MGI   06/11/2010   352270   445
446   SF 408   201251   Lode   MGI   04/21/2010   MGI   06/11/2010   352271   446
447   SF 409   201252   Lode   MGI   04/21/2010   MGI   06/11/2010   352272   447

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-23
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
448   SF 410   201253   Lode   MGI   04/21/2010   MGI   06/11/2010   352273   448
449   SF 411   201254   Lode   MGI   04/21/2010   MGI   06/11/2010   352274   449
450   SF 412   203035   Lode   MGI   10/28/2010   MGI   11/23/2010   356587   450
451   SF 413   203036   Lode   MGI   10/28/2010   MGI   11/23/2010   356589   451
452   SF 414   203037   Lode   MGI   10/28/2010   MGI   11/23/2010   356590   452
453   SF 415   203038   Lode   MGI   10/28/2010   MGI   11/23/2010   356591   453
454   SF 416   203039   Lode   MGI   10/28/2010   MGI   11/23/2010   356592   454
455   SF 417   203040   Lode   MGI   10/28/2010   MGI   11/23/2010   356593   455
456   SF 418   203041   Lode   MGI   10/28/2010   MGI   11/23/2010   356594   456
457   SF 419   203042   Lode   MGI   10/28/2010   MGI   11/23/2010   356595   457
458   SF 420   203043   Lode   MGI   10/28/2010   MGI   11/23/2010   356596   458
459   SF 421   203044   Lode   MGI   10/28/2010   MGI   11/23/2010   356597   459
460   SF 422   203045   Lode   MGI   10/28/2010   MGI   11/23/2010   356598   460
461   SF 423   203046   Lode   MGI   10/28/2010   MGI   11/23/2010   356599   461
462   SF 424   203047   Lode   MGI   10/28/2010   MGI   11/23/2010   356600   462
463   SF 425   203048   Lode   MGI   10/28/2010   MGI   11/23/2010   356614   463
464   SF 426   203049   Lode   MGI   10/28/2010   MGI   11/23/2010   356617   464
465   SF 427   203050   Lode   MGI   10/28/2010   MGI   11/23/2010   356619   465
466   SF 428   203051   Lode   MGI   10/28/2010   MGI   11/23/2010   356620   466
467   SF 429   203052   Lode   MGI   10/28/2010   MGI   11/23/2010   356621   467
468   SF 430   203053   Lode   MGI   10/28/2010   MGI   11/23/2010   356622   468
469   SF 431   203054   Lode   MGI   10/28/2010   MGI   11/23/2010   356608   469
470   SF 432   203055   Lode   MGI   10/28/2010   MGI   11/23/2010   356609   470
471   SF 433   203056   Lode   MGI   10/28/2010   MGI   11/23/2010   356610   471
472   SF 434   203057   Lode   MGI   10/28/2010   MGI   11/23/2010   356611   472
473   SF 435   203058   Lode   MGI   10/28/2010   MGI   11/23/2010   356612   473
474   SF 436   203059   Lode   MGI   10/28/2010   MGI   11/23/2010   356613   474
475   SF 437   203060   Lode   MGI   10/28/2010   MGI   11/23/2010   356615   475

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-24
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
476   SF 438   203061   Lode   MGI   10/28/2010   MGI   11/23/2010   356616   476
477   SF 439   203062   Lode   MGI   10/28/2010   MGI   11/23/2010   356618   477
478   SF 451   205314   Lode   MGI   06/20/2011   MGI   07/05/2011   361283   478
479   SF 452   205315   Lode   MGI   06/20/2011   MGI   07/05/2011   361282   479
480   SF 453 A   211429   Lode   MGI   08/18/2012   MGI   09/06/2012   371928   480
481   SF 456   206796   Lode   MGI   08/23/2011   MGI   11/08/2011   364063   481
482   SF 457   206797   Lode   MGI   08/23/2011   MGI   11/08/2011   364064   482
483   SF 458   206798   Lode   MGI   08/23/2011   MGI   11/08/2011   364065   483
484   SF 459   206799   Lode   MGI   08/23/2011   MGI   11/08/2011   364066   484
485   SF 460   206800   Lode   MGI   08/23/2011   MGI   11/08/2011   364067   485
486   SF 461   206801   Lode   MGI   08/23/2011   MGI   11/08/2011   364068   486
487   SF 462   206802   Lode   MGI   08/23/2011   MGI   11/08/2011   364069   487
488   SF 463   206803   Lode   MGI   08/23/2011   MGI   11/08/2011   364070   488
489   SF 464   206804   Lode   MGI   08/23/2011   MGI   11/08/2011   364071   489
490   SF 465   206805   Lode   MGI   08/23/2011   MGI   11/08/2011   364072   490
491   SF 466   206806   Lode   MGI   08/23/2011   MGI   11/08/2011   364073   491
492   SF 467   206807   Lode   MGI   08/23/2011   MGI   11/08/2011   364077   492
493   SF 468   206808   Lode   MGI   08/23/2011   MGI   11/08/2011   364078   493
494   SF 469   206809   Lode   MGI   08/23/2011   MGI   11/08/2011   364079   494
495   SF 470   206810   Lode   MGI   08/23/2011   MGI   11/08/2011   364080   495
496   SF 471   206811   Lode   MGI   08/23/2011   MGI   11/08/2011   364081   496
497   SF 472   206812   Lode   MGI   08/23/2011   MGI   11/08/2011   364082   497
498   SF 473   206813   Lode   MGI   08/23/2011   MGI   11/08/2011   364083   498
499   SF 474   206814   Lode   MGI   08/23/2011   MGI   11/08/2011   364084   499
500   SF 475   206815   Lode   MGI   08/23/2011   MGI   11/08/2011   364085   500
501   SF 476   206816   Lode   MGI   08/23/2011   MGI   11/08/2011   364086   501
502   SF 477   206817   Lode   MGI   08/23/2011   MGI   11/08/2011   364087   502
503   SF 478   206818   Lode   MGI   08/23/2011   MGI   11/08/2011   364088   503

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-25
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
504   SF 479   206819   Lode   MGI   08/23/2011   MGI   11/08/2011   364089   504
505   SF 480   206820   Lode   MGI   08/23/2011   MGI   11/08/2011   364090   505
506   SF 481   206821   Lode   MGI   08/23/2011   MGI   11/08/2011   364091   506
507   SF 482   206822   Lode   MGI   08/23/2011   MGI   11/08/2011   364092   507
508   SF 483   206823   Lode   MGI   08/23/2011   MGI   11/08/2011   364093   508
509   SF 484   206824   Lode   MGI   08/23/2011   MGI   11/08/2011   364094   509
510   SF 485   206825   Lode   MGI   08/23/2011   MGI   11/08/2011   364095   510
511   SF 486   206826   Lode   MGI   08/23/2011   MGI   11/08/2011   364096   511
512   SF 487   206827   Lode   MGI   08/23/2011   MGI   11/08/2011   364097   512
513   SF 488   206828   Lode   MGI   08/24/2011   MGI   11/08/2011   364098   513
514   SF 489   206829   Lode   MGI   08/24/2011   MGI   11/08/2011   364099   514
515   SF 490   206830   Lode   MGI   08/24/2011   MGI   11/08/2011   364100   515
516   SF 491   206831   Lode   MGI   08/24/2011   MGI   11/08/2011   364101   516
517   SF 492   206832   Lode   MGI   08/24/2011   MGI   11/08/2011   364102   517
518   SF 493   206833   Lode   MGI   08/24/2011   MGI   11/08/2011   364103   518
519   SF 494   206834   Lode   MGI   08/24/2011   MGI   11/08/2011   364104   519
520   SF 495   206835   Lode   MGI   08/24/2011   MGI   11/08/2011   364105   520
521   SF 496   206836   Lode   MGI   08/24/2011   MGI   11/08/2011   364106   521
522   SF 497   206837   Lode   MGI   08/24/2011   MGI   11/08/2011   364107   522
523   SF 498   206838   Lode   MGI   08/24/2011   MGI   11/08/2011   364108   523
524   SF 499   206839   Lode   MGI   08/24/2011   MGI   11/08/2011   364109   524
525   SF 500   206840   Lode   MGI   08/24/2011   MGI   11/08/2011   364112   525
526   SF 501   206841   Lode   MGI   08/24/2011   MGI   11/08/2011   364113   526
527   SF 502   206842   Lode   MGI   08/24/2011   MGI   11/08/2011   364114   527
528   SF 503   206843   Lode   MGI   08/24/2011   MGI   11/08/2011   364115   528
529   SF 504   206844   Lode   MGI   08/24/2011   MGI   11/08/2011   364116   529
530   SF 505   206845   Lode   MGI   08/24/2011   MGI   11/08/2011   364117   530
531   SF 506   206846   Lode   MGI   08/24/2011   MGI   11/08/2011   364118   531

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-26
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
532   SF 507   206847   Lode   MGI   08/24/2011   MGI   11/08/2011   364121   532
533   SF 508   206848   Lode   MGI   08/24/2011   MGI   11/08/2011   364122   533
534   SF 509   206849   Lode   MGI   08/24/2011   MGI   11/08/2011   364123   534
535   SF 510   206850   Lode   MGI   08/24/2011   MGI   11/08/2011   364124   535
536   SF 511   206851   Lode   MGI   08/24/2011   MGI   11/08/2011   364125   536
537   SF 512   206852   Lode   MGI   08/24/2011   MGI   11/08/2011   364126   537
538   SF 513   206853   Lode   MGI   08/24/2011   MGI   11/08/2011   364127   538
539   SF 514   206854   Lode   MGI   08/27/2011   MGI   11/08/2011   364128   539
540   SF 515   206855   Lode   MGI   08/27/2011   MGI   11/08/2011   364129   540
541   SF 516   206856   Lode   MGI   08/27/2011   MGI   11/08/2011   364130   541
542   SF 517   206857   Lode   MGI   08/27/2011   MGI   11/08/2011   364131   542
543   SF 518   206858   Lode   MGI   08/27/2011   MGI   11/08/2011   364132   543
544   SF 519   206859   Lode   MGI   08/27/2011   MGI   11/08/2011   364133   544
545   SF 520   206860   Lode   MGI   08/27/2011   MGI   11/08/2011   364134   545
546   SF 521   206861   Lode   MGI   08/24/2011   MGI   11/08/2011   364135   546
547   SF 522   206862   Lode   MGI   08/24/2011   MGI   11/08/2011   364136   547
548   SF 523   206863   Lode   MGI   08/24/2011   MGI   11/08/2011   364137   548
549   SF 524   206864   Lode   MGI   08/24/2011   MGI   11/08/2011   364138   549
550   SF 525   206865   Lode   MGI   08/24/2011   MGI   11/08/2011   364139   550
551   SF 526   206866   Lode   MGI   08/24/2011   MGI   11/08/2011   364140   551
552   SF 527   206867   Lode   MGI   08/24/2011   MGI   11/08/2011   364142   552
553   SF 528   206868   Lode   MGI   08/24/2011   MGI   11/08/2011   364143   553
554   SF 529   206869   Lode   MGI   08/24/2011   MGI   11/08/2011   364144   554
555   SF 530   206870   Lode   MGI   08/24/2011   MGI   11/08/2011   364145   555
556   SF 531   206871   Lode   MGI   08/24/2011   MGI   11/08/2011   364146   556
557   SF 532   206872   Lode   MGI   08/24/2011   MGI   11/08/2011   364147   557
558   SF 533   206873   Lode   MGI   08/24/2011   MGI   11/08/2011   364149   558
559   SF 534   206874   Lode   MGI   08/24/2011   MGI   11/08/2011   364150   559

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-27
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
560   SF 535   206875   Lode   MGI   08/24/2011   MGI   11/08/2011   364152   560
561   SF 536   206876   Lode   MGI   08/24/2011   MGI   11/08/2011   364153   561
562   SF 537   206877   Lode   MGI   08/24/2011   MGI   11/08/2011   364156   562
563   SF 538   206878   Lode   MGI   08/24/2011   MGI   11/08/2011   364157   563
564   SF 539   206879   Lode   MGI   08/24/2011   MGI   11/08/2011   364158   564
565   SF 540   206880   Lode   MGI   08/24/2011   MGI   11/08/2011   364159   565
566   SF 541   206881   Lode   MGI   08/24/2011   MGI   11/08/2011   364160   566
567   SF 542   206882   Lode   MGI   08/24/2011   MGI   11/08/2011   364161   567
568   SF 543   206883   Lode   MGI   08/24/2011   MGI   11/08/2011   364162   568
569   SF 544   206884   Lode   MGI   08/24/2011   MGI   11/08/2011   364163   569
570   SF 545   206885   Lode   MGI   08/24/2011   MGI   11/08/2011   364164   570
571   SF 546   206886   Lode   MGI   08/24/2011   MGI   11/08/2011   364165   571
572   SF 547   206887   Lode   MGI   08/24/2011   MGI   11/08/2011   364166   572
573   SF 548   206888   Lode   MGI   08/24/2011   MGI   11/08/2011   364167   573
574   SF 549   206889   Lode   MGI   08/24/2011   MGI   11/08/2011   364168   574
575   SF 550   206890   Lode   MGI   08/24/2011   MGI   11/08/2011   364169   575
576   SF 551   206891   Lode   MGI   08/24/2011   MGI   11/08/2011   364170   576
577   SF 552   206892   Lode   MGI   08/24/2011   MGI   11/08/2011   364171   577
578   SF 553   206893   Lode   MGI   08/24/2011   MGI   11/08/2011   364172   578
579   SF 554   206894   Lode   MGI   08/24/2011   MGI   11/08/2011   364173   579
580   SF 555   206895   Lode   MGI   08/24/2011   MGI   11/08/2011   364174   580
581   SF 556   206896   Lode   MGI   08/24/2011   MGI   11/08/2011   364175   581
582   SF 557   206897   Lode   MGI   08/24/2011   MGI   11/08/2011   364176   582
583   SF 558   206898   Lode   MGI   08/24/2011   MGI   11/08/2011   364177   583
584   SF 559   206899   Lode   MGI   08/24/2011   MGI   11/08/2011   364178   584
585   SF 560   206900   Lode   MGI   08/24/2011   MGI   11/08/2011   364179   585
586   SF 561   206901   Lode   MGI   08/24/2011   MGI   11/08/2011   364180   586
587   SF 562   206902   Lode   MGI   08/24/2011   MGI   11/08/2011   364181   587

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-28
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
588   SF 563   206903   Lode   MGI   08/24/2011   MGI   11/08/2011   364182   588
589   SF 564   206904   Lode   MGI   08/24/2011   MGI   11/08/2011   364183   589
590   SF 565   206905   Lode   MGI   08/24/2011   MGI   11/08/2011   364184   590
591   SF 566   206906   Lode   MGI   08/24/2011   MGI   11/08/2011   364185   591
592   SF 567   206907   Lode   MGI   08/24/2011   MGI   11/08/2011   364186   592
593   SF 568   206908   Lode   MGI   08/24/2011   MGI   11/08/2011   364187   593
594   SF 569   206909   Lode   MGI   08/24/2011   MGI   11/08/2011   364188   594
595   SF 570   206910   Lode   MGI   08/24/2011   MGI   11/08/2011   364189   595
596   SF 571   206911   Lode   MGI   08/24/2011   MGI   11/08/2011   364190   596
597   SF 572   206912   Lode   MGI   08/24/2011   MGI   11/08/2011   364191   597
598   SF 573   206913   Lode   MGI   08/24/2011   MGI   11/08/2011   364192   598
599   SF 574   206914   Lode   MGI   08/24/2011   MGI   11/08/2011   364193   599
600   SF 575   206915   Lode   MGI   08/24/2011   MGI   11/08/2011   364194   600
601   SF 576   206916   Lode   MGI   08/24/2011   MGI   11/08/2011   364195   601
602   SF 577   206917   Lode   MGI   08/24/2011   MGI   11/08/2011   364196   602
603   SF 578   206918   Lode   MGI   08/24/2011   MGI   11/08/2011   364197   603
604   SF 579   206919   Lode   MGI   08/24/2011   MGI   11/08/2011   364198   604
605   SF 580   206920   Lode   MGI   08/24/2011   MGI   11/08/2011   364199   605
606   SF 581   206921   Lode   MGI   08/24/2011   MGI   11/08/2011   364200   606
607   SF 582   206922   Lode   MGI   08/24/2011   MGI   11/08/2011   364201   607
608   SF 583   206923   Lode   MGI   08/24/2011   MGI   11/08/2011   364202   608
609   SF 584   206924   Lode   MGI   08/24/2011   MGI   11/08/2011   364203   609
610   SF 585   206925   Lode   MGI   08/24/2011   MGI   11/08/2011   364204   610
611   SF 586   206926   Lode   MGI   08/24/2011   MGI   11/08/2011   364205   611
612   SF 587   206927   Lode   MGI   08/24/2011   MGI   11/08/2011   364206   612
613   SF 588   206928   Lode   MGI   08/24/2011   MGI   11/08/2011   364207   613
614   SF 589   206929   Lode   MGI   08/24/2011   MGI   11/08/2011   364212   614
615   SF 590   206930   Lode   MGI   08/24/2011   MGI   11/08/2011   364213   615

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-29
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
616   SF 591   206931   Lode   MGI   08/24/2011   MGI   11/08/2011   364214   616
617   SF 592   206932   Lode   MGI   08/24/2011   MGI   11/08/2011   364215   617
618   SF 593   206933   Lode   MGI   08/26/2011   MGI   11/08/2011   364216   618
619   SF 594   206934   Lode   MGI   08/26/2011   MGI   11/08/2011   364217   619
620   SF 595   206935   Lode   MGI   08/26/2011   MGI   11/08/2011   364218   620
621   SF 596   206936   Lode   MGI   08/26/2011   MGI   11/08/2011   364219   621
622   SF 597   206937   Lode   MGI   08/26/2011   MGI   11/08/2011   364220   622
623   SF 598   206938   Lode   MGI   08/26/2011   MGI   11/08/2011   364221   623
624   SF 599   206939   Lode   MGI   08/26/2011   MGI   11/08/2011   364222   624
625   SF 600   207007   Lode   MGI   08/26/2011   MGI   11/09/2011   364223   625
626   SF 601   207008   Lode   MGI   08/26/2011   MGI   11/09/2011   364224   626
627   SF 602   207009   Lode   MGI   08/26/2011   MGI   11/09/2011   364225   627
628   SF 603   207010   Lode   MGI   08/26/2011   MGI   11/09/2011   364226   628
629   SF 604   207011   Lode   MGI   08/26/2011   MGI   11/09/2011   364227   629
630   SF 605   207012   Lode   MGI   08/26/2011   MGI   11/09/2011   364228   630
631   SF 606   207013   Lode   MGI   08/26/2011   MGI   11/09/2011   364229   631
632   SF 607   207014   Lode   MGI   08/26/2011   MGI   11/09/2011   364230   632
633   SF 608   207015   Lode   MGI   08/26/2011   MGI   11/09/2011   364231   633
634   SF 609   207016   Lode   MGI   08/26/2011   MGI   11/09/2011   364232   634
635   SF 610   207017   Lode   MGI   08/26/2011   MGI   11/09/2011   364233   635
636   SF 611   207018   Lode   MGI   08/26/2011   MGI   11/09/2011   364234   636
637   SF 612   207019   Lode   MGI   08/26/2011   MGI   11/09/2011   364235   637
638   SF 613   207020   Lode   MGI   08/25/2011   MGI   11/09/2011   364236   638
639   SF 614   207021   Lode   MGI   08/25/2011   MGI   11/09/2011   364237   639
640   SF 615   207022   Lode   MGI   08/25/2011   MGI   11/09/2011   364238   640
641   SF 616   207023   Lode   MGI   08/26/2011   MGI   11/09/2011   364239   641
642   SF 617   207024   Lode   MGI   08/26/2011   MGI   11/09/2011   364240   642
643   SF 618   207025   Lode   MGI   08/26/2011   MGI   11/09/2011   364241   643

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-30
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
644   SF 619   207026   Lode   MGI   08/26/2011   MGI   11/09/2011   364242   644
645   SF 620   207027   Lode   MGI   08/26/2011   MGI   11/09/2011   364243   645
646   SF 621   207028   Lode   MGI   08/26/2011   MGI   11/09/2011   364245   646
647   SF 622   207029   Lode   MGI   08/26/2011   MGI   11/09/2011   364246   647
648   SF 623   207030   Lode   MGI   08/26/2011   MGI   11/09/2011   364247   648
649   SF 624   207031   Lode   MGI   08/26/2011   MGI   11/09/2011   364248   649
650   SF 625   207032   Lode   MGI   08/26/2011   MGI   11/09/2011   364249   650
651   SF 626   207033   Lode   MGI   08/26/2011   MGI   11/09/2011   364250   651
652   SF 627   207034   Lode   MGI   08/26/2011   MGI   11/09/2011   364251   652
653   SF 628   207035   Lode   MGI   08/26/2011   MGI   11/09/2011   364252   653
654   SF 629   207036   Lode   MGI   08/26/2011   MGI   11/09/2011   364253   654
655   SF 630   207037   Lode   MGI   08/26/2011   MGI   11/09/2011   364254   655
656   SF 631   207038   Lode   MGI   08/26/2011   MGI   11/09/2011   364255   656
657   SF 632   207039   Lode   MGI   08/26/2011   MGI   11/09/2011   364256   657
658   SF 633   207040   Lode   MGI   08/26/2011   MGI   11/09/2011   364257   658
659   SF 634   207041   Lode   MGI   08/26/2011   MGI   11/09/2011   364258   659
660   SF 635   207042   Lode   MGI   08/26/2011   MGI   11/09/2011   364259   660
661   SF 636   207043   Lode   MGI   08/25/2011   MGI   11/09/2011   364260   661
662   SF 637   207044   Lode   MGI   08/25/2011   MGI   11/09/2011   364261   662
663   SF 638   207045   Lode   MGI   08/25/2011   MGI   11/09/2011   364262   663
664   SF 641   207046   Lode   MGI   08/27/2011   MGI   11/09/2011   364263   664
665   SF 642   207047   Lode   MGI   08/27/2011   MGI   11/09/2011   364264   665
666   SF 643   207048   Lode   MGI   08/27/2011   MGI   11/09/2011   364265   666
667   SF 644   207049   Lode   MGI   08/27/2011   MGI   11/09/2011   364266   667
668   SF 645   207050   Lode   MGI   08/25/2011   MGI   11/09/2011   364267   668
669   SF 646   207051   Lode   MGI   08/25/2011   MGI   11/09/2011   364268   669
670   SF 647   207052   Lode   MGI   08/25/2011   MGI   11/09/2011   364269   670
671   SF 648   207053   Lode   MGI   08/25/2011   MGI   11/09/2011   364270   671

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-31
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
672   SF 649   207054   Lode   MGI   08/25/2011   MGI   11/09/2011   364271   672
673   SF 650   207062   Lode   MGI   08/25/2011   MGI   11/09/2011   364272   673
674   SF 651   207063   Lode   MGI   08/25/2011   MGI   11/09/2011   364273   674
675   SF 652   207064   Lode   MGI   08/25/2011   MGI   11/09/2011   364274   675
676   SF 653   207065   Lode   MGI   08/25/2011   MGI   11/09/2011   364275   676
677   SF 654   207066   Lode   MGI   08/25/2011   MGI   11/09/2011   364276   677
678   SF 655   207067   Lode   MGI   08/25/2011   MGI   11/09/2011   364277   678
679   SF 656   207068   Lode   MGI   08/25/2011   MGI   11/09/2011   364278   679
680   SF 657   207069   Lode   MGI   08/25/2011   MGI   11/09/2011   364279   680
681   SF 658   207070   Lode   MGI   08/25/2011   MGI   11/09/2011   364280   681
682   SF 659   207071   Lode   MGI   08/25/2011   MGI   11/09/2011   364281   682
683   SF 660   207072   Lode   MGI   08/25/2011   MGI   11/09/2011   364282   683
684   SF 661   207073   Lode   MGI   08/25/2011   MGI   11/09/2011   364283   684
685   SF 662   207074   Lode   MGI   08/25/2011   MGI   11/09/2011   364284   685
686   SF 663   207075   Lode   MGI   08/25/2011   MGI   11/09/2011   364285   686
687   SF 664   207076   Lode   MGI   08/25/2011   MGI   11/09/2011   364286   687
688   SF 665   207077   Lode   MGI   08/25/2011   MGI   11/09/2011   364287   688
689   SF 666   207078   Lode   MGI   08/25/2011   MGI   11/09/2011   364288   689
690   SF 667   207079   Lode   MGI   08/25/2011   MGI   11/09/2011   364289   690
691   SF 668   207080   Lode   MGI   08/25/2011   MGI   11/09/2011   364290   691
692   SF 669   207081   Lode   MGI   08/25/2011   MGI   11/09/2011   364291   692
693   SF 670   207082   Lode   MGI   08/23/2011   MGI   11/09/2011   364292   693
694   SF 671   207083   Lode   MGI   08/23/2011   MGI   11/09/2011   364293   694
695   SF 672   207084   Lode   MGI   08/23/2011   MGI   11/09/2011   364294   695
696   SF 673   207085   Lode   MGI   08/23/2011   MGI   11/09/2011   364295   696
697   SF 674   207086   Lode   MGI   08/23/2011   MGI   11/09/2011   364296   697
698   SF 675   207087   Lode   MGI   08/18/2011   MGI   11/09/2011   364297   698
699   SF 676   207088   Lode   MGI   08/18/2011   MGI   11/09/2011   364298   699

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-32
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
700   SF 677   207089   Lode   MGI   08/23/2011   MGI   11/09/2011   364299   700
701   SF 678   207090   Lode   MGI   08/23/2011   MGI   11/09/2011   364300   701
702   SF 679   207091   Lode   MGI   08/23/2011   MGI   11/09/2011   364301   702
703   SF 680   207092   Lode   MGI   08/23/2011   MGI   11/09/2011   364302   703
704   SF 681   207093   Lode   MGI   08/23/2011   MGI   11/09/2011   364303   704
705   SF 682   207094   Lode   MGI   08/23/2011   MGI   11/09/2011   364304   705
706   SF 683   207095   Lode   MGI   08/23/2011   MGI   11/09/2011   364305   706
707   SF 684   207096   Lode   MGI   08/23/2011   MGI   11/09/2011   364306   707
708   SF 685   207097   Lode   MGI   08/23/2011   MGI   11/09/2011   364307   708
709   SF 686   207098   Lode   MGI   08/23/2011   MGI   11/09/2011   364308   709
710   SF 687   207099   Lode   MGI   08/23/2011   MGI   11/09/2011   364309   710
711   SF 688   207100   Lode   MGI   08/23/2011   MGI   11/09/2011   364310   711
712   SF 689   207101   Lode   MGI   08/23/2011   MGI   11/09/2011   364311   712
713   SF 690   207102   Lode   MGI   08/23/2011   MGI   11/09/2011   364312   713
714   SF 691   207103   Lode   MGI   08/23/2011   MGI   11/09/2011   364313   714
715   SF 692   207104   Lode   MGI   08/23/2011   MGI   11/09/2011   364314   715
716   SF 693   207105   Lode   MGI   08/23/2011   MGI   11/09/2011   364315   716
717   SF 694   207106   Lode   MGI   08/23/2011   MGI   11/09/2011   364316   717
718   SF 695   207107   Lode   MGI   08/23/2011   MGI   11/09/2011   364317   718
719   SF 696   207108   Lode   MGI   08/23/2011   MGI   11/09/2011   364318   719
720   SF 697   207109   Lode   MGI   08/23/2011   MGI   11/09/2011   364319   720
721   SF 698   207110   Lode   MGI   08/23/2011   MGI   11/09/2011   364320   721
722   SF 699   207111   Lode   MGI   08/23/2011   MGI   11/09/2011   364321   722
723   SF 700   207112   Lode   MGI   08/23/2011   MGI   11/09/2011   364322   723
724   SF 701   207113   Lode   MGI   08/23/2011   MGI   11/09/2011   364329   724
725   SF 702   207114   Lode   MGI   08/23/2011   MGI   11/09/2011   364330   725
726   SF 703   207115   Lode   MGI   08/23/2011   MGI   11/09/2011   364331   726
727   SF 704   207174   Lode   MGI   09/19/2011   MGI   11/10/2011   364479   727

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-33
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
728   SF 705   207175   Lode   MGI   09/19/2011   MGI   11/10/2011   364480   728
729   SF 706   207176   Lode   MGI   09/19/2011   MGI   11/10/2011   364481   729
730   SF 707   207177   Lode   MGI   09/19/2011   MGI   11/10/2011   364482   730
731   SF 708   207178   Lode   MGI   09/19/2011   MGI   11/10/2011   364483   731
732   SF 709   207179   Lode   MGI   09/19/2011   MGI   11/10/2011   364484   732
733   SF 710   207180   Lode   MGI   09/19/2011   MGI   11/10/2011   364485   733
734   SF 711   207181   Lode   MGI   09/19/2011   MGI   11/10/2011   364486   734
735   SF 712   207182   Lode   MGI   09/19/2011   MGI   11/10/2011   364487   735
736   SF 713   207183   Lode   MGI   09/19/2011   MGI   11/10/2011   364488   736
737   SF 714   207184   Lode   MGI   09/19/2011   MGI   11/10/2011   364489   737
738   SF 715   207185   Lode   MGI   09/19/2011   MGI   11/10/2011   364490   738
739   SF 716   207186   Lode   MGI   09/19/2011   MGI   11/10/2011   364491   739
740   SF 717   207187   Lode   MGI   09/19/2011   MGI   11/10/2011   364492   740
741   SF 718   207188   Lode   MGI   09/19/2011   MGI   11/10/2011   364493   741
742   SF 719   207189   Lode   MGI   09/19/2011   MGI   11/10/2011   364494   742
743   SF 720   207190   Lode   MGI   09/19/2011   MGI   11/10/2011   364495   743
744   SF 721   206940   Lode   MGI   08/30/2011   MGI   11/09/2011   364332   744
745   SF 722   206941   Lode   MGI   08/30/2011   MGI   11/09/2011   364333   745
746   SF 723   206942   Lode   MGI   08/30/2011   MGI   11/09/2011   364334   746
747   SF 724   206943   Lode   MGI   08/30/2011   MGI   11/09/2011   364335   747
748   SF 725   206944   Lode   MGI   08/30/2011   MGI   11/09/2011   364336   748
749   SF 726   206945   Lode   MGI   08/30/2011   MGI   11/09/2011   364337   749
750   SF 727   206946   Lode   MGI   08/30/2011   MGI   11/09/2011   364338   750
751   SF 728   206947   Lode   MGI   08/30/2011   MGI   11/09/2011   364339   751
752   SF 729   206948   Lode   MGI   08/30/2011   MGI   11/09/2011   364340   752
753   SF 730   206949   Lode   MGI   08/30/2011   MGI   11/09/2011   364341   753
754   SF 731   206950   Lode   MGI   08/30/2011   MGI   11/09/2011   364342   754
755   SF 732   206951   Lode   MGI   08/30/2011   MGI   11/09/2011   364343   755

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-34
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
756   SF 733   206952   Lode   MGI   08/30/2011   MGI   11/09/2011   364344   756
757   SF 734   206953   Lode   MGI   08/30/2011   MGI   11/09/2011   364345   757
758   SF 735   206954   Lode   MGI   08/29/2011   MGI   11/09/2011   364346   758
759   SF 736   206955   Lode   MGI   08/29/2011   MGI   11/09/2011   364347   759
760   SF 737   206956   Lode   MGI   08/29/2011   MGI   11/09/2011   364348   760
761   SF 738   206957   Lode   MGI   08/29/2011   MGI   11/09/2011   364349   761
762   SF 739   206958   Lode   MGI   08/29/2011   MGI   11/09/2011   364350   762
763   SF 740   206959   Lode   MGI   08/29/2011   MGI   11/09/2011   364351   763
764   SF 741   206960   Lode   MGI   08/29/2011   MGI   11/09/2011   364352   764
765   SF 742   206961   Lode   MGI   08/29/2011   MGI   11/09/2011   364353   765
766   SF 743   206962   Lode   MGI   08/29/2011   MGI   11/09/2011   364354   766
767   SF 744   206963   Lode   MGI   08/29/2011   MGI   11/09/2011   364355   767
768   SF 745   206964   Lode   MGI   08/29/2011   MGI   11/09/2011   364356   768
769   SF 746   206965   Lode   MGI   08/29/2011   MGI   11/09/2011   364357   769
770   SF 747   206966   Lode   MGI   08/29/2011   MGI   11/09/2011   364358   770
771   SF 748   206967   Lode   MGI   08/29/2011   MGI   11/09/2011   364359   771
772   SF 749   206968   Lode   MGI   08/29/2011   MGI   11/09/2011   364360   772
773   SF 750   206969   Lode   MGI   08/29/2011   MGI   11/09/2011   364361   773
774   SF 751   206970   Lode   MGI   08/29/2011   MGI   11/09/2011   364362   774
775   SF 752   206971   Lode   MGI   08/29/2011   MGI   11/09/2011   364363   775
776   SF 753   206972   Lode   MGI   08/30/2011   MGI   11/09/2011   364364   776
777   SF 754   206973   Lode   MGI   08/30/2011   MGI   11/09/2011   364365   777
778   SF 755   206974   Lode   MGI   08/30/2011   MGI   11/09/2011   364366   778
779   SF 756   206975   Lode   MGI   08/30/2011   MGI   11/09/2011   364367   779
780   SF 757   206976   Lode   MGI   08/30/2011   MGI   11/09/2011   364368   780
781   SF 758   206977   Lode   MGI   08/30/2011   MGI   11/09/2011   364369   781
782   SF 759   206978   Lode   MGI   08/30/2011   MGI   11/09/2011   364370   782
783   SF 760   206979   Lode   MGI   08/30/2011   MGI   11/09/2011   364371   783

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-35
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
784   SF 761   206980   Lode   MGI   08/30/2011   MGI   11/09/2011   364372   784
785   SF 762   206981   Lode   MGI   08/30/2011   MGI   11/09/2011   364373   785
786   SF 763   206982   Lode   MGI   08/30/2011   MGI   11/09/2011   364374   786
787   SF 764   206983   Lode   MGI   08/30/2011   MGI   11/09/2011   364375   787
788   SF 765   206984   Lode   MGI   08/30/2011   MGI   11/09/2011   364376   788
789   SF 766   206985   Lode   MGI   08/30/2011   MGI   11/09/2011   364377   789
790   SF 767   206986   Lode   MGI   08/30/2011   MGI   11/09/2011   364378   790
791   SF 768   206987   Lode   MGI   08/30/2011   MGI   11/09/2011   364379   791
792   SF 769   206988   Lode   MGI   08/30/2011   MGI   11/09/2011   364380   792
793   SF 770   206989   Lode   MGI   08/30/2011   MGI   11/09/2011   364381   793
794   SF 771   206990   Lode   MGI   08/30/2011   MGI   11/09/2011   364382   794
795   SF 772   206991   Lode   MGI   08/30/2011   MGI   11/09/2011   364383   795
796   SF 773   206992   Lode   MGI   08/30/2011   MGI   11/09/2011   364384   796
797   SF 774   206993   Lode   MGI   08/30/2011   MGI   11/09/2011   364385   797
798   SF 775   206994   Lode   MGI   08/30/2011   MGI   11/09/2011   364386   798
799   SF 776   206995   Lode   MGI   08/30/2011   MGI   11/09/2011   364387   799
800   SF 777   206996   Lode   MGI   08/29/2011   MGI   11/09/2011   364388   800
801   SF 778   206997   Lode   MGI   08/29/2011   MGI   11/09/2011   364389   801
802   SF 779   206998   Lode   MGI   08/29/2011   MGI   11/09/2011   364390   802
803   SF 780   206999   Lode   MGI   08/29/2011   MGI   11/09/2011   364391   803
804   SF 781   207000   Lode   MGI   08/29/2011   MGI   11/09/2011   364392   804
805   SF 782   207001   Lode   MGI   08/29/2011   MGI   11/09/2011   364393   805
806   SF 783   207002   Lode   MGI   08/29/2011   MGI   11/09/2011   364394   806
807   SF 784   207003   Lode   MGI   08/29/2011   MGI   11/09/2011   364395   807
808   SF 785   207004   Lode   MGI   08/29/2011   MGI   11/09/2011   364396   808
809   SF 786   207005   Lode   MGI   08/30/2011   MGI   11/09/2011   364397   809
810   SF 787   207006   Lode   MGI   08/30/2011   MGI   11/09/2011   364398   810
811   SF 788   207191   Lode   MGI   09/07/2011   MGI   11/10/2011   364496   811

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-36
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
812   SF 789   207192   Lode   MGI   09/07/2011   MGI   11/10/2011   364497   812
813   SF 790   207193   Lode   MGI   09/07/2011   MGI   11/10/2011   364498   813
814   SF 791   207194   Lode   MGI   09/07/2011   MGI   11/10/2011   364499   814
815   SF 792   207195   Lode   MGI   09/07/2011   MGI   11/10/2011   364500   815
816   SF 793   207196   Lode   MGI   09/07/2011   MGI   11/10/2011   364501   816
817   SF 794   207197   Lode   MGI   09/07/2011   MGI   11/10/2011   364502   817
818   SF 795   207198   Lode   MGI   09/07/2011   MGI   11/10/2011   364503   818
819   SF 796   207199   Lode   MGI   09/07/2011   MGI   11/10/2011   364504   819
820   SF 797   207200   Lode   MGI   09/07/2011   MGI   11/10/2011   364505   820
821   SF 798   207201   Lode   MGI   09/07/2011   MGI   11/10/2011   364506   821
822   SF 799   207202   Lode   MGI   09/07/2011   MGI   11/10/2011   364507   822
823   SF 800   207203   Lode   MGI   09/07/2011   MGI   11/15/2011   364581   823
824   SF 801   207204   Lode   MGI   09/07/2011   MGI   11/15/2011   364582   824
825   SF 802   207205   Lode   MGI   09/07/2011   MGI   11/15/2011   364583   825
826   SF 803   207055   Lode   MGI   08/31/2011   MGI   11/15/2011   364408   826
827   SF 804   207056   Lode   MGI   08/31/2011   MGI   11/15/2011   364409   827
828   SF 805   207057   Lode   MGI   08/31/2011   MGI   11/15/2011   364410   828
829   SF 806   207058   Lode   MGI   08/31/2011   MGI   11/15/2011   364411   829
830   SF 807   207059   Lode   MGI   08/31/2011   MGI   11/15/2011   364412   830
831   SF 808   207060   Lode   MGI   08/31/2011   MGI   11/15/2011   364413   831
832   SF 809   207061   Lode   MGI   08/31/2011   MGI   11/15/2011   364414   832
833   SF 810   207206   Lode   MGI   09/07/2011   MGI   11/15/2011   364584   833
834   SF 811   207207   Lode   MGI   09/07/2011   MGI   11/15/2011   364585   834
835   SF 812   207208   Lode   MGI   09/07/2011   MGI   11/15/2011   364586   835
836   SF 813   207209   Lode   MGI   09/07/2011   MGI   11/15/2011   364587   836
837   SF 814   207210   Lode   MGI   09/07/2011   MGI   11/15/2011   364588   837
838   SF 815   207211   Lode   MGI   09/07/2011   MGI   11/15/2011   364589   838
839   SF 816   207212   Lode   MGI   09/07/2011   MGI   11/15/2011   364590   839

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-37
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
840   SF 817   207213   Lode   MGI   09/07/2011   MGI   11/15/2011   364591   840
841   SF 818   207214   Lode   MGI   09/07/2011   MGI   11/15/2011   364592   841
842   SF 819   207215   Lode   MGI   09/07/2011   MGI   11/15/2011   364593   842
843   SF 820   207216   Lode   MGI   09/07/2011   MGI   11/15/2011   364594   843
844   SF 821   207217   Lode   MGI   09/07/2011   MGI   11/15/2011   364595   844
845   SF 822   207218   Lode   MGI   09/07/2011   MGI   11/15/2011   364596   845
846   SF 823   207219   Lode   MGI   09/07/2011   MGI   11/15/2011   364597   846
847   SF 824   207220   Lode   MGI   09/07/2011   MGI   11/15/2011   364598   847
848   SF 825   207221   Lode   MGI   09/07/2011   MGI   11/15/2011   364599   848
849   SF 826   207116   Lode   MGI   08/31/2011   MGI   11/15/2011   364415   849
850   SF 827   207117   Lode   MGI   08/31/2011   MGI   11/15/2011   364416   850
851   SF 828   207118   Lode   MGI   08/31/2011   MGI   11/15/2011   364417   851
852   SF 829   207119   Lode   MGI   08/31/2011   MGI   11/15/2011   364418   852
853   SF 830   207120   Lode   MGI   08/31/2011   MGI   11/15/2011   364419   853
854   SF 831   207121   Lode   MGI   08/31/2011   MGI   11/15/2011   364420   854
855   SF 832   207122   Lode   MGI   08/31/2011   MGI   11/15/2011   364421   855
856   SF 833   207123   Lode   MGI   08/31/2011   MGI   11/15/2011   364422   856
857   SF 834   207222   Lode   MGI   09/07/2011   MGI   11/15/2011   364600   857
858   SF 835   207223   Lode   MGI   09/07/2011   MGI   11/15/2011   364601   858
859   SF 836   207224   Lode   MGI   09/07/2011   MGI   11/15/2011   364602   859
860   SF 837   207225   Lode   MGI   09/07/2011   MGI   11/15/2011   364603   860
861   SF 838   207226   Lode   MGI   09/07/2011   MGI   11/15/2011   364604   861
862   SF 839   207227   Lode   MGI   09/07/2011   MGI   11/15/2011   364605   862
863   SF 840   207228   Lode   MGI   09/07/2011   MGI   11/15/2011   364606   863
864   SF 841   207229   Lode   MGI   09/07/2011   MGI   11/15/2011   364607   864
865   SF 842   207230   Lode   MGI   09/07/2011   MGI   11/15/2011   364608   865
866   SF 843   207231   Lode   MGI   09/07/2011   MGI   11/15/2011   364609   866
867   SF 844   207232   Lode   MGI   09/07/2011   MGI   11/15/2011   364610   867

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-38
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
868   SF 845   207233   Lode   MGI   09/07/2011   MGI   11/15/2011   364611   868
869   SF 846   207234   Lode   MGI   09/07/2011   MGI   11/15/2011   364612   869
870   SF 847   207235   Lode   MGI   09/07/2011   MGI   11/15/2011   364613   870
871   SF 848   207124   Lode   MGI   08/31/2011   MGI   11/15/2011   364423   871
872   SF 849   207125   Lode   MGI   08/31/2011   MGI   11/15/2011   364424   872
873   SF 850   207126   Lode   MGI   08/31/2011   MGI   11/15/2011   364425   873
874   SF 851   207127   Lode   MGI   08/31/2011   MGI   11/15/2011   364426   874
875   SF 852   207128   Lode   MGI   08/31/2011   MGI   11/15/2011   364427   875
876   SF 853   207129   Lode   MGI   08/31/2011   MGI   11/15/2011   364428   876
877   SF 854   207130   Lode   MGI   08/31/2011   MGI   11/15/2011   364429   877
878   SF 855   207131   Lode   MGI   08/31/2011   MGI   11/15/2011   364430   878
879   SF 856   207236   Lode   MGI   09/07/2011   MGI   11/15/2011   364614   879
880   SF 857   207237   Lode   MGI   09/07/2011   MGI   11/15/2011   364615   880
881   SF 858   207238   Lode   MGI   09/07/2011   MGI   11/15/2011   364616   881
882   SF 859   207239   Lode   MGI   09/07/2011   MGI   11/15/2011   364617   882
883   SF 860   207240   Lode   MGI   09/07/2011   MGI   11/15/2011   364618   883
884   SF 861   207241   Lode   MGI   09/07/2011   MGI   11/15/2011   364619   884
885   SF 862   207242   Lode   MGI   09/07/2011   MGI   11/15/2011   364620   885
886   SF 863   207243   Lode   MGI   09/07/2011   MGI   11/15/2011   364621   886
887   SF 864   207244   Lode   MGI   09/07/2011   MGI   11/15/2011   364622   887
888   SF 865   207245   Lode   MGI   09/07/2011   MGI   11/15/2011   364623   888
889   SF 866   207246   Lode   MGI   09/07/2011   MGI   11/15/2011   364624   889
890   SF 867   207247   Lode   MGI   09/07/2011   MGI   11/15/2011   364625   890
891   SF 868   207132   Lode   MGI   08/31/2011   MGI   11/15/2011   364431   891
892   SF 869   207133   Lode   MGI   08/31/2011   MGI   11/15/2011   364432   892
893   SF 870   207134   Lode   MGI   08/31/2011   MGI   11/15/2011   364433   893
894   SF 871   207135   Lode   MGI   08/31/2011   MGI   11/15/2011   364434   894
895   SF 872   207136   Lode   MGI   08/31/2011   MGI   11/15/2011   364435   895

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-39
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
896   SF 873   207137   Lode   MGI   08/31/2011   MGI   11/15/2011   364436   896
897   SF 874   207138   Lode   MGI   08/31/2011   MGI   11/15/2011   364437   897
898   SF 875   207139   Lode   MGI   08/31/2011   MGI   11/15/2011   364438   898
899   SF 876   207248   Lode   MGI   09/08/2011   MGI   11/15/2011   364628   899
900   SF 877   207249   Lode   MGI   09/08/2011   MGI   11/15/2011   364629   900
901   SF 878   207250   Lode   MGI   09/08/2011   MGI   11/15/2011   364630   901
902   SF 879   207251   Lode   MGI   09/08/2011   MGI   11/15/2011   364631   902
903   SF 880   207252   Lode   MGI   09/08/2011   MGI   11/15/2011   364632   903
904   SF 881   207253   Lode   MGI   09/08/2011   MGI   11/15/2011   364633   904
905   SF 882   207254   Lode   MGI   09/08/2011   MGI   11/15/2011   364634   905
906   SF 883   207255   Lode   MGI   09/08/2011   MGI   11/15/2011   364635   906
907   SF 884   207256   Lode   MGI   09/08/2011   MGI   11/15/2011   364636   907
908   SF 885   207257   Lode   MGI   09/08/2011   MGI   11/15/2011   364637   908
909   SF 886   207258   Lode   MGI   09/08/2011   MGI   11/15/2011   364638   909
910   SF 887   207259   Lode   MGI   09/08/2011   MGI   11/15/2011   364639   910
911   SF 888   207260   Lode   MGI   09/08/2011   MGI   11/15/2011   364640   911
912   SF 889   207261   Lode   MGI   09/08/2011   MGI   11/15/2011   364641   912
913   SF 890   207262   Lode   MGI   09/08/2011   MGI   11/15/2011   364642   913
914   SF 891   207263   Lode   MGI   09/08/2011   MGI   11/15/2011   364643   914
915   SF 892   207264   Lode   MGI   09/08/2011   MGI   11/15/2011   364644   915
916   SF 893   207265   Lode   MGI   09/08/2011   MGI   11/15/2011   364645   916
917   SF 894   207266   Lode   MGI   09/08/2011   MGI   11/15/2011   364646   917
918   SF 895   207267   Lode   MGI   09/08/2011   MGI   11/15/2011   364647   918
919   SF 896   207268   Lode   MGI   09/08/2011   MGI   11/15/2011   364648   919
920   SF 897   207269   Lode   MGI   09/08/2011   MGI   11/15/2011   364649   920
921   SF 898   207270   Lode   MGI   09/08/2011   MGI   11/15/2011   364650   921
922   SF 899   207271   Lode   MGI   09/08/2011   MGI   11/15/2011   364651   922
923   SF 900   207272   Lode   MGI   09/08/2011   MGI   11/17/2011   364658   923

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-40
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
924   SF 901   207273   Lode   MGI   09/08/2011   MGI   11/17/2011   364692   924
925   SF 902   207274   Lode   MGI   09/08/2011   MGI   11/17/2011   364695   925
926   SF 903   207275   Lode   MGI   09/08/2011   MGI   11/17/2011   364696   926
927   SF 904   207276   Lode   MGI   09/08/2011   MGI   11/17/2011   364697   927
928   SF 905   207277   Lode   MGI   09/08/2011   MGI   11/17/2011   364698   928
929   SF 906   207278   Lode   MGI   09/08/2011   MGI   11/17/2011   364699   929
930   SF 907   207279   Lode   MGI   09/08/2011   MGI   11/17/2011   364700   930
931   SF 908   207280   Lode   MGI   09/08/2011   MGI   11/17/2011   364701   931
932   SF 909   207281   Lode   MGI   09/08/2011   MGI   11/17/2011   364702   932
933   SF 910   207282   Lode   MGI   09/08/2011   MGI   11/17/2011   364703   933
934   SF 911   207283   Lode   MGI   09/08/2011   MGI   11/17/2011   364704   934
935   SF 912   207284   Lode   MGI   09/08/2011   MGI   11/17/2011   364705   935
936   SF 913   207285   Lode   MGI   09/08/2011   MGI   11/17/2011   364706   936
937   SF 914   207286   Lode   MGI   09/08/2011   MGI   11/17/2011   364707   937
938   SF 915   207287   Lode   MGI   09/08/2011   MGI   11/17/2011   364708   938
939   SF 916   207288   Lode   MGI   09/08/2011   MGI   11/17/2011   364709   939
940   SF 917   207289   Lode   MGI   09/08/2011   MGI   11/17/2011   364710   940
941   SF 918   207290   Lode   MGI   09/08/2011   MGI   11/17/2011   364711   941
942   SF 919   207291   Lode   MGI   09/08/2011   MGI   11/17/2011   364712   942
943   SF 920   207140   Lode   MGI   08/27/2011   MGI   11/17/2011   364439   943
944   SF 921   207141   Lode   MGI   08/30/2011   MGI   11/17/2011   364440   944
945   SF 922   207292   Lode   MGI   09/08/2011   MGI   11/17/2011   364713   945
946   SF 923   207293   Lode   MGI   09/08/2011   MGI   11/17/2011   364714   946
947   SF 924   207294   Lode   MGI   09/08/2011   MGI   11/17/2011   364715   947
948   SF 925   207295   Lode   MGI   09/08/2011   MGI   11/17/2011   364716   948
949   SF 926   207296   Lode   MGI   09/08/2011   MGI   11/17/2011   364717   949
950   SF 927   207297   Lode   MGI   09/08/2011   MGI   11/17/2011   364718   950
951   SF 928   207298   Lode   MGI   09/08/2011   MGI   11/17/2011   364719   951

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-41
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
952   SF 929   207299   Lode   MGI   09/08/2011   MGI   11/17/2011   364720   952
953   SF 930   207300   Lode   MGI   09/08/2011   MGI   11/17/2011   364721   953
954   SF 931   207301   Lode   MGI   09/08/2011   MGI   11/17/2011   364722   954
955   SF 932   207302   Lode   MGI   09/08/2011   MGI   11/17/2011   364723   955
956   SF 933   207303   Lode   MGI   09/08/2011   MGI   11/17/2011   364724   956
957   SF 934   207304   Lode   MGI   09/08/2011   MGI   11/17/2011   364725   957
958   SF 935   207305   Lode   MGI   09/08/2011   MGI   11/17/2011   364726   958
959   SF 936   207306   Lode   MGI   09/08/2011   MGI   11/17/2011   364727   959
960   SF 937   207307   Lode   MGI   09/08/2011   MGI   11/17/2011   364728   960
961   SF 938   207308   Lode   MGI   09/08/2011   MGI   11/17/2011   364729   961
962   SF 939   207309   Lode   MGI   09/08/2011   MGI   11/17/2011   364730   962
963   SF 940   207310   Lode   MGI   09/08/2011   MGI   11/17/2011   364731   963
964   SF 941   207311   Lode   MGI   09/09/2011   MGI   11/17/2011   364732   964
965   SF 942   207312   Lode   MGI   09/09/2011   MGI   11/17/2011   364733   965
966   SF 943   207313   Lode   MGI   09/09/2011   MGI   11/17/2011   364734   966
967   SF 944   207314   Lode   MGI   09/09/2011   MGI   11/17/2011   364735   967
968   SF 945   207315   Lode   MGI   09/09/2011   MGI   11/17/2011   364736   968
969   SF 946   207316   Lode   MGI   09/09/2011   MGI   11/17/2011   364737   969
970   SF 947   207317   Lode   MGI   09/09/2011   MGI   11/17/2011   364738   970
971   SF 948   207318   Lode   MGI   09/09/2011   MGI   11/17/2011   364739   971
972   SF 949   207319   Lode   MGI   09/09/2011   MGI   11/17/2011   364740   972
973   SF 950   207320   Lode   MGI   09/09/2011   MGI   11/17/2011   364741   973
974   SF 951   207321   Lode   MGI   09/09/2011   MGI   11/17/2011   364742   974
975   SF 952   207322   Lode   MGI   09/09/2011   MGI   11/17/2011   364743   975
976   SF 953   207323   Lode   MGI   09/09/2011   MGI   11/17/2011   364744   976
977   SF 954   207324   Lode   MGI   09/08/2011   MGI   11/17/2011   364745   977
978   SF 955   207325   Lode   MGI   09/08/2011   MGI   11/17/2011   364746   978
979   SF 956   207326   Lode   MGI   09/08/2011   MGI   11/17/2011   364747   979

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-42
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
980   SF 957   207327   Lode   MGI   09/09/2011   MGI   11/17/2011   364748   980
981   SF 958   207328   Lode   MGI   09/09/2011   MGI   11/17/2011   364749   981
982   SF 959   207329   Lode   MGI   09/09/2011   MGI   11/17/2011   364750   982
983   SF 960   207330   Lode   MGI   09/09/2011   MGI   11/17/2011   364751   983
984   SF 961   207331   Lode   MGI   09/09/2011   MGI   11/17/2011   364752   984
985   SF 962   207332   Lode   MGI   09/09/2011   MGI   11/17/2011   364753   985
986   SF 963   207333   Lode   MGI   09/09/2011   MGI   11/17/2011   364754   986
987   SF 964   207334   Lode   MGI   09/09/2011   MGI   11/17/2011   364755   987
988   SF 965   207335   Lode   MGI   09/09/2011   MGI   11/17/2011   364756   988
989   SF 966   207336   Lode   MGI   09/09/2011   MGI   11/17/2011   364757   989
990   SF 967   207337   Lode   MGI   09/09/2011   MGI   11/17/2011   364758   990
991   SF 968   207338   Lode   MGI   09/09/2011   MGI   11/17/2011   364769   991
992   SF 969   207339   Lode   MGI   09/09/2011   MGI   11/17/2011   364770   992
993   SF 970   207340   Lode   MGI   09/09/2011   MGI   11/17/2011   364771   993
994   SF 971   207341   Lode   MGI   09/09/2011   MGI   11/17/2011   364772   994
995   SF 972   207342   Lode   MGI   09/09/2011   MGI   11/17/2011   364773   995
996   SF 973   207343   Lode   MGI   09/09/2011   MGI   11/17/2011   364774   996
997   SF 974   207344   Lode   MGI   09/09/2011   MGI   11/17/2011   364775   997
998   SF 975   207345   Lode   MGI   09/09/2011   MGI   11/17/2011   364776   998
999   SF 976   207346   Lode   MGI   09/09/2011   MGI   11/17/2011   364777   999
1000   SF 977   207347   Lode   MGI   09/09/2011   MGI   11/17/2011   364778   1000
1001   SF 978   207348   Lode   MGI   09/09/2011   MGI   11/17/2011   364779   1001
1002   SF 979   207349   Lode   MGI   09/09/2011   MGI   11/17/2011   364780   1002
1003   SF 980   207350   Lode   MGI   09/09/2011   MGI   11/17/2011   364781   1003
1004   SF 981   207351   Lode   MGI   09/09/2011   MGI   11/17/2011   364782   1004
1005   SF 982   207352   Lode   MGI   09/09/2011   MGI   11/17/2011   364783   1005
1006   SF 983   207353   Lode   MGI   09/09/2011   MGI   11/17/2011   364784   1006
1007   SF 984   207354   Lode   MGI   09/09/2011   MGI   11/17/2011   364785   1007

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-43
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1008   SF 985   207355   Lode   MGI   09/09/2011   MGI   11/17/2011   364786   1008
1009   SF 986   207356   Lode   MGI   09/09/2011   MGI   11/17/2011   364787   1009
1010   SF 987   207357   Lode   MGI   09/09/2011   MGI   11/17/2011   364788   1010
1011   SF 988   207358   Lode   MGI   09/09/2011   MGI   11/17/2011   364789   1011
1012   SF 989   207359   Lode   MGI   09/09/2011   MGI   11/17/2011   364790   1012
1013   SF 990   207360   Lode   MGI   09/09/2011   MGI   11/17/2011   364791   1013
1014   SF 991   207361   Lode   MGI   09/09/2011   MGI   11/17/2011   364792   1014
1015   SF 992   207362   Lode   MGI   09/09/2011   MGI   11/17/2011   364793   1015
1016   SF 993   207363   Lode   MGI   09/10/2011   MGI   11/17/2011   364794   1016
1017   SF 994   207364   Lode   MGI   09/10/2011   MGI   11/17/2011   364795   1017
1018   SF 995   207365   Lode   MGI   09/10/2011   MGI   11/17/2011   364801   1018
1019   SF 996   207366   Lode   MGI   09/10/2011   MGI   11/17/2011   364802   1019
1020   SF 997   207367   Lode   MGI   09/10/2011   MGI   11/17/2011   364803   1020
1021   SF 998   207368   Lode   MGI   09/10/2011   MGI   11/17/2011   364804   1021
1022   SF 999   207369   Lode   MGI   09/10/2011   MGI   11/17/2011   364805   1022
1023   SF 1000   207370   Lode   MGI   09/10/2011   MGI   11/18/2011   364820   1023
1024   SF 1001   207371   Lode   MGI   09/10/2011   MGI   11/18/2011   364821   1024
1025   SF 1002   207372   Lode   MGI   09/10/2011   MGI   11/18/2011   364822   1025
1026   SF 1003   207373   Lode   MGI   09/10/2011   MGI   11/18/2011   364823   1026
1027   SF 1004   207374   Lode   MGI   09/10/2011   MGI   11/18/2011   364824   1027
1028   SF 1005   207375   Lode   MGI   09/10/2011   MGI   11/18/2011   364825   1028
1029   SF 1006   207376   Lode   MGI   09/10/2011   MGI   11/18/2011   364826   1029
1030   SF 1007   207377   Lode   MGI   09/10/2011   MGI   11/18/2011   364832   1030
1031   SF 1008   207378   Lode   MGI   09/10/2011   MGI   11/18/2011   364833   1031
1032   SF 1009   207379   Lode   MGI   09/10/2011   MGI   11/18/2011   364834   1032
1033   SF 1010   207380   Lode   MGI   09/10/2011   MGI   11/18/2011   364835   1033
1034   SF 1011   207381   Lode   MGI   09/10/2011   MGI   11/18/2011   364836   1034
1035   SF 1012   207382   Lode   MGI   09/10/2011   MGI   11/18/2011   364837   1035

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-44
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1036   SF 1013   207383   Lode   MGI   09/10/2011   MGI   11/18/2011   364838   1036
1037   SF 1014   207384   Lode   MGI   09/10/2011   MGI   11/18/2011   364839   1037
1038   SF 1015   207385   Lode   MGI   09/10/2011   MGI   11/18/2011   364840   1038
1039   SF 1016   207386   Lode   MGI   09/10/2011   MGI   11/18/2011   364841   1039
1040   SF 1017   207387   Lode   MGI   09/10/2011   MGI   11/18/2011   364842   1040
1041   SF 1018   207388   Lode   MGI   09/10/2011   MGI   11/18/2011   364843   1041
1042   SF 1019   207389   Lode   MGI   09/10/2011   MGI   11/18/2011   364844   1042
1043   SF 1020   207390   Lode   MGI   09/10/2011   MGI   11/18/2011   364845   1043
1044   SF 1021   207391   Lode   MGI   09/10/2011   MGI   11/18/2011   364846   1044
1045   SF 1022   207392   Lode   MGI   09/10/2011   MGI   11/18/2011   364847   1045
1046   SF 1023   207393   Lode   MGI   09/10/2011   MGI   11/18/2011   364848   1046
1047   SF 1024   207394   Lode   MGI   09/10/2011   MGI   11/18/2011   364849   1047
1048   SF 1025   207395   Lode   MGI   09/10/2011   MGI   11/18/2011   364850   1048
1049   SF 1026   207396   Lode   MGI   09/10/2011   MGI   11/18/2011   364851   1049
1050   SF 1027   207397   Lode   MGI   09/10/2011   MGI   11/18/2011   364852   1050
1051   SF 1028   207398   Lode   MGI   09/12/2011   MGI   11/18/2011   364853   1051
1052   SF 1029   207399   Lode   MGI   09/12/2011   MGI   11/18/2011   364854   1052
1053   SF 1030   207400   Lode   MGI   09/12/2011   MGI   11/18/2011   364855   1053
1054   SF 1031   207401   Lode   MGI   09/12/2011   MGI   11/18/2011   364856   1054
1055   SF 1032   207402   Lode   MGI   09/12/2011   MGI   11/18/2011   364857   1055
1056   SF 1033   207403   Lode   MGI   09/12/2011   MGI   11/18/2011   364858   1056
1057   SF 1034   207404   Lode   MGI   09/12/2011   MGI   11/18/2011   364859   1057
1058   SF 1035   207405   Lode   MGI   09/12/2011   MGI   11/18/2011   364860   1058
1059   SF 1036   207406   Lode   MGI   09/17/2011   MGI   11/18/2011   364861   1059
1060   SF 1037   207407   Lode   MGI   09/17/2011   MGI   11/18/2011   364862   1060
1061   SF 1038   207408   Lode   MGI   09/17/2011   MGI   11/18/2011   364863   1061
1062   SF 1039   207409   Lode   MGI   09/17/2011   MGI   11/18/2011   364864   1062
1063   SF 1040   207410   Lode   MGI   09/17/2011   MGI   11/18/2011   364865   1063

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-45
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1064   SF 1041   207411   Lode   MGI   09/08/2011   MGI   11/18/2011   364866   1064
1065   SF 1042   207412   Lode   MGI   09/12/2011   MGI   11/18/2011   364867   1065
1066   SF 1043   207413   Lode   MGI   09/12/2011   MGI   11/18/2011   364871   1066
1067   SF 1044   207414   Lode   MGI   09/12/2011   MGI   11/18/2011   364872   1067
1068   SF 1045   207415   Lode   MGI   09/12/2011   MGI   11/18/2011   364873   1068
1069   SF 1046   207416   Lode   MGI   09/12/2011   MGI   11/18/2011   364874   1069
1070   SF 1047   207417   Lode   MGI   09/12/2011   MGI   11/18/2011   364875   1070
1071   SF 1048   207418   Lode   MGI   09/12/2011   MGI   11/18/2011   364876   1071
1072   SF 1049   207419   Lode   MGI   09/12/2011   MGI   11/18/2011   364877   1072
1073   SF 1050   207420   Lode   MGI   09/12/2011   MGI   11/18/2011   364878   1073
1074   SF 1051   207421   Lode   MGI   09/17/2011   MGI   11/18/2011   364879   1074
1075   SF 1052   207422   Lode   MGI   09/17/2011   MGI   11/18/2011   364880   1075
1076   SF 1053   207423   Lode   MGI   09/17/2011   MGI   11/18/2011   364881   1076
1077   SF 1054   207424   Lode   MGI   09/17/2011   MGI   11/18/2011   364882   1077
1078   SF 1055   207425   Lode   MGI   09/17/2011   MGI   11/18/2011   364883   1078
1079   SF 1056   207426   Lode   MGI   09/17/2011   MGI   11/18/2011   364884   1079
1080   SF 1057   207427   Lode   MGI   09/17/2011   MGI   11/18/2011   364885   1080
1081   SF 1058   207428   Lode   MGI   09/17/2011   MGI   11/18/2011   364886   1081
1082   SF 1059   207429   Lode   MGI   09/17/2011   MGI   11/18/2011   364887   1082
1083   SF 1060   207430   Lode   MGI   09/17/2011   MGI   11/18/2011   364888   1083
1084   SF 1061   207431   Lode   MGI   09/18/2011   MGI   11/18/2011   364889   1084
1085   SF 1062   207432   Lode   MGI   09/18/2011   MGI   11/18/2011   364890   1085
1086   SF 1063   207433   Lode   MGI   09/18/2011   MGI   11/18/2011   364891   1086
1087   SF 1064   207434   Lode   MGI   09/18/2011   MGI   11/18/2011   364892   1087
1088   SF 1065   207435   Lode   MGI   09/18/2011   MGI   11/18/2011   364893   1088
1089   SF 1066   207436   Lode   MGI   09/18/2011   MGI   11/18/2011   364894   1089
1090   SF 1067   207437   Lode   MGI   09/18/2011   MGI   11/18/2011   364895   1090
1091   SF 1068   207438   Lode   MGI   09/18/2011   MGI   11/18/2011   364896   1091

 

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-46
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1092   SF 1069   207439   Lode   MGI   09/18/2011   MGI   11/18/2011   364897   1092
1093   SF 1070   207440   Lode   MGI   09/18/2011   MGI   11/18/2011   364898   1093
1094   SF 1071   207441   Lode   MGI   09/18/2011   MGI   11/18/2011   364899   1094
1095   SF 1072   207442   Lode   MGI   09/18/2011   MGI   11/18/2011   364900   1095
1096   SF 1073   207443   Lode   MGI   09/18/2011   MGI   11/18/2011   364901   1096
1097   SF 1074   207444   Lode   MGI   09/18/2011   MGI   11/18/2011   364902   1097
1098   SF 1075   207445   Lode   MGI   09/18/2011   MGI   11/18/2011   364903   1098
1099   SF 1076   207446   Lode   MGI   09/18/2011   MGI   11/18/2011   364904   1099
1100   SF 1077   207447   Lode   MGI   09/18/2011   MGI   11/18/2011   364905   1100
1101   SF 1078   207448   Lode   MGI   09/18/2011   MGI   11/18/2011   364906   1101
1102   SF 1079   207449   Lode   MGI   09/18/2011   MGI   11/18/2011   364907   1102
1103   SF 1080   207450   Lode   MGI   09/18/2011   MGI   11/18/2011   364908   1103
1104   SF 1081   207451   Lode   MGI   09/21/2011   MGI   11/18/2011   364909   1104
1105   SF 1082   207452   Lode   MGI   09/12/2011   MGI   11/18/2011   364910   1105
1106   SF 1083   207453   Lode   MGI   09/12/2011   MGI   11/18/2011   364911   1106
1107   SF 1084   207454   Lode   MGI   09/12/2011   MGI   11/18/2011   364912   1107
1108   SF 1085   207455   Lode   MGI   09/12/2011   MGI   11/18/2011   364913   1108
1109   SF 1086   207456   Lode   MGI   09/12/2011   MGI   11/18/2011   364914   1109
1110   SF 1087   207457   Lode   MGI   09/12/2011   MGI   11/18/2011   364915   1110
1111   SF 1088   207458   Lode   MGI   09/12/2011   MGI   11/18/2011   364916   1111
1112   SF 1089   207459   Lode   MGI   09/12/2011   MGI   11/18/2011   364917   1112
1113   SF 1090   207460   Lode   MGI   09/12/2011   MGI   11/18/2011   364918   1113
1114   SF 1091   207461   Lode   MGI   09/12/2011   MGI   11/18/2011   364919   1114
1115   SF 1092   207462   Lode   MGI   09/12/2011   MGI   11/18/2011   364920   1115
1116   SF 1093   207463   Lode   MGI   09/12/2011   MGI   11/18/2011   364921   1116
1117   SF 1094   207464   Lode   MGI   09/12/2011   MGI   11/18/2011   364922   1117
1118   SF 1095   207465   Lode   MGI   09/12/2011   MGI   11/18/2011   364923   1118
1119   SF 1096   207466   Lode   MGI   09/12/2011   MGI   11/18/2011   364924   1119

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-47
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1120   SF 1097   207467   Lode   MGI   09/12/2011   MGI   11/18/2011   364925   1120
1121   SF 1098   207468   Lode   MGI   09/12/2011   MGI   11/18/2011   364926   1121
1122   SF 1099   207469   Lode   MGI   09/13/2011   MGI   11/18/2011   364927   1122
1123   SF 1100   207470   Lode   MGI   09/17/2011   MGI   11/21/2011   364944   1123
1124   SF 1101   207471   Lode   MGI   09/13/2011   MGI   11/21/2011   364945   1124
1125   SF 1102   207472   Lode   MGI   09/13/2011   MGI   11/21/2011   364946   1125
1126   SF 1103   207473   Lode   MGI   09/13/2011   MGI   11/21/2011   364947   1126
1127   SF 1104   207474   Lode   MGI   09/13/2011   MGI   11/22/2011   364991   1127
1128   SF 1105   207475   Lode   MGI   09/13/2011   MGI   11/22/2011   364992   1128
1129   SF 1106   207476   Lode   MGI   09/13/2011   MGI   11/22/2011   364993   1129
1130   SF 1107   207477   Lode   MGI   09/13/2011   MGI   11/22/2011   364994   1130
1131   SF 1108   207478   Lode   MGI   09/13/2011   MGI   11/22/2011   364995   1131
1132   SF 1109   207479   Lode   MGI   09/13/2011   MGI   11/22/2011   364996   1132
1133   SF 1110   207480   Lode   MGI   09/13/2011   MGI   11/22/2011   364997   1133
1134   SF 1111   207481   Lode   MGI   09/13/2011   MGI   11/22/2011   364998   1134
1135   SF 1112   207482   Lode   MGI   09/13/2011   MGI   11/22/2011   364999   1135
1136   SF 1113   207483   Lode   MGI   09/13/2011   MGI   11/22/2011   365001   1136
1137   SF 1114   207484   Lode   MGI   09/13/2011   MGI   11/22/2011   365002   1137
1138   SF 1115   207485   Lode   MGI   09/13/2011   MGI   11/22/2011   365003   1138
1139   SF 1116   207486   Lode   MGI   09/13/2011   MGI   11/22/2011   365004   1139
1140   SF 1117   207487   Lode   MGI   09/13/2011   MGI   11/22/2011   365005   1140
1141   SF 1118   207488   Lode   MGI   09/13/2011   MGI   11/22/2011   365006   1141
1142   SF 1119   207489   Lode   MGI   09/12/2011   MGI   11/22/2011   365007   1142
1143   SF 1120   207490   Lode   MGI   09/12/2011   MGI   11/22/2011   365008   1143
1144   SF 1121   207491   Lode   MGI   09/12/2011   MGI   11/22/2011   365009   1144
1145   SF 1122   207492   Lode   MGI   09/12/2011   MGI   11/22/2011   365010   1145
1146   SF 1123   207493   Lode   MGI   09/12/2011   MGI   11/22/2011   365011   1146
1147   SF 1124   207494   Lode   MGI   09/12/2011   MGI   11/22/2011   365012   1147

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-48
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1148   SF 1125   207495   Lode   MGI   09/12/2011   MGI   11/22/2011   365013   1148
1149   SF 1126   207496   Lode   MGI   09/12/2011   MGI   11/22/2011   365014   1149
1150   SF 1127   207497   Lode   MGI   09/12/2011   MGI   11/22/2011   365015   1150
1151   SF 1128   207498   Lode   MGI   09/12/2011   MGI   11/22/2011   365016   1151
1152   SF 1129   207499   Lode   MGI   09/12/2011   MGI   11/22/2011   365017   1152
1153   SF 1130   207500   Lode   MGI   09/12/2011   MGI   11/22/2011   365018   1153
1154   SF 1131   207501   Lode   MGI   09/12/2011   MGI   11/22/2011   365019   1154
1155   SF 1132   207502   Lode   MGI   09/12/2011   MGI   11/22/2011   365020   1155
1156   SF 1133   207503   Lode   MGI   09/12/2011   MGI   11/22/2011   365021   1156
1157   SF 1134   207504   Lode   MGI   09/12/2011   MGI   11/22/2011   365022   1157
1158   SF 1135   207505   Lode   MGI   09/12/2011   MGI   11/22/2011   365023   1158
1159   SF 1136   207506   Lode   MGI   09/13/2011   MGI   11/22/2011   365024   1159
1160   SF 1137   207507   Lode   MGI   09/13/2011   MGI   11/22/2011   365025   1160
1161   SF 1138   207508   Lode   MGI   09/13/2011   MGI   11/22/2011   365026   1161
1162   SF 1139   207509   Lode   MGI   09/13/2011   MGI   11/22/2011   365027   1162
1163   SF 1140   207510   Lode   MGI   09/13/2011   MGI   11/22/2011   365028   1163
1164   SF 1141   207511   Lode   MGI   09/13/2011   MGI   11/22/2011   365029   1164
1165   SF 1142   207512   Lode   MGI   09/13/2011   MGI   11/22/2011   365030   1165
1166   SF 1143   207513   Lode   MGI   09/13/2011   MGI   11/22/2011   365031   1166
1167   SF 1144   207514   Lode   MGI   09/13/2011   MGI   11/22/2011   365032   1167
1168   SF 1145   207515   Lode   MGI   09/13/2011   MGI   11/22/2011   365033   1168
1169   SF 1146   207516   Lode   MGI   09/13/2011   MGI   11/22/2011   365034   1169
1170   SF 1147   207517   Lode   MGI   09/13/2011   MGI   11/22/2011   365035   1170
1171   SF 1148   207518   Lode   MGI   09/13/2011   MGI   11/22/2011   365036   1171
1172   SF 1149   207519   Lode   MGI   09/13/2011   MGI   11/22/2011   365037   1172
1173   SF 1150   207520   Lode   MGI   09/13/2011   MGI   11/22/2011   365038   1173
1174   SF 1151   207521   Lode   MGI   09/13/2011   MGI   11/22/2011   365048   1174
1175   SF 1152   207522   Lode   MGI   09/13/2011   MGI   11/22/2011   365049   1175

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-49
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1176   SF 1153   207523   Lode   MGI   09/13/2011   MGI   11/22/2011   365050   1176
1177   SF 1154   207524   Lode   MGI   09/12/2011   MGI   11/22/2011   365051   1177
1178   SF 1155   207525   Lode   MGI   09/12/2011   MGI   11/22/2011   365052   1178
1179   SF 1156   207526   Lode   MGI   09/12/2011   MGI   11/22/2011   365053   1179
1180   SF 1157   207527   Lode   MGI   09/12/2011   MGI   11/22/2011   365054   1180
1181   SF 1158   207528   Lode   MGI   09/12/2011   MGI   11/22/2011   365055   1181
1182   SF 1159   207529   Lode   MGI   09/12/2011   MGI   11/22/2011   365056   1182
1183   SF 1160   207530   Lode   MGI   09/12/2011   MGI   11/22/2011   365057   1183
1184   SF 1161   207531   Lode   MGI   09/12/2011   MGI   11/22/2011   365058   1184
1185   SF 1162   207532   Lode   MGI   09/12/2011   MGI   11/22/2011   365059   1185
1186   SF 1163   207533   Lode   MGI   09/12/2011   MGI   11/22/2011   365060   1186
1187   SF 1164   207534   Lode   MGI   09/12/2011   MGI   11/22/2011   365061   1187
1188   SF 1165   207535   Lode   MGI   09/12/2011   MGI   11/22/2011   365062   1188
1189   SF 1166   207536   Lode   MGI   09/12/2011   MGI   11/22/2011   365063   1189
1190   SF 1167   207537   Lode   MGI   09/12/2011   MGI   11/22/2011   365064   1190
1191   SF 1168   207538   Lode   MGI   09/12/2011   MGI   11/22/2011   365065   1191
1192   SF 1169   207539   Lode   MGI   09/12/2011   MGI   11/22/2011   365066   1192
1193   SF 1170   207540   Lode   MGI   09/12/2011   MGI   11/22/2011   365067   1193
1194   SF 1171   207541   Lode   MGI   09/13/2011   MGI   11/22/2011   365068   1194
1195   SF 1172   207542   Lode   MGI   09/13/2011   MGI   11/22/2011   365069   1195
1196   SF 1173   207543   Lode   MGI   09/13/2011   MGI   11/22/2011   365070   1196
1197   SF 1174   207544   Lode   MGI   09/13/2011   MGI   11/22/2011   365071   1197
1198   SF 1175   207545   Lode   MGI   09/13/2011   MGI   11/22/2011   365072   1198
1199   SF 1176   207546   Lode   MGI   09/13/2011   MGI   11/22/2011   365073   1199
1200   SF 1177   207547   Lode   MGI   09/13/2011   MGI   11/22/2011   365074   1200
1201   SF 1178   207548   Lode   MGI   09/13/2011   MGI   11/22/2011   365075   1201
1202   SF 1179   207549   Lode   MGI   09/13/2011   MGI   11/22/2011   365076   1202
1203   SF 1180   207550   Lode   MGI   09/13/2011   MGI   11/22/2011   365077   1203

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
II-50
 

 

 

 

 
Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1204   SF 1181   207551   Lode   MGI   09/18/2011   MGI   11/22/2011   365078   1204
1205   SF 1182   207552   Lode   MGI   09/18/2011   MGI   11/22/2011   365079   1205
1206   SF 1183   207553   Lode   MGI   09/18/2011   MGI   11/22/2011   365080   1206
1207   SF 1184   207554   Lode   MGI   09/18/2011   MGI   11/22/2011   365081   1207
1208   SF 1185   207555   Lode   MGI   09/18/2011   MGI   11/22/2011   365082   1208
1209   SF 1186   207556   Lode   MGI   09/18/2011   MGI   11/22/2011   365083   1209
1210   SF 1187   207557   Lode   MGI   09/18/2011   MGI   11/22/2011   365084   1210
1211   SF 1188   207558   Lode   MGI   09/18/2011   MGI   11/22/2011   365085   1211
1212   SF 1189   207559   Lode   MGI   09/18/2011   MGI   11/22/2011   365086   1212
1213   SF 1190   207560   Lode   MGI   09/18/2011   MGI   11/22/2011   365087   1213
1214   SF 1191   207561   Lode   MGI   09/18/2011   MGI   11/22/2011   365088   1214
1215   SF 1192   207562   Lode   MGI   09/18/2011   MGI   11/22/2011   365089   1215
1216   SF 1193   207563   Lode   MGI   09/18/2011   MGI   11/22/2011   365090   1216
1217   SF 1194   207564   Lode   MGI   09/18/2011   MGI   11/22/2011   365091   1217
1218   SF 1195   207565   Lode   MGI   09/18/2011   MGI   11/22/2011   365092   1218
1219   SF 1196   207566   Lode   MGI   09/18/2011   MGI   11/22/2011   365093   1219
1220   SF 1197   207567   Lode   MGI   09/18/2011   MGI   11/22/2011   365094   1220
1221   SF 1198   207568   Lode   MGI   09/18/2011   MGI   11/22/2011   365095   1221
1222   SF 1199   207569   Lode   MGI   09/18/2011   MGI   11/22/2011   365096   1222
1223   SF 1200   207570   Lode   MGI   09/21/2011   MGI   11/22/2011   365098   1223
1224   SF 1201   207571   Lode   MGI   09/21/2011   MGI   11/22/2011   365099   1224
1225   SF 1202   207572   Lode   MGI   09/21/2011   MGI   11/22/2011   365100   1225
1226   SF 1203   207573   Lode   MGI   09/21/2011   MGI   11/22/2011   365101   1226
1227   SF 1204   207574   Lode   MGI   09/18/2011   MGI   11/22/2011   365102   1227
1228   SF 1205   207575   Lode   MGI   09/18/2011   MGI   11/22/2011   365103   1228
1229   SF 1206   207576   Lode   MGI   09/18/2011   MGI   11/22/2011   365104   1229
1230   SF 1207   207577   Lode   MGI   09/18/2011   MGI   11/22/2011   365105   1230
1231   SF 1208   207578   Lode   MGI   09/18/2011   MGI   11/22/2011   365106   1231

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
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Stibnite Gold Project
Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1232   SF 1209   207579   Lode   MGI   09/18/2011   MGI   11/22/2011   365107   1232
1233   SF 1210   207580   Lode   MGI   09/18/2011   MGI   11/22/2011   365108   1233
1234   SF 1211   207581   Lode   MGI   09/17/2011   MGI   11/22/2011   365109   1234
1235   SF 1212   207582   Lode   MGI   09/18/2011   MGI   11/22/2011   365110   1235
1236   SF 1213   207583   Lode   MGI   09/18/2011   MGI   11/22/2011   365111   1236
1237   SF 1214   207584   Lode   MGI   09/18/2011   MGI   11/22/2011   365112   1237
1238   SF 1215   207585   Lode   MGI   09/18/2011   MGI   11/22/2011   365113   1238
1239   SF 1216   207586   Lode   MGI   09/18/2011   MGI   11/22/2011   365114   1239
1240   SF 1217   207587   Lode   MGI   09/18/2011   MGI   11/22/2011   365115   1240
1241   SF 1218   207588   Lode   MGI   09/18/2011   MGI   11/22/2011   365116   1241
1242   SF 1219   207589   Lode   MGI   09/18/2011   MGI   11/22/2011   365117   1242
1243   SF 1220   207590   Lode   MGI   09/21/2011   MGI   11/22/2011   365118   1243
1244   SF 1221   207591   Lode   MGI   09/21/2011   MGI   11/22/2011   365119   1244
1245   SF 1222   207592   Lode   MGI   09/21/2011   MGI   11/22/2011   365120   1245
1246   SF 1223   207593   Lode   MGI   09/21/2011   MGI   11/22/2011   365121   1246
1247   SF 1224   207594   Lode   MGI   09/21/2011   MGI   11/22/2011   365122   1247
1248   SF 1225   207595   Lode   MGI   09/21/2011   MGI   11/22/2011   365123   1248
1249   SF 1226   207596   Lode   MGI   09/21/2011   MGI   11/22/2011   365124   1249
1250   SF 1227   207597   Lode   MGI   09/21/2011   MGI   11/22/2011   365125   1250
1251   SF 1228   207598   Lode   MGI   09/21/2011   MGI   11/22/2011   365126   1251
1252   SF 1229   207599   Lode   MGI   09/21/2011   MGI   11/22/2011   365127   1252
1253   SF 1230   207600   Lode   MGI   09/21/2011   MGI   11/22/2011   365128   1253
1254   SF 1231   207601   Lode   MGI   09/21/2011   MGI   11/22/2011   365129   1254
1255   SF 1232   207602   Lode   MGI   09/21/2011   MGI   11/22/2011   365130   1255
1256   SF 1233   207603   Lode   MGI   09/21/2011   MGI   11/22/2011   365131   1256
1257   SF 1234   207604   Lode   MGI   09/21/2011   MGI   11/22/2011   365132   1257
1258   SF 1235   207605   Lode   MGI   09/21/2011   MGI   11/22/2011   365133   1258
1259   SF 1236   207606   Lode   MGI   09/21/2011   MGI   11/22/2011   365134   1259

 

   M3-PN130029
2 Dec 2014
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Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1260   SF 1237   207607   Lode   MGI   09/21/2011   MGI   11/22/2011   365135   1260
1261   SF 1238   207608   Lode   MGI   09/21/2011   MGI   11/22/2011   365136   1261
1262   SF 1239   207609   Lode   MGI   09/21/2011   MGI   11/22/2011   365137   1262
1263   SF 1240   207610   Lode   MGI   09/21/2011   MGI   11/22/2011   365138   1263
1264   SF 1241   207611   Lode   MGI   09/21/2011   MGI   11/22/2011   365139   1264
1265   SF 1242   207612   Lode   MGI   09/21/2011   MGI   11/22/2011   365140   1265
1266   SF 1243   207613   Lode   MGI   09/21/2011   MGI   11/22/2011   365141   1266
1267   SF 1244   207614   Lode   MGI   09/18/2011   MGI   11/22/2011   365142   1267
1268   SF 1245   207615   Lode   MGI   09/21/2011   MGI   11/22/2011   365143   1268
1269   SF 1246   207616   Lode   MGI   09/21/2011   MGI   11/22/2011   365144   1269
1270   SF 1247   207617   Lode   MGI   09/21/2011   MGI   11/22/2011   365145   1270
1271   SF 1248   207618   Lode   MGI   09/21/2011   MGI   11/22/2011   365146   1271
1272   SF 1249   207619   Lode   MGI   09/21/2011   MGI   11/22/2011   365147   1272
1273   SF 1250   207620   Lode   MGI   09/21/2011   MGI   11/22/2011   365148   1273
1274   SF 1251   207621   Lode   MGI   09/21/2011   MGI   11/22/2011   365149   1274
1275   SF 1252   207622   Lode   MGI   09/21/2011   MGI   11/22/2011   365150   1275
1276   SF 1253   207623   Lode   MGI   09/21/2011   MGI   11/22/2011   365151   1276
1277   SF 1254   207624   Lode   MGI   09/21/2011   MGI   11/22/2011   365152   1277
1278   SF 1255   207625   Lode   MGI   09/21/2011   MGI   11/22/2011   365153   1278
1279   SF 1256   207626   Lode   MGI   09/21/2011   MGI   11/22/2011   365154   1279
1280   SF 1257   207627   Lode   MGI   09/21/2011   MGI   11/22/2011   365155   1280
1281   SF 1258   207628   Lode   MGI   09/21/2011   MGI   11/22/2011   365156   1281
1282   SF 1259   207629   Lode   MGI   09/21/2011   MGI   11/22/2011   365157   1282
1283   SF 1260   207630   Lode   MGI   09/21/2011   MGI   11/22/2011   365158   1283
1284   SF 1261   207631   Lode   MGI   09/21/2011   MGI   11/22/2011   365159   1284
1285   SF 1262   207632   Lode   MGI   09/20/2011   MGI   11/22/2011   365160   1285
1286   SF 1263   207633   Lode   MGI   09/20/2011   MGI   11/22/2011   365161   1286
1287   SF 1264   207634   Lode   MGI   09/20/2011   MGI   11/22/2011   365168   1287

 

   M3-PN130029
2 Dec 2014
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Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1288   SF 1265   207635   Lode   MGI   09/20/2011   MGI   11/22/2011   365169   1288
1289   SF 1266   207636   Lode   MGI   09/20/2011   MGI   11/22/2011   365170   1289
1290   SF 1267   207637   Lode   MGI   09/20/2011   MGI   11/22/2011   365171   1290
1291   SF 1268   207638   Lode   MGI   09/20/2011   MGI   11/22/2011   365172   1291
1292   SF 1269   207639   Lode   MGI   09/20/2011   MGI   11/22/2011   365173   1292
1293   SF 1270   207640   Lode   MGI   09/20/2011   MGI   11/22/2011   365174   1293
1294   SF 1271   207641   Lode   MGI   09/20/2011   MGI   11/22/2011   365175   1294
1295   SF 1272   207642   Lode   MGI   09/20/2011   MGI   11/22/2011   365176   1295
1296   SF 1273   207643   Lode   MGI   09/20/2011   MGI   11/22/2011   365177   1296
1297   SF 1274   207644   Lode   MGI   09/20/2011   MGI   11/22/2011   365178   1297
1298   SF 1275   207645   Lode   MGI   09/20/2011   MGI   11/22/2011   365179   1298
1299   SF 1276   207646   Lode   MGI   09/20/2011   MGI   11/22/2011   365180   1299
1300   SF 1277   207647   Lode   MGI   09/20/2011   MGI   11/22/2011   365181   1300
1301   SF 1278   207648   Lode   MGI   09/20/2011   MGI   11/22/2011   365182   1301
1302   SF 1279   207649   Lode   MGI   09/20/2011   MGI   11/22/2011   365183   1302
1303   SF 1280   207650   Lode   MGI   09/20/2011   MGI   11/22/2011   365184   1303
1304   SF 1281   207651   Lode   MGI   09/20/2011   MGI   11/22/2011   365185   1304
1305   SF 1282   207652   Lode   MGI   09/20/2011   MGI   11/22/2011   365186   1305
1306   SF 1283   207653   Lode   MGI   09/20/2011   MGI   11/22/2011   365187   1306
1307   SF 1284   207654   Lode   MGI   09/20/2011   MGI   11/22/2011   365188   1307
1308   SF 1285   207655   Lode   MGI   09/20/2011   MGI   11/22/2011   365189   1308
1309   SF 1286   207656   Lode   MGI   09/20/2011   MGI   11/22/2011   365190   1309
1310   SF 1287   207657   Lode   MGI   09/20/2011   MGI   11/22/2011   365191   1310
1311   SF 1288   207658   Lode   MGI   09/20/2011   MGI   11/22/2011   365192   1311
1312   SF 1289   207659   Lode   MGI   09/20/2011   MGI   11/22/2011   365193   1312
1313   SF 1290   207660   Lode   MGI   09/20/2011   MGI   11/22/2011   365194   1313
1314   SF 1291   207661   Lode   MGI   09/20/2011   MGI   11/22/2011   365195   1314
1315   SF 1292   207662   Lode   MGI   09/20/2011   MGI   11/22/2011   365196   1315

 

   M3-PN130029
2 Dec 2014
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Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1316   SF 1293   207663   Lode   MGI   09/20/2011   MGI   11/22/2011   365197   1316
1317   SF 1294   207664   Lode   MGI   09/20/2011   MGI   11/22/2011   365198   1317
1318   SF 1295   207665   Lode   MGI   09/20/2011   MGI   11/22/2011   365199   1318
1319   SF 1296   207666   Lode   MGI   09/20/2011   MGI   11/22/2011   365200   1319
1320   SF 1297   207667   Lode   MGI   09/20/2011   MGI   11/22/2011   365201   1320
1321   SF 1298   207668   Lode   MGI   09/20/2011   MGI   11/22/2011   365202   1321
1322   SF 1299   207669   Lode   MGI   09/20/2011   MGI   11/22/2011   365203   1322
1323   SF 1300   207670   Lode   MGI   09/20/2011   MGI   11/23/2011   365209   1323
1324   SF 1301   207671   Lode   MGI   09/20/2011   MGI   11/23/2011   365210   1324
1325   SF 1302   207672   Lode   MGI   09/20/2011   MGI   11/23/2011   365211   1325
1326   SF 1303   207673   Lode   MGI   09/19/2011   MGI   11/23/2011   365212   1326
1327   SF 1304   207674   Lode   MGI   09/19/2011   MGI   11/23/2011   365213   1327
1328   SF 1305   207675   Lode   MGI   09/19/2011   MGI   11/23/2011   365214   1328
1329   SF 1306   207676   Lode   MGI   09/19/2011   MGI   11/23/2011   365215   1329
1330   SF 1307   207677   Lode   MGI   09/19/2011   MGI   11/23/2011   365216   1330
1331   SF 1308   207678   Lode   MGI   09/19/2011   MGI   11/23/2011   365217   1331
1332   SF 1309   207679   Lode   MGI   09/19/2011   MGI   11/23/2011   365218   1332
1333   SF 1310   207680   Lode   MGI   09/19/2011   MGI   11/23/2011   365219   1333
1334   SF 1311   207681   Lode   MGI   09/19/2011   MGI   11/23/2011   365220   1334
1335   SF 1312   207682   Lode   MGI   09/19/2011   MGI   11/23/2011   365221   1335
1336   SF 1313   207683   Lode   MGI   09/19/2011   MGI   11/23/2011   365222   1336
1337   SF 1314   207684   Lode   MGI   09/19/2011   MGI   11/23/2011   365223   1337
1338   SF 1315   207685   Lode   MGI   09/19/2011   MGI   11/23/2011   365227   1338
1339   SF 1316   207686   Lode   MGI   09/19/2011   MGI   11/23/2011   365228   1339
1340   SF 1317   207687   Lode   MGI   09/19/2011   MGI   11/23/2011   365229   1340
1341   SF 1318   207688   Lode   MGI   09/19/2011   MGI   11/23/2011   365230   1341
1342   SF 1319   207689   Lode   MGI   09/19/2011   MGI   11/23/2011   365231   1342
1343   SF 1320   207690   Lode   MGI   09/19/2011   MGI   11/23/2011   365232   1343

 

   M3-PN130029
2 Dec 2014
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Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1344   SF 1321   207691   Lode   MGI   09/19/2011   MGI   11/23/2011   365233   1344
1345   SF 1322   207692   Lode   MGI   09/19/2011   MGI   11/23/2011   365234   1345
1346   SF 1323   207693   Lode   MGI   09/19/2011   MGI   11/23/2011   365238   1346
1347   SF 1324   207694   Lode   MGI   09/19/2011   MGI   11/23/2011   365239   1347
1348   SF 1325   207695   Lode   MGI   09/19/2011   MGI   11/23/2011   365240   1348
1349   SF 1326   207696   Lode   MGI   09/19/2011   MGI   11/23/2011   365241   1349
1350   SF 1327   207697   Lode   MGI   09/19/2011   MGI   11/23/2011   365242   1350
1351   SF 1328   207698   Lode   MGI   09/19/2011   MGI   11/23/2011   365243   1351
1352   SF 1329   207699   Lode   MGI   09/19/2011   MGI   11/23/2011   365244   1352
1353   SF 1330   207700   Lode   MGI   09/19/2011   MGI   11/23/2011   365245   1353
1354   SF 1331   207701   Lode   MGI   09/19/2011   MGI   11/23/2011   365246   1354
1355   SF 1332   207702   Lode   MGI   09/19/2011   MGI   11/23/2011   365248   1355
1356   SF 1333   207703   Lode   MGI   09/19/2011   MGI   11/23/2011   365249   1356
1357   SF 1334   207704   Lode   MGI   09/19/2011   MGI   11/23/2011   365250   1357
1358   SF 1335   207705   Lode   MGI   09/19/2011   MGI   11/23/2011   365251   1358
1359   SF 1336   207706   Lode   MGI   09/19/2011   MGI   11/23/2011   365252   1359
1360   SF 1337   207707   Lode   MGI   09/19/2011   MGI   11/23/2011   365253   1360
1361   SF 1338   207708   Lode   MGI   09/19/2011   MGI   11/23/2011   365254   1361
1362   SF 1339   207709   Lode   MGI   09/19/2011   MGI   11/23/2011   365255   1362
1363   SF 1340   207710   Lode   MGI   09/19/2011   MGI   11/23/2011   365256   1363
1364   SF 1341   207711   Lode   MGI   09/19/2011   MGI   11/23/2011   365257   1364
1365   SF 1342   207712   Lode   MGI   09/19/2011   MGI   11/23/2011   365258   1365
1366   SF 1343   207713   Lode   MGI   09/19/2011   MGI   11/23/2011   365259   1366
1367   SF 1344   207714   Lode   MGI   09/19/2011   MGI   11/23/2011   365260   1367
1368   SF 1345   207715   Lode   MGI   09/19/2011   MGI   11/23/2011   365261   1368
1369   SF 1346   207716   Lode   MGI   09/19/2011   MGI   11/23/2011   365262   1369
1370   SF 1347   207717   Lode   MGI   09/19/2011   MGI   11/23/2011   365269   1370
1371   SF 1348   207718   Lode   MGI   09/19/2011   MGI   11/23/2011   365270   1371

 

   M3-PN130029
2 Dec 2014
Revision R0
 
 
 
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Prefeasibility Study Technical Report

 

Count   Claim Name   IMC No.1   Claim Type   Owner2   Location Date   Locator3   Recorded Date   Instrument
No.4
  Count
1372   SF 1349   207719   Lode   MGI   09/19/2011   MGI   11/23/2011   365271   1372
1373   SF 1350   207720   Lode   MGI   09/19/2011   MGI   11/23/2011   365272   1373
1374   SF 1351   207721   Lode   MGI   09/19/2011   MGI   11/23/2011   365273   1374
1375   SF 1352   207722   Lode   MGI   09/19/2011   MGI   11/23/2011   365274   1375
1376   SF 1353   207723   Lode   MGI   09/19/2011   MGI   11/23/2011   365275   1376
1377   SF 1354   207724   Lode   MGI   09/19/2011   MGI   11/23/2011   365276   1377
1378   SF 1355   207725   Lode   MGI   09/20/2011   MGI   11/23/2011   365277   1378
1379   SF 1356   207145   Lode   MGI   10/05/2011   MGI   10/31/2011   363890   1379
1380   SF 1357   207146   Lode   MGI   10/05/2011   MGI   10/31/2011   363891   1380
1381   SF 1358   207147   Lode   MGI   10/05/2011   MGI   10/31/2011   363892   1381
1382   YP1   186740   Lode   IGR   10/15/2003   Vista   12/02/2003   278442   1382
1383   YP2   186741   Lode   IGR   10/15/2003   Vista   12/02/2003   278443   1383
1384   YP3   186742   Lode   IGR   10/15/2003   Vista   12/02/2003   278444   1384
1385   YP4   186743   Lode   IGR   10/15/2003   Vista   12/02/2003   278445   1385
1386   YP5   186744   Lode   IGR   10/15/2003   Vista   12/02/2003   278446   1386
1387   YP6   186745   Lode   IGR   10/15/2003   Vista   12/02/2003   278447   1387
1388   YP7   186746   Lode   IGR   10/19/2003   Vista   12/02/2003   278448   1388
1389   YP8   186747   Lode   IGR   10/19/2003   Vista   12/02/2003   278449   1389

 

Notes:

1.            IMC = Bureau of Land Management (BLM) Recordation Serial Number.

2.            MGI = Midas Gold, Inc., IGR = Idaho Gold Resources LLC. 

3.            MGI = Midas Gold, Inc., MGIAC = MGI Acquisition Corp., Niagara = Niagara Mining and Development Co., Inc., Vista = Vista Gold Corp.

4.            Certificate of Location recorded in Valley County, Idaho with listed Instrument Number.

 

   M3-PN130029
2 Dec 2014
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Prefeasibility Study Technical Report

 

APPENDIX III: FINANCIAL MODEL

 

 

   M3-PN130029
8 Dec 2014
Revision R0
 
 
 
II-1
 

 

 

 

 

Mining and Processing Stibnite Gold Project  
All Cases Midas Gold Corporation  

 

        Total     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Mine                                                                                                                    
Yellow Pine                                                                                                                    
High Antimony   kst     6,750       225       1,358       1,310       666       1,688       748       519       236                                          
Gold grade   oz/st     0.065       0.061       0.072       0.073       0.062       0.055       0.058       0.066       0.085                                          
Silver grade   oz/st     0.21       0.25       0.21       0.22       0.17       0.26       0.15       0.17       0.12                                          
Antimony grade   %     0.59 %     0.66 %     0.52 %     0.60 %     0.58 %     0.71 %     0.52 %     0.68 %     0.22 %                                        
Contained Gold   kozs     438       14       97       95       41       94       43       34       20                                          
Contained Silver   kozs     1,420       56       292       291       112       442       112       88       29                                          
Contained Antimony   klbs     80,011       2,951       14,098       15,591       7,699       23,902       7,734       7,017       1,020                                          
Low Antimony   kst     37,235       213       3,133       5,963       6,346       5,542       6,308       5,749       3,981                                          
Gold grade   oz/t     0.056       0.046       0.066       0.062       0.052       0.053       0.052       0.053       0.061                                          
Silver grade   oz/t     0.07       0.15       0.13       0.08       0.06       0.07       0.06       0.05       0.05                                          
Antimony grade   %     0.01 %     0.01 %     0.02 %     0.01 %     0.01 %     0.01 %     0.01 %     0.01 %     0.01 %                                        
Contained Gold   kozs     2,085       10       206       371       329       292       327       306       244                                          
Contained Silver   kozs     2,553       31       407       503       349       405       366       305       187                                          
Contained Antimony   klbs     6,365       55       1,035       1,196       888       887       1,135       690       478                                          
Total Yellow Pine   kst     43,985       438       4,491       7,273       7,012       7,230       7,056       6,268       4,217                                          
Gold grade   oz/st     0.057       0.054       0.067       0.064       0.053       0.053       0.053       0.054       0.063                                          
Silver grade   oz/st     0.09       0.20       0.16       0.11       0.07       0.12       0.07       0.06       0.05                                          
Antimony grade   %     0.10 %     0.34 %     0.17 %     0.12 %     0.06 %     0.17 %     0.06 %     0.06 %     0.02 %                                        
Contained Gold   kozs     2,523       23       303       466       371       386       371       340       264                                          
Contained Silver   kozs     3,973       87       699       794       461       847       478       392       216                                          
Contained Antimony   klbs     86,376       3,007       15,132       16,787       8,587       24,789       8,870       7,707       1,497                                          
Waste Rock   kst     124,304       5,544       10,343       19,712       27,751       31,457       18,945       8,249       2,303                                          
Hangar Flats                                                                                                                    
High Antimony   kst     4,284                       3       27       10               137       736       2,755       500       116                  
Gold grade   oz/st     0.056                       0.044       0.033       0.029               0.061       0.051       0.059       0.045       0.046                  
Silver grade   oz/st     0.17                       0.06       0.06       0.06               0.16       0.13       0.20       0.09       0.12                  
Antimony grade   %     0.43 %                     0.11 %     0.13 %     0.11 %             0.46 %     0.45 %     0.47 %     0.19 %     0.26 %                
Contained Gold   kozs     238                       0.1       0.9       0.3               8.3       37.8       162.5       22.7       5.3                  
Contained Silver   kozs     712                       0.2       1.7       0.6               21.2       92.7       537.2       44.5       13.8                  
Contained Antimony   klbs     36,438                       6       71       22               1,255       6,653       25,897       1,940       594                  
Low Antimony   kst     11,146                       113       351       150       336       722       1,963       3,626       2,625       1,260                  
Gold grade   oz/st     0.040                       0.032       0.033       0.027       0.027       0.053       0.039       0.043       0.038       0.043                  
Silver grade   oz/st     0.06                       0.05       0.04       0.03       0.03       0.06       0.06       0.07       0.04       0.06                  
Antimony grade   %     0.02 %                     0.02 %     0.01 %     0.02 %     0.01 %     0.02 %     0.02 %     0.02 %     0.02 %     0.02 %                
Contained Gold   kozs     449                       3.6       11.6       4.0       9.1       38.4       75.8       154.1       99.0       53.7                  
Contained Silver   kozs     615                       5.3       14.0       5.1       9.7       46.2       117.8       235.7       110.3       70.6                  
Contained Antimony   klbs     4,319                       48       84       72       40       332       746       1,595       998       403                  
Total Hangar Flats   kst     15,430                       116       378       160       336       859       2,699       6,381       3,125       1,376                  
Gold grade   oz/st     0.045                       0.032       0.033       0.027       0.027       0.054       0.042       0.050       0.039       0.043                  
Silver grade   oz/st     0.09                       0.05       0.04       0.04       0.03       0.08       0.08       0.12       0.05       0.06                  
Antimony grade   %     0.13 %                     0.02 %     0.02 %     0.03 %     0.01 %     0.09 %     0.14 %     0.22 %     0.05 %     0.04 %                
Contained Gold   kozs     687                       3.7       12.5       4.3       9.1       46.8       113.6       316.7       121.7       59.0                  
Contained Silver   kozs     1,327                       5.5       15.7       5.7       9.7       67.4       210.5       772.9       154.8       84.4                  
Contained Antimony   klbs     40,757                       55       155       94       40       1,587       7,399       27,492       2,938       997                  
Waste Rock         86,696       2,246       -       2,190       3,679       1,547       9,900       10,659       21,005       26,247       7,479       1,744                  

 

 

 

 

 

 

Mining and Processing Stibnite Gold Project  
All Cases Midas Gold Corporation  

 

        Total     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
West End                                                                                                                    
Low Antimony   kst     24,914                                                       249       453       904       3,652       5,094       7,245       7,317  
Gold grade   oz/st     0.041                                                       0.038       0.057       0.048       0.041       0.037       0.041       0.043  
Silver grade   oz/st     0.04                                                       0.02       0.02       0.02       0.03       0.05       0.06       0.05  
Contained Gold   kozs     1,024                                                       9.6       26.0       42.9       148.6       185.9       299.2       311.7  
Contained Silver   kozs     1,090                                                       5.5       7.7       18.1       91.3       239.4       398.5       329.3  
Oxide Feed   kt     10,736       129       1,782       660       660       660       658       674       681       765       1,273       1,580       805       409  
Gold grade   oz/st     0.022       0.033       0.022       0.024       0.022       0.021       0.021       0.016       0.019       0.018       0.023       0.023       0.025       0.023  
Silver grade   oz/st     0.03       0.05       0.02       0.02       0.03       0.03       0.02       0.01       0.02       0.02       0.03       0.04       0.05       0.05  
Contained Gold   kozs     233       4.3       39.5       15.5       14.5       13.9       13.8       11.1       12.7       13.8       28.6       36.5       19.8       9.3  
Contained Silver   kozs     314       6.6       41.2       16.2       17.2       17.2       13.2       9.4       15.7       15.3       39.5       63.2       41.1       18.4  
Total West End   kst     35,650       129       1,782       660       660       660       658       923       1,134       1,669       4,925       6,674       8,050       7,726  
Gold grade   oz/st     0.035       0.033       0.022       0.024       0.022       0.021       0.021       0.022       0.034       0.034       0.036       0.033       0.040       0.042  
Silver grade   oz/st     0.04       0.05       0.02       0.02       0.03       0.03       0.02       0.02       0.02       0.02       0.03       0.05       0.05       0.05  
Contained Gold   kozs     1,257       4.3       39.5       15.5       14.5       13.9       13.8       20.6       38.7       56.8       177.3       222.4       319.0       321.0  
Contained Silver   kozs     1,404       6.6       41.2       16.2       17.2       17.2       13.2       14.9       23.4       33.4       130.8       302.6       439.5       347.7  
Waste Rock         125,217       -       830       5,606       1,508       1,374       946       5,105       15,042       10,642       7,703       26,470       31,277       18,714  
Historic Tailings   kst     3,001               477       916       916       692                                                                  
Gold grade   oz/st     0.034               0.034       0.031       0.037       0.032                                                                  
Silver grade   oz/st     0.08               0.08       0.07       0.08       0.11                                                                  
Contained Gold   kozs     101               16.4       28.9       33.9       22.1                                                                  
Contained Silver   kozs     252               37.5       60.9       76.0       77.5                                                                  
Spent Ore and Inferred Historic Tailings         5,752       5,752                                                                                                  
Process Plant                                                                                                                    
Yellow Pine                                                                                                                    
High Antimony   kst     6,750               1,583       1,310       666       1,688       748       519       236                                          
Gold grade   oz/st     0.065               0.070       0.073       0.062       0.055       0.058       0.066       0.085                                          
Silver grade   oz/st     0.21               0.22       0.22       0.17       0.26       0.15       0.17       0.12                                          
Antimony grade   %     0.59 %             0.54 %     0.60 %     0.58 %     0.71 %     0.52 %     0.68 %     0.22 %                                        
Contained Gold   kozs     438               111       95       41       94       43       34       20                                          
Contained Silver   kozs     1,420               347       291       112       442       112       88       29                                          
Contained Antimony   klbs     80,011               17,049       15,591       7,699       23,902       7,734       7,017       1,020                                          
Gold Bullion Recovery   %     87.2 %             87.8 %     87.9 %     86.8 %     86.0 %     86.3 %     87.3 %     89.5 %                                        
Silver Bullion Recovery   %     8.5 %             8.5 %     8.5 %     8.5 %     8.5 %     8.5 %     8.5 %     8.5 %                                        
Recovered Gold   kozs     382               97.4       83.6       35.7       80.4       37.2       29.7       17.9                                          
Recovered Silver   kozs     121               29.5       24.7       9.5       37.6       9.5       7.5       2.4                                          
Antimony - Gold Recovery   %     2.7 %             2.60 %     2.66 %     2.69 %     2.89 %     2.72 %     2.69 %     2.04 %                                        
Antimony - Silver Recovery   %     43.0 %             43.0 %     43.0 %     42.9 %     43.1 %     42.9 %     43.1 %     43.1 %                                        
Antimony Recovery   %     87.3 %             86.7 %     87.1 %     87.1 %     88.4 %     86.0 %     88.1 %     77.6 %                                        
Antimony Concentrate   kst     59.2               12.5       11.5       5.7       17.9       5.6       5.2       0.7                                          
Antimony Concentrate Grade   %     59 %             59 %     59 %     59 %     59 %     59 %     59 %     59 %                                        
Recovered Gold   kozs     12               2.9       2.5       1.1       2.7       1.2       0.9       0.4                                          
Recovered Silver   kozs     611               149       125       48       191       48       38       12                                          
Recovered Antimony   klbs     69,822               14,776       13,584       6,705       21,137       6,648       6,180       792                                          
Low Antimony   kst     37,235               3,346       5,963       6,346       5,542       6,308       5,749       3,981                                          
Gold grade   oz/st     0.056               0.064       0.062       0.052       0.053       0.052       0.053       0.061                                          
Silver grade   oz/st     0.07               0.13       0.08       0.06       0.07       0.06       0.05       0.05                                          
Antimony grade   %     0.01 %             0.02 %     0.01 %     0.01 %     0.01 %     0.01 %     0.01 %     0.01 %                                        
Contained Gold   kozs     2,085               216       371       329       292       327       306       244                                          
Contained Silver   kozs     2,553               438       503       349       405       366       305       187                                          
Contained Antimony   klbs     6,365               1,090       1,196       888       887       1,135       690       478                                          
Gold Bullion Recovery   %     90.2 %             90.6 %     90.6 %     89.7 %     90.2 %     90.1 %     89.9 %     90.6 %                                        
Silver Bullion Recovery   %     8.5 %             8.5 %     8.5 %     8.5 %     8.5 %     8.5 %     8.5 %     8.5 %                                        
Recovered Gold   kozs     1,881               195       336       296       264       295       275       221                                          
Recovered Silver   kozs     217               37       43       30       34       31       26       16                                          

 

 

 

 

 

Mining and Processing Stibnite Gold Project  
All Cases Midas Gold Corporation  

 

        Total     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Total Yellow Pine   kst     43,985               4,929       7,273       7,012       7,230       7,056       6,268       4,217                                        
Gold grade   oz/st     0.057               0.066       0.064       0.053       0.053       0.053       0.054       0.063                                        
Silver grade   oz/st     0.09               0.16       0.11       0.07       0.12       0.07       0.06       0.05                                        
Antimony grade   %     0.10 %             0.18 %     0.12 %     0.06 %     0.17 %     0.06 %     0.06 %     0.02 %                                      
Contained Gold   kozs     2,523               327       466       371       386       371       340       264                                        
Contained Silver   kozs     3,973               785       794       461       847       478       392       216                                        
Contained Antimony   klbs     86,376               18,139       16,787       8,587       24,789       8,870       7,707       1,497                                        
Gold Bullion Recovery   %     89.7 %             89.6 %     90.0 %     89.4 %     89.2 %     89.7 %     89.7 %     90.5 %                                      
Silver Bullion Recovery   %     8.5 %             8.5 %     8.5 %     8.5 %     8.5 %     8.5 %     8.5 %     8.5 %                                      
Recovered Gold   kozs     2,263               293       419       331       344       332       305       239                                        
Recovered Silver   kozs     338               67       67       39       72       41       33       18                                        
Antimony - Gold Recovery   %     0.5 %             0.89 %     0.54 %     0.30 %     0.70 %     0.32 %     0.27 %     0.15 %                                      
Antimony - Silver Recovery   %     15.4 %             19.0 %     15.8 %     10.4 %     22.5 %     10.1 %     9.6 %     5.7 %                                      
Antimony Recovery   %     80.8 %             81.5 %     80.9 %     78.1 %     85.3 %     75.0 %     80.2 %     52.9 %                                      
Antimony Concentrate   kst     59               12.5       11.5       5.7       17.9       5.6       5.2       0.7                                        
Antimony Concentrate Grade   %     59 %             59 %     59 %     59 %     59 %     59 %     59 %     59 %                                      
Recovered Gold   kozs     12               2.89       2.53       1.11       2.70       1.17       0.91       0.41                                        
Recovered Silver   kozs     611               149       125       48       191       48       38       12                                        
Recovered Antimony   klbs     69,822               14,776       13,584       6,705       21,137       6,648       6,180       792                                        
Hangar Flats                                                                                                                  
High Antimony   kst     4,284                       3       27       10               137       736       2,755       500       116                
Gold grade   oz/st     0.056                       0.044       0.033       0.029               0.061       0.051       0.059       0.045       0.046                
Silver grade   oz/st     0.17                       0.06       0.06       0.06               0.16       0.13       0.20       0.09       0.12                
Antimony grade   %     0.43 %                     0.11 %     0.13 %     0.11 %             0.46 %     0.45 %     0.47 %     0.19 %     0.26 %              
Contained Gold   kozs     238                       0.13       0.89       0.29               8.34       37.83       162.55       22.70       5.34                
Contained Silver   kozs     712                       0.17       1.67       0.59               21.24       92.74       537.23       44.50       13.80                
Contained Antimony   klbs     36,438                       6       71       22               1,255       6,653       25,897       1,940       594                
Gold Bullion Recovery   %     84.0 %                     89.5 %     88.7 %     86.1 %             83.5 %     83.9 %     83.6 %     86.5 %     86.9 %              
Silver Bullion Recovery   %     5.1 %                     5.1 %     5.1 %     5.0 %             5.1 %     5.1 %     5.1 %     5.1 %     5.1 %              
Recovered Gold   kozs     200                       0.12       0.79       0.25               6.97       31.75       135.83       19.64       4.64                
Recovered Silver   kozs     36                       0.01       0.08       0.03               1.08       4.75       27.40       2.25       0.70                
Antimony - Gold Recovery   %     2.2 %                     1.30 %     1.03 %     0.85 %             2.17 %     1.93 %     2.41 %     1.78 %     1.80 %              
Antimony - Silver Recovery   %     49.1 %                     48.7 %     49.4 %     49.0 %             49.1 %     49.1 %     49.1 %     48.8 %     49.0 %              
Antimony Recovery   %     82.4 %                     71.7 %     73.5 %     72.2 %             83.0 %     82.6 %     82.9 %     76.3 %     78.5 %              
Antimony Concentrate   kt     25                       0.00       0.04       0.01               0.88       4.66       18.20       1.26       0.40                
Antimony Concentrate Grade   %     59 %                     59 %     59 %     59 %             59 %     59 %     59 %     59 %     59 %              
Recovered Gold   kozs     5                       0.002       0.009       0.003               0.181       0.729       3.912       0.405       0.096                
Recovered Silver   kozs     349                       0.08       0.83       0.29               10.43       45.56       263.65       21.70       6.76                
Recovered Antimony   klbs     30,030                       5       52       16               1,041       5,496       21,472       1,481       466                
Low Antimony   kst     11,146                       113       351       150       336       722       1,963       3,626       2,625       1,260                
Gold grade   oz/st     0.04                       0.032       0.033       0.027       0.027       0.053       0.039       0.043       0.038       0.043                
Silver grade   oz/st     0.06                       0.047       0.040       0.034       0.029       0.064       0.060       0.065       0.042       0.056                
Antimony grade   %     0.02 %                     0.02 %     0.01 %     0.02 %     0.01 %     0.02 %     0.02 %     0.02 %     0.02 %     0.02 %              
Contained Gold   kozs     449                       3.6       11.6       4.0       9.1       38.4       75.8       154.1       99.0       53.7                
Contained Silver   kozs     615                       5.3       14.0       5.1       9.7       46.2       117.8       235.7       110.3       70.6                
Contained Antimony   klbs     4,319                       48       84       72       40       332       746       1,595       998       403                
Gold Bullion Recovery   %     88.3 %                     89.1 %     90.8 %     89.8 %     89.6 %     86.3 %     87.8 %     88.1 %     88.9 %     88.8 %              
Silver Bullion Recovery   %     5.1 %                     5.1 %     5.1 %     5.0 %     5.3 %     5.0 %     5.1 %     5.1 %     5.1 %     5.2 %              
Recovered Gold   kozs     397                       3       11       4       8       33       67       136       88       48                
Recovered Silver   kozs     31                       0.27       0.72       0.26       0.51       2.33       6.01       12.02       5.58       3.64                

 

 

 

 

 

 

Mining and Processing Stibnite Gold Project  
All Cases Midas Gold Corporation  

 

        Total     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Total Hangar Flats   kst     15,430                       116       378       160       336       859       2,699       6,381       3,125       1,376                
Gold grade   oz/st     0.04                       0.032       0.033       0.027       0.027       0.054       0.042       0.050       0.039       0.043                
Silver grade   oz/st     0.09                       0.047       0.042       0.036       0.029       0.079       0.078       0.121       0.050       0.061                
Antimony grade   %     0.13 %                     0.02 %     0.02 %     0.03 %     0.01 %     0.09 %     0.14 %     0.22 %     0.05 %     0.04 %              
Contained Gold   kozs     687                       3.7       12.5       4.3       9.1       47       114       317       122       59                
Contained Silver   kozs     1,327                       5.5       15.7       5.7       9.7       67       211       773       155       84                
Contained Antimony   klbs     40,757                       55       155       94       40       1,587       7,399       27,492       2,938       997                
Gold Bullion Recovery   %     86.8 %                     89.1 %     90.6 %     89.5 %     89.6 %     85.8 %     86.5 %     85.8 %     88.4 %     88.7 %              
Silver Bullion Recovery   %     5.1 %                     5.1 %     5.1 %     5.0 %     5.3 %     5.1 %     5.1 %     5.1 %     5.1 %     5.1 %              
Recovered Gold   kozs     597                       3.33       11.30       3.82       8.19       40.13       98.29       271.65       107.61       52.32                
Recovered Silver   kozs     68                       0.28       0.80       0.28       0.51       3.42       10.76       39.42       7.83       4.34                
Antimony - Gold Recovery   %     0.8 %                     0.05 %     0.07 %     0.06 %     -       0.39 %     0.64 %     1.24 %     0.33 %     0.16 %              
Antimony - Silver Recovery   %     26.3 %                     1.5 %     5.3 %     5.1 %     -       15.5 %     21.6 %     34.1 %     14.0 %     8.0 %              
Antimony Recovery   %     73.7 %                     8.3 %     33.6 %     16.9 %     -       65.6 %     74.3 %     78.1 %     50.4 %     46.8 %              
Antimony Concentrate   kt     25.45                       0.00       0.04       0.01               0.88       4.66       18.20       1.26       0.40                
Antimony Concentrate Grade   %     59 %                     59 %     59 %     59 %             59 %     59 %     59 %     59 %     59 %              
Recovered Gold   kozs     5                       0.002       0.009       0.003               0.181       0.729       3.912       0.405       0.096                
Recovered Silver   kozs     349                       0.08       0.83       0.29               10.43       45.56       263.65       21.70       6.76                
Recovered Antimony   klbs     30,030                       4.6       52.0       15.9               1,041       5,496       21,472       1,481       466                
West End                                                                                                                  
Low Antimony   kst     24,914                                                       249       453       904       3,652       5,094       7,245     7,317  
Gold grade   oz/st     0.041                                                       0.038       0.057       0.048       0.041       0.037       0.041     0.043  
Silver grade   oz/st     0.04                                                       0.02       0.02       0.02       0.03       0.05       0.06     0.05  
Contained Gold   kozs     1,024                                                       10       26       43       149       186       299     312  
Contained Silver   kozs     1,090                                                       5       8       18       91       239       398     329  
Gold Bullion Recovery   %     87.8 %                                                     88.6 %     87.8 %     87.8 %     88.7 %     89.0 %     87.5 %   87.0 %
Silver Bullion Recovery   %     49.8 %                                                     49.5 %     50.0 %     48.9 %     49.3 %     50.1 %     49.9 %   49.7 %
Recovered Gold   kozs     899                                                       8       23       38       132       165       262     271  
Recovered Silver   kozs     543                                                       3       4       9       45       120       199     164  
Oxide Feed   kst     10,736               1,911       660       660       660       658       674       681       765       1,273       1,580       805     409  
Gold grade   oz/st     0.022               0.023       0.024       0.022       0.021       0.021       0.016       0.019       0.018       0.023       0.023       0.025     0.023  
Silver grade   oz/st     0.03               0.03       0.02       0.03       0.03       0.02       0.01       0.02       0.02       0.03       0.04       0.05     0.05  
Contained Gold   kozs     233               43.8       15.5       14.5       13.9       13.8       11.1       12.7       13.8       28.6       36.5       19.8     9.3  
Contained Silver   kozs     314               47.8       16.2       17.2       17.2       13.2       9.4       15.7       15.3       39.5       63.2       41.1     18.4  
Gold Bullion Recovery   %     81.9 %             73.1 %     69.9 %     76.7 %     74.6 %     74.6 %     86.5 %     88.0 %     86.6 %     89.5 %     88.9 %     89.1 %   87.0 %
Silver Bullion Recovery   %     44.1 %             44.1 %     44.2 %     44.8 %     43.5 %     43.8 %     44.3 %     44.3 %     44.2 %     43.6 %     44.4 %     44.0 %   44.2 %
Recovered Gold   kozs     191               32.0       10.8       11.1       10.3       10.3       9.6       11.1       12.0       25.6       32.4       17.6     8.1  
Recovered Silver   kozs     138               21.1       7.2       7.7       7.5       5.8       4.2       6.9       6.8       17.2       28.1       18.1     8.1  
Total West End   kst     35,650               1,911       660       660       660       658       923       1,134       1,669       4,925       6,674       8,050     7,726  
Gold grade   oz/st     0.035               0.023       0.024       0.022       0.021       0.021       0.022       0.034       0.034       0.036       0.033       0.040     0.042  
Silver grade   oz/st     0.04               0.03       0.02       0.03       0.03       0.02       0.02       0.02       0.02       0.03       0.05       0.05     0.05  
Contained Gold   kozs     1,257               44       16       15       14       14       21       39       57       177       222       319     321  
Contained Silver   kozs     1,404               48       16       17       17       13       15       23       33       131       303       440     348  
Gold Bullion Recovery   %     86.7 %             73.1 %     69.9 %     76.7 %     74.6 %     74.6 %     87.5 %     87.9 %     87.5 %     88.8 %     89.0 %     87.6 %   87.0 %
Silver Bullion Recovery   %     48.5 %             44.1 %     44.2 %     44.8 %     43.5 %     43.8 %     46.2 %     46.2 %     46.7 %     47.6 %     48.9 %     49.4 %   49.4 %
Recovered Gold   kozs     1,090               32.0       10.8       11.1       10.3       10.3       18.0       34.0       49.7       157.4       197.9       279.5     279.4  
Recovered Silver   kozs     681               21.1       7.2       7.7       7.5       5.8       6.9       10.8       15.6       62.2       148.0       217.0     171.7  
Historic Tailings   kst     3,001               477       916       916       692                                                                
Gold grade   oz/st     0.032               0.032       0.032       0.032       0.032                                                                
Silver grade   oz/st     0.08               0.08       0.08       0.08       0.08                                                                
Contained Gold   kozs     97               15       30       29       22                                                                
Contained Silver   kozs     239               38       73       73       55                                                                
Gold Bullion Recovery   %     74.5 %             70.5 %     69.7 %     77.0 %     80.3 %                                                              
Silver Bullion Recovery   %     8.5 %             8.5 %     8.5 %     8.5 %     8.5 %                                                              
Recovered Gold   kozs     72               11       21       23       18                                                                
Recovered Silver   kozs     20               3.2       6.2       6.2       4.7                                                                

 

 

 

 

 

Case A   Stibnite Gold Project   Gold - $1,200/oz
Payables and Revenue   Midas Gold Corporation   Silver - $20.00/oz
        Antimony - $4.00/lb

 

        Total     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Payable Metals                                                                                                                    
Dore Metals                                                                                                                    
Payable Gold - Dore   kozs     4,002               334       452       375       374       349       361       370       320       264       249       278       278  
Payable Silver - Dore   kozs     1,085               89       79       53       83       46       43       39       54       69       149       213       168  
Antimony Concentrate Payable Metals                                                                                                                    
Antimony Concentrate   kst     84.6               12.5       11.5       5.7       17.9       5.6       6.1       5.3       18.2       1.3       0.4                  
Payable Gold - Concentrate   kozs     3.2               0.43       0.49       0.43       0.50       0.15       0.16       0.22       0.67       0.08       0.02                  
Payable Silver - Concentrate   kozs     382               54.3       46.8       53.7       68.0       18.3       11.6       23.5       94.6       8.8       2.8                  
Payable Antimony - Concentrate   klbs     67,900               10,048       9,240       4,595       14,384       4,521       4,911       4,276       14,601       1,007       317                  
Revenues   Thounsands of US dollars ($000s)
Metal Prices                                                                                                                    
Gold   $/oz   $ 1,200.00             $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00     $ 1,200.00  
Silver   $/oz   $ 20.00             $ 20.00     $ 20.00     $ 20.00     $ 20.00     $ 20.00     $ 20.00     $ 20.00     $ 20.00     $ 20.00     $ 20.00     $ 20.00     $ 20.00  
Antimony   $/lb   $ 4.00             $ 4.00     $ 4.00     $ 4.00     $ 4.00     $ 4.00     $ 4.00     $ 4.00     $ 4.00     $ 4.00     $ 4.00     $ 4.00     $ 4.00  
Dore                                                                                                                    
Gold       $ 4,802,897             $ 400,573     $ 542,088     $ 449,482     $ 448,934     $ 418,817     $ 433,245     $ 443,603     $ 383,696     $ 316,433     $ 298,751     $ 333,669     $ 333,605  
Silver       $ 21,697             $ 1,785     $ 1,590     $ 1,056     $ 1,655     $ 919     $ 856     $ 782     $ 1,078     $ 1,373     $ 2,986     $ 4,253     $ 3,365  
Refining/Transport Cost                                                                                                                    
Gold       $ 8,605             $ 718     $ 971     $ 805     $ 804     $ 750     $ 776     $ 795     $ 687     $ 567     $ 535     $ 598     $ 598  
Silver       $ 1,790             $ 147     $ 131     $ 87     $ 136     $ 76     $ 71     $ 65     $ 89     $ 113     $ 246     $ 351     $ 278  
Antimony Concentrate                                                                                                                    
Gold       $ 3,782             $ 512     $ 589     $ 515     $ 600     $ 185     $ 189     $ 269     $ 806     $ 92     $ 26                  
Silver       $ 7,645             $ 1,085     $ 935     $ 1,073     $ 1,359     $ 366     $ 233     $ 470     $ 1,891     $ 176     $ 57                  
Antimony       $ 271,598             $ 40,190     $ 36,960     $ 18,380     $ 57,536     $ 18,083     $ 19,643     $ 17,103     $ 58,405     $ 4,028     $ 1,268                  
Treatment/Transport Cost       $ 13,861             $ 2,051     $ 1,886     $ 938     $ 2,936     $ 923     $ 1,002     $ 873     $ 2,981     $ 206     $ 65                  
Total Revenues       $ 5,083,363             $ 441,229     $ 579,173     $ 468,676     $ 506,206     $ 436,621     $ 452,316     $ 460,495     $ 442,120     $ 321,217     $ 302,242     $ 336,973     $ 336,095  

 

 

 

 

 

Case A   Stibnite Gold Project   Gold - $1,200/oz
Expenses and Results   Midas Gold Corporation   Silver - $20.00/oz
        Antimony - $4.00/lb

 

    Total     Year -3     Year -2     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Operating Cost     Thousands of US dollar ($000s)
Mining   $ 889,999             $ 1,999     $ 23,105     $ 62,065     $ 87,256     $ 92,092     $ 99,799     $ 88,174     $ 82,987     $ 69,083     $ 68,578     $ 70,381     $ 65,794     $ 47,885     $ 30,803  
Process Plant   $ 1,416,809                             $ 107,738     $ 124,488     $ 122,912     $ 124,017     $ 117,470     $ 117,015     $ 120,502     $ 116,896     $ 115,219     $ 115,447     $ 118,681     $ 116,426  
G&A   $ 306,936                             $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578  
Total Operating Cost   $ 2,613,745             $ 1,999     $ 23,105     $ 195,380     $ 237,322     $ 240,581     $ 249,394     $ 231,222     $ 225,580     $ 215,162     $ 211,052     $ 211,178     $ 206,818     $ 192,145     $ 172,806  
Royalty   $ 81,567                             $ 6,806     $ 9,209     $ 7,636     $ 7,628     $ 7,110     $ 7,355     $ 7,532     $ 6,525     $ 5,371     $ 5,070     $ 5,662     $ 5,661  
Property Taxes   $ 3,665                             $ 315     $ 427     $ 389     $ 380     $ 317     $ 366     $ 346     $ 389     $ 137     $ 204     $ 167     $ 230  
Salvage Value   $ -26,524                                                                                                                          
Reclamation/Closure                                                                                                                                
Production Cost   $ 2,672,454             $ 1,999     $ 23,105     $ 202,502     $ 246,957     $ 248,607     $ 257,402     $ 238,650     $ 233,301     $ 223,040     $ 217,965     $ 216,686     $ 212,092     $ 197,973     $ 178,697  
Net Operating Income   $ 2,410,909             $ -1,999     $ -23,105     $ 238,727     $ 332,216     $ 220,069     $ 248,804     $ 197,971     $ 219,015     $ 237,455     $ 224,154     $ 104,532     $ 90,149     $ 139,000     $ 157,398  
Depreciation                                                                                                                                
Initial Capital   $ 970,254                     $ 171     $ 139,264     $ 237,132     $ 169,967     $ 121,993     $ 87,663     $ 85,587     $ 85,683     $ 42,793                                  
Sustaining Capital   $ 154,385                             $ 299     $ 680     $ 2,314     $ 3,693     $ 4,434     $ 10,434     $ 14,129     $ 12,310     $ 11,494     $ 9,664     $ 8,123     $ 7,642  
Total Depreciation   $ 1,124,639                     $ 171     $ 139,563     $ 237,812     $ 172,281     $ 125,686     $ 92,098     $ 96,021     $ 99,812     $ 55,103     $ 11,494     $ 9,664     $ 8,123     $ 7,642  
Net Income after Depreciation   $ 1,286,271             $ -1,999     $ -23,276     $ 99,164     $ 94,404     $ 47,788     $ 123,118     $ 105,873     $ 122,995     $ 137,643     $ 169,051     $ 93,037     $ 80,485     $ 130,877     $ 149,756  
Idaho Mine License Tax   $ 7,259                             $ 471     $ 462     $ 236     $ 616     $ 529     $ 615     $ 688     $ 981     $ 465     $ 402     $ 802     $ 992  
Idaho Corporate Income Tax   $ 44,232                                                     $ 3,717     $ 3,917     $ 4,551     $ 5,093     $ 7,258     $ 3,442     $ 2,978     $ 5,934     $ 7,342  
Federal Income Tax   $ 193,725                                                     $ 16,281     $ 17,157     $ 19,931     $ 22,305     $ 31,788     $ 15,077     $ 13,043     $ 25,989     $ 32,154  
Net Income after Taxes   $ 1,041,055             $ -1,999     $ -23,276     $ 98,694     $ 93,942     $ 47,552     $ 102,503     $ 84,270     $ 97,898     $ 109,557     $ 129,024     $ 74,053     $ 64,062     $ 98,152     $ 109,268  
Cash Flow                                                                                                                                
Net Operating Income   $ 2,410,909             $ -1,999     $ -23,105     $ 238,727     $ 332,216     $ 220,069     $ 248,804     $ 197,971     $ 219,015     $ 237,455     $ 224,154     $ 104,532     $ 90,149     $ 139,000     $ 157,398  
Working Capital                                                                                                                                
Account Receivables                                   $ -18,133     $ -5,669     $ 4,541     $ -1,542     $ 2,860     $ -645     $ -336     $ 755     $ 4,969     $ 780     $ -1,427     $ 36  
Accounts Payable                                   $ 8,029     $ 1,724     $ 134     $ 362     $ -747     $ -232     $ -428     $ -169     $ 5     $ -179     $ -603     $ -795  
Inventory (Parts)                           $ -7,500     $ -7,500                                                                                          
Total Working Capital   $ 0                     $ -7,500     $ -17,603     $ -3,945     $ 4,675     $ -1,180     $ 2,113     $ -877     $ -764     $ 586     $ 4,974     $ 601     $ -2,030     $ -759  
Capital Expenditures                                                                                                                                
Initial Capital   $ 970,254     $ 137,371     $ 341,335     $ 491,548                                                                                                  
Sustaining Capital   $ 154,385                             $ 2,094     $ 1,169     $ 11,627     $ 2,658     $ 9,916     $ 40,566     $ 5,589     $ 7,944     $ 9,039     $ 699     $ 1,797     $ 4,746  
Total Capital Expenditures   $ 1,124,639     $ 137,371     $ 341,335     $ 491,548     $ 2,094     $ 1,169     $ 11,627     $ 2,658     $ 9,916     $ 40,566     $ 5,589     $ 7,944     $ 9,039     $ 699     $ 1,797     $ 4,746  
Cash Flow before Taxes   $ 1,286,271     $ -137,371     $ -343,334     $ -522,153     $ 219,030     $ 327,102     $ 213,117     $ 244,966     $ 190,168     $ 177,572     $ 231,101     $ 216,797     $ 100,467     $ 90,051     $ 135,172     $ 151,894  
Cummulative Cash Flow before Taxes           $ -137,371     $ -480,705     $ -1,002,858     $ -783,829     $ -456,727     $ -243,609     $ 1,356     $ 191,524     $ 369,096     $ 600,197     $ 816,994     $ 917,461     $ 1,007,512     $ 1,142,684     $ 1,294,578  
Taxes   $ 245,216                             $ 471     $ 462     $ 236     $ 20,614     $ 21,603     $ 25,097     $ 28,086     $ 40,027     $ 18,984     $ 16,423     $ 32,725     $ 40,488  
Cash Flow after Taxes   $ 1,041,055     $ -137,371     $ -343,334     $ -522,153     $ 218,559     $ 326,640     $ 212,881     $ 224,351     $ 168,564     $ 152,475     $ 203,015     $ 176,770     $ 81,483     $ 73,628     $ 102,447     $ 111,406  
Cummulative Cash Flow after Taxes           $ -137,371     $ -480,705     $ -1,002,858     $ -784,299     $ -457,659     $ -244,778     $ -20,426     $ 148,138     $ 300,613     $ 503,628     $ 680,398     $ 761,881     $ 835,509     $ 937,956     $ 1,049,362  

 

Economic Indicators before Taxes
NPV @ 0%           $ 1,286,271  
NPV @ 5%     5.0 %   $ 662,398  
NPV @ 7%     7.0 %   $ 488,090  
NPV @ 10%     10.0 %   $ 281,855  
IRR             16.2 %
Payback     Years       4.0  

 

Economic Indicators after Taxes                
NPV @ 0%           $ 1,041,055  
NPV @ 5%     5.0 %   $ 512,978  
NPV @ 10%     10.0 %   $ 187,239  
IRR             14.4 %
Payback     Years       4.1  

 

 

 

 

 

Case A   Stibnite Gold Project   Gold - $1,200/oz
Expenses and Results   Midas Gold Corporation   Silver - $20.00/oz
        Antimony - $4.00/lb

 

    Total     Year 13     Year 14     Year 15     Year 16     Year 17     Year 18     Year 19     Year 20     Year 21     Year 22     Year 23     Year 24     Year 25     Year 26     Year 27     Year 28     Year 29     Year 30  
Operating Cost   Thousands of US dollar ($000s)
Mining   $ 889,999                                                                                                                                                  
Process Plant   $ 1,416,809                                                                                                                                                  
G&A   $ 306,936                                                                                                                                                  
Total Operating Cost   $ 2,613,745                                                                                                                                                  
Royalty   $ 81,567                                                                                                                                                  
Property Taxes   $ 3,665                                                                                                                                                  
Salvage Value   $ -26,524             $ -3,979     $ -3,183     $ -3,183     $ -2,918     $ -2,652     $ -2,652     $ -2,122     $ -2,122     $ -1,857     $ -1,857                                                          
Reclamation/Closure                                                                                                                                                        
Production Cost   $ 2,672,454             $ -3,979     $ -3,183     $ -3,183     $ -2,918     $ -2,652     $ -2,652     $ -2,122     $ -2,122     $ -1,857     $ -1,857                                                          
Net Operating Income   $ 2,410,909             $ 3,979     $ 3,183     $ 3,183     $ 2,918     $ 2,652     $ 2,652     $ 2,122     $ 2,122     $ 1,857     $ 1,857                                                          
Depreciation                                                                                                                                                        
Initial Capital   $ 970,254                                                                                                                                                  
Sustaining Capital   $ 154,385     $ 6,533     $ 6,419     $ 7,111     $ 6,278     $ 5,324     $ 4,955     $ 4,749     $ 4,388     $ 3,743     $ 3,351     $ 3,434     $ 3,263     $ 2,614     $ 1,937     $ 1,616     $ 1,393     $ 975     $ 1,085  
Total Depreciation   $ 1,124,639     $ 6,533     $ 6,419     $ 7,111     $ 6,278     $ 5,324     $ 4,955     $ 4,749     $ 4,388     $ 3,743     $ 3,351     $ 3,434     $ 3,263     $ 2,614     $ 1,937     $ 1,616     $ 1,393     $ 975     $ 1,085  
Net Income after Depreciation   $ 1,286,271     $ -6,533     $ -2,440     $ -3,928     $ -3,096     $ -2,406     $ -2,303     $ -2,097     $ -2,266     $ -1,622     $ -1,494     $ -1,577     $ -3,263     $ -2,614     $ -1,937     $ -1,616     $ -1,393     $ -975     $ -1,085  
Idaho Mine License Tax   $ 7,259                                                                                                                                                  
Idaho Corporate Income Tax   $ 44,232                                                                                                                                                  
Federal Income Tax   $ 193,725                                                                                                                                                  
Net Income after Taxes   $ 1,041,055     $ -6,533     $ -2,440     $ -3,928     $ -3,096     $ -2,406     $ -2,303     $ -2,097     $ -2,266     $ -1,622     $ -1,494     $ -1,577     $ -3,263     $ -2,614     $ -1,937     $ -1,616     $ -1,393     $ -975     $ -1,085  
Cash Flow                                                                                                                                                        
                                                                                                                                                         
Working Capital                                                                                                                                                        
Account Receivables           $ 13,812                                                                                                                                          
Accounts Payable           $ -7,102                                                                                                                                          
Inventory (Parts)                           $ 15,000                                                                                                                          
Total Working Capital   $ 0     $ 6,710             $ 15,000                                                                                                                          
Capital Expenditures                                                                                                                                                        
Initial Capital   $ 970,254                                                                                                                                                  
Sustaining Capital   $ 154,385     $ 8,013     $ 11,019     $ 7,234     $ 3,703     $ 3,112     $ 3,073     $ 3,035     $ 2,806     $ 2,771     $ 4,177     $ 4,111     $ 1,716     $ 332     $ 249     $ 1,190                          
Total Capital Expenditures   $ 1,124,639     $ 8,013     $ 11,019     $ 7,234     $ 3,703     $ 3,112     $ 3,073     $ 3,035     $ 2,806     $ 2,771     $ 4,177     $ 4,111     $ 1,716     $ 332     $ 249     $ 1,190                          
Cash Flow before Taxes   $ 1,286,271     $ -1,303     $ -7,040     $ 10,949     $ -520     $ -194     $ -421     $ -382     $ -685     $ -649     $ -2,320     $ -2,255     $ -1,716     $ -332     $ -249     $ -1,190                          
Cummulative Cash Flow before Taxes           $ 1,293,275     $ 1,286,235     $ 1,297,183     $ 1,296,664     $ 1,296,469     $ 1,296,048     $ 1,295,666     $ 1,294,981     $ 1,294,333     $ 1,292,013     $ 1,289,758     $ 1,288,042     $ 1,287,710     $ 1,287,461     $ 1,286,271     $ 1,286,271     $ 1,286,271     $ 1,286,271  
Taxes   $ 245,216                                                                                                                                                  
Cash Flow after Taxes   $ 1,041,055     $ -1,303     $ -7,040     $ 10,949     $ -520     $ -194     $ -421     $ -382     $ -685     $ -649     $ -2,320     $ -2,255     $ -1,716     $ -332     $ -249     $ -1,190                          
Cummulative Cash Flow after Taxes           $ 1,048,059     $ 1,041,019     $ 1,051,967     $ 1,051,448     $ 1,051,253     $ 1,050,832     $ 1,050,450     $ 1,049,765     $ 1,049,117     $ 1,046,797     $ 1,044,542     $ 1,042,826     $ 1,042,493     $ 1,042,245     $ 1,041,055     $ 1,041,055     $ 1,041,055     $ 1,041,055  

 

Economic Indicators before Taxes
NPV @ 0%           $ 1,286,271  
NPV @ 5%     5.0 %   $ 662,398  
NPV @ 7%     7.0 %   $ 488,090  
NPV @ 10%     10.0 %   $ 281,855  
IRR             16.2 %
Payback     Years       4.0  

 

Economic Indicators after Taxes                
NPV @ 0%           $ 1,041,055  
NPV @ 5%     5.0 %   $ 512,978  
NPV @ 10%     10.0 %   $ 187,239  
IRR             14.4 %
Payback     Years       4.1  

 

 

 

 

Case B (Base Case)    Stibnite Gold Project   Gold - $1,350/oz
Payables and Revenue   Midas Gold Corporation   Silver - $22.50/oz
        Antimony - $4.50/lb

 

        Total     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Payable Metals                                                                                                                    
Dore Metals                                                                                                                    
Payable Gold - Dore   kozs     4,002               334       452       375       374       349       361       370       320       264       249       278       278  
Payable Silver - Dore   kozs     1,085               89       79       53       83       46       43       39       54       69       149       213       168  
Antimony Concentrate Payable Metals                                                                                                                    
Antimony Concentrate   kst     84.6               12.5       11.5       5.7       17.9       5.6       6.1       5.3       18.2       1.3       0.4                  
Payable Gold - Concentrate   kozs     3.2               0.43       0.49       0.43       0.50       0.15       0.16       0.22       0.67       0.08       0.02                  
Payable Silver - Concentrate   kozs     382               54.3       46.8       53.7       68.0       18.3       11.6       23.5       94.6       8.8       2.8                  
Payable Antimony - Concentrate   klbs     67,900               10,048       9,240       4,595       14,384       4,521       4,911       4,276       14,601       1,007       317                  
Revenues   Thounsands of US dollars $(000s)
Metal Prices                                                                                                                    
Gold   $/oz   $ 1,350.00             $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00     $ 1,350.00  
Silver   $/oz   $ 22.50             $ 22.50     $ 22.50     $ 22.50     $ 22.50     $ 22.50     $ 22.50     $ 22.50     $ 22.50     $ 22.50     $ 22.50     $ 22.50     $ 22.50  
Antimony   $/lb   $ 4.50             $ 4.50     $ 4.50     $ 4.50     $ 4.50     $ 4.50     $ 4.50     $ 4.50     $ 4.50     $ 4.50     $ 4.50     $ 4.50     $ 4.50  
Dore                                                                                                                    
Gold       $ 5,403,259             $ 450,644     $ 609,849     $ 505,668     $ 505,050     $ 471,169     $ 487,401     $ 499,054     $ 431,658     $ 355,987     $ 336,095     $ 375,378     $ 375,306  
Silver       $ 24,409             $ 2,008     $ 1,788     $ 1,188     $ 1,861     $ 1,034     $ 963     $ 880     $ 1,213     $ 1,545     $ 3,359     $ 4,784     $ 3,786  
Refining/Transport Cost                                                                                                                    
Gold       $ 8,605             $ 718     $ 971     $ 805     $ 804     $ 750     $ 776     $ 795     $ 687     $ 567     $ 535     $ 598     $ 598  
Silver       $ 1,790             $ 147     $ 131     $ 87     $ 136     $ 76     $ 71     $ 65     $ 89     $ 113     $ 246     $ 351     $ 278  
Antimony Concentrate                                                                                                                    
Gold       $ 4,255             $ 576     $ 662     $ 579     $ 675     $ 208     $ 212     $ 303     $ 907     $ 104     $ 29                  
Silver       $ 8,601             $ 1,221     $ 1,052     $ 1,208     $ 1,529     $ 411     $ 262     $ 529     $ 2,128     $ 198     $ 64                  
Antimony       $ 305,548             $ 45,214     $ 41,580     $ 20,677     $ 64,728     $ 20,344     $ 22,098     $ 19,241     $ 65,706     $ 4,532     $ 1,427                  
Treatment/Transport Cost       $ 13,861             $ 2,051     $ 1,886     $ 938     $ 2,936     $ 923     $ 1,002     $ 873     $ 2,981     $ 206     $ 65                  
Total Revenues       $ 5,721,816             $ 496,747     $ 651,944     $ 527,489     $ 569,966     $ 491,417     $ 509,087     $ 518,273     $ 497,854     $ 361,480     $ 340,128     $ 379,213     $ 378,216  

 

 

 

 

Case B (Base Case)    Stibnite Gold Project   Gold - $1,350/oz
Expenses and Results   Midas Gold Corporation   Silver - $22.50/oz
        Antimony - $4.50/lb

 

    Total     Year -3     Year -2     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Operating Cost     Thousands of US dollar ($000s)
Mining   $ 889,999             $ 1,999     $ 23,105     $ 62,065     $ 87,256     $ 92,092     $ 99,799     $ 88,174     $ 82,987     $ 69,083     $ 68,578     $ 70,381     $ 65,794     $ 47,885     $ 30,803  
Process Plant   $ 1,416,809                             $ 107,738     $ 124,488     $ 122,912     $ 124,017     $ 117,470     $ 117,015     $ 120,502     $ 116,896     $ 115,219     $ 115,447     $ 118,681     $ 116,426  
G&A   $ 306,936                             $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578  
Total Operating Cost   $ 2,613,745             $ 1,999     $ 23,105     $ 195,380     $ 237,322     $ 240,581     $ 249,394     $ 231,222     $ 225,580     $ 215,162     $ 211,052     $ 211,178     $ 206,818     $ 192,145     $ 172,806  
Royalty   $ 91,781                             $ 7,659     $ 10,362     $ 8,593     $ 8,584     $ 8,001     $ 8,276     $ 8,476     $ 7,342     $ 6,044     $ 5,705     $ 6,371     $ 6,370  
Property Taxes   $ 3,665                             $ 315     $ 427     $ 389     $ 380     $ 317     $ 366     $ 346     $ 389     $ 137     $ 204     $ 167     $ 230  
Salvage Value   $ -26,524                                                                                                                          
Reclamation/Closure                                                                                                                                
Production Cost   $ 2,682,668             $ 1,999     $ 23,105     $ 203,354     $ 248,110     $ 249,563     $ 258,358     $ 239,540     $ 234,222     $ 223,983     $ 218,782     $ 217,358     $ 212,727     $ 198,683     $ 179,406  
Net Operating Income   $ 3,039,148             $ -1,999     $ -23,105     $ 293,393     $ 403,833     $ 277,926     $ 311,609     $ 251,877     $ 274,865     $ 294,290     $ 279,072     $ 144,122     $ 127,400     $ 180,531     $ 198,810  
Depreciation                                                                                                                                
Initial Capital   $ 970,254                     $ 171     $ 139,264     $ 237,132     $ 169,967     $ 121,993     $ 87,663     $ 85,587     $ 85,683     $ 42,793                                  
Sustaining Capital   $ 154,385                             $ 299     $ 680     $ 2,314     $ 3,693     $ 4,434     $ 10,434     $ 14,129     $ 12,310     $ 11,494     $ 9,664     $ 8,123     $ 7,642  
Total Depreciation   $ 1,124,639                     $ 171     $ 139,563     $ 237,812     $ 172,281     $ 125,686     $ 92,098     $ 96,021     $ 99,812     $ 55,103     $ 11,494     $ 9,664     $ 8,123     $ 7,642  
Net Income after Depreciation   $ 1,914,509             $ -1,999     $ -23,276     $ 153,830     $ 166,021     $ 105,645     $ 185,923     $ 159,779     $ 178,844     $ 194,478     $ 223,968     $ 132,628     $ 117,736     $ 172,408     $ 191,168  
Idaho Mine License Tax   $ 11,426                             $ 744     $ 820     $ 525     $ 953     $ 844     $ 1,007     $ 1,151     $ 1,441     $ 780     $ 665     $ 1,154     $ 1,343  
Idaho Corporate Income Tax   $ 75,072                                     $ 2,089     $ 3,887     $ 7,053     $ 6,244     $ 7,449     $ 8,520     $ 10,665     $ 5,769     $ 4,920     $ 8,538     $ 9,939  
Federal Income Tax   $ 328,797                                     $ 9,147     $ 17,023     $ 30,892     $ 27,348     $ 32,623     $ 37,314     $ 46,712     $ 25,265     $ 21,550     $ 37,396     $ 43,528  
Net Income after Taxes   $ 1,499,214             $ -1,999     $ -23,276     $ 153,086     $ 153,965     $ 84,210     $ 147,025     $ 125,344     $ 137,766     $ 147,493     $ 165,150     $ 100,814     $ 90,602     $ 125,320     $ 136,359  
Cash Flow                                                                                                                                
Net Operating Income   $ 3,039,148             $ -1,999     $ -23,105     $ 293,393     $ 403,833     $ 277,926     $ 311,609     $ 251,877     $ 274,865     $ 294,290     $ 279,072     $ 144,122     $ 127,400     $ 180,531     $ 198,810  
Working Capital                                                                                                                                
Account Receivables                                   $ -20,414     $ -6,378     $ 5,115     $ -1,746     $ 3,228     $ -726     $ -378     $ 839     $ 5,604     $ 878     $ -1,606     $ 41  
Accounts Payable                                   $ 8,029     $ 1,724     $ 134     $ 362     $ -747     $ -232     $ -428     $ -169     $ 5     $ -179     $ -603     $ -795  
Inventory (Parts)                           $ -7,500     $ -7,500                                                                                          
Total Working Capital   $ 0                     $ -7,500     $ -19,885     $ -4,654     $ 5,249     $ -1,383     $ 2,481     $ -958     $ -806     $ 670     $ 5,610     $ 698     $ -2,209     $ -754  
Capital Expenditures                                                                                                                                
Initial Capital   $ 970,254     $ 137,371     $ 341,335     $ 491,548                                                                                                  
Sustaining Capital   $ 154,385                             $ 2,094     $ 1,169     $ 11,627     $ 2,658     $ 9,916     $ 40,566     $ 5,589     $ 7,944     $ 9,039     $ 699     $ 1,797     $ 4,746  
Total Capital Expenditures   $ 1,124,639     $ 137,371     $ 341,335     $ 491,548     $ 2,094     $ 1,169     $ 11,627     $ 2,658     $ 9,916     $ 40,566     $ 5,589     $ 7,944     $ 9,039     $ 699     $ 1,797     $ 4,746  
Cash Flow before Taxes   $ 1,914,509     $ -137,371     $ -343,334     $ -522,153     $ 271,414     $ 398,010     $ 271,548     $ 307,567     $ 244,442     $ 233,340     $ 287,895     $ 271,798     $ 140,693     $ 127,400     $ 176,524     $ 193,311  
Cummulative Cash Flow before Taxes           $ -137,371     $ -480,705     $ -1,002,858     $ -731,444     $ -333,434     $ -61,886     $ 245,681     $ 490,123     $ 723,464     $ 1,011,359     $ 1,283,157     $ 1,423,850     $ 1,551,250     $ 1,727,774     $ 1,921,085  
Taxes   $ 415,295                             $ 744     $ 12,056     $ 21,434     $ 38,898     $ 34,436     $ 41,078     $ 46,985     $ 58,818     $ 31,814     $ 27,135     $ 47,088     $ 54,810  
Cash Flow after Taxes   $ 1,499,214     $ -137,371     $ -343,334     $ -522,153     $ 270,670     $ 385,954     $ 250,114     $ 268,669     $ 210,007     $ 192,262     $ 240,910     $ 212,980     $ 108,879     $ 100,265     $ 129,436     $ 138,501  
Cummulative Cash Flow after Taxes           $ -137,371     $ -480,705     $ -1,002,858     $ -732,188     $ -346,234     $ -96,121     $ 172,549     $ 382,555     $ 574,818     $ 815,728     $ 1,028,708     $ 1,137,587     $ 1,237,852     $ 1,367,288     $ 1,505,790  

 

Economic Indicators before Taxes
NPV @ 0%           $ 1,914,509  
NPV @ 5%     5.0 %   $ 1,093,174  
NPV @ 7%     7.0 %   $ 862,974  
NPV @ 10%     10.0 %   $ 589,719  
IRR             22.0 %
Payback     Years       3.2  

 

Economic Indicators after Taxes
NPV @ 0%           $ 1,499,214  
NPV @ 5%     5.0 %   $ 831,755  
NPV @ 10%     10.0 %   $ 418,353  
IRR             19.3 %
Payback     Years       3.4  

 

 

 

 

 

Case B (Base Case)   Stibnite Gold Project   Gold - $1,350/oz
Expenses and Results   Midas Gold Corporation   Silver - $22.50/oz
        Antimony - $4.50/lb

 

    Total     Year 13     Year 14     Year 15     Year 16     Year 17     Year 18     Year 19     Year 20     Year 21     Year 22     Year 23     Year 24     Year 25     Year 26     Year 27     Year 28     Year 29     Year 30  
Operating Cost   Thousands of US dollar ($000s)  
Mining   $ 889,999                                                                                                                                                  
Process Plant   $ 1,416,809                                                                                                                                                  
G&A   $ 306,936                                                                                                                                                  
Total Operating Cost   $ 2,613,745                                                                                                                                                  
Royalty   $ 91,781                                                                                                                                                  
Property Taxes   $ 3,665                                                                                                                                                  
Salvage Value   $ -26,524             $ -3,979     $ -3,183     $ -3,183     $ -2,918     $ -2,652     $ -2,652     $ -2,122     $ -2,122     $ -1,857     $ -1,857                                                          
Reclamation/Closure                                                                                                                                                        
Production Cost   $ 2,682,668             $ -3,979     $ -3,183     $ -3,183     $ -2,918     $ -2,652     $ -2,652     $ -2,122     $ -2,122     $ -1,857     $ -1,857                                                          
Net Operating Income   $ 3,039,148             $ 3,979     $ 3,183     $ 3,183     $ 2,918     $ 2,652     $ 2,652     $ 2,122     $ 2,122     $ 1,857     $ 1,857                                                          
Depreciation                                                                                                                                                        
Initial Capital   $ 970,254                                                                                                                                                  
Sustaining Capital   $ 154,385     $ 6,533     $ 6,419     $ 7,111     $ 6,278     $ 5,324     $ 4,955     $ 4,749     $ 4,388     $ 3,743     $ 3,351     $ 3,434     $ 3,263     $ 2,614     $ 1,937     $ 1,616     $ 1,393     $ 975     $ 1,085  
Total Depreciation   $ 1,124,639     $ 6,533     $ 6,419     $ 7,111     $ 6,278     $ 5,324     $ 4,955     $ 4,749     $ 4,388     $ 3,743     $ 3,351     $ 3,434     $ 3,263     $ 2,614     $ 1,937     $ 1,616     $ 1,393     $ 975     $ 1,085  
Net Income after Depreciation   $ 1,914,509     $ -6,533     $ -2,440     $ -3,928     $ -3,096     $ -2,406     $ -2,303     $ -2,097     $ -2,266     $ -1,622     $ -1,494     $ -1,577     $ -3,263     $ -2,614     $ -1,937     $ -1,616     $ -1,393     $ -975     $ -1,085  
Idaho Mine License Tax   $ 11,426                                                                                                                                                  
Idaho Corporate Income Tax   $ 75,072                                                                                                                                                  
Federal Income Tax   $ 328,797                                                                                                                                                  
Net Income after Taxes   $ 1,499,214     $ -6,533     $ -2,440     $ -3,928     $ -3,096     $ -2,406     $ -2,303     $ -2,097     $ -2,266     $ -1,622     $ -1,494     $ -1,577     $ -3,263     $ -2,614     $ -1,937     $ -1,616     $ -1,393     $ -975     $ -1,085  
Cash Flow                                                                                                                                                        
Net Operating Income   $ 3,039,148             $ 3,979     $ 3,183     $ 3,183     $ 2,918     $ 2,652     $ 2,652     $ 2,122     $ 2,122     $ 1,857     $ 1,857                                                          
Working Capital                                                                                                                                                        
Account Receivables           $ 15,543                                                                                                                                          
Accounts Payable           $ -7,102                                                                                                                                          
Inventory (Parts)                           $ 15,000                                                                                                                          
Total Working Capital   $ 0     $ 8,442             $ 15,000                                                                                                                          
Capital Expenditures                                                                                                                                                        
Initial Capital   $ 970,254                                                                                                                                                  
Sustaining Capital   $ 154,385     $ 8,013     $ 11,019     $ 7,234     $ 3,703     $ 3,112     $ 3,073     $ 3,035     $ 2,806     $ 2,771     $ 4,177     $ 4,111     $ 1,716     $ 332     $ 249     $ 1,190                          
Total Capital Expenditures   $ 1,124,639     $ 8,013     $ 11,019     $ 7,234     $ 3,703     $ 3,112     $ 3,073     $ 3,035     $ 2,806     $ 2,771     $ 4,177     $ 4,111     $ 1,716     $ 332     $ 249     $ 1,190                          
Cash Flow before Taxes   $ 1,914,509     $ 428     $ -7,040     $ 10,949     $ -520     $ -194     $ -421     $ -382     $ -685     $ -649     $ -2,320     $ -2,255     $ -1,716     $ -332     $ -249     $ -1,190                          
Cummulative Cash Flow before Taxes           $ 1,921,513     $ 1,914,473     $ 1,925,422     $ 1,924,902     $ 1,924,708     $ 1,924,287     $ 1,923,904     $ 1,923,220     $ 1,922,571     $ 1,920,251     $ 1,917,996     $ 1,916,280     $ 1,915,948     $ 1,915,699     $ 1,914,509     $ 1,914,509     $ 1,914,509     $ 1,914,509  
Taxes   $ 415,295                                                                                                                                                  
Cash Flow after Taxes   $ 1,499,214     $ 428     $ -7,040     $ 10,949     $ -520     $ -194     $ -421     $ -382     $ -685     $ -649     $ -2,320     $ -2,255     $ -1,716     $ -332     $ -249     $ -1,190                          
Cummulative Cash Flow after Taxes           $ 1,506,218     $ 1,499,178     $ 1,510,126     $ 1,509,607     $ 1,509,412     $ 1,508,991     $ 1,508,609     $ 1,507,924     $ 1,507,276     $ 1,504,956     $ 1,502,701     $ 1,500,985     $ 1,500,652     $ 1,500,404     $ 1,499,214     $ 1,499,214     $ 1,499,214     $ 1,499,214  
                                                                                                                                                         

 

Economic Indicators before Taxes
NPV @ 0%           $ 1,914,509  
NPV @ 5%     5.0 %   $ 1,093,174  
NPV @ 7%     7.0 %   $ 862,974  
NPV @ 10%     10.0 %   $ 589,719  
IRR             22.0 %
Payback     Years       3.2  

 

Economic Indicators after Taxes
NPV @ 0%           $ 1,499,214  
NPV @ 5%     5.0 %   $ 831,755  
NPV @ 10%     10.0 %   $ 418,353  
IRR             19.3 %
Payback     Years       3.4  

 

 

 

 

 

Case C   Stibnite Gold Project   Gold - $1,500/oz
Payables and Revenue   Midas Gold Corporation   Silver - $25.00/oz
        Antimony - $5.00/lb

 

        Total     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Payable Metals                                                                                                                    
Dore Metals                                                                                                                    
Payable Gold - Dore   kozs     4,002               334       452       375       374       349       361       370       320       264       249       278       278  
Payable Silver - Dore   kozs     1,085               89       79       53       83       46       43       39       54       69       149       213       168  
Antimony Concentrate Payable Metals                                                                                                                    
Antimony Concentrate   kst     84.6               12.5       11.5       5.7       17.9       5.6       6.1       5.3       18.2       1.3       0.4                  
Payable Gold - Concentrate   kozs     3.2               0.43       0.49       0.43       0.50       0.15       0.16       0.22       0.67       0.08       0.02                  
Payable Silver - Concentrate   kozs     382               54.3       46.8       53.7       68.0       18.3       11.6       23.5       94.6       8.8       2.8                  
Payable Antimony - Concentrate   klbs     67,900               10,048       9,240       4,595       14,384       4,521       4,911       4,276       14,601       1,007       317                  
Revenues   Thounsands of US dollars $(000s)
Metal Prices                                                                                                                    
Gold   $/oz   $ 1,500.00             $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00     $ 1,500.00  
Silver   $/oz   $ 25.00             $ 25.00     $ 25.00     $ 25.00     $ 25.00     $ 25.00     $ 25.00     $ 25.00     $ 25.00     $ 25.00     $ 25.00     $ 25.00     $ 25.00  
Antimony   $/lb   $ 5.00             $ 5.00     $ 5.00     $ 5.00     $ 5.00     $ 5.00     $ 5.00     $ 5.00     $ 5.00     $ 5.00     $ 5.00     $ 5.00     $ 5.00  
Dore                                                                                                                    
Gold       $ 6,003,621             $ 500,716     $ 677,610     $ 561,853     $ 561,167     $ 523,521     $ 541,557     $ 554,504     $ 479,620     $ 395,542     $ 373,439     $ 417,086     $ 417,006  
Silver       $ 27,121             $ 2,231     $ 1,987     $ 1,320     $ 2,068     $ 1,149     $ 1,070     $ 977     $ 1,348     $ 1,716     $ 3,733     $ 5,316     $ 4,207  
Refining/Transport Cost                                                                                                                    
Gold       $ 8,605             $ 718     $ 971     $ 805     $ 804     $ 750     $ 776     $ 795     $ 687     $ 567     $ 535     $ 598     $ 598  
Silver       $ 1,790             $ 147     $ 131     $ 87     $ 136     $ 76     $ 71     $ 65     $ 89     $ 113     $ 246     $ 351     $ 278  
Antimony Concentrate                                                                                                                    
Gold       $ 4,728             $ 640     $ 736     $ 644     $ 750     $ 231     $ 236     $ 336     $ 1,008     $ 116     $ 32                  
Silver       $ 9,556             $ 1,356     $ 1,169     $ 1,342     $ 1,699     $ 457     $ 291     $ 587     $ 2,364     $ 221     $ 71                  
Antimony       $ 339,498             $ 50,238     $ 46,200     $ 22,975     $ 71,920     $ 22,604     $ 24,554     $ 21,379     $ 73,006     $ 5,035     $ 1,585                  
Treatment/Transport Cost       $ 13,861             $ 2,051     $ 1,886     $ 938     $ 2,936     $ 923     $ 1,002     $ 873     $ 2,981     $ 206     $ 65                  
Total Revenues       $ 6,360,268           $ 552,265     $ 724,714     $ 586,302     $ 633,727     $ 546,213     $ 565,858     $ 576,052     $ 553,589     $ 401,743     $ 378,014     $ 421,454     $ 420,338  

 

 

 

 

 

Case C   Stibnite Gold Project   Gold - $1,500/oz
Expenses and Results   Midas Gold Corporation   Silver - $25.00/oz
        Antimony - $5.00/lb

 

    Total     Year -3     Year -2     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Operating Cost     Thousands of US dollar ($000s)
Mining   $ 889,999             $ 1,999     $ 23,105     $ 62,065     $ 87,256     $ 92,092     $ 99,799     $ 88,174     $ 82,987     $ 69,083     $ 68,578     $ 70,381     $ 65,794     $ 47,885     $ 30,803  
Process Plant   $ 1,416,809                             $ 107,738     $ 124,488     $ 122,912     $ 124,017     $ 117,470     $ 117,015     $ 120,502     $ 116,896     $ 115,219     $ 115,447     $ 118,681     $ 116,426  
G&A   $ 306,936                             $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578  
Total Operating Cost   $ 2,613,745             $ 1,999     $ 23,105     $ 195,380     $ 237,322     $ 240,581     $ 249,394     $ 231,222     $ 225,580     $ 215,162     $ 211,052     $ 211,178     $ 206,818     $ 192,145     $ 172,806  
Royalty   $ 101,996                             $ 8,511     $ 11,515     $ 9,549     $ 9,539     $ 8,891     $ 9,197     $ 9,419     $ 8,159     $ 6,717     $ 6,340     $ 7,080     $ 7,079  
Property Taxes   $ 3,665                             $ 315     $ 427     $ 389     $ 380     $ 317     $ 366     $ 346     $ 389     $ 137     $ 204     $ 167     $ 230  
Salvage Value   $ -26,524                                                                                                                          
Reclamation/Closure                                                                                                                                
Production Cost   $ 2,692,882             $ 1,999     $ 23,105     $ 204,206     $ 249,264     $ 250,519     $ 259,313     $ 240,431     $ 235,143     $ 224,927     $ 219,600     $ 218,031     $ 213,362     $ 199,392     $ 180,115  
Net Operating Income   $ 3,667,386             $ -1,999     $ -23,105     $ 348,059     $ 475,450     $ 335,783     $ 374,414     $ 305,783     $ 330,715     $ 351,125     $ 333,989     $ 183,712     $ 164,651     $ 222,062     $ 240,223  
Depreciation                                                                                                                                
Initial Capital   $ 970,254                     $ 171     $ 139,264     $ 237,132     $ 169,967     $ 121,993     $ 87,663     $ 85,587     $ 85,683     $ 42,793                                  
Sustaining Capital   $ 154,385                             $ 299     $ 680     $ 2,314     $ 3,693     $ 4,434     $ 10,434     $ 14,129     $ 12,310     $ 11,494     $ 9,664     $ 8,123     $ 7,642  
Total Depreciation   $ 1,124,639                     $ 171     $ 139,563     $ 237,812     $ 172,281     $ 125,686     $ 92,098     $ 96,021     $ 99,812     $ 55,103     $ 11,494     $ 9,664     $ 8,123     $ 7,642  
Net Income after Depreciation   $ 2,542,747             $ -1,999     $ -23,276     $ 208,496     $ 237,638     $ 163,502     $ 248,728     $ 213,685     $ 234,694     $ 251,313     $ 278,886     $ 172,218     $ 154,988     $ 213,939     $ 232,581  
Idaho Mine License Tax   $ 16,299                             $ 1,167     $ 1,232     $ 815     $ 1,481     $ 1,299     $ 1,478     $ 1,631     $ 1,902     $ 1,115     $ 980     $ 1,506     $ 1,694  
Idaho Corporate Income Tax   $ 111,130                                     $ 8,266     $ 6,027     $ 10,956     $ 9,613     $ 10,939     $ 12,073     $ 14,073     $ 8,249     $ 7,256     $ 11,143     $ 12,535  
Federal Income Tax   $ 486,719                                     $ 36,204     $ 26,398     $ 47,984     $ 42,103     $ 47,908     $ 52,877     $ 61,635     $ 36,128     $ 31,777     $ 48,803     $ 54,902  
Net Income after Taxes   $ 1,928,599             $ -1,999     $ -23,276     $ 207,329     $ 191,937     $ 130,262     $ 188,308     $ 160,669     $ 174,369     $ 184,732     $ 201,276     $ 126,727     $ 114,974     $ 152,488     $ 163,449  
Cash Flow                                                                                                                                
Net Operating Income   $ 3,667,386             $ -1,999     $ -23,105     $ 348,059     $ 475,450     $ 335,783     $ 374,414     $ 305,783     $ 330,715     $ 351,125     $ 333,989     $ 183,712     $ 164,651     $ 222,062     $ 240,223  
Working Capital                                                                                                                                
Account Receivables                                   $ -22,696     $ -7,087     $ 5,688     $ -1,949     $ 3,596     $ -807     $ -419     $ 923     $ 6,240     $ 975     $ -1,785     $ 46  
Accounts Payable                                   $ 8,029     $ 1,724     $ 134     $ 362     $ -747     $ -232     $ -428     $ -169     $ 5     $ -179     $ -603     $ -795  
Inventory (Parts)                           $ -7,500     $ -7,500                                                                                          
Total Working Capital   $ 0                     $ -7,500     $ -22,167     $ -5,363     $ 5,822     $ -1,587     $ 2,850     $ -1,039     $ -847     $ 754     $ 6,245     $ 796     $ -2,388     $ -749  
Capital Expenditures                                                                                                                                
Initial Capital   $ 970,254     $ 137,371     $ 341,335     $ 491,548                                                                                                  
Sustaining Capital   $ 154,385                             $ 2,094     $ 1,169     $ 11,627     $ 2,658     $ 9,916     $ 40,566     $ 5,589     $ 7,944     $ 9,039     $ 699     $ 1,797     $ 4,746  
Total Capital Expenditures   $ 1,124,639     $ 137,371     $ 341,335     $ 491,548     $ 2,094     $ 1,169     $ 11,627     $ 2,658     $ 9,916     $ 40,566     $ 5,589     $ 7,944     $ 9,039     $ 699     $ 1,797     $ 4,746  
Cash Flow before Taxes   $ 2,542,747     $ -137,371     $ -343,334     $ -522,153     $ 323,798     $ 468,918     $ 329,979     $ 370,169     $ 298,716     $ 289,109     $ 344,689     $ 326,800     $ 180,919     $ 164,749     $ 217,876     $ 234,728  
Cummulative Cash Flow before Taxes           $ -137,371     $ -480,705     $ -1,002,858     $ -679,060     $ -210,142     $ 119,837     $ 490,006     $ 788,722       ########     $ 1,422,520     $ 1,749,320     $ 1,930,239     $ 2,094,988     $ 2,312,864     $ 2,547,592  
Taxes   $ 614,148                             $ 1,167     $ 45,702     $ 33,240     $ 60,420     $ 53,016     $ 60,325     $ 66,581     $ 77,610     $ 45,491     $ 40,013     $ 61,451     $ 69,132  
Cash Flow after Taxes   $ 1,928,599     $ -137,371     $ -343,334     $ -522,153     $ 322,631     $ 423,216     $ 296,738     $ 309,749     $ 245,701     $ 228,784     $ 278,108     $ 249,190     $ 135,428     $ 124,735     $ 156,425     $ 165,597  
Cummulative Cash Flow after Taxes           $ -137,371     $ -480,705     $ -1,002,858     $ -680,227     $ -257,010     $ 39,728     $ 349,477     $ 595,178     $ 823,962     $ 1,102,069     $ 1,351,259     $ 1,486,687     $ 1,611,423     $ 1,767,848     $ 1,933,444  

 

Economic Indicators before Taxes
NPV @ 0%           $ 2,542,747  
NPV @ 5%     5.0 %   $ 1,523,949  
NPV @ 7%     7.0 %   $ 1,237,858  
NPV @ 10%     10.0 %   $ 897,583  
IRR             27.2 %
Payback     Years       2.6  

 

Economic Indicators after Taxes
NPV @ 0%           $ 1,928,599  
NPV @ 5%     5.0 %   $ 1,128,756  
NPV @ 10%     10.0 %   $ 632,542  
IRR             23.4 %
Payback     Years       2.9  

 

 

 

 

 

Case C   Stibnite Gold Project   Gold - $1,500/oz
Expenses and Results   Midas Gold Corporation   Silver - $25.00/oz
        Antimony - $5.00/lb

 

    Total     Year 13     Year 14     Year 15     Year 16     Year 17     Year 18     Year 19     Year 20     Year 21     Year 22     Year 23     Year 24     Year 25     Year 26     Year 27     Year 28     Year 29     Year 30  
Operating Cost   Thousands of US dollar ($000s)  
Mining   $ 889,999                                                                                                                                                  
Process Plant   $ 1,416,809                                                                                                                                                  
G&A   $ 306,936                                                                                                                                                  
Total Operating Cost   $ 2,613,745                                                                                                                                                  
Royalty   $ 101,996                                                                                                                                                  
Property Taxes   $ 3,665                                                                                                                                                  
Salvage Value   $ -26,524             $ -3,979     $ -3,183     $ -3,183     $ -2,918     $ -2,652     $ -2,652     $ -2,122     $ -2,122     $ -1,857     $ -1,857                                                          
Reclamation/Closure                                                                                                                                                        
Production Cost   $ 2,692,882             $ -3,979     $ -3,183     $ -3,183     $ -2,918     $ -2,652     $ -2,652     $ -2,122     $ -2,122     $ -1,857     $ -1,857                                                          
Net Operating Income   $ 3,667,386             $ 3,979     $ 3,183     $ 3,183     $ 2,918     $ 2,652     $ 2,652     $ 2,122     $ 2,122     $ 1,857     $ 1,857                                                          
Depreciation                                                                                                                                                        
Initial Capital   $ 970,254                                                                                                                                                  
Sustaining Capital   $ 154,385     $ 6,533     $ 6,419     $ 7,111     $ 6,278     $ 5,324     $ 4,955     $ 4,749     $ 4,388     $ 3,743     $ 3,351     $ 3,434     $ 3,263     $ 2,614     $ 1,937     $ 1,616     $ 1,393     $ 975     $ 1,085  
Total Depreciation   $ 1,124,639     $ 6,533     $ 6,419     $ 7,111     $ 6,278     $ 5,324     $ 4,955     $ 4,749     $ 4,388     $ 3,743     $ 3,351     $ 3,434     $ 3,263     $ 2,614     $ 1,937     $ 1,616     $ 1,393     $ 975     $ 1,085  
Net Income after Depreciation   $ 2,542,747     $ -6,533     $ -2,440     $ -3,928     $ -3,096     $ -2,406     $ -2,303     $ -2,097     $ -2,266     $ -1,622     $ -1,494     $ -1,577     $ -3,263     $ -2,614     $ -1,937     $ -1,616     $ -1,393     $ -975     $ -1,085  
Idaho Mine License Tax   $ 16,299                                                                                                                                                  
Idaho Corporate Income Tax   $ 111,130                                                                                                                                                  
Federal Income Tax   $ 486,719                                                                                                                                                  
Net Income after Taxes   $ 1,928,599     $ -6,533     $ -2,440     $ -3,928     $ -3,096     $ -2,406     $ -2,303     $ -2,097     $ -2,266     $ -1,622     $ -1,494     $ -1,577     $ -3,263     $ -2,614     $ -1,937     $ -1,616     $ -1,393     $ -975     $ -1,085  
Cash Flow                                                                                                                                                        
Net Operating Income   $ 3,667,386             $ 3,979     $ 3,183     $ 3,183     $ 2,918     $ 2,652     $ 2,652     $ 2,122     $ 2,122     $ 1,857     $ 1,857                                                          
Working Capital                                                                                                                                                        
Account Receivables           $ 17,274                                                                                                                                          
Accounts Payable           $ -7,102                                                                                                                                          
Inventory (Parts)                           $ 15,000                                                                                                                          
Total Working Capital   $ 0     $ 10,173             $ 15,000                                                                                                                          
Capital Expenditures                                                                                                                                                        
Initial Capital   $ 970,254                                                                                                                                                  
Sustaining Capital   $ 154,385     $ 8,013     $ 11,019     $ 7,234     $ 3,703     $ 3,112     $ 3,073     $ 3,035     $ 2,806     $ 2,771     $ 4,177     $ 4,111     $ 1,716     $ 332     $ 249     $ 1,190                          
Total Capital Expenditures   $ 1,124,639     $ 8,013     $ 11,019     $ 7,234     $ 3,703     $ 3,112     $ 3,073     $ 3,035     $ 2,806     $ 2,771     $ 4,177     $ 4,111     $ 1,716     $ 332     $ 249     $ 1,190                          
Cash Flow before Taxes   $ 2,542,747     $ 2,159     $ -7,040     $ 10,949     $ -520     $ -194     $ -421     $ -382     $ -685     $ -649     $ -2,320     $ -2,255     $ -1,716     $ -332     $ -249     $ -1,190                          
Cummulative Cash Flow before Taxes           $ 2,549,751     $ 2,542,711     $ 2,553,660     $ 2,553,140     $ 2,552,946     $ 2,552,525     $ 2,552,142     $ 2,551,458     $ 2,550,809     $ 2,548,489     $ 2,546,234     $ 2,544,518     $ 2,544,186     $ 2,543,937     $ 2,542,747     $ 2,542,747     $ 2,542,747     $ 2,542,747  
Taxes   $ 614,148                                                                                                                                                  
Cash Flow after Taxes   $ 1,928,599     $ 2,159     $ -7,040     $ 10,949     $ -520     $ -194     $ -421     $ -382     $ -685     $ -649     $ -2,320     $ -2,255     $ -1,716     $ -332     $ -249     $ -1,190                          
Cummulative Cash Flow after Taxes           $ 1,935,604     $ 1,928,563     $ 1,939,512     $ 1,938,992     $ 1,938,798     $ 1,938,377     $ 1,937,994     $ 1,937,310     $ 1,936,661     $ 1,934,341     $ 1,932,086     $ 1,930,370     $ 1,930,038     $ 1,929,789     $ 1,928,599     $ 1,928,599     $ 1,928,599     $ 1,928,599  

 

 

Economic Indicators before Taxes
NPV @ 0%           $ 2,542,747  
NPV @ 5%     5.0 %   $ 1,523,949  
NPV @ 7%     7.0 %   $ 1,237,858  
NPV @ 10%     10.0 %   $ 897,583  
IRR             27.2 %
Payback     Years       2.6  

 

Economic Indicators after Taxes
NPV @ 0%           $ 1,928,599  
NPV @ 5%     5.0 %   $ 1,128,756  
NPV @ 10%     10.0 %   $ 632,542  
IRR             23.4 %
Payback     Years       2.9  

 

 

 

 

 

Case D Stibnite Gold Project Gold - $1,650/oz
Payables and Revenue Midas Gold Corporation Silver - $27.50/oz
    Antimony - $5.50/lb

  

        Total     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Payable Metals                                                                                                                    
Dore Metals                                                                                                                    
Payable Gold - Dore   kozs     4,002               334       452       375       374       349       361       370       320       264       249       278       278  
Payable Silver - Dore   kozs     1,085               89       79       53       83       46       43       39       54       69       149       213       168  
Antimony Concentrate Payable Metals                                                                                                                    
Antimony Concentrate   kst     84.6               12.5       11.5       5.7       17.9       5.6       6.1       5.3       18.2       1.3       0.4                  
Payable Gold - Concentrate   kozs     3.2               0.43       0.49       0.43       0.50       0.15       0.16       0.22       0.67       0.08       0.02                  
Payable Silver - Concentrate   kozs     382               54.3       46.8       53.7       68.0       18.3       11.6       23.5       94.6       8.8       2.8                  
Payable Antimony - Concentrate   klbs     67,900               10,048       9,240       4,595       14,384       4,521       4,911       4,276       14,601       1,007       317                  
Revenues   Thounsands of US dollars ($000s)  
Metal Prices                                                                                                                    
Gold   $/oz   $ 1,650.00             $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00     $ 1,650.00  
Silver   $/oz   $ 27.50             $ 27.50     $ 27.50     $ 27.50     $ 27.50     $ 27.50     $ 27.50     $ 27.50     $ 27.50     $ 27.50     $ 27.50     $ 27.50     $ 27.50  
Antimony   $/lb   $ 5.50             $ 5.50     $ 5.50     $ 5.50     $ 5.50     $ 5.50     $ 5.50     $ 5.50     $ 5.50     $ 5.50     $ 5.50     $ 5.50     $ 5.50  
Dore                                                                                                                    
Gold       $ 6,603,983             $ 550,788     $ 745,371     $ 618,038     $ 617,284     $ 575,873     $ 595,713     $ 609,954     $ 527,582     $ 435,096     $ 410,783     $ 458,795     $ 458,707  
Silver       $ 29,834             $ 2,454     $ 2,186     $ 1,452     $ 2,275     $ 1,264     $ 1,177     $ 1,075     $ 1,483     $ 1,888     $ 4,106     $ 5,847     $ 4,627  
Refining/Transport Cost                                                                                                                    
Gold       $ 8,605             $ 718     $ 971     $ 805     $ 804     $ 750     $ 776     $ 795     $ 687     $ 567     $ 535     $ 598     $ 598  
Silver       $ 1,790             $ 147     $ 131     $ 87     $ 136     $ 76     $ 71     $ 65     $ 89     $ 113     $ 246     $ 351     $ 278  
Antimony Concentrate                                                                                                                    
Gold       $ 5,200             $ 704     $ 809     $ 708     $ 824     $ 254     $ 259     $ 370     $ 1,108     $ 127     $ 35                  
Silver       $ 10,512             $ 1,492     $ 1,286     $ 1,476     $ 1,869     $ 503     $ 320     $ 646     $ 2,600     $ 243     $ 78                  
Antimony       $ 373,447             $ 55,262     $ 50,820     $ 25,272     $ 79,112     $ 24,864     $ 27,009     $ 23,517     $ 80,307     $ 5,539     $ 1,744                  
Treatment/Transport Cost       $ 13,861             $ 2,051     $ 1,886     $ 938     $ 2,936     $ 923     $ 1,002     $ 873     $ 2,981     $ 206     $ 65                  
Total Revenues       $ 6,998,720             $ 607,783     $ 797,484     $ 645,116     $ 697,487     $ 601,010     $ 622,628     $ 633,830     $ 609,323     $ 442,006     $ 415,900     $ 463,694     $ 462,459  

 

 

 

 

Case D Stibnite Gold Project Gold - $1,650/oz
Expenses and Results Midas Gold Corporation Silver - $27.50/oz
    Antimony - $5.50/lb

 

    Total     Year -3     Year -2     Year -1     Year 1     Year 2     Year 3     Year 4     Year 5     Year 6     Year 7     Year 8     Year 9     Year 10     Year 11     Year 12  
Operating Cost   Thousands of US dollar ($000s)  
Mining   $ 889,999             $ 1,999     $ 23,105     $ 62,065     $ 87,256     $ 92,092     $ 99,799     $ 88,174     $ 82,987     $ 69,083     $ 68,578     $ 70,381     $ 65,794     $ 47,885     $ 30,803  
Process Plant   $ 1,416,809                             $ 107,738     $ 124,488     $ 122,912     $ 124,017     $ 117,470     $ 117,015     $ 120,502     $ 116,896     $ 115,219     $ 115,447     $ 118,681     $ 116,426  
G&A   $ 306,936                             $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578     $ 25,578  
Total Operating Cost   $ 2,613,745             $ 1,999     $ 23,105     $ 195,380     $ 237,322     $ 240,581     $ 249,394     $ 231,222     $ 225,580     $ 215,162     $ 211,052     $ 211,178     $ 206,818     $ 192,145     $ 172,806  
Royalty   $ 112,210                             $ 9,363     $ 12,669     $ 10,505     $ 10,494     $ 9,781     $ 10,118     $ 10,362     $ 8,976     $ 7,389     $ 6,975     $ 7,789     $ 7,788  
Property Taxes   $ 3,665                             $ 315     $ 427     $ 389     $ 380     $ 317     $ 366     $ 346     $ 389     $ 137     $ 204     $ 167     $ 230  
Salvage Value   $ -26,524                                                                                                                          
Reclamation/Closure                                                                                                                                
Production Cost   $ 2,703,096             $ 1,999     $ 23,105     $ 205,059     $ 250,417     $ 251,475     $ 260,268     $ 241,321     $ 236,064     $ 225,870     $ 220,417     $ 218,704     $ 213,997     $ 200,101     $ 180,824  
Net Operating Income   $ 4,295,624             $ -1,999     $ -23,105     $ 402,725     $ 547,067     $ 393,640     $ 437,219     $ 359,689     $ 386,564     $ 407,960     $ 388,907     $ 223,303     $ 201,903     $ 263,593     $ 281,635  
Depreciation                                                                                                                                
Initial Capital   $ 970,254                     $ 171     $ 139,264     $ 237,132     $ 169,967     $ 121,993     $ 87,663     $ 85,587     $ 85,683     $ 42,793                                  
Sustaining Capital   $ 154,385                             $ 299     $ 680     $ 2,314     $ 3,693     $ 4,434     $ 10,434     $ 14,129     $ 12,310     $ 11,494     $ 9,664     $ 8,123     $ 7,642  
Total Depreciation   $ 1,124,639                     $ 171     $ 139,563     $ 237,812     $ 172,281     $ 125,686     $ 92,098     $ 96,021     $ 99,812     $ 55,103     $ 11,494     $ 9,664     $ 8,123     $ 7,642  
Net Income after Depreciation   $ 3,170,985             $ -1,999     $ -23,276     $ 263,162     $ 309,255     $ 221,359     $ 311,533     $ 267,591     $ 290,544     $ 308,148     $ 333,803     $ 211,808     $ 192,239     $ 255,470     $ 273,993  
Idaho Mine License Tax   $ 21,516                             $ 1,627     $ 1,836     $ 1,219     $ 2,008     $ 1,754     $ 1,950     $ 2,112     $ 2,362     $ 1,450     $ 1,296     $ 1,858     $ 2,045  
Idaho Corporate Income Tax   $ 149,737                             $ 2,554     $ 13,583     $ 9,024     $ 14,859     $ 12,982     $ 14,429     $ 15,626     $ 17,480     $ 10,729     $ 9,591     $ 13,747     $ 15,132  
Federal Income Tax   $ 655,807                             $ 11,185     $ 59,491     $ 39,523     $ 65,076     $ 56,859     $ 63,193     $ 68,439     $ 76,559     $ 46,990     $ 42,005     $ 60,209     $ 66,276  
Net Income after Taxes   $ 2,343,925             $ -1,999     $ -23,276     $ 247,796     $ 234,345     $ 171,592     $ 229,590     $ 195,995     $ 210,972     $ 221,971     $ 237,402     $ 152,639     $ 139,347     $ 179,656     $ 190,539  
Cash Flow                                                                                                                                
Net Operating Income   $ 4,295,624             $ -1,999     $ -23,105     $ 402,725     $ 547,067     $ 393,640     $ 437,219     $ 359,689     $ 386,564     $ 407,960     $ 388,907     $ 223,303     $ 201,903     $ 263,593     $ 281,635  
Working Capital                                                                                                                                
Account Receivables                                   $ -24,977     $ -7,796     $ 6,262     $ -2,152     $ 3,965     $ -888     $ -460     $ 1,007     $ 6,876     $ 1,073     $ -1,964     $ 51  
Accounts Payable                                   $ 8,029     $ 1,724     $ 134     $ 362     $ -747     $ -232     $ -428     $ -169     $ 5     $ -179     $ -603     $ -795  
Inventory (Parts)                           $ -7,500     $ -7,500                                                                                          
Total Working Capital   $ 0                     $ -7,500     $ -24,448     $ -6,072     $ 6,396     $ -1,790     $ 3,218     $ -1,120     $ -888     $ 838     $ 6,881     $ 894     $ -2,567     $ -744  
Capital Expenditures                                                                                                                                
Initial Capital   $ 970,254     $ 137,371     $ 341,335     $ 491,548                                                                                                  
Sustaining Capital   $ 154,385                             $ 2,094     $ 1,169     $ 11,627     $ 2,658     $ 9,916     $ 40,566     $ 5,589     $ 7,944     $ 9,039     $ 699     $ 1,797     $ 4,746  
Total Capital Expenditures   $ 1,124,639     $ 137,371     $ 341,335     $ 491,548     $ 2,094     $ 1,169     $ 11,627     $ 2,658     $ 9,916     $ 40,566     $ 5,589     $ 7,944     $ 9,039     $ 699     $ 1,797     $ 4,746  
Cash Flow before Taxes   $ 3,170,985     $ -137,371     $ -343,334     $ -522,153     $ 376,182     $ 539,826     $ 388,409     $ 432,771     $ 352,991     $ 344,877     $ 401,483     $ 381,801     $ 221,145     $ 202,097     $ 259,229     $ 276,145  
Cummulative Cash Flow before Taxes           $ -137,371     $ -480,705     $ -1,002,858     $ -626,676     $ -86,850     $ 301,559     $ 734,331     $ 1,087,321     $ 1,432,199     $ 1,833,681     $ 2,215,483     $ 2,436,628     $ 2,638,725     $ 2,897,954     $ 3,174,099  
Taxes   $ 827,060                             $ 15,366     $ 74,910     $ 49,767     $ 81,943     $ 71,596     $ 79,572     $ 86,177     $ 96,401     $ 59,169     $ 52,892     $ 75,814     $ 83,454  
Cash Flow after Taxes   $ 2,343,925     $ -137,371     $ -343,334     $ -522,153     $ 360,817     $ 464,916     $ 338,642     $ 350,828     $ 281,395     $ 265,306     $ 315,305     $ 285,400     $ 161,976     $ 149,206     $ 183,414     $ 192,692  
Cummulative Cash Flow after Taxes           $ -137,371     $ -480,705     $ -1,002,858     $ -642,041     $ -177,125     $ 161,517     $ 512,345     $ 793,740     $ 1,059,046     $ 1,374,351     $ 1,659,751     $ 1,821,727     $ 1,970,933     $ 2,154,347     $ 2,347,039  

 

Economic Indicators before Taxes
NPV @ 0%           $ 3,170,985  
NPV @ 5%     5.0 %   $ 1,954,725  
NPV @ 7%     7.0 %   $ 1,612,742  
NPV @ 10%     10.0 %   $ 1,205,447  
IRR             31.9 %
Payback     Years       2.2  

 

Economic Indicators after Taxes
NPV @ 0%           $ 2,343,925  
NPV @ 5%     5.0 %   $ 1,413,808  
NPV @ 10%     10.0 %   $ 836,479  
IRR             27.0 %
Payback     Years       2.5  

 

 

 

 

Case D Stibnite Gold Project Gold - $1,650/oz
Expenses and Results Midas Gold Corporation Silver - $27.50/oz
    Antimony - $5.50/lb

 

    Total     Year 13     Year 14     Year 15     Year 16     Year 17     Year 18     Year 19     Year 20     Year 21     Year 22     Year 23     Year 24     Year 25     Year 26     Year 27     Year 28     Year 29     Year 30  
Operating Cost   Thousands of US dollar ($000s)  
Mining   $ 889,999                                                                                                                                                  
Process Plant   $ 1,416,809                                                                                                                                                  
G&A   $ 306,936                                                                                                                                                  
Total Operating Cost   $ 2,613,745                                                                                                                                                  
Royalty   $ 112,210                                                                                                                                                  
Property Taxes   $ 3,665                                                                                                                                                  
Salvage Value   $ -26,524             $ -3,979     $ -3,183     $ -3,183     $ -2,918     $ -2,652     $ -2,652     $ -2,122     $ -2,122     $ -1,857     $ -1,857                                                          
Reclamation/Closure                                                                                                                                                        
Production Cost   $ 2,703,096             $ -3,979     $ -3,183     $ -3,183     $ -2,918     $ -2,652     $ -2,652     $ -2,122     $ -2,122     $ -1,857     $ -1,857                                                          
Net Operating Income   $ 4,295,624             $ 3,979     $ 3,183     $ 3,183     $ 2,918     $ 2,652     $ 2,652     $ 2,122     $ 2,122     $ 1,857     $ 1,857                                                          
Depreciation                                                                                                                                                        
Initial Capital   $ 970,254                                                                                                                                                  
Sustaining Capital   $ 154,385     $ 6,533     $ 6,419     $ 7,111     $ 6,278     $ 5,324     $ 4,955     $ 4,749     $ 4,388     $ 3,743     $ 3,351     $ 3,434     $ 3,263     $ 2,614     $ 1,937     $ 1,616     $ 1,393     $ 975     $ 1,085  
Total Depreciation   $ 1,124,639     $ 6,533     $ 6,419     $ 7,111     $ 6,278     $ 5,324     $ 4,955     $ 4,749     $ 4,388     $ 3,743     $ 3,351     $ 3,434     $ 3,263     $ 2,614     $ 1,937     $ 1,616     $ 1,393     $ 975     $ 1,085  
Net Income after Depreciation   $ 3,170,985     $ -6,533     $ -2,440     $ -3,928     $ -3,096     $ -2,406     $ -2,303     $ -2,097     $ -2,266     $ -1,622     $ -1,494     $ -1,577     $ -3,263     $ -2,614     $ -1,937     $ -1,616     $ -1,393     $ -975     $ -1,085  
Idaho Mine License Tax   $ 21,516                                                                                                                                                  
Idaho Corporate Income Tax   $ 149,737                                                                                                                                                  
Federal Income Tax   $ 655,807                                                                                                                                                  
Net Income after Taxes   $ 2,343,925     $ -6,533     $ -2,440     $ -3,928     $ -3,096     $ -2,406     $ -2,303     $ -2,097     $ -2,266     $ -1,622     $ -1,494     $ -1,577     $ -3,263     $ -2,614     $ -1,937     $ -1,616     $ -1,393     $ -975     $ -1,085  
Cash Flow                                                                                                                                                        
Net Operating Income   $ 4,295,624             $ 3,979     $ 3,183     $ 3,183     $ 2,918     $ 2,652     $ 2,652     $ 2,122     $ 2,122     $ 1,857     $ 1,857                                                          
Working Capital                                                                                                                                                        
Account Receivables           $ 19,005                                                                                                                                          
Accounts Payable           $ -7,102                                                                                                                                          
Inventory (Parts)                           $ 15,000                                                                                                                          
Total Working Capital   $ 0     $ 11,904             $ 15,000                                                                                                                          
Capital Expenditures                                                                                                                                                        
Initial Capital   $ 970,254                                                                                                                                                  
Sustaining Capital   $ 154,385     $ 8,013     $ 11,019     $ 7,234     $ 3,703     $ 3,112     $ 3,073     $ 3,035     $ 2,806     $ 2,771     $ 4,177     $ 4,111     $ 1,716     $ 332     $ 249     $ 1,190                          
Total Capital Expenditures   $ 1,124,639     $ 8,013     $ 11,019     $ 7,234     $ 3,703     $ 3,112     $ 3,073     $ 3,035     $ 2,806     $ 2,771     $ 4,177     $ 4,111     $ 1,716     $ 332     $ 249     $ 1,190                          
Cash Flow before Taxes   $ 3,170,985     $ 3,890     $ -7,040     $ 10,949     $ -520     $ -194     $ -421     $ -382     $ -685     $ -649     $ -2,320     $ -2,255     $ -1,716     $ -332     $ -249     $ -1,190                          
Cummulative Cash Flow before Taxes           $ 3,177,990     $ 3,170,949     $ 3,181,898     $ 3,181,378     $ 3,181,184     $ 3,180,763     $ 3,180,380     $ 3,179,696     $ 3,179,047     $ 3,176,727     $ 3,174,473     $ 3,172,757     $ 3,172,424     $ 3,172,175     $ 3,170,985     $ 3,170,985     $ 3,170,985     $ 3,170,985  
Taxes   $ 827,060                                                                                                                                                  
Cash Flow after Taxes   $ 2,343,925     $ 3,890     $ -7,040     $ 10,949     $ -520     $ -194     $ -421     $ -382     $ -685     $ -649     $ -2,320     $ -2,255     $ -1,716     $ -332     $ -249     $ -1,190                          
Cummulative Cash Flow after Taxes           $ 2,350,929     $ 2,343,889     $ 2,354,838     $ 2,354,318     $ 2,354,124     $ 2,353,703     $ 2,353,320     $ 2,352,636     $ 2,351,987     $ 2,349,667     $ 2,347,412     $ 2,345,696     $ 2,345,364     $ 2,345,115     $ 2,343,925     $ 2,343,925     $ 2,343,925     $ 2,343,925  

 

Economic Indicators before Taxes
NPV @ 0%           $ 3,170,985  
NPV @ 5%     5.0 %   $ 1,954,725  
NPV @ 7%     7.0 %   $ 1,612,742  
NPV @ 10%     10.0 %   $ 1,205,447  
IRR             31.9 %
Payback     Years       2.2  

 

Economic Indicators after Taxes
NPV @ 0%           $ 2,343,925  
NPV @ 5%     5.0 %   $ 1,413,808  
NPV @ 10%     10.0 %   $ 836,479  
IRR             27.0 %
Payback     Years       2.5  

 

 

 

 

Exhibit 99.19

 

 

 

  NEWS RELEASE

April 4, 2019

 

#2019-06
 

 

Midas Gold Corp. files Final Base Shelf Prospectus

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

 

*** Not for distribution to United States newswire services or for dissemination in the United States***

 

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

 

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

 

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

 

Filing of Amended Technical Report

 

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

 

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

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations

(t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

Page 1 of 2

 

 

 

 

Caution Regarding Forward Looking Information

 

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

 

Page 2 of 2

 

 

 

Exhibit 99.20

 

 

 

  NEWS RELEASE

April 16, 2019

 

#2019-07
 

 

Midas Gold Grants Shares & Cash to the Stibnite Foundation

Stibnite Foundation will help to fund important community projects in Idaho

 

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

 

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

 

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

 

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

 

About the Stibnite Foundation

 

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

 

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

 

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

 

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

 

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

 

Stibnite Gold Project Permitting Background

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

Forward-Looking Information

 

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

 

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Exhibit 99.21

 

 

 

 

To the Securities Regulatory Authorities:

 

Re: MIDAS GOLD CORP.

 

Annual General Meeting of Shareholders held on May 7, 2019.

 

REPORT OF VOTING RESULTS OF MIDAS GOLD CORP.

 

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matters submitted to the annual general meeting (the "Meeting") of shareholders (the "Shareholders") of Midas Gold Corp. (the "Company") held on May 7, 2019. At the Meeting, Shareholders were asked to consider certain matters, as set out in the Company’s Management Information Proxy Circular dated March 26, 2019 (the "Information Circular").

 

A total of 156,623,640 shares were voted in person and by proxy at the Meeting, although not all shares were voted in respect of certain matters at the Meeting. The matters voted upon at the Meeting and the results of the voting were as follows:

 

Item 1: Number of Directors

 

By a vote by way of show of hands, the ordinary resolution to fix the number of directors at eight (8) was passed. Voting results on this matter were as follows:

 

    Total Votes     Percentage of Votes  
Votes For     111,488,245       99.80 %
Votes Against     228,466       0.20 %
Total Votes Cast     111,716,711       100.00 %

 

Item 2: Election of Directors

 

By a vote by way of show of hands, the ordinary resolution to elect each of the nominees listed in the Information Circular as directors until the next annual general meeting was passed. Voting results for the individual directors were as follows:

 

Name of Nominee   Votes For     Votes Withheld     Total Votes*    

Percentage of Votes

For*

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

 

* Not all shares were voted in respect of all resolutions therefore the combined number of shares voted for or withheld (and corresponding percentages) may not add up to the total shares represented at the Meeting.

 

  1

 

 

 

 

Item 3: Appointment of Auditors

 

By a vote by way of show of hands, the ordinary resolution to re-appoint Deloitte LLP, Chartered Accountants, as auditors of the Company for the ensuing year at a remuneration to be fixed by the directors was passed. Voting results on this matter were as follows:

 

    Total Votes*     Percentage of Votes  
Votes in Favour     155,662,379       99.39 %
Votes Withheld     961,261       0.61 %
Total Votes Cast     156,623,640       100.00 %

 

* Not all shares were voted in respect of all resolutions therefore the combined number of shares voted for or withheld (and corresponding percentages) may not add up to the total shares represented at the Meeting.

 

Other Business

 

There was no other business at the Meeting.

 

DATED at Vancouver, British Columbia this 7th day of May, 2019.

 

MIDAS GOLD CORP.  
   
By: /s/ Liz Monger  
  Liz Monger  
  Corporate Secretary  

 

  2

 

 

Exhibit 99.22

 

 

May 7, 2019

#2019-08

 

 

Midas Gold Reports Results of Annual General Meeting

 

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

 

Annual General Meeting Voting Result

 

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

 

Name of Nominee   Votes For     Votes Withheld     Total Votes*    

Percentage of Votes

For*

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

 

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

 

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

 

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

 

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

 

Corporate Update

 

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

 

 

 

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger – Manager, Investor Relations

(t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook:  www.facebook.com/midasgoldidaho

Twitter:  @MidasIdaho

www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

 

 

Exhibit 99.23

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(Unaudited, expressed in US Dollars)

 

 

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at March 31, 2019 and December 31, 2018

(Unaudited, expressed in US dollars)

 

    Notes     March 31,
2019
    December 31,
2018
 
ASSETS                  
CURRENT ASSETS                        
Cash and cash equivalents           $ 24,563,911     $ 29,886,558  
Trade and other receivables             283,659       264,047  
Prepaid expenses             280,351       270,161  
            $ 25,127,921     $ 30,420,766  
NON-CURRENT ASSETS                        
Buildings and equipment           $ 346,410     $ 396,881  
Right-of-use assets     3       211,602       -  
Exploration and evaluation assets             71,132,883       71,132,883  
            $ 71,690,895     $ 71,529,764  
TOTAL ASSETS           $ 96,818,816     $ 101,950,530  
                         
LIABILITIES AND EQUITY                        
CURRENT LIABILITIES                        
Trade and other payables           $ 3,256,625     $ 2,921,175  
Warrant derivative (i)     4       285,823       454,819  
Current lease liabilities     3       56,940       -  
            $ 3,599,388     $ 3,375,994  
NON-CURRENT LIABILITIES                        
Convertible notes     5     $ 24,423,991     $ 23,433,664  
Convertible note derivative (ii)     6       40,926,177       48,479,797  
Non-current lease liabilities     3       158,780       -  
            $ 65,508,948     $ 71,913,461  
 TOTAL LIABILITIES           $ 69,108,336     $ 75,289,455  
                         
EQUITY                        
Share capital     7     $ 268,194,963     $ 267,595,776  
Equity reserve     7       24,868,104       24,394,532  
Deficit             (265,352,587 )     (265,329,233 )
TOTAL EQUITY           $ 27,710,480     $ 26,661,075  
TOTAL LIABILITIES AND EQUITY           $ 96,818,816     $ 101,950,530  

 

Commitments – Notes 3 and 12

Subsequent Event – Note 13

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with International Financial Reporting Standards (“IFRS”). There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants or options. See Note 4.
(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 6.

 

See accompanying notes to condensed consolidated interim financial statements

 

 2

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

  Notes   March 31, 2019     March 31, 2018
EXPENSES                
Consulting         $ -     $ 42,426  
Corporate salaries and benefits           202,797       86,298  
Depreciation           66,505       78,075  
Directors’ fees           28,949       32,565  
Exploration and evaluation     8     5,590,654       5,797,299  
Office and administrative           61,520       73,178  
Professional fees           62,927       18,606  
Share based compensation     7     768,878       507,465  
Shareholder and regulatory           110,172       106,271  
Travel and related costs           34,142       24,653  
OPERATING LOSS         $ 6,926,544     $ 6,766,836  
                       
OTHER (INCOME) EXPENSES                      
Change in fair value of warrant derivative (i)     4   $ (168,996 )   $ 311,381  
Change in fair value of convertible note derivative (ii)     6     (8,408,769 )     24,568,934  
Finance costs     9     649,328       609,786  
Foreign exchange loss/(gain)           1,181,697       (1,880,420 )
Interest income           (156,450 )     (48,201 )
   Total other (income)/expenses         $ (6,903,190 )   $ 23,561,480  
                       
NET LOSS AND COMPREHENSIVE LOSS         $ 23,354     $ 30,328,316  
                       
NET LOSS PER SHARE, BASIC AND DILUTED         $ 0.00     $ 0.16  
                       
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED           235,759,955       186,807,229  

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants or options. See Note 4.
(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 6.

 

See accompanying notes to condensed consolidated interim financial statements

 

 3

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars except for number of shares)

 

          Share Capital                    
    Note     Shares     Amount     Equity Reserve     Deficit     Total  
BALANCE, January 1, 2018             186,356,265     $ 228,787,138     $ 23,635,064     $ (218,041,248 )   $ 34,380,954  
Share based compensation     7       -       -       507,465       -       507,465  
Exercise of options     7       939,500       624,393       (245,200 )     -       379,193  
Net loss and comprehensive loss for the period             -       -       -       (30,328,316 )     (30,328,316 )
BALANCE, March 31, 2018             187,295,765     $ 229,411,531     $ 23,897,329     $ (248,369,564 )   $ 4,939,296  
                                                 
BALANCE, January 1, 2019             234,812,690     $ 267,595,776     $ 24,394,532     $ (265,329,233 )   $ 26,661,075  
Share based compensation     7       -       -       793,642       -       793,642  
Shares issues through Stock Appreciation Rights             137,383               (122,188 )             (122,188 )
Exercise of options     7       831,700       599,187       (197,882 )     -       401,305  
Net loss and comprehensive loss for the period             -       -       -       (23,354 )     (23,354 )
BALANCE, March 31, 2019             235,781,773     $ 268,194,963     $ 24,868,104     $ (265,352,587 )   $ 27,710,480  

 

See accompanying notes to condensed consolidated interim financial statements

 

 4

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

    Notes     March 31, 2019     March 31, 2018
OPERATING ACTIVITIES:                        
Net loss           $ (23,354 )   $ (30,328,316 )
Adjustments for:                        
Share based compensation     7       793,642       507,465  
Depreciation             66,505       78,075  
Accretion and interest expense     3,5,9       649,328       609,786  
Change in fair value of warrant derivative     4       (168,996 )     311,381  
Change in fair value of convertible note derivative     6       (8,408,769 )     24,568,934  
Unrealized foreign exchange loss/(gain)             1,200,330       (1,842,797 )
Interest income             (156,450 )     (48,201 )
Changes in:                        
Trade and other receivables             (1,691 )     4,114  
Prepaid expenses             (10,190 )     (50,990 )
Trade and other payables             335,449       (1,054,050 )
      Net cash used in operating activities           $ (5,724,196 )   $ (7,244,599 )
INVESTING ACTIVITIES:                        
Purchase of buildings and equipment             -       (47,109 )
Interest received             138,529       63,035    
      Net cash used in investing activities           $ 138,529     $ 15,926  
FINANCING ACTIVITIES:                        
Proceeds from issuance of common shares, net of share issue costs           $ 279,117     $ 379,193    
Interest paid on Convertible Notes     5       (18,727 )     (19,276 )  
Payment of lease liabilities     3       (17,255 )     -    
      Net cash provided by financing activities           $ 243,135     $ 359,917    
Effect of foreign exchange on cash and cash equivalents             19,885       (71,945 )  
Net decrease in cash and cash equivalents             (5,322,647 )     (6,940,701 )  
Cash and cash equivalents, beginning of period             29,886,558       18,915,423    
Cash and cash equivalents, end of period           $ 24,563,911     $ 11,974,722    
                         
Cash           $ 2,167,089     $ 2,518,323    
Investment savings             6,673,012       3,497,144    
GIC and term deposits             15,723,810       5,959,255    
Total cash and cash equivalents           $ 24,563,911     $ 11,974,722    

 

See accompanying notes to condensed consolidated interim financial statements

 

 5

 

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

1.  Nature of Operations

 

Midas Gold Corp. (“the Corporation” or “Midas Gold”) was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho. The Corporation’s principal asset is the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Corporation currently operates in one segment, mineral exploration in the United States. The corporate office of Midas Gold is located at 890-999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada.

 

2.  Basis of Preparation

 

a. Statement of Compliance

 

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting (“IAS 34”), using accounting policies that are consistent with the International Financial Reporting Standards (“IFRS”).

 

b. Basis of Presentation

 

These condensed consolidated interim financial statements have been prepared on the historic cost basis except for certain financial instruments, which are measured at fair value.

 

The preparation of these condensed consolidated interim financial statements is based on the accounting policies consistent with those applied to the consolidated financial statements of Midas Gold for the year ended December 31, 2018, except for those related to the implementation of IFRS 16, which are discussed below and in Note 3.

 

These condensed consolidated interim financial statements do not include all information required for full financial statements and should be read in conjunction with the consolidated financial statements of Midas Gold for the year ended December 31, 2018.

 

These condensed consolidated interim financial statements for the three-month periods ended March 31, 2019 and 2018 were approved and authorized for issue by the board of directors on May 6, 2019.

 

c. Adoption of New Accounting Standards

 

The Corporation applied IFRS 16 with a date of initial application of January 1, 2019 using the modified retrospective approach, under which the cumulative effect of initial application, if any, is recognized in retained earnings at January 1, 2019. The details of the changes in accounting policies are disclosed below.

 

At inception of a contract, the Corporation assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset (a right-to-use, or “ROU” asset) for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Corporation assesses whether:

 

- The contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset.
- The Corporation has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

 

6

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

2.  Basis of Preparation (continued)

 

- The Corporation has the right to direct the use of the asset. The Corporation has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Corporation has the right to direct the use of the asset if either:
o The Corporation has the right to operate the asset; or
o The Corporation designed the asset in a way that predetermines how and for what purpose it will be used.

 

If a contract is deemed to be, or contains, a lease, the Corporation recognizes an ROU asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The Corporation has elected not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement, as a practical expedient permittable under IFRS 16.

 

The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. The estimated useful lives of ROU assets are determined on the same basis as those of property and equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The ROU asset is presented as a separate line in the consolidated statement of financial position.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Corporation’s incremental borrowing rate. Both the current and non-current lease liability are presented as separate lines in the consolidated statement of financial position.

 

Lease payments to be included in the measurement of the lease liability comprise the following:

 

- Fixed payments, including in-substance fixed payments;
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- Amounts expected to be payable under a residual value guarantee; and
- The exercise price under a purchase option that the Corporation is reasonably certain to exercise, lease payments in an optional renewal if the Corporation is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Corporation is reasonably certain not to terminate early.

 

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Corporation’s estimate of the amount expected to be payable under a residual value guarantee, or if the Corporation changes its assessment of whether it will exercise a purchase, extension or termination option.

  

7

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

  

2.  Basis of Preparation (continued)

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

 

The Corporation has elected not to recognize ROU assets and lease liabilities for leases of low-value assets and short-term leases that have a lease term of less than 12 months and where extension clauses within the original contract have been fully utilized. The Corporation recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

In the comparative period, assets held under leases were all classified as operating leases under IAS 17 and were not recognized in the Corporation’s statement of financial position. Payments made under operating leases were recognized in profit or loss on a straight-line basis over the term of the lease. There were no leases in place at the prior year end that would not qualify for the exemptions permittable for short-term leases and leases of low-value assets under IFRS 16.

 

3.  Leases

 

The Corporation leases building space for the Corporate office in Vancouver, BC, and has identified the space as an ROU asset. As at March 31, 2019, this is the only lease identified to have an ROU asset, and the Corporation has categorized the ROU as property. The Corporation is utilizing a rate of 10% for calculating lease liability and ROU asset. Additional details on the lease are below and are expressed in USD.

 

ROU Assets

 

    Property  
Balance, January 1, 2019   $ -  
Additions     227,472  
Depreciation charge for the period     (15,870 )
Balance, March 31, 2019   $ 211,602  

 

Lease Liabilities

    March 31, 2019  
Maturity analysis – contractual undiscounted cash flows        
Less than one year   $ 75,349  
One to five years     177,205  
Total undiscounted lease liabilities at March 31, 2019   $ 252,554  
Lease liabilities included in the statement of financial position at March 31, 2019   $ 215,720  
Current     56,940  
Non-Current     158,780  

 

Amounts recognized in profit and loss

    March 31, 2019  
Depreciation expense of ROU assets   $ (15,870 )
Expenses relating to short-term leases     (51,873 )
Expenses relating to leases of low-value assets     (2,930 )
Interest on lease liabilities     (5,502 )

 

8

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

3.  Leases (continued)

 

Payments made during the period for leases where the Corporation has elected to not recognize ROU assets and lease liabilities are recognized in the statement of net loss and comprehensive loss are presented in the table above.

 

Amounts recognized in the statement of cash flows

    March 31, 2019  
Total payments on lease liability   $ (17,255 )
Principal on leases     (11,753 )
Interest expense     (5,502 )

 

4. Warrant Derivative

 

In May 2013, the Corporation issued to Franco Nevada Corporation (“Franco”) 2,000,000 share purchase warrants (“Franco Warrants”). The Franco Warrants are exercisable into 2,000,000 common shares of the Corporation at C$1.23 per warrant. The Franco Warrants contain a mandatory conversion feature which requires Franco to exercise 100% of the outstanding warrants if, at any time, the volume weighted average trading price of Midas Gold’s common shares is equal to or greater than C$3.23 for a period of 30 consecutive trading days. The Franco Warrants expire on May 9, 2023.

 

The exercise price of the Franco warrants is denominated in Canadian dollars; however, the functional currency of the Corporation is the US Dollar. As a result of this difference in currencies, the proceeds that will be received by the Corporation are not fixed and will vary based on foreign exchange rates and the warrants are a derivative and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as a non-cash gain or loss in the consolidated statement of net loss and comprehensive loss. Upon exercise, the holders will pay the Corporation the respective exercise price for each warrant exercised in exchange for one common share of Midas Gold and the fair value at the date of exercise and the associated non-cash liability will be reclassified to share capital.  The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain in the consolidated statement of net loss and comprehensive loss. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants.

 

A reconciliation of the change in fair values of the derivative is below:

 

    FV Warrant
Derivative
 
Balance, December 31, 2018   $ 454,819  
             Change in fair value of warrant derivative     (168,996 )
Balance, March 31, 2019   $ 285,823  

 

The fair value of the warrants was calculated using the Black-Scholes valuation model. The inputs used in the Black-Scholes valuation model are:

  

9

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

4. Warrant Derivative (continued)

 

    March 31, 2019     December 31, 2018  
Fair value of related warrants outstanding   $ 0.14     $ 0.23  
Risk-free interest rate     1.5 %     1.9 %
Expected term (in years)     2.1       2.4  
Expected share price volatility     60 %     65 %

 

5. Convertible Notes

 

On March 17, 2016, the Corporation issued unsecured convertible notes (the “Convertible Notes”) for gross proceeds of $38.5 (C$50.0) million. The Convertible Notes bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity, and have a maturity date of March 17, 2023. On the maturity date, the outstanding principal amount of the Convertible Notes is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation at a price of C$0.3541 per share. If there is an equity financing completed at 95% of C$0.3541, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice when the Corporation’s common shares reach a price of C$0.7082 or higher. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

During March 2019 the third annual interest payment was made to note holders in cash, in the amount of $18,727.

 

The Convertible Notes are deemed to contain an embedded derivative (“Convertible Note Derivative”) relating to the conversion option. The Convertible Note Derivative was valued upon initial recognition at fair value using partial differential equation methods at $19.8 million (Note 6). At inception, the gross proceeds of the Convertible Notes were reduced by the estimated fair value of the Convertible Note Derivative ($19.8 million) and the transaction costs related to the Convertible Notes ($0.4 million) resulting in a balance of $18.3 million. The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method. The expected value of the Convertible Notes at maturity is $37.2 million (C$49.9 million) based on the exchange rate at March 31, 2019 (2018 - $36.6 million (C$49.9 million)).

 

The components of the Convertible Notes are summarized as follows:

 

    Convertible Notes  
Balance, December 31, 2018   $ 23,433,664  
         Accretion and Interest Expense     643,826  
         Interest Payments     (18,727 )
 Foreign exchange adjustments     365,228  
Balance, March 31, 2019   $ 24,423,991  

  

10

 

 

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

6. Convertible Note Derivative

 

The Convertible Note Derivative related to the Convertible Notes (Note 5) was valued upon initial recognition at fair value of $19.8 million using partial differential equation methods and is subsequently re-measured at fair value at each period end through the consolidated statement of net loss and comprehensive loss. The components of the Convertible Note Derivative are summarized as follows:

 

    Convertible Note
Derivative
 
Balance, December 31, 2018   $ 48,479,797  
Fair value adjustment     (8,408,769 )
Foreign exchange adjustments     855,149  
Balance, March 31, 2019   $ 40,926,177  

 

Upon conversion of the Convertible Notes, the fair value of the Convertible Note Derivative and the carrying value of the Convertible Notes will be reclassified to share capital.  There are no circumstances in which the Corporation would be required to pay any cash upon conversion of the Convertible Notes.

 

The fair value of the Convertible Note Derivative was calculated using partial differential equation methods. The assumptions used in the valuation model include the following, with a change in share price having the most significant impact on the valuation:

 

    March 31, 2019     December 31, 2018  
Risk-free interest rate     1.5%       1.9%  
Expected term (in years)     3.9       4.2  
Share Price     C$0.84       C$0.96  
Credit Spread     10%       10%  
Implied discount on share price     37% - 26%       37% - 26%  
Expected share price volatility     60%       56%  

 

7. Share Capital

 

a. Authorized

 

Unlimited number of common shares without par value.

Unlimited number of first preferred shares without par value.

Unlimited number of second preferred shares without par value.

 

b. Share purchase options

 

Under the terms of the Corporation's Stock Option Plan, the maximum number of shares reserved for issuance under the Plan is 10% of the issued shares on a rolling basis. Options may be exercisable over periods as determined by the Board of Directors of the Corporation and the exercise price shall not be less than the five-day weighted-average share price on the day preceding the award date, subject to regulatory approval. All stock options granted are subject to vesting, with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant.

 

A summary of share purchase option activity within the Corporation’s share-based compensation plan for the year ended December 31, 2018 and three months ended March 31, 2019 is as follows:

 

11

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

7. Share Capital (continued)

 

     Number of
Options
    Weighted Average
Exercise Price (C$)
 
Balance, December 31, 2017     13,930,750     $ 0.68  
Options granted     5,220,000       0.72  
Options expired/terminated     (655,000 )     0.82  
Options exercised     (1,811,675 )     0.56  
Balance December 31, 2018     16,684,075     $ 0.70  
Options granted     4,365,000       0.96  
Options expired/terminated     (892,250 )     0.67  
Options exercised     (831,700 )     0.52  
Balance, March 31, 2019     19,325,125     $ 0.77  

 

The Corporation’s Stock Option Plan includes a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. During the quarter, 402,500 (2018 – nil) options were terminated under the SAR clause and 137,383 (2018 – nil) shares were issued in lieu of a cash benefit. The total number of shares issued during the quarter through the exercise of options and under the SAR clause was 969,083 (2018 – 939,500). During the quarter 489,750 options expired (2018 – nil).

 

The number of outstanding options represents 8.2% of the issued and outstanding shares at March 31, 2019. During the three months ended March 31, 2019, the Corporation’s total share-based compensation was $768,878 (2018 - $507,465), which is comprised of $793,642 in periodic stock based compensation related to options granted and $(24,764) related to SAR activity in the current quarter.

 

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model, using the following weighted average assumptions:

 

    Three Months Ended  
    March 31, 2019     March 31, 2018  
Fair value options granted   $ 0.61     $ 0.34  
Risk-free interest rate     1.8 %     1.97 %
Expected term (in years)     5.0       5.0  
Expected share price volatility     64 %     65 %
Expected dividend yield     -       -  
Expected forfeiture     5 %     5 %

 

An analysis of outstanding share purchase options as at March 31, 2019 is as follows:

 

      Options Outstanding       Options Exercisable  
Range of
Exercise
Prices (C$)
    Number       Weighted
Average
Exercise
Price (C$)
      Weighted
Average
Remaining
Contractual
Life (Years)
      Number       Weighted
Average
Exercise
Price (C$)
      Weighted
Average
Remaining
Contractual
Life (Years)
 
$0.31 - $0.46     2,901,000     $ 0.40       1.3       2,901,000     $ 0.40       1.3  
$0.59 - $0.72     5,001,625     $ 0.62       3.3       2,755,906     $ 0.62       3.1  
$0.82 - $0.89     5,277,500     $ 0.88       2.9       3,668,125     $ 0.89       2.8  
$0.91 - $0.98     6,145,000     $ 0.96       4.5       1,347,500     $ 0.97       4.6  
$0.31 - $0.98     19,325,125     $ 0.77       3.3       10,672,531     $ 0.70       2.7  

 

12

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

7.  Share Capital (continued) 

 

c. Warrants

 

There was a total of 2,000,000 warrants outstanding as of both December 31, 2018 and March 31, 2019.

 

8. Exploration and Evaluation Expenditures

 

The Corporation’s exploration and evaluation expenditures at the Stibnite Gold Project for the three months ended March 31, 2019 and 2018 were as follows:

 

    Three Months Ended  
    March 31, 2019     March 31, 2018  
Exploration and Evaluation Expenditures                
Consulting and labour cost   $ 1,135,672     $ 1,153,164  
Drilling     -       187,492  
Field office and drilling support     390,321       424,861  
Engineering     889,833       1,348,840  
Permitting, environmental and reclamation     2,698,923       2,570,170  
Legal and sustainability     475,905       112,772  
Exploration and Evaluation Expense   $ 5,590,654     $ 5,797,299  

 

9. Finance Costs

 

The Corporation’s finance costs for the three months ended March 31, 2019 and 2018 were as follows:

 

    Three Months Ended  
    March 31, 2019     March 31, 2018  
Finance Costs                
Accretion     639,179       604,905  
Interest expense on Convertible Notes     4,647       4,881  
Interest expense on leases     5,502       -  
Interest Expense   $ 649,328     $ 609,786  

 

10. Financial Instruments

 

The Corporation classified the fair value of the financial instruments according to the following fair value hierarchy based on the amount of observable inputs used to value the instruments:

 

The three levels of the fair value hierarchy are:

 

Level 1 – Values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 – Values based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

Level 3 – Values based on prices or valuation techniques that are not based on observable market data.

 

13

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

10. Financial Instruments (continued)

 

At March 31, 2019 and December 31, 2018, the levels in the Fair Value hierarchy into which the Corporation’s financial assets and liabilities are measured and recognized on the balance sheet at fair value are categorized as follows:

 

                March 31,
2019
 
    Level 1     Level 2     Level 3  
Convertible Note Derivative (see Note 6)   $ -     $ -     $ 40,926,177  
Warrant Derivative (see Note 4)     -       -       285,823  
    $ -     $ -     $ 41,212,000  

 

                December 31, 2018  
    Level 1     Level 2     Level 3  
Convertible Note Derivative (see Note 6)   $ -     $ -     $ 48,479,797  
Warrant Derivative (see Note 4)     -       -       454,819  
    $ -     $ -     $ 48,934,616  

 

11. Segmented Information

 

The Corporation operates in one segment, being the exploration, evaluation and potential development of the Stibnite Gold Project. Details on a geographic basis are as follows:

 

    March 31, 2019     December 31, 2018  
Assets by geographic segment, at cost            
Canada            
Current assets   $ 24,585,134     $ 29,852,503  
Non-current assets     228,507       20,878  
      24,813,641       29,873,381  
United States                
Current assets     542,787       568,264  
Non-current assets     71,462,388       71,508,885  
      72,005,175       72,077,149  
    $ 96,818,816     $ 101,950,530  

 

12. Commitments

 

a. Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $235,000 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $168,000 bond related to the Corporation’s exploration activities.

 

b. Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q4 2020 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

14

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2019 and 2018

(Unaudited, expressed in US dollars)

 

13. Subsequent Events

 

Subsequent to the end of the quarter, on April 17, 2019, the Corporation issued 1.5 million shares valued at $0.9 million to the Stibnite Foundation in accordance with the Community Agreement between Midas and the communities of Donnelly, Cascade, Yellow Pine, Riggins, Council, Adams County, News Meadows and Idaho County.

 

15

 

 

Exhibit 99.24

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

INTRODUCTION

 

The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial condition and results of operations of Midas Gold Corp. (“Midas Gold” or the “Corporation”) for the quarter ended March 31, 2019. This MD&A should be read in conjunction with Midas Gold’s unaudited condensed consolidated interim financial statements for the three months ended March 31, 2019 prepared in accordance with International Financial Reporting Standards (“IFRS”) and the MD&A of Midas Gold for the year ended December 31, 2018. Additional corporate information, including Midas Gold’s most recent Annual Information Form (“AIF”) and other continuous disclosure documents can be accessed through the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com and the Corporation’s website at www.midasgoldcorp.com.

 

To the extent applicable, updated information contained in this MD&A supersedes older information contained in previously filed continuous disclosure documents. Information contained on the Corporation’s website that is not incorporated by reference does not form part of this MD&A. This MD&A contains forward-looking statements that are based on certain estimates and assumptions and involve risks and uncertainties. Actual results may vary materially from management’s expectations. See the “Forward-Looking Statements” and “Risks and Uncertainties” sections in this MD&A for further information. All “$” dollars in this MD&A are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

The information in this MD&A is provided as at May 6, 2019.

 

OVERVIEW

 

Midas Gold was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire and develop mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho (the “District”). The Corporation’s common shares trade on the Toronto Stock Exchange (“TSX”). The corporate office of Midas Gold is located at 890 - 999 West Hastings St, Vancouver, BC, V6C 2W2, Canada.

 

QUARTER HIGHLIGHTS

 

On January 31, 2019, the Corporation announced that it has appointed Jaimie Donovan to its Board of Directors, replacing Mark Hill, who resigned as Barrick’s representative from the Company’s Board.

 

On March 25, 2019, the Corporation announced that it amended the investor rights agreement dated May 16, 2018 (“IRA”) entered into with Barrick Gold Corporation (“Barrick”) in conjunction with Barrick’s US$38 million investment in Midas Gold completed in May 2018. These amendments were made at Midas Gold’s request and are designed to increase financing flexibility and options for Midas Gold, including a commitment by Barrick to provide a lead order.

 

After several updates to the permitting schedule during the previous year, on January 29, 2019, the Corporation announced that it has been advised that the US Forest Service (“USFS”) anticipates issuing a draft EIS for public comment in Q3 2019, with a Final Environmental Impact Statement (“EIS”) and Draft Record of Decision (“ROD”) in Q2 2020 and a Final ROD in Q3 2020. On April 2, 2019, the Corporation announced that it had been advised that the USFS anticipates issuing a draft EIS for public comment in late Q4 2019, with a Final EIS and Draft ROD in Q3 2020 and a Final ROD in late Q4 2020. This updated schedule incorporates the impacts of the partial shutdown of the federal government and additional modelling of alternatives requested by the regulators. The USFS will continue to issue quarterly updates to the anticipated schedule as the process advances.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 1

 

 

 

Also during the quarter, on March 12, 2019, the Corporation announced that it filed a preliminary short form base shelf prospectus (the “Shelf Prospectus”) with the securities commissions in each of the provinces of Canada, except Quebec. Subsequent to the quarter, on April 4, 2019, the Corporation announced that it had filed a final short-term Shelf Prospectus with the securities commissions in each of the provinces of Canada, except Quebec. The Shelf Prospectus will allow Midas Gold to offer and issue up to C$200 million of common shares, warrants, subscription receipts, units, debt securities, or any combination of such securities (collectively, the “Securities”) during the next 25-months. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, which would be set forth in a subsequently filed prospectus supplement. The Company filed the Shelf Prospectus to provide future financial flexibility as it advances its flagship Stibnite Gold Project but had not determined whether to undertake an offering of Securities.

 

In connection with the Shelf Prospectus filings, the Corporation also filed an amended technical report entitled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho” dated effective December 8, 2014 and amended March 28, 2019 (the “PFS”). Amendments to the PFS include changes to clarify that the mineral resource estimate is consistent with the CIM Definition Standards adopted by the CIM Council on May 10, 2014 (with no resulting changes to the mineral resource estimate in the PFS), and to remove the comparison of the 2012 preliminary economic assessment.

 

Subsequent to the quarter, on April 16, 2019, the Corporation announced it had provided an initial cash grant of $100,000 and issued 1.5 million common shares in the capital of the Company (the “Foundation Shares”), valued at US$877,500, to launch the Stibnite Foundation in Idaho. These grants to the Stibnite Foundation (the “Foundation”) were made in accordance with the Company’s ongoing annual and milestone funding obligations pursuant to the terms of the Community Agreement, details of which can be found in the Company’s December 4, 2018 news release. The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho and eight communities and counties throughout the West Central Mountains region of Idaho.

 

FORWARD-LOOKING STATEMENTS

 

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”).

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects", “budget”, “estimates”, “intends”, “anticipates”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

 

With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; 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 Corporation's expectations; that the current exploration, development, environmental and other objectives concerning the Project can be achieved and that the Corporation's other corporate activities will proceed as expected; that the current price and demand for gold and other metals 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 Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 2

 

 

  

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by such forward-looking information. In addition to those discussed in the Corporation's public disclosure record, such risks and other factors include, among others, the risks and uncertainties set out under the heading “Risks and Uncertainties” in this MD&A.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such 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 MD&A to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

2019 OUTLOOK AND GOALS

 

During 2019, Midas Gold’s objectives are to continue to advance the permitting process for the Stibnite Gold Project under National Environmental Policy Act and, in parallel, to advance the technical work and studies needed to support the completion of a feasibility study for the Project. In conjunction with the foregoing, Midas Gold will continue to engage and consult with regulators, communities, tribes and other stakeholders in respect of the concepts for the Project set out in the Plan of Restoration and Operations (“PRO”) in order to ensure that plans for the restoration and redevelopment of the Project addresses concerns and issues to the extent environmentally, technically and commercially feasible.

 

The Corporation continues to balance the timing and prioritization of expenditures with the intention of delivering the Corporation’s major objectives in a timely and cost-effective manner.

 

RESULTS OF OPERATIONS

 

Net Loss and Comprehensive Loss

 

    Three Months Ended  
    Mar 31, 2019     Mar 31, 2018  
EXPENSES                
Consulting   $ -     $ 42,426  
Corporate salaries and benefits     202,797       86,298  
Depreciation     66,505       78,075  
Directors’ fees     28,949       32,565  
Exploration and evaluation     5,590,654       5,797,299  
Office and administrative     61,520       73,178  
Professional fees     62,927       18,606  
Share based compensation     768,878       507,465  
Shareholder and regulatory     110,172       106,271  
Travel and related costs     34,142       24,653  
OPERATING LOSS   $ 6,926,544     $ 6,766,836  
                 
OTHER (INCOME) EXPENSES                
Change in fair value of warrant derivative   $ (168,996 )   $ 311,381  
Change in fair value of Convertible Note Derivative     (8,408,769 )     24,568,934  
Finance costs     649,328       609,786  
Foreign exchange loss/(gain)     1,181,697       (1,880,420 )
Interest income     (156,450 )     (48,201 )
   Total other (income)/expenses   $ (6,903,190 )   $ 23,561,480  
                 
NET LOSS AND COMPREHENSIVE LOSS   $ 23,354     $ 30,328,316  

 

  Midas Gold Corp. | Management’s Discussion & Analysis 3

 

 

 

Net loss and comprehensive loss for Midas Gold for the three-month period ending March 31, 2019 was nil compared with a loss of $30.3 million for the corresponding period of 2018. This $30.4 million change for the three months was primarily attributable to a $33.5 million increase in non-cash gains related to the change in the fair value of the Convertible Note Derivative and warrant liability, a $0.3 million decrease in exploration and evaluation expenses and a $0.1 million increase in interest income. These gains were partially offset by a $3.1 million increase in foreign exchange losses, a $0.3 million increase in stock-based compensation as compared to the prior period and a $0.1 million increase in corporate salaries and benefits. As noted above, for the three months ended March 31, 2019, the Corporation’s main focus was the continued evaluation and advancement of the Stibnite Gold Project. An analysis of each line item follows.

 

Consulting

 

This expense relates to consulting services provided to the Corporation that do not relate to the exploration and evaluation of the Stibnite Gold Project. The expense for the current quarter is lower than the comparable period in 2018 as a result of consulting services ensuring compliance with the Convertible Notes during the previous quarter.

 

Corporate Salaries and Benefits

 

This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily Canadian corporate employees. Salaries and benefits for the quarter ended March 31, 2019 were higher than in prior year due to the timing and amount of short term incentive accruals.

 

Depreciation

 

This expense relates to the depreciation of the Corporation’s building and equipment. The expense for the current quarter is lower than the comparable period in the previous year due to equipment being fully depreciated.

 

Directors’ Fees

 

Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the Chair of the Board, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. This expense for the current quarter is consistent with the comparable quarter in the previous year.

 

Exploration and Evaluation

 

This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labour, drilling, field office costs, engineering, permitting, environmental and sustainability costs. A partial shut-down of the US government in the beginning of the year stalled work in January, resulting in a $0.3 million decrease in expenditures over the prior period, primarily in the engineering department. Additional details of expenditures incurred are as follows:

 

    Three Months Ended  
    March 31, 2019     March 31, 2018  
Exploration and Evaluation Expenditures                
Consulting and labour cost   $ 1,135,672     $ 1,153,164  
Drilling     -       187,492  
Field office and drilling support     390,321       424,861  
Engineering     889,833       1,348,840  
Permitting, environmental and reclamation     2,698,923       2,570,170  
Legal and sustainability     475,905       112,772  
Exploration and Evaluation Expense   $ 5,590,654     $ 5,797,299  

 

Office and Administrative

 

This expense is predominantly the maintenance of an office in Vancouver, BC and insurance policies for both the Vancouver and US offices. The costs for the quarter ended March 31, 2019 are comparable to the comparative period in the prior year.

 

Professional Fees

 

This expense relates to the legal and accounting costs of the Corporation. The costs for the quarter ended March 31, 2019 are higher than the comparative period in the prior year primarily due to Corporation’s decision to have its quarterly Financial Statements reviewed by its auditor and additional legal costs for the quarter.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 4

 

 

 

Share Based Compensation

 

This expense is due to the compensation of directors, officers, employees and consultants that are share based. This expense for the current quarter is $0.3 million more than the comparative period in 2018 due to 0.9 million additional options granted during Q1 2019 and an increase in stock price over the previous quarter. The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model which uses various assumptions that are outlined in the Corporation’s condensed consolidated interim financial statements for the quarter ended March 31, 2019.

 

Shareholder and Regulatory

 

This expense is associated with marketing, licenses and fees, and shareholder communications. The expense for the current quarter is consistent with the comparative period from the prior year.

 

Travel and Related Costs

 

This expense is a result of travel and meal costs of the Corporation’s directors, officers, employees and consultants whilst undertaking business on behalf of the Corporation. The expense for the current quarter is comparable to the same quarter in the previous year.

 

Change in Fair Value of Warrant Derivative

 

The Corporation has issued warrants and finder’s options in various financing transaction since 2013, all with exercise prices denominated in Canadian dollars. The Corporation determined that warrants and finder’s options with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from period to period have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. There are no circumstances under which Midas Gold will be required to pay cash upon exercise or expiry of the warrants or finder’s options (see Note 5 in the Financial Statements).

 

Change in Fair Value of Convertible Note Derivative Liability

 

The Corporation issued unsecured Convertible Notes with an interest rate of 0.05% per annum in March 2016 with an exercise price denominated in Canadian dollars. The Corporation determined that the Convertible Notes with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from inception to balance date have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. The Convertible Note derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 7 in the Financial Statements).

 

Finance Costs

 

Finance costs for the Corporation include accretion and interest expense related to the Convertible Note Derivatives described above as well as interest expense on lease liabilities resulting from the implementation of IFRS 16 in the current quarter. These costs are higher than the comparable period in the previous year primarily due to the compounding interest on the principle balance of Convertible Notes.

 

Foreign Exchange

 

This gain is a result of the translation of the Corporation’s Canadian dollar denominated balances as at March 31, 2019, primarily on the Convertible Note and the Convertible Note Derivative. The Corporation experienced a foreign exchange loss in the current quarter as compared to the comparative quarter in the prior year due to the change in the value of the Canadian dollar compared to the US dollar.

 

Interest Income

 

This income results from interest received on the Corporation’s cash balances. Interest income increased in the current quarter compared to the comparative period in the prior year as a result of lower average cash balances.

 

Balance Sheet

 

An analysis of the March 31, 2019 and December 31, 2018 balance sheets of the Corporation follows.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 5

 

 

 

Total Assets

 

Total assets decreased during the three months ended March 31, 2019 from $102.0 million to $96.8 million primarily as a result of cash used in operations to fund the Stibnite Gold Project.

 

Equity

 

Equity increased during the three months ended March 31, 2019 from $26.7 million to $27.7 million primarily as a result of stock options issued under the Corporation’s Stock Option Plan and the loss for the current quarter.

 

Total Liabilities

 

Total liabilities decreased during the three months ended March 31, 2019 from $75.3 million to $69.1 million, primarily as a result of the change in fair value of the Convertible Note derivative, which decreased from $48.5 million at December 31, 2018 to $40.9 million in the current quarter. The Convertible Note derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 6 in the Financial Statements).

 

Cash Flows

 

Midas Gold’s net change in cash and cash equivalents for the three months ended March 31, 2019 was an outflow of $5.3 million (2018 – $6.9 million inflow). The outflows from operating activities during the quarter were slightly offset by inflows from investing and financing activities.

 

For the three months ended March 31, 2019, operating cash outflows were $5.7 million (2018 - $7.2 million), investing cash inflows were $0.1 million (2018 - nil) and financing cash inflows were $0.2 million (2018 - $0.4 million).

 

QUARTERLY RESULTS

 

The net loss and comprehensive loss of Midas Gold for the previous eight calendar quarterly periods is tabulated below.

 

Quarter Ended   Revenue     Net Loss & Comprehensive Loss     Basic & Diluted Loss per Share     Total Assets     Long Term Liabilities     Cash Dividend  
    $     $     $     $     $     $  
March 31, 2019             (23,354 )     0.00       96,818,816       65,508,948          
December 31, 2018     -       (5,995,672 )     (0.03 )     101,950,530       71,913,461       -  
September 30, 2018     -       (3,092,514 )     (0.01 )     109,212,038       73,472,963       -  
June 30, 2018     -       (7,871,484 )     (0.04 )     115,434,602       76,695,238       -  
March 31, 2018     -       (30,328,316 )     (0.16 )     83,701,538       76,007,461       -  
December 31, 2017     -       (4,012,506 )     (0.02 )     90,641,162       52,762,758       -  
September 30, 2017     -       (2,948,146 )     (0.02 )     97,010,277       57,075,780       -  
June 30, 2017     -       (655,226 )     (0.00 )     103,230,928       60,255,582       -  

 

The Corporation has had relatively consistent operating losses over the past eight quarters, the most significant variances to the net loss and comprehensive loss is the change in the fair value of the warrant derivative, the Convertible Note Derivative and foreign exchange losses on the Convertible Note and Convertible Note Derivative. Exploration and evaluation expenditures create variances dependent on the nature of the work that is being completed in each quarter. The long-term liability includes the Convertible Note Derivative, which is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 6 in the Financial Statements).

 

  Midas Gold Corp. | Management’s Discussion & Analysis 6

 

 

 

CAPITAL RESOURCES AND LIQUIDITY

 

Capital resources of Midas Gold consist primarily of cash and liquid short-term investments. As at March 31, 2019, Midas Gold had cash and equivalents totaling approximately $24.6 million, approximately $0.6 million in other current assets and $3.3 million in trade and other payables. With its current capital resources, Midas Gold has sufficient funds to continue to advance the Stibnite Gold Project towards completion of a feasibility study and to continue to advance the regulatory process related to permitting for mine development, but additional funding will be required to complete this work. During 2019 and beyond, Midas plans to:

 

Continue engaging with Project stakeholders to provide those stakeholders with the opportunity for better understanding of the Project concepts and to provide a forum for such stakeholders to provide further input into the Project, possible options and alternatives;
Continuing to collect environmental baseline data in support of the ongoing regulatory processes related to permitting for site restoration and redevelopment of the Project;
Continuing to advance the Project towards completion of a Feasibility Study;
Continuing to advance the regulatory process for the restoration and redevelopment of the Project, including the repair of legacy impacts and operation of a modern mining and processing facility that would provide a social and economic benefit to the local community and restoration of the Project site.

 

Midas Gold has a current liability of $0.3 million related to the warrant derivative. There are no circumstances under which Midas Gold will be required to pay any cash upon exercise or expiry of the warrants (see Note 5 in the Interim Financial Statements).

 

Midas Gold has long term liabilities of $65.4 million related to the Convertible Notes and the related embedded derivative. The Convertible Note derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash related to the $40.9 million Convertible Note Derivative upon conversion of the Convertible Notes (see Notes 7 and 8 in the Financial Statements).

 

Midas Gold does not anticipate the payment of dividends in the foreseeable future.

 

It is management’s opinion, based on the Corporation’s current capital resources and liquidity and its revised IRA with Barrick, that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue to advance the Stibnite Gold Project through 2019, but will require additional funding to continue to finalise permitting of the Project in 2020 and beyond. Since expenditures post 2019 include discretionary items, reprioritization would allow the Corporation to meet its administrative and overhead requirements by deferring certain of these discretionary expenditures.

 

Contractual Obligations

 

Office Rent

 

The Corporation currently has two lease agreements for office space that are considered short-term in nature and therefore not included in the implementation of IFRS 16 and included on the statement of financial position. The total rent obligation over the next five years is $89,710 with all due within one year.

 

Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $235,000 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $168,000 bond related to the Corporation’s exploration activities.

 

Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q4 2020 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 7

 

 

 

Option Payments on Mining Claims

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at March 31, 2019, the remaining option payments due on the Cinnabar property are $120,000, which will be paid over the next three years. The agreement includes an option to extend up to 20 years.

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Corporation has no off balance sheet arrangements as of March 31, 2019 and the date of this MD&A.

 

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

 

During the quarters ended March 31, 2019 and 2018, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    March 31, 2019     March 31, 2018  
Salaries and benefits   $ 184,266     $ 222,734  
Share based compensation     205,114       184,903  
    $ 389,380     $ 407,637  

 

During the comparative period in the previous year, Bob Barnes retired from his role as Chief Operating Officer and therefore is no longer considered key management, however, he continues to serve the company in other capacities. No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the three-month periods ended March 31, 2019 and 2018.

 

There were no balances outstanding with related parties at March 31, 2019.

 

MINERAL PROPERTIES

 

Stibnite Gold Project

 

The Corporation and its subsidiaries’ property holdings at the Stibnite Gold Project are comprised of a contiguous package of unpatented federal lode claims, unpatented federal mill site claims, patented federal lode claims and patented mill site claims. As of March 31, 2019, this land position encompassed approximately 11,548 hectares held in 1,518 unpatented lode and mill site claims and patented land holdings. The Corporation acquired these rights under the 1872 Mining Law through a combination of transactions and staking and holds a portion under an option agreement. Bureau of Land Management payment in lieu of assessment claim rental fees, filings and the claims are all in good standing. Normal maintenance and upkeep of the Project infrastructure continued during the quarter.

 

Permitting for Development

 

On December 13, 2016, the USFS reported that it had determined that the PRO filed by Midas Gold Idaho, Inc. on September 21, 2016 for the restoration, re-development and operation of the Stibnite Gold Project in Valley County, Idaho met the requirements for a plan of operations under USFS regulations allowing the USFS to commence the formal review of the Project under the National Environmental Policy Act ("NEPA"). The USFS completed public scoping under NEPA during the third quarter of 2017 and the regulatory and cooperating agencies are conducting reviews of the information provided by Midas Gold in its plan of restoration and operations and analyses of alternatives as required under NEPA. The NEPA review is being undertaken in a coordinated process by a total of seven federal, state and local agencies under a memorandum of understanding entered into in September 2017.

 

District Exploration

 

No drilling was completed during the reporting period. Other activities continued with efforts directed at updating geological, alteration and structural modelling of the mineral resources to support value engineering design, metallurgical programs and environmental studies for the Feasibility Study and permitting.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 8

 

 

 

Environmental and Other Matters Pertaining to the Stibnite Gold Project

 

The Project is located in a historic mining district with extensive and widespread exploration and mining activity, and related environmental effects, spanning nearly 100 years from the early 1900s until today. Actions by prior operators and government agencies have addressed some of the historic environmental issues, but extensive disturbance and effects remain.

 

For additional disclosure on Environmental and Other Matters refer to the Corporation’s Annual Information Form for the years ended December 31, 2018 and December 31, 2017, the prospectus dated June 30, 2011 and the short form prospectus dated March 8, 2012. The Corporation is, and in future will continue to be, subject to federal, state and local statutes, rules and regulations related to, among other things, environmental protection, site access and construction activities. The environmental effects, if any, of current and future activities will be monitored and, where appropriate, mitigated, reclaimed and restored by the Corporation.

 

A number of environmental studies and regulatory investigations in the District identified numerous areas of potential environmental degradation related to past mining. In the past, regulatory actions under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”) and state law have been taken by the U.S. Environmental Protection Agency (“EPA”), the USFS and the Idaho Department of Environmental Quality against historic mining operators. All of these regulatory activities and related clean-up programs pre-date any ownership or activity by the Corporation. Prior to its acquisitions in the District, the Corporation conducted appropriate due diligence, comprising formal assessments of the properties comprising the Project, in order to avoid potential CERCLA liabilities related to past disturbance and to maintain its status as a bona fide prospective purchaser (“BFPP”) under CERCLA. The Corporation continues to discharge its continuing obligations in the District in order to maintain its landowner liability protection.

 

Consent Decrees under CERCLA

 

Several of the patented lode and mill site claims acquired by subsidiaries of Midas Gold in the areas of the West End mill site claims previously used for processing operations are subject to a consent decree, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree provides the regulatory agencies (that were party to the agreement) access and the right to conduct remediation activities under their respective CERCLA and RCRA authorities as necessary and to prevent the release or potential release of hazardous substances. The consent decree also requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties acquired by subsidiaries of Midas Gold are also subject to a consent decree between the previous owner of those claims and the United States, which imposes certain obligations on that previous owner, including that the previous owner will cooperate with the U.S. Environmental Protection Agency and USFS in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

Plans for the Environmental Issues

 

The Corporation expects that the issue of existing environmental concern will be addressed as part of the permitting process for future mining operations. The Corporation recognizes the need to maintain the current designated uses, to improve water quality, enhance wildlife and aquatic habitat where practicable and to reduce sediment loads in the Project area wherever feasible as a component of its ongoing activities, in addition to providing for future mining activities, should they occur.

 

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 9

 

 

 

Accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of these consolidated financial statements include, among others, the useful lives of buildings and equipment, valuation of assets, valuation of share based compensation, warrant and Convertible Note Derivatives, mineral resource estimates and the recoverable amount of exploration and evaluation expenditures.

 

Accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the accounting for its exploration and evaluation assets, recognition of deferred tax assets or liabilities, functional currency, fair value of the Convertible Note Derivative, expected economic lives of and the estimated future operating results and net cash flows from buildings and equipment and exploration and evaluation assets.

 

FINANCIAL INSTRUMENTS

 

The Corporation’s cash balance decreased from $29,886,558 million at December 31, 2018 to $24,563,911 at March 31, 2019. There have been no other significant changes in the Corporation’s financial instruments since December 31, 2018, with the exception of the warrant derivative and the change in fair value of the Convertible Note Derivative, which are discussed in Results of Operations.

 

OUTSTANDING SHARE DATA

 

    May 6, 2019     March 31, 2019  
Common shares issued and outstanding     237,281,773       235,781,773  
Options outstanding     19,286,500       19,325,125  
Warrants outstanding     2,000,000       2,000,000  
Shares issuable on conversion of Convertible Note     140,955,666       140,955,666  
Total     399,523,939       398,062,564  

 

DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Corporation’s management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

DC&P are designed to provide reasonable assurance that material information relating to the Corporation is made known to the CEO and CFO during the reporting period and the information required to be disclosed by the Corporation is recorded, processed, summarized and reported in a timely and appropriate manner. ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with international financial reporting standards. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed and operated, they may not prevent or detect misstatements on a timely basis.

 

The Corporation’s management, under the supervision of the CEO and CFO, has evaluated the design effectiveness of its DC&P and ICFR and concluded that, as of March 31, 2019, they are effective in providing reasonable assurance regarding required disclosures and the reliability of external financial reporting.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

National Instrument 52-109 also requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No changes were made to the Corporation's ICFR in the three months ended March 31, 2019 which have materially affected, or are reasonably likely to materially affect, ICFR.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 10

 

 

 

EXTRACTIVE SECTOR TRANSPARENCY MEASURE ACT – REPORTING

 

In accordance with Canada’s Extractive Sector Transparency Measures Act (the “Act”) that was enacted on December 16, 2014 and brought into force on June 1, 2015, that is intended to contribute to global efforts to increase transparency and deter corruption in the extractive sector.  Midas Gold reports that for the three months ended March 31, 2019, it has made payments of fees and taxes, as defined by the Act, of US$114,520, to the government entities of the below.  The Act only requires payments greater than C$100,000 to be reported and the Corporation will follow these requirements, however the below is provided for additional transparency.

 

Quarter     Payee   Details   Amount  
2019 Q1     Nez Perce Tribe   Nez Perce tribe Ethnographic Study
  $ 50,000  
      Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
                   
      Idaho Department of Environmental Quality (“IDEQ”)   Reimbursement of expenditures related to on going IDEQ permitting   $ 11,155  
                   
      City of Riggins   Phase II donation for stage at city park in Riggins which will be utilized for multiple fundraising events in the community   $ 5,000  
      Total       $ 114,520  

 

USE OF PROCEEDS

 

The Company’s news release dated May 9, 2018 stated that the approximately US$38 million proceeds raised in the private placement with Barrick Gold Corporation would be used to advance the Stibnite Gold Project through to the completion of a feasibility study and permitting of the Project for redevelopment and restoration. The Company’s management discussion and analysis for the year ended December 31, 2018 clarified that in addition to advancing the Stibnite Gold Project, the proceeds from the private placement would be used for other working capital requirements. During the three month period ended March 31, 2019, the Company continued to use a portion of the proceeds from the private placement towards other working capital purposes and this has not had any material impact or variance on the advancement of the Project towards a feasibility study and permitting.

 

RISKS AND UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 11

 

 

 

Industry Risks

 

· Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.
· Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.
· Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.
  · Resource exploration and development is a high risk, speculative business.
  ·  Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.
· Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.
· The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.
· Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

 

The Corporation’s Risks

 

· Midas Gold will need to raise additional capital though the sale of its securities or other interests, resulting in dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.
· Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common share in accordance with the terms of the Convertible Notes.
· Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.
· Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.
· Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.
· Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.
· Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.
· Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.
· Midas Gold’s activities are subject to environmental liability.
· Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.
· Midas Gold’s future exploration efforts may be unsuccessful.
· Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.
· Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.
· Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.
· Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

 

  Midas Gold Corp. | Management’s Discussion & Analysis 12

 

 

 

· Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining and exploration activities.
· Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.
· Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.
· Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.
· Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
· Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.
· A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.
· A cyber security incident could adversely affect Midas Gold’s ability to operate its business.

 

CAUTIONARY NOTE IN RESPECT OF MINERAL RESOURCES AND MINERAL RESERVES

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. The Project 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. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

 

The mineral resources and mineral reserves at the Project are contained within areas that have seen extensive disturbance resulting from prior mining activities. For Midas Gold to advance its interests at the Stibnite site, the Project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. However, Midas Gold is not aware of any environmental, permitting, legal or other reasons that would prevent it from advancing the Project.

 

This MD&A and the mineral resource and mineral reserve estimates referenced in this MD&A are reported in accordance with the requirements under Canadian securities laws, namely National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), which differ from the requirements under U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Midas Gold is not a SEC registered Corporation nor are any of its subsidiaries.

  

  Midas Gold Corp. | Management’s Discussion & Analysis 13

 

 

Exhibit 99.25

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Stephen Quin, CEO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended March 31, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2019 and ended on March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 8, 2019

 

/s/ Stephen Quin  
Stephen Quin  
CEO  

 

 

 

 

Exhibit 99.26

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Darren Morgans, CFO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended March 31, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2019 and ended on March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

  

Date: May 8, 2019

 

/s/ Darren Morgans  
Darren Morgans  
CFO  

 

 

 

 

 

 

Exhibit 99.27

 

 

June 6, 2019

#2019-09

 

 

Midas Gold’s Plan to Address Previous Water Contamination in Stibnite Mining District

 

Modern Mining Offers Solutions to Problems Created by Historic Mining Activity

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

 

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

 

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

 

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

 

About the Stibnite Gold Project:

 

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

 

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

 

Stibnite Gold Project Permitting Background

 

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

 

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

 

 

 

 

 

Forward-Looking Information

 

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

 

 

 

 

 

Exhibit 99.28 

 

 

June 10, 2019

#2019-10

 

 

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.

 

Midas Gold Corp. Announces Bought Deal Public Offering

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

About Midas Gold and the Stibnite Gold Project

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

 

 

 

 

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

Caution Regarding Forward Looking Information:

 

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

 

 

 

 

 

Exhibit 99.29

 

Execution Version

 

UNDERWRITING AGREEMENT

 

June 12, 2019

 

Midas Gold Corp.

Suite 890, 999 West Hastings Street

Vancouver, British Columbia V6C 2W2

 

Attention: Stephen Quin, President and Chief Executive Officer

 

Dear Sirs:

 

Upon and subject to the terms and conditions set forth herein, RBC Dominion Securities Inc. (a member company of RBC Capital Markets) and BMO Nesbitt Burns Inc. (together, the “Co-Lead Underwriters”), and Haywood Securities Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”), hereby severally and neither jointly, nor jointly and severally, agree to purchase from Midas Gold Corp. (the “Company”), and the Company hereby agrees to issue and sell 33,200,000 Common Shares (as defined herein) (the “Offered Shares”) to the Underwriters at a price of $0.60 per Offered Share (the “Offering Price”) for aggregate gross proceeds of $19,920,000 (the “Offering”).

 

The Company has advised that it is current in the filing of all materials required to be filed under the Applicable Securities Laws (as defined herein) of each of the Provinces of Canada other than Québec (the “Qualifying Jurisdictions”), it has filed the Base Shelf Prospectus (as defined herein) in each of the Qualifying Jurisdictions and the BCSC (as defined herein), as principal regulator, issued a decision document in respect thereof under NP 11-202 (as defined herein) on behalf of itself and the other Securities Regulators (as defined herein), and it is qualified to file the Prospectus Supplement (as defined herein) as a supplement to the Base Shelf Prospectus in accordance with the requirements of NI 44-101 and NI 44-102 (as such terms are defined herein).

 

The Offered Shares shall be distributed in one or more of the Qualifying Jurisdictions by the Underwriters pursuant to the Prospectus (as defined herein). The Offered Shares may also be offered and sold in the United States (as defined herein) in transactions in accordance with Rule 144A (as defined herein) and exemptions under applicable state securities laws. All offers and sales of the Offered Shares: (i) will be made in accordance with Schedule “B” attached hereto (which schedule is incorporated into and forms part of this Agreement); (ii) will be conducted in such a manner so as not to require registration thereof under the U.S. Securities Act (as defined herein); and (iii) will be conducted through an affiliate of one or more of the Underwriters duly registered with the SEC (as defined herein) and the Financial Industry Regulatory Authority, Inc. and in compliance with U.S. Securities Laws (as defined herein). Subject to applicable law, including the Applicable Securities Laws (as defined herein), prior agreement of the Company and the Underwriters, and the terms of this Agreement, the Offered Shares may also be distributed on an exempt basis in other jurisdictions outside Canada and the United States provided that they are lawfully offered and sold on a basis exempt from the prospectus, registration or similar requirements of any such jurisdictions.

 

The Underwriters may offer the Offered Shares at a price less than the Offering Price as described in further detail in Section 13(d) below, in compliance with Canadian Securities Laws and, specifically, the requirements of NI 44-101 and the disclosure concerning the same contained in the Prospectus and the U.S. Private Placement Memorandum (as defined herein).

 

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company agrees to pay to the Underwriters the Commission (as defined herein) as set out in Section 12 below. The obligation of the Company to pay the Commission shall arise at each Closing Time (as defined herein).

 

 

 

 

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers (each, a member of the “Selling Group”) duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as their agents to assist with the Offering and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them.

 

DEFINITIONS

 

(a) In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

 

Act” means the Business Corporations Act (British Columbia).

 

affiliate”, “associate”, “distribution”, “material change”, “material fact” and “misrepresentation” have the respective meanings ascribed thereto in the Securities Act (British Columbia) in effect on the date hereof.

 

Agreement” means this agreement, being the agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby.

 

Applicable Securities Laws” means collectively, the applicable securities laws in each of the jurisdictions in which the Offered Shares are offered or sold, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments issued by the Securities Regulators thereunder and the securities legislation of and published policies issued by each other relevant jurisdiction and all applicable rules and policies of the TSX.

 

Base Shelf Prospectus” means the final short form base shelf prospectus of the Company dated April 4, 2019, including all of the Documents Incorporated by Reference.

 

BCSC” means the British Columbia Securities Commission.

 

Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business.

 

Canadian Securities Laws” means collectively, the Applicable Securities Laws in each of the Qualifying Jurisdictions.

 

Claim” has the meaning ascribed to such term in Section 10(a).

 

Closing” means the completion of the purchase and sale of the Offered Shares, as contemplated by this Agreement.

 

Closing Date” means the day on which the Closing shall occur, being June 19, 2019 or such other date as the Underwriters and the Company may determine.

 

Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Co-Lead Underwriters may determine.

 

  - 2 -  

 

 

Co-Lead Underwriters” has the meaning ascribed to such term on the face page of this Agreement.

 

Commission” has the meaning ascribed to such term in Section 12 hereof.

 

Common Shares” means the common shares in the capital of the Company.

 

Convertible Notes” means, collectively, the senior unsecured convertible notes issued by Idaho Gold on March 17, 2016.

 

Debt Instrument” means any note, loan, bond, debenture, indenture, promissory note, credit facility, or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company or the Subsidiaries are a party or to which their property or assets are otherwise bound, including but not limited to the Convertible Notes.

 

Distribution Period” means the period commencing on the date of this Agreement and ending on the date on which all of the Offered Shares have been sold by the Underwriters to the public.

 

Documents Incorporated by Reference” means in respect of any of the Offering Documents, the financial statements, management’s discussion and analysis, management information circulars, annual information forms, material change reports, marketing materials or other documents issued by the Company, whether before or after the date of this Agreement, that are incorporated by reference or deemed to be incorporated by reference in the Offering Documents, pursuant to Canadian Securities Laws.

 

Employee Plans” has the meaning ascribed to such term in Section 3(ww).

 

Environmental Laws” has the meaning ascribed to such term in Section 3(oo).

 

Environmental Permits” has the meaning ascribed to such term in Section 3(oo).

 

Excluded Transaction” has the meaning ascribed to such term in Section 1(a)(iv).

 

Financial Statements” means, collectively, the Company’s audited consolidated financial statements for the years ended December 31, 2018 and 2017 and the condensed consolidated interim financial statements for the three months ended March 31, 2019 and 2018.

 

"FNV Royalty Agreement" means the royalty agreement dated as of May 7, 2013, as amended, among the Company, certain of its subsidiaries and Franco-Nevada Idaho Corporation;

 

Governmental Authority” means and includes, without limitation, any national, federal, government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.

 

Government Official” means (a) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses.

 

  - 3 -  

 

 

Idaho Gold” means Idaho Gold Resources Company, LLC.

 

IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

including” means including without limitation.

 

Indemnified Party” has the meaning ascribed to such term in Section 10(a).

 

Leased Premises” means the premises which are material to the Company and which the Company occupies as a tenant.

 

Losses” has the meaning ascribed to such term in Section 10(a).

 

Marketing Document” means the term sheet for the Offering dated June 10, 2019 as agreed to between the Company and the Co-Lead Underwriters.

 

Marketing Materials” has the meaning ascribed to such term in NI 41-101 and for greater certainty, includes the Marketing Document.

 

Material Adverse Effect” means: (i) any change, event, occurrence, state of facts, effect or circumstance that, individually or in the aggregate with other such changes, events, occurrences, states of fact, effects or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, prospects, capitalization, financial condition or liabilities of the Company and its Subsidiaries, taken as a whole; or (ii) any fact, event, or change that would result in the Offering Documents containing a misrepresentation.

 

Material Agreement” means any Debt Instrument, contract, commitment, agreement, instrument, lease or other document (written or oral), to which the Company or the Subsidiaries are a party and which is material to the Company and the Subsidiaries on a consolidated basis, including but not limited to, the Participation Agreements.

 

MI 11-102” means Multilateral Instrument 11-102 – Passport System.

 

Mining Rights” means all prospecting, exploration, development, ingress, egress, access and surface rights, mining and mineral rights, concessions, claims, licenses, leases, permits, consents, approvals and authorizations in respect of the Stibnite Gold Project.

 

NI 41-101” means National Instrument 41-101 – General Prospectus Requirements.

 

NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

 

NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions.

 

NI 44-102” means National Instrument 44-102 – Shelf Distributions.

 

NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations.

 

NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

 

  - 4 -  

 

 

NP 11-202” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions.

 

OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.

 

Offered Shareshas the meaning ascribed to such term on the face page of this Agreement.

 

Offering” has the meaning ascribed to such term on the face page of this Agreement.

 

Offering Documents” means, collectively, the Base Shelf Prospectus, the Prospectus Supplement, any Prospectus Amendment, any Supplementary Material and the Marketing Document.

 

Offering Price” has the meaning ascribed to such term on the face page of this Agreement.

 

"Option Agreement" means the amended and restated option agreement dated as of December 1, 2016 between Stibnite Gold Company and JJO, LLC pursuant to which Stibnite Gold Company is entitled to acquire 100% ownership of the Cinnabar claims;

 

Participation Agreements” means, collectively, the agreements entered into: (i) between the Company and Teck Resources Limited dated July 2, 2013; (ii) between the Company, Idaho Gold and Paulson & Co. Inc. dated March 17, 2016, as amended May 9, 2018; and (iii) between the Company and Barrick Gold Corporation dated May 16, 2018, as amended March 24, 2019.

 

Passport Procedures” means the procedures for review of prospectus filings provided under NP 11-202 and MI 11-102 among the Securities Regulators.

 

Permits” has the meaning ascribed to such term in Section 3(mm) hereof.

 

"Permitted Encumbrances" means (i) the continuing security interest and first priority lien on collateral, evidenced by a mortgage and the recording of a royalty deed and memorandum of royalty agreement granted in connection with the FNV Royalty Agreement, (ii) the guarantee under a USDA Forest Service Reclamation Performance Bond of US$169,000 related to Midas Gold Idaho, Inc.'s exploration operating plan in the Payette National Forest, (iii) any Permitted Encumbrance (as such term is defined in the FNV Royalty Agreement), (iv) statutory liens for current taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings, (v) mechanics', carriers', workers', repairers' and similar liens arising or incurred in the ordinary course of business for amounts not yet due or the validity of which is being contested in good faith by appropriate proceedings, and that do not, and would not, have a Material Adverse Effect on exploration, mine development and operation of the Stibnite Gold Project, (vi) environmental regulations by any Governmental Authority, (vii) title of a lessor under a capital or operating lease, (viii) terms and conditions of the Option Agreement, (ix) such liens, imperfections in title, charges, easements, restrictions, encumbrances or other matters that are due to zoning or subdivision, entitlement and other land use laws or regulations, (x) any set of facts an accurate up-to-date survey would show, provided, however, that such facts do not have a Material Adverse Effect on the exploration, mine development and operation of the Stibnite Gold Project in the ordinary course of business, and (xi) security interests granted in connection with statutory obligations or otherwise in favour of a public authority;

 

Person” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, partnership, trust, fund, association, syndicate, organization or other organized group of persons, whether incorporated or not, and pronouns have a similar extended meaning.

 

  - 5 -  

 

 

PFS Technical Report” means the technical report titled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho ” effective December 8, 2014 and amended March 28, 2019 and prepared by Lee A. Becker, P.E., Richard K. Zimmerman, P.E., Garth D. Kirkham, P. Geo., Christopher J. Martin, C. Eng., John M. Marek, P.E., Allen R. Anderson, P.E., Richard C. Kinder, P.E., and Peter E. Kowalewski, P.E.

 

Principal Regulator” means the British Columbia Securities Regulator.

 

Prospectus” means, collectively, the Base Shelf Prospectus, supplemented by the Prospectus Supplement and any Prospectus Amendment, in each case including all of the Documents Incorporated by Reference.

 

Prospectus Amendment” means any amendment to the Base Shelf Prospectus or the Prospectus Supplement, required to be prepared and filed by the Company pursuant to Canadian Securities Laws.

 

Prospectus Supplement” means the shelf prospectus supplement to be dated June 12, 2019.

 

Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of the Company during the three year period prior to the Closing Date with the relevant Securities Regulators pursuant to the requirements of Applicable Securities Laws, including all documents filed on SEDAR at www.sedar.com and all documents filed on the Company’s website during such period.

 

Qualifying Jurisdictions” means each of the Provinces of Canada, except for Québec.

 

Rule 144A” means Rule 144A adopted by the SEC under the U.S. Securities Act;

 

SEC” means the United States Securities and Exchange Commission.

 

Securities Regulators” means, collectively, as applicable, the securities commission or similar regulatory authorities in each of the Qualifying Jurisdictions.

 

Selling Group” has the meaning ascribed to such term on the face page of this Agreement.

 

Stibnite Gold Project” means the Stibnite Gold Project located in central Idaho, United States comprised of the mineral concessions described in the PFS Technical Report.

 

Subsidiaries” means, collectively, Idaho Gold, Stibnite Gold Company, and Midas Gold Idaho, Inc.

 

subsidiary” and “subsidiaries” have the meanings ascribed thereto in the Act.

 

Supplementary Material” means, collectively, any amendment to the Offering Documents and any amendment to or supplemental prospectus or ancillary material that may be filed by or on behalf of the Company under Canadian Securities Laws in connection with the Offering.

 

Taxes” has the meaning ascribed to such term in Section 3(zz).

 

  - 6 -  

 

 

TMX Group” means TMX Group Limited.

 

Transfer Agent” means Computershare Investor Services Inc. in its capacity as transfer agent and registrar of the Company at its principal office in Vancouver, British Columbia.

 

TSX” means the Toronto Stock Exchange.

 

Underwriters” has the meaning ascribed to such term on the face page of this Agreement.

 

Underwriters’ Expenses” means all expenses payable to the Underwriters in connection with the Offering pursuant to Section 8 hereof.

 

United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

 

U.S. Affiliates” means the United States registered broker-dealer affiliates of the Underwriters.

 

U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

 

U.S. Private Placement Memorandum” means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Company, each acting reasonably, including the Prospectus, to be delivered to each offeree and purchaser of the Offered Shares in the United States.

 

U.S. Securities Act” means the United States Securities Act of 1933, as amended.

 

U.S. Securities Laws” means all applicable securities legislation in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws.

 

U.S. Supplementary Material” means any Supplementary Material required, in the opinion of the Underwriters and of the Company, each acting reasonably, to be delivered to purchasers or prospective purchasers in the United States with any supplemental, or supplement to the, U.S. Private Placement Memorandum as may be so required.

 

TERMS AND CONDITIONS

 

1. Covenants.

 

(a) Covenants of the Company. The Company hereby covenants to the Underwriters, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Shares, that:

 

(i) Validly Allotted and Issued Securities. The Company will ensure that the Offered Shares are duly and validly issued as fully paid and non-assessable Common Shares.

 

(ii) Obtain Regulatory Approvals. The Company will ensure that the necessary regulatory consents and approvals from the TSX in respect of the Offering are obtained on or prior to the Closing Date.

 

  - 7 -  

 

 

(iii) Qualification for Distribution. At all times until the completion of the Distribution Period or the date on which the Underwriters have exercised their termination rights pursuant to Section 7, the Company will, to the satisfaction of counsel to the Underwriters, acting reasonably, promptly take or cause to be taken all additional steps and proceedings that may be required from time to time under the Applicable Securities Laws of the Qualifying Jurisdictions to continue to so qualify the Offered Shares or, in the event that the Offered Shares have, for any reason, ceased to so qualify, to again so qualify the Offered Shares.

 

(iv) Maintain Reporting Issuer Status. The Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Securities Laws in each of the Qualifying Jurisdictions until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction (an “Excluded Transaction”) which would result in the Company ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a recognized stock exchange in North America, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and Canadian Securities Laws or, in the case of a take-over bid, a sufficient number of Common Shares have been deposited to the bid in order to enable the bidder to utilize the “compulsory acquisition” provisions of the Act.

 

(v) Maintain Stock Exchange Listing. The Company will use its commercially reasonable efforts to remain listed for trading on the TSX for a period of two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any Excluded Transaction.

 

(vi) Standstill. The Company shall not, without the prior written consent of the Lead Underwriters on behalf of the Underwriters, such consent not to be unreasonably withheld, directly or indirectly, during the period ending 90 days after the Closing Date, issue or agree to issue, directly or indirectly, any Common Shares, rights to purchase Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, other than in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to the Company's stock option plan and other stock-based compensation arrangements including, for greater certainty the sale of any Common Shares issued thereunder; (ii) the exercise or conversion of outstanding convertible securities including outstanding warrants and convertible notes, or (iii) the satisfaction of any obligations in respect of instruments and agreements existing at the Closing Date.

 

(vii) Lock-Up Agreements. The Company shall cause each of the officers and independent directors of the Company to agree, in a lock-up agreement, that during the period ending 90 days after the Closing Date, each will not, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company.

 

(viii) Waiver Agreements. The Company will use its commercially reasonable efforts to obtain a waiver from each of Paulson & Co. Inc. and Barrick Gold Corporation in respect of prospectus liability of the Underwriters in connection with any purchase of Offered Shares made by such entities under the Offering.

 

  - 8 -  

 

 

(ix) Use of Proceeds. The Company will use the net proceeds from the Offering to advance the feasibility study on, and permitting for, the redevelopment and restoration of the Stibnite Gold Project and for general working capital purposes.

 

(x) Due Diligence. The Company will allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters may reasonably require in order to fulfil their obligations and in order to enable them to responsibly execute the certificates required to be executed by them at the end of each of the Offering Documents, as applicable; and without limiting the scope of the due diligence inquiries the Underwriters may conduct, the Company will participate and cause its auditors and “qualified persons” (as such term is defined in NI 43-101) to participate in one or more due diligence sessions to be held prior to each Closing Time.

 

(xi) Closing Conditions. The Company will fulfil or cause to be fulfilled, at or prior to the Closing Date, the applicable conditions set out in Section 6 hereof.

 

(xii) Other Approvals and Filings. The Company will obtain all necessary regulatory and other consents and approvals required to complete the Offering (including but not limited to those required under the Participation Agreements) and will make all necessary filings and pay all filing fees required to be paid in connection with the Offering.

 

Prospectus Covenants

 

(xiii) Prior to the Closing Time, the Company will allow the Underwriters to participate fully in the preparation of the Offering Documents (other than material filed prior to the date hereof and incorporated by reference therein).

 

(xiv) As soon as practicable after the execution of this Agreement, the Company will prepare and file the Prospectus Supplement, including copies of any documents or information incorporated by reference therein, with the Securities Regulators, no later than 10:45 p.m. (Toronto time) on June 12, 2019 and will have taken all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under the Canadian Securities Laws and who comply with the Canadian Securities Laws.

 

(xv) The Company will deliver without charge as soon as practicable but in any event on the next Business Day after the filing of the Prospectus Supplement and thereafter from time to time as requested by the Underwriters, as many commercial copies of the applicable Offering Documents (and any Supplementary Material) and the U.S. Private Placement Memorandum as they may reasonably request for the purposes contemplated hereunder and contemplated by Applicable Securities Laws in the Qualifying Jurisdictions and each such delivery of the Offering Documents and any Supplementary Material will have constituted and shall constitute the consent of the Company to the use of such documents by the Underwriters in connection with the distribution of the Offered Shares, subject to the Underwriters complying with the provisions of Applicable Securities Laws in the Qualifying Jurisdictions and the provisions of this Agreement.

 

  - 9 -  

 

 

(xvi) Each delivery of the Offering Documents, U.S. Private Placement Memorandum, any Supplementary Material and any U.S. Supplementary Material, as applicable, to the Underwriters by the Company in accordance with this Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents, U.S. Private Placement Memorandum, Supplementary Material or U.S. Supplementary Material, as applicable), at the respective date of such document:

 

  (I) the information and statements contained in each of the Offering Documents and any Supplementary Material (including, for greater certainty, the Documents Incorporated by Reference therein): (i) are true and correct and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Offered Shares and the Company;
     
  (II) no material fact has been omitted from any of the Offering Documents and any Supplementary Material, that is required to be stated in the document or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made;
     
  (III) each of the Offering Documents and the Supplementary Material complies in all material respects with Canadian Securities Laws; and
     
  (IV) each of the U.S. Private Placement Memorandum and any U.S. Supplementary Material complies as to form in all material respects with applicable U.S. Securities Laws.

 

(xvii) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Company covenants and agrees with the Underwriters that it shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Regulators where such filing is required.

 

(xviii) The Company shall cause to be delivered to the Underwriters, concurrently with the filing of the Prospectus Supplement and any Supplementary Material, a comfort letter dated within two Business Days of the date thereof from Deloitte LLP, the auditors of the Company and addressed to the Underwriters and to the directors of the Company, in form and substance reasonably satisfactory to the Underwriters, relating to the verification of the financial information and accounting data and other numerical data of a financial nature contained therein and matters involving changes or developments since the respective dates as of which specified financial information is given therein, to a date not more than two Business Days prior to the date of such letter.

 

(xix) As soon as practicable after the execution of this Agreement, the Company shall cause to be delivered to the Underwriters all copies of correspondence indicating that the application for listing and posting for trading on the TSX of the Offered Shares has been requested by the Company.

 

  - 10 -  

 

 

Notifications

 

(xx) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Company will notify the Underwriters promptly:

 

  (I) when any supplement to the Offering Documents or any Supplementary Material have been filed;
     
  (II) of any request by any Securities Regulator to amend or supplement the Prospectus or for additional information;
     
  (III) of the suspension of the qualification of the Offered Shares for offering, sale, grant or issuance in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose;
     
  (IV) of the receipt by the Company of any material communication, whether written or oral, from any Securities Regulator, the TSX or any other competent authority, relating to the Prospectus or the distribution of the Offered Shares;
     
  (V) of any notice or other correspondence received by the Company from any regulatory or governmental body and any requests from such bodies for information, a meeting or a hearing relating to the Company, the Offering, the issue and sale of the Offered Shares or any other event or state of affairs, that the Company reasonably believes could have a Material Adverse Effect; and
     
  (VI) of the issuance by any Securities Regulator or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Company, or of the institution or, to the knowledge of the Company, threatening of any proceeding for any such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

 

(xxi) During the Distribution Period, the Company covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:

 

  (I) any material change (actual, anticipated, contemplated or threatened) in respect of the Company considered on a consolidated basis;
     
  (II) any material fact in respect of the Company which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents or the U.S. Private Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such documents;
     
  (III) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents or the U.S. Private Placement Memorandum which fact or change is, or may be, of such a nature as to render any statement in such Offering Document or U.S. Private Placement Memorandum misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or the U.S. Private Placement Memorandum or which would result in any of the Offering Documents or the U.S. Private Placement Memorandum not complying (to the extent that such compliance is required) with Canadian Securities Laws; and

 

  - 11 -  

 

 

  (IV) any breach of any covenant of this Agreement or any Offering Documents or the U.S. Private Placement Memorandum by the Company, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any Offering Document or the U.S. Private Placement Memorandum is or has become untrue or inaccurate in any material respect;

 

and the Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters with respect to the form and content thereof. The Company shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section.

 

(xxii) The Company will in good faith discuss with the Underwriters as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in the preceding Section 1(a)(xxi).

 

(b) Covenants of the Underwriters. Each Underwriter severally, and neither jointly, nor jointly and severally, covenants with the Company:

 

(i) that it will conduct all activities in connection with the Offering in compliance with Applicable Securities Laws and all other laws applicable to the Underwriters;

 

(ii) that in connection with offers for sale pursuant to this Agreement they make the representations, warranties and covenants applicable to them in Schedule “B” hereto and agree to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule “B” hereto;

 

(iii) that it will not, directly or indirectly, sell or solicit offers to purchase the Offered Shares or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration or filing of a prospectus with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Company (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority in, any jurisdiction (other than the filing of the Prospectus in the Qualifying Jurisdictions);

 

  - 12 -  

 

 

(iv) that it will not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents; and

 

(v) that it will use all commercially reasonable efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Shares as soon as practicable.

 

(c) Mutual Covenants. The Company and the Underwriters, on a several basis, covenant and agree:

 

(i) during the distribution of the Offered Shares, the Company and the Co-Lead Underwriters shall approve in writing, prior to such time Marketing Materials are provided to potential investors, any Marketing Materials reasonably requested to be provided by the Underwriters to any potential investor of Offered Shares, such Marketing Materials to comply with Canadian Securities Laws. The Company shall file a template version of such Marketing Materials with the Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Company and the Co-Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Underwriters' authority to use such Marketing Materials in connection with the Offering. The Company and the Co-Lead Underwriters may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Regulators by the Company;

 

(ii) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Company with the Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and

 

(iii) not to provide any potential investor with any Marketing Materials other than: (a) such Marketing Materials (including but not limited to the Marketing Document) that have been approved and filed in accordance with this Section; (b) the Base Shelf Prospectus, the Prospectus Supplement, the U.S. Private Placement Memorandum and any Supplementary Material, if applicable; and (c) any standard term sheets approved in writing by the Company and the Co-Lead Underwriters.

 

(d) Notwithstanding the provisions of Section 1(b) and 1(c), no Underwriter will be liable to the Company under Section 1(b) or 1(c), as applicable, with respect to a default, or any act or omission under Section 1(b) or 1(c), as applicable, by another Underwriter or any Selling Group member appointed by such other Underwriter.

 

(e) The Co-Lead Underwriters shall, on behalf of the Underwriters, notify the Company when, in its opinion, the Underwriters and Selling Group have ceased distribution of the Offered Shares and, if required for regulatory compliance purposes, provide a breakdown of the number of Offered Shares distributed and proceeds received in each of the Qualifying Jurisdictions.

 

  - 13 -  

 

 

2. Press Releases.

 

(a) The Company agrees that it shall obtain prior approval of the Co-Lead Underwriters (on their own behalf and on behalf of the other Underwriters) as to the content and form of any press release relating to the Offering, such approval not to be unreasonably delayed. In addition, if required by Applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall include a prominent notation on the top of the first page as follows, as well as the disclaimer contemplated by Rule 135e under the U.S. Securities Act:

 

“Not for distribution to United States newswire services or for dissemination in the United States.”

 

The Underwriters will have the right to disseminate the pre-approved press release to such Canadian news services as they see fit, provided that it complies with the preceding sentence.

 

3. Representations and Warranties of the Company.

 

The Company represents and warrants to the Underwriters and acknowledges that each of them is relying upon such representations and warranties in purchasing the Offered Shares and entering into this Agreement, that:

 

(a) Good Standing of the Company. The Company: (i) has been duly incorporated as a company under the Act and is, with respect to the filing of annual reports, in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Shares and to enter into and carry out its obligations under this Agreement.

 

(b) Ownership of Subsidiaries. The Subsidiaries are the only subsidiaries of the Company. The Company beneficially owns, directly or indirectly, the percentage indicated in Schedule “A” of the issued and outstanding shares in the capital of the Subsidiaries free and clear of all Encumbrances and the Company is entitled to the full beneficial ownership of all shares in the Subsidiaries. All of such shares in the capital of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares. None of the outstanding securities of any Subsidiaries were issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiaries. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any securities of any Subsidiary.

 

(c) Good Standing of Subsidiaries. Each of the Subsidiaries: (i) has been duly incorporated, continued or amalgamated in its jurisdiction of incorporation and is up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction, (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, respectively; and (iii) is duly qualified to transact business in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.

 

(d) No Proceedings for Dissolution. No acts or proceedings have been taken, instituted or, are pending for the dissolution or liquidation of the Company or the Subsidiaries.

 

(e) Share Capital. The authorized capital of the Company consists of an unlimited number of Common Shares without par value, an unlimited number of first preferred shares without par value, and an unlimited number second preferred shares without par value of which, as of the close of business on June 11, 2019, 237,281,773 Common Shares were outstanding as fully paid and non-assessable shares of the Company, no first preferred shares were outstanding, and no second preferred shares were outstanding.

 

  - 14 -  

 

 

(f) Stock Exchange Listing, Filings and Fees. The currently issued and outstanding Common Shares are listed and posted for trading on the TSX and the Company will apply to list the Offered Shares on the TSX. The Company is currently in compliance with the rules and regulations of the TSX and all material filings and fees required to be made and paid by the Company pursuant to Applicable Securities Laws and general corporate law have been made and paid.

 

(g) No Cease Trade or Action to Delist. No order ceasing or suspending trading in the securities of the Company or prohibiting the sale of the Offered Shares has been issued and no proceedings for such purpose has been threatened or, to the knowledge of the Company, are pending. The Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX.

 

(h) No Voting Agreements. The Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company or its Subsidiaries.

 

(i) Dividends. There is not, in the constating documents, notice of articles, articles or in any other Material Agreement, or other instrument or document to which the Company is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of the Common Shares.

 

(j) Reporting Issuer Status. The Company is a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Securities Regulators in each of the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Company has at all times complied in all material respects with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Regulators in each of the Qualifying Jurisdictions.

 

(k) Offered Shares Validly Issued. The Offered Shares to be issued and sold as hereinbefore described have been duly and validly authorized for issuance and upon issuance, delivery and payment therefor, will be validly issued. The Offered Shares will not be issued in violation of any pre-emptive rights or contractual rights to purchase securities issued by the Company.

 

(l) Transfer Agent. The Transfer Agent at its principal office in Vancouver, British Columbia has been duly appointed as the registrar and transfer agent in respect of the Common Shares.

 

(m) Absence of Rights. Other than as disclosed in Schedule “C” to this Agreement and in respect of the Participation Agreements and the Offering, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company.

 

(n) Corporate Actions. All necessary corporate action has been taken by the Company so as to: (i) authorize the execution, delivery and performance of this Agreement; and (ii) validly issue the Offered Shares as fully paid and non-assessable Common Shares.

 

  - 15 -  

 

 

(o) Valid and Binding Documents. The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been authorized by all necessary corporate action of the Company and upon the execution and delivery thereof it shall constitute valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act (British Columbia).

 

(p) Necessary Consents and Approvals. At the respective closing dates, all consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for the execution and delivery of this Agreement the issuance, sale and delivery of the Offered Shares, and the consummation of the transactions contemplated hereby shall have been made or obtained, as applicable, other than such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws in connection therewith.

 

(q) Prospectus Eligibility. The Company is eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to Canadian Securities Laws and on the date of and upon filing of the Prospectus Supplement there will be no documents required to be filed under applicable Canadian Securities Laws in connection with the Offering that will not have been filed as required.

 

(r) No Order Restricting of Use of Prospectus. To the knowledge of the Company, no securities commission, stock exchange or comparable authority has issued any order restricting, preventing or suspending the use or effectiveness of the Prospectus or any Prospectus Amendment or preventing the distribution of the Offered Shares in any Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated

 

(s) Filing of Prospectuses. Each of the Prospectus and the U.S. Private Placement Memorandum and the execution and filing of the Prospectus with the Securities Regulators have been duly approved and authorized by all necessary action by the Company, and the Prospectus has been, in the case of the Base Shelf Prospectus, and will be, in the case of the Prospectus Supplement, duly executed and filed by and on behalf of the Company.

 

(t) Prospectus Compliance. Each of the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment comply or will comply, as the case may be, in all material respects with the Canadian Securities Laws and, at the time of delivery of the Offered Shares to the Underwriters, the Prospectus will comply in all material respects with the Canadian Securities Laws.

 

(u) Forward-Looking Information. With respect to forward-looking information contained in the Offering Documents:

 

(i) the Company had a reasonable basis for the forward-looking information at the time the disclosure was made;

 

(ii) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information, identify material risk factors that could cause actual results to differ materially from the forward-looking information, and state the material factors or assumptions used to develop the forward-looking information; and

 

  - 16 -  

 

 

 

(iii) the future-oriented financial information or financial outlook contained therein is limited to a period for which the information can be reasonably estimated.

 

(v) Continuous Disclosure. The Company is in compliance in all material respects with its timely and continuous disclosure obligations under Canadian Securities Laws, including insider reporting obligations, and, without limiting the generality of the foregoing, there has been no material change that has occurred since December 31, 2018, which has not been publicly disclosed. The information and statements in the Public Disclosure Documents were true and correct in all material respects as of the respective dates of such information and statements and at the time any such documents were filed on SEDAR and, except as may have been corrected by subsequent disclosure, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading. The Company has not filed any confidential material change reports which remain confidential as at the date hereof. To the knowledge of the Company, there are no circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part 16.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (British Columbia) and analogous provisions under Canadian Securities Laws in the other Qualifying Jurisdictions.

 

(w) Financial Statements. The Financial Statements: (i) have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved or as noted therein, and comply as to form in all material respects with applicable accounting requirements of Canadian Securities Laws, (ii) are, in all material respects, consistent with the books and records of the Company, (iii) contain and reflect all material adjustments for the fair presentation of the results of operations and the financial condition of the business of the Company for the periods covered thereby, (iv) present fairly, in all material respects, the financial conditions of the Company as at the date thereof, on a consolidated basis, and the results of its operations and the changes in its financial position for the periods then ended, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company, and (vi) do not omit to state any material fact that is required by generally accepted accounting principles or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading, respectively.

 

(x) Off-Balance Sheet Arrangements and Liabilities. There are no off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company which are required to be disclosed and are not disclosed or reflected in the Financial Statements and the Company does not have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements.

 

(y) Accounting Policies. There has been no change in accounting policies or practices of the Company since December 31, 2018, other than as required by IFRS and as disclosed in the Financial Statements.

 

(z) Accounting Controls. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that in all material respects: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures and internal control over financial reporting on a consolidated basis as those terms are defined in NI 52-109, and as at December 31, 2018, such controls were effective. Since the end of the Company’s most recent audited fiscal year, the Company is not aware of any material weakness in the Company’s internal control over financial reporting (whether or not remediated) or change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

 

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(aa) Independent Auditors. The auditors of the Company who audited the Financial Statements, as applicable, are independent public accountants as required by Canadian Securities Laws and there has not been any “reportable event” (within the meaning of NI 51-102) with respect to the present auditors of the Company.

 

(bb) No Material Changes. Since December 31, 2018, except as disclosed in the Public Disclosure Documents:

 

(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries on a consolidated basis;

 

(ii) there has not been any material change in the capital stock or long-term debt of the Company and its Subsidiaries on a consolidated basis; and

 

(iii) the Company and each Subsidiaries has carried on its business in the ordinary course.

 

(cc) Purchases and Sales. The Company has not approved, is not contemplating and has not entered into any agreement in respect of, nor has any knowledge of (in the case of proposed or planned dispositions of shares by any shareholder, shall refer to actual knowledge without independent investigation):

 

(i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise;

 

(ii) the change of control, by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or otherwise, of the Company or its Subsidiaries; or

 

(iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company.

 

(dd) Material Compliance with Laws. Each of the Company and the Subsidiaries is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carry on business to enable their business to be carried on as now conducted and proposed to be conducted and its properties and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and, other than as disclosed in the Public Disclosure Documents, it has not received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could have a Material Adverse Effect and will at the applicable Closing Time be valid, subsisting and in good standing.

 

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(ee) Material Agreements. With respect to the Material Agreements:

 

(i) all of the Material Agreements are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof;

 

(ii) the Company and the Subsidiaries have performed all material obligations (including payment obligations) in a timely manner under, and are in compliance with all terms, conditions and covenants contained in each Material Agreement that could have a material impact on the Company or its Subsidiaries; and

 

(iii) to the knowledge of the Company, no other party is in breach, violation or default of any term under any Material Agreement.

 

(ff) Convertible Notes. With respect to the Convertible Notes:

 

(i) the Company and Idaho Gold have performed all material obligations (including payment obligations) in a timely manner under, and are in compliance with all terms, conditions and covenants contained in each of the Convertible Notes;

 

(ii) each of the Company and Idaho Gold does not reasonably expect to fail to perform any material obligations (including payment obligations) under the Convertible Notes, and expects to remain in compliance with all terms, conditions and covenants contained in each of the Convertible Notes; and

 

(iii) the entering into of this Agreement will not trigger any event of default or similar provisions in respect of any of the Convertible Notes.

 

(gg) No Default or Breach. Except where such breach, default, violation or conflict would not reasonably be expected to have a Material Adverse Effect, the Company is not in breach or default of, and the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, and the issue and sale of the Offered Shares, do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any statute, rule or regulation applicable to the Company, including Applicable Securities Laws; (B) the constating documents, notice of articles, articles or resolutions of the Company which are in effect at the date of hereof; (C) any Material Agreement; or (D) any judgment, decree or order binding the Company or the properties or assets of the Company.

 

(hh) No Restrictions to Compete. The Company is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company to compete in any line of business, transfer or move any of its assets or operations.

 

(ii) No Actions or Proceedings. There are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company or the Subsidiaries) threatened against or affecting or, to the knowledge of the Company, pending against the Company or the Subsidiaries at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, except as disclosed in the Public Disclosure Documents. The Company is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a Material Adverse Effect.

 

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(jj) Anti-Bribery and Anti-Corruption Laws. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (B) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or the Subsidiaries, or a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

 

(kk) OFAC Requirements. The Company has not been, nor to the knowledge of the Company, has any director, officer, agent, employee, affiliate or person acting on behalf of the Company been or is currently subject to any United States sanctions administered by the OFAC; and the Company will not directly or indirectly use any proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to the Company or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States administered by OFAC.

 

(ll) Material Properties and Mining Rights. The Stibnite Gold Project is the only mineral property which the Company directly or indirectly owns and:

 

(i) the Company and the Subsidiaries are the absolute legal and beneficial owners of and have good and marketable title to all of the material assets of the Company and the Subsidiaries, including the Stibnite Gold Project and all of Mining Rights thereof, all of which are valid and in good standing, free of encumbrances, except for the Permitted Encumbrances and as disclosed in the Public Disclosure Documents. Except as disclosed in the Public Disclosure Documents, no other Mining Rights are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted and the Company knows of no claim or basis for any claim that would have a Material Adverse Effect on the right of the Company or the Subsidiaries to use, transfer, access or otherwise exploit such Mining Rights. Except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof;

 

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(ii) the Company and the Subsidiaries hold the Mining Rights under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries to access, explore the mineral deposits relating thereto as are appropriate in view of their respective rights and interests therein; all such Mining Rights have been validly located and, to the best of the Company’s knowledge after having made due investigation, recorded by the applicable regulatory authorities in accordance with all applicable laws and are valid, in full force and effect, enforceable in accordance with their respective terms and neither the Company nor any Subsidiary is in default of any of the material provisions of any such agreements, including failure to fulfill any payment or work obligation thereunder, nor has any such default been alleged;

 

(iii) there are no restrictions imposed by any applicable law or by agreement which materially conflict with the proposed exploration, evaluation and maintenance of the Stibnite Gold Project;

 

(iv) neither the Company nor any Subsidiary has received written notice of any claims for construction liens or other liens, charges, encumbrances, security interests or adverse claims with respect to work or services performed or materials supplied to, on or in connection with the Stibnite Gold Project other than liens or encumbrances imposed in the ordinary course of business and the Permitted Encumbrances;

 

(v) all rentals, payment and obligations (including but not limited to maintenance for the Mining Rights), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the Stibnite Gold Project have been properly and timely paid; and

 

(vi) except as disclosed in the Public Disclosure Documents, all: (i) mines and mining related activities where the Company or any of the Subsidiaries is operator have been explored, developed and operated in accordance with good mining practices and in compliance in all material respects with all applicable laws during such time as the Company or any of its Subsidiaries was operator; and (ii) mines located in or on the lands of the Company or any of the Subsidiaries or lands pooled or unitized therewith, which have been abandoned by the Company or a Subsidiary have in all material respects been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable laws.

 

(mm) Possession of Permits and Authorizations. The Company and the Subsidiaries:

 

(i) have all material permits, certificates, licences, approvals, consents and other authorizations (collectively, the “Permits”) issued by the appropriate federal, provincial, regional, state, local or foreign regulatory agencies or bodies necessary to carry on the business of the Company and the Subsidiaries as it is currently conducted and all of the Permits issued to date are valid and in full force and effect;

 

(ii) expect any additional Permits that are required to carry out the Company’s and the Subsidiaries’ planned business activities will be obtained in the ordinary course and in accordance with the timing as disclosed in the Public Disclosure Documents, subject to the risks and uncertainties concerning potential delays as set out in the Public Disclosure Documents;

 

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(iii) are, and will be, in compliance with the terms and conditions of all Permits except where such non-compliance would not reasonably be expected to have a Material Adverse Effect; and

 

(iv) have not received any notice of proceedings relating to the revocation or modification of any such Permits or any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted.

 

(nn) No Asset Impairment. The Company has undertaken an asset analysis in respect of the Stibnite Gold Project, including all estimates of the mineral resources and mineral reserves reported thereon and has not found any material asset impairment and does not anticipate making any write downs in respect of the Stibnite Gold Project, or any parts thereof.

 

(oo) Environmental Matters. With respect to the Stibnite Gold Project, other than as disclosed in the Public Disclosure Documents:

 

(i) there has not been a material breach of any applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the “Environmental Laws”);

 

(ii) all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the business currently carried on by the Company and the Subsidiaries have been obtained or have been applied for and the Company expects any additional Environmental Permits that are required to carry out the planned business activities on the Stibnite Gold Project to be obtained in the ordinary course and in accordance with the timing as disclosed in the Public Disclosure Documents and subject to the risks and uncertainties stated therein, and each Environmental Permit is valid, subsisting and in good standing and there are no material defaults or breaches of any Environmental Permits and no proceeding has been threatened, or to the knowledge of the Company, is pending to revoke or limit any Environmental Permit;

 

(iii) there has not been any material breach of Environmental Laws and Environmental Permits, on any property or facility owned or leased or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance, and no conditions exist at, on or under any property now or previously owned, operated or leased which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Laws, individually or in the aggregate, that has or may reasonably be expected to have a Material Adverse Effect;

 

(iv) there have been no material claims, complaints, notices of, or prosecutions for an offence alleging, non-compliance with any Environmental Laws, and there have been no settlements of any allegation of non-compliance short of prosecution and there are no orders or directions relating to environmental matters including reclamation requiring any material work, repairs, construction or capital expenditures to be made or any notice of same;

 

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(v) except as ordinarily or customarily required by applicable permit, no notice has been received by the Company or its Subsidiaries, and to the knowledge of the Company, no notice has been issued alleging or stating that any party is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws;

 

(vi) all mining related activities, exploration, reclamation, development and other actions and operations have been conducted by the Company and the Subsidiaries in all material respects in accordance with good mining, exploration and engineering practices and all applicable laws including material workers’ compensation and health and safety and workplace laws, mining laws, regulations and policies;

 

(vii) there are no ongoing environmental liabilities, claims, or disputes related to historical mining activities on the Stibnite Gold Project;

 

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

 

(ix) except as disclosed in the Public Disclosure Documents, there are no reclamation bonds related to the Stibnite Gold Project; and

 

(x) other than ongoing studies in connection with the permitting process currently being undertaken by the Company, there are no material ongoing environmental audits, evaluations, assessments, studies or tests being conducted except for ongoing audits, evaluations, assessments, studies or tests being conducted in the ordinary course.

 

(pp) Aboriginal or Native Claims. Other than in respect of the Nez Perce Tribe: (i) there are no claims or actions with respect to aboriginal or native rights currently threatened or, to the knowledge of the Company, after due enquiry, pending with respect to the Stibnite Gold Project; (ii) the Company is not aware of any material land entitlement claims or aboriginal land claims having been asserted or any legal actions relating to aboriginal or community issues having been instituted with respect to the Stibnite Gold Project; and (iii) no material dispute in respect of the Stibnite Gold Project with any local or aboriginal or native group exists or, to the knowledge of the Company, is threatened or imminent with respect to the Stibnite Gold Project or any activities thereon.

 

(qq) Community Relationships. The Company and the Subsidiaries maintain good relationships with the communities and persons affected by or located on the Stibnite Gold Project in all material respects, and there are no material complaints, issues, proceedings, or discussions, which are ongoing or anticipated which could have the effect of interfering, delaying or impairing the ability to explore, develop and operate the Stibnite Gold Project, and the Company and the Subsidiaries do not anticipate any material issues or liabilities to arise that would adversely affect the ability to explore, develop and operate the Stibnite Gold Project.

 

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(rr) Government Relationships. The Company and the Subsidiaries maintain a good working relationship with all Governmental Authorities in the jurisdictions in which the Stibnite Gold Project is located, or in which such parties otherwise carry on their business or operations. All such government relationships are intact and mutually cooperative and, to the knowledge of the Company, there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Company or the Subsidiaries from conducting its business and all activities in connection with the Stibnite Gold Project as currently conducted or proposed to be conducted and there exists no actual or, to the knowledge of the Company, threatened termination, limitation, modification or material change in the working relationship with any Governmental Authorities.

 

(ss) No Expropriation. No part of the Stibnite Gold Project, Mining Rights or Permits have been taken, revoked, condemned or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company, been commenced, threatened or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

 

(tt) No Work Stoppage or Interruptions. There has not been in the last two years and there is not currently any actions, proceedings, inquiries, disruptions, protests, blockades or initiatives by non-governmental organizations, activist groups or similar entities or persons, that are ongoing or anticipated which could materially adversely affect the ability to explore, develop and operate the Stibnite Gold Project.

 

(uu) Technical Reports. The Company is in compliance with the provisions of NI 43-101 and has filed all technical reports in respect of the Stibnite Gold Project required thereby, which technical reports remain current as at the date hereof and comply in all material respects with the requirements of NI 43-101 and there is no new material scientific or technical information concerning the Stibnite Gold Project that would require a new technical report in respect thereof to be issued under NI 43-101 (including, but not limited to, in respect of the PFS Technical Report). The estimates of the mineral resources and mineral reserves of the Stibnite Gold Project as disclosed by the Company and as provided for in the PFS Technical Report have been prepared in accordance with Canadian industry standards set forth in NI 43-101, and the method of estimating the mineral resources and mineral reserves has been verified by mining experts who are “qualified persons” (within the meaning of NI 43-101) and the information upon which the estimates of mineral resources and mineral reserves were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

 

(vv) Scientific and Technical Projections. To the knowledge of the Company, the projected capital and operating costs and projected production and operating results relating to the Stibnite Gold Project, as summarized in the PFS Technical Report and in the Prospectus are reasonable by the Company in all material respects subject to the risks and uncertainties stated therein.

 

(ww) Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company (the “Employee Plans”) has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws.

 

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(xx) Material Accruals. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company or the Subsidiaries.

 

(yy) Labour/Employment Matters. No material labour dispute, complaint, grievance or other conflict with the employees of the Company or the Subsidiaries currently exists or is pending, or to the knowledge of the Company is threatened or pending. No union representation question exists respecting the employees of the Company or the Subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Company or the Subsidiaries. The Company and Subsidiaries are currently in material compliance with all laws and regulations respecting employment and employment practices, workers’ compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders of a material nature against either of them under applicable workers’ compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim.

 

(zz) Taxes. (i) All material taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Company and the Subsidiaries have been paid; (ii) all material tax returns, declarations, remittances and filings required to be filed by the Company and the Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; and (iii) to the knowledge of the Company, no material examination of any tax return of the Company or the Subsidiaries is currently in progress and there are no material issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Company or the Subsidiaries.

 

(aaa) Leased Premises. With respect to each of the Leased Premises, the Company and the Subsidiaries occupy the Leased Premises and each has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company and the Subsidiaries occupy the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company, will not afford any of the parties to such leases or any other person the right to terminate such lease or result in any additional or more onerous obligations under such leases.

 

(bbb) Insurance. The Company and the Subsidiaries maintain insurance against such losses, risks and damages to their properties and assets in such amounts that are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such insurance coverage are in good standing, in full force and effect in all respects and not in default. Each of the Company and the Subsidiaries is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Company or the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has failed to promptly give any notice of any material claim thereunder.

 

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(ccc) Related Parties. Other than certain parties to the Participation Agreements, none of the current directors, officers or employees of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Company which, as the case may be, materially affected, is material to or is reasonably expected to materially affect the Company and the Subsidiaries on a consolidated basis.

 

(ddd) No Loans. The Company is not a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” with the Company.

 

(eee) Directors and Officers. None of the current or proposed directors or officers of the Company are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange.

 

(fff) Shareholder Approvals. There is no requirement under any agreement or applicable laws (including Applicable Securities Laws) or otherwise, for the Company to obtain the approval of its shareholders to complete the Offering.

 

(ggg) Significant Acquisitions. The Company has not completed any “significant acquisition” or “significant disposition”, nor is it proposing any “probable acquisitions” (as such terms are used in NI 44-101) that would require the inclusion of any additional financial statements or pro forma financial statements in the Offering Documents pursuant to Canadian Securities Laws.

 

(hhh) Entitlement to Proceeds. Other than the Company (and the Underwriters in respect of the Underwriters’ Commission and the Underwriters’ Expenses), there is no person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, or other instrument or document (written or unwritten).

 

(iii) Fees and Commissions. Other than the Underwriters (or any members of its Selling Group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering.

 

(jjj) Minute Books. The minute books and records of the Company and the Subsidiaries which the Company has made available to the Underwriters and their counsel Cassels Brock & Blackwell LLP in connection with their due diligence investigation of the Company and the Subsidiaries for the period from June 2016 to the date of examination thereof are all of the minute books and all of the records of the Company and the Subsidiaries for such period and contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof), and are complete in all material respects.

 

(kkk) Full Disclosure. All information which has been prepared by the Company relating to the Company, the Subsidiaries and their businesses, properties and liabilities and provided to the Underwriters including all financial, marketing, sales, operational information, as well as disclosure and information relating to the construction and development of the Stibnite Gold Project provided to the Underwriters is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading.

 

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4. Representations and Warranties of the Underwriters.

 

Each of the Underwriters hereby severally represent and warrant to the Company and acknowledge that the Company is relying upon such representations and warranties, that:

 

(a) the Underwriters and their affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Shares in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Offered Shares whose attendees have been invited by any general solicitation or general advertising (other than the filing of the Prospectus in the Qualifying Jurisdictions); and

 

(b) each of the Underwriters are duly registered pursuant to the provisions of Canadian Securities Laws, and are duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Underwriters will act only through members of a selling group who are so registered or licensed.

 

Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Company under this Section 4 with respect to a default under this Section 4 by another Underwriter. No Underwriter will be liable for any act or omission of any other Underwriter.

 

5. Closing Deliveries.

 

The purchase and sale of the Offered Shares shall be completed at the applicable Closing Time at the offices of Miller Thomson LLP in Vancouver, British Columbia, or at such other place as the Co-Lead Underwriters and the Company may agree upon in writing. At each applicable Closing Time, the Company shall duly and validly deliver to the Underwriters the Offered Shares by way of electronic deposit in CDS or physical certificates as directed by the Underwriters (it being understood that all Offered Shares resold by the Underwriters pursuant to Rule 144A under the U.S. Securities Act will not contain any restrictive legends) and all the documents set out in Section 6, against payment of the net proceeds from the Offering by wire transfer to the Company. Notwithstanding the foregoing, Offered Shares purchased by Paulson & Co. Inc. shall be represented by definitive, physical certificates bearing restrictive legends describing transfer restrictions applicable under the U.S. Securities Act.

 

6. Closing Conditions.

 

Each Underwriter’s obligation to purchase the Offered Shares shall be conditional upon the fulfilment at or before the applicable Closing Time of the following conditions:

 

(a) Regulatory Approval. The Offering and listing of the Offered Shares will have been conditionally approved by the TSX, the Offered Shares will commence trading on the TSX at the opening of trading on the TSX on the Closing Date in respect of the Offered Shares and the Underwriters shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained.

 

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(b) Board Approval. The board of directors of the Company will have authorized and approved this Agreement and the sale and issuance of the Offered Shares and all matters relating to the foregoing.

 

(c) Factual Certificate. The Underwriters shall have received at the applicable Closing Time, a certificate dated the Closing Date signed by appropriate officers of the Company addressed to the Underwriters and their counsel, with respect to the notice of articles and articles of the Company, all resolutions of the Company’s board of directors relating to this Agreement and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Underwriters may reasonably request.

 

(d) Delivery of Offering Documents. The Company shall have delivered to the Underwriters without charge and in such numbers as the Underwriters may reasonably request, on the next Business Day after the filing of the Prospectus Supplement, as the case may be, or such later time as may be agreed upon by the Company and the Co-Lead Underwriters, on behalf of the Underwriters, in such cities as the Co-Lead Underwriters, on behalf of the Underwriters, may reasonably request, the reasonable requirements of conformed commercial copies of the Offering Documents, the U.S. Private Placement Memorandum and any Supplementary Material, if applicable;

 

(e) Certificates of Compliance. The Underwriters shall have received a certificate of compliance or similar certificate with respect to the jurisdiction in which the Company and the Subsidiaries are incorporated dated as of the Closing Date.

 

(f) Bring-Down Certificate. The Underwriters shall have received a certificate, dated as of the Closing Date signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the actual knowledge of the persons signing such certificate, after having made reasonable inquiries, that:

 

(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or any other securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

 

(ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Company or any of the Subsidiaries on a consolidated basis since the date hereof which has not been generally disclosed;

 

(iii) no material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Company or any of the Subsidiaries on a consolidated basis, except for the Offering, has occurred with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis;

 

(iv) the Company has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the applicable Closing Time; and

 

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(v) the representations and warranties of the Company contained in this Agreement are true and correct as of the applicable Closing Time with the same force and effect as if made at and as of the applicable Closing Time after giving effect to the transactions contemplated by this Agreement;

 

(g) Corporate and Securities Laws Opinion. The Underwriters shall have received favourable legal opinions addressed to the Underwriters and Underwriters’ counsel, in form and substance satisfactory to the Underwriters’ counsel, dated the Closing Date from Miller Thomson LLP, counsel to the Company and where appropriate, counsel in the other applicable Qualifying Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

 

(i) as to the incorporation and subsistence of the Company under the laws of British Columbia and as to the Company having the requisite corporate power and capacity under the laws of British Columbia to carry on its business as presently carried on and to own its properties and assets;

 

(ii) as to the Company being a “reporting issuer” not on the list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws in the Qualifying Jurisdictions;

 

(iii) as to the authorized and issued capital of the Company;

 

(iv) as to the corporate power and authority of the Company to carry out its obligations under this Agreement;

 

(v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, this Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms;

 

(vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Offering Documents, as applicable, and the filing thereof with the Securities Regulators;

 

(vii) the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any term or provision of the notice of articles or articles of the Company, the Act or applicable Canadian Securities Laws;

 

(viii) the Offered Shares issued on the Closing have been validly issued as fully paid and non-assessable Common Shares in the capital of the Company;

 

(ix) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the distribution or distribution to the public of the Offered Shares in each of the Qualifying Jurisdictions through persons who are registered under the Applicable Securities Laws in the Qualifying Jurisdictions and who have complied with the relevant provisions of the Applicable Securities Laws in the Qualifying Jurisdictions;

 

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(x) subject only to the standard listing conditions, the Offered Shares have been conditionally approved for listing on the TSX;

 

(xi) subject to the qualifications and assumptions set out therein, the statements set forth in the Prospectus Supplement under the heading “Eligibility for Investment”, insofar as they purport to describe the provisions of the laws referred to therein, are accurate summaries of the matters discussed therein; and

 

(xii) such other matters as the Underwriters or their counsel may reasonably request.

 

(h) Subsidiary Corporate Opinions. The Underwriters shall have received a favourable legal opinion in respect of the Subsidiaries in form and substance satisfactory to the Underwriters, dated as of the Closing Date with respect to the following: (i) the incorporation and existence under the laws of its jurisdiction of incorporation; (ii) as to the authorized and issued share capital and the holders of the issued and outstanding shares; and (iii) the requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own its properties.

 

(i) U.S. Securities Opinion. If any Offered Shares are sold in the United States pursuant to this Agreement, including Schedule “B” to this Agreement, the Underwriters shall have received a favourable legal opinion to be delivered by Dorsey & Whitney LLP, special United States counsel to the Company, in form and substance reasonably satisfactory to the Underwriters, dated as of the Closing Date to the effect that no registration of the Offered Shares is required under the U.S. Securities Act.

 

(j) Title Opinion. The Underwriters shall have received a favourable title opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters and Underwriters’ counsel dated as of the Closing Date as to the title and ownership interest in the Stibnite Gold Project.

 

(k) Transfer Agent Certificate. The Underwriters shall have received a certificate from the Transfer Agent: (i) as to its appointment as transfer agent and registrar of the Common Shares; and (ii) as to the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date.

 

(l) Lock-Up Agreements. The Underwriters shall have received lock-up agreements dated as of the Closing Date pursuant to Section 1(a)(vii) in favour of the Underwriters, in a form as agreed upon between the Underwriters and the Company.

 

(m) Participation and Waiver Agreements. (i) Paulson & Co. Inc. shall have committed to purchase a total of 9,664,520 Offered Shares and Barrick Gold Corporation shall have committed to purchase a total of 7,274,142 Offered Shares upon Closing; and (ii) the Company shall have received the waivers dated as of June 11, 2019 pursuant to Section 1(a)(viii), in the form agreed upon between the Underwriters and the Company.

 

(n) Bring-Down Comfort Letter. The Company will have caused Deloitte LLP, the auditors of the Company to deliver an update of its letter referred to in Section 21(a)(xviii) above with such changes as may be necessary to bring the information in such letter forward to within two business days of the Closing Date which changes shall be acceptable to the Underwriters, acting reasonably.

 

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(o) Further Matters. The Company will deliver such further certificates and other documentation as may be contemplated by this Agreement or as the Underwriters or their counsel may reasonably require.

 

7. Rights of Termination.

 

(a) In addition to any other remedies which may be available to the Underwriters, each Underwriter shall be entitled, at the Underwriter’s option, to terminate and cancel, without any liability on the Underwriter’s part, the Underwriter’s obligations under this Agreement by giving the Company written notice to that effect at or prior to the Closing Time if, during the period from the date hereof to the Closing Time, any of the following occurs:

 

(i) any order to cease or suspend trading in any securities of the Company, or prohibiting or restricting the distribution of the Offered Shares is made, or any proceeding is announced or commenced for the making of any such order, by any securities regulatory authority, any stock exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn;

 

(ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, threatened or announced or any order or ruling is issued under or pursuant to any statute of Canada or any province, or of the United States or any state thereof or by any official of any stock exchange or by any other regulatory authority having jurisdiction over a material portion of the business and affairs of the Company and its subsidiaries (on a consolidated basis) or otherwise, or there is any change of law, or the interpretation, pronouncement or administration thereof or in respect thereof which in the opinion of the Underwriters (or any one of them), acting reasonably, would reasonably be expected to prevent or operates to prevent or restrict the distribution of, trading in, or marketability of the Offered Shares or the trading in any other securities of the Company;

 

(iii) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions or any action, law, regulation, inquiry or other occurrence of any nature which, in the opinion of the Underwriters (or any one of them), acting reasonably, materially adversely affects or would reasonably be expected to materially adversely affect the Canadian financial markets generally or the business, operations or affairs of the Company and the Company’s subsidiaries, taken as a whole, or the market price or value of the Offered Shares or any other securities of the Company;

 

(iv) there shall occur any material change (actual, imminent or reasonably expected), or change in material fact or a new material fact which in the opinion of the Underwriters (or any one of them), acting reasonably, could be expected to have a material adverse effect on the market price or value of the Offered Shares or any other securities of the Company, or the Underwriters shall become aware of any material information with respect to the Company which had not been publicly disclosed or disclosed in writing to the Underwriters at or prior to the date hereof and which in the sole opinion of the Underwriters (or any one of them), acting reasonably, could be expected to have a material adverse effect on the market price or value of the Offered Shares or any other securities of the Company; and

 

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(v) the Company shall be in breach of or default under or in non-compliance with any material representation, warranty, term, condition or covenant of this Agreement.

 

(b) Exercise of Termination Rights. The rights of termination contained in Section 7(a) above may be exercised by the Underwriters by written notice to the Company, provided that neither the giving nor the failure to give such notice shall in any way affect any Underwriter’s entitlement to exercise this right at any time through to the applicable Closing Time. If this Agreement is terminated by any of the Underwriters pursuant to Section 7(a) above, there shall be no further liability on the part of such Underwriter, or of the Company to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Sections 8 and 10. The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 7 shall not be binding upon the other Underwriters.

 

8. Expenses.

 

Whether or not the sale of the Offered Shares shall be completed, the Company will pay all expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares; (ii) the reasonable fees and expenses of the Company’s legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering including the filing of the Prospectus Supplement; (iv) all reasonable fees and disbursements of the Underwriters’ legal counsel (to a maximum of $115,000 plus disbursements and applicable taxes); and (v) all reasonable other “out-of-pocket expenses” of the Underwriters.

 

9. Survival of Representations and Warranties.

 

All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Underwriters with respect thereto, shall continue in full force and effect for the benefit of the Underwriters for a period of two years following the Closing Date. The representations, warranties, covenants and agreements of the Underwriters herein contained and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect for the benefit of the Company for a period of two years following the Closing Date.

 

10. Indemnity.

 

(a) The Company agrees to indemnify and hold harmless the Underwriters, each of their subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, each other person, if any, controlling the Underwriters or any of their subsidiaries, affiliates and each shareholder of the Underwriters and the successors and assigns of all the foregoing persons (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses, expenses, claims (including, without limitation, securityholder or derivative actions, arbitration proceedings or otherwise), actions, suits, proceedings, investigations, damages and liabilities, joint or several, including, without limitation, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations, inquiries or claims and the reasonable fees and expenses of their counsel and other expenses incurred in connection with any claim, action, suit, proceeding or investigation or in enforcing this indemnity (collectively, the “Losses”) that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation, inquiry or claim that may be made or threatened by any person or in enforcing this indemnity whether or not resulting in liability (collectively the “Claims”) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, (i) any untrue statement or alleged untrue statement of material fact contained in the information (whether written or oral) supplied to any prospective investor by or on behalf of the Company or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the engagement of the Underwriters pursuant to this Agreement. The Company agrees to waive any right the Company may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any person asserting Claims on behalf of or in right of the Company for or in connection with either (i) or (ii) above, except, in the case of (ii) above only, to the extent any Losses suffered by the Company are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted primarily from the gross negligence or fraudulent act of such Indemnified Party. The Company will not, without the Lead Underwriters’ prior written consent, make any admission of liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless the Company has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.

 

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(b) Promptly after receiving notice of a Claim against the Underwriters or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, the Underwriters or any such other Indemnified Party will notify the Company in writing of the particulars thereof, provided that the failure or delay in so notifying the Company shall not relieve the Company of any liability which the Company may have to the Underwriters or any other Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required materially prejudices the defense of such Claim or results in any material increase in the liability which the Company has under this indemnity. The Company shall have 14 days after receipt of the notice to undertake, at its own expense, the settlement or defense of the Claim, including prompt employment of counsel acceptable to the Indemnified Parties and payment of all expenses. The relevant Indemnified Parties shall have the right to participate in the settlement or defense of the Claim.

 

(c) The foregoing indemnity shall not apply, to (ii) above only, to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such Losses to which the Indemnified Party may be subject were primarily caused by the gross negligence or fraudulent act of the Indemnified Party.

 

(d) If for any reason the foregoing indemnity is found to be unavailable or unenforceable (other than in accordance with the terms hereof) to the Underwriters or any other Indemnified Party or insufficient to hold the Underwriters or any other Indemnified Party harmless in respect of a Claim, the Company shall contribute to the amount paid or payable by the Underwriters or any other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Underwriters or any other Indemnified Party on the other hand but also the relative fault of the Company, the Underwriters or any other Indemnified Party as well as any relevant equitable considerations; provided that the Company shall in any event contribute to the amount paid or payable by the Underwriters or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received by the Underwriters under this Agreement. The rights of contribution herein provided shall be in addition to, and not in derogation of, any other right to contribution which the Indemnified Parties may have by statute or otherwise.

 

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(e) The Company agrees that if any legal proceeding shall be brought against the Company and/or the Indemnified Parties by any governmental commission or regulatory authority or any other party or in case any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Company and/or any Indemnified Party in connection with the engagement of the Underwriters pursuant to this Agreement, and the Underwriters or any other Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the engagement of the Underwriters pursuant to this Agreement, the Indemnified Parties shall have the right to employ their own separate counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including, without limitation, an amount to reimburse the Indemnified Parties for time spent in connection therewith) and reasonable expenses incurred by the Indemnified Parties in connection therewith shall be paid by the Company as they occur.

 

(f) The Company hereby constitutes the Underwriters as trustees for each of the other Indemnified Parties of the Company’s covenants under this indemnity with respect to those persons and the Underwriters agree to accept that trust and to hold and enforce those covenants on behalf of those persons.

 

(g) The Company also agrees to reimburse the Underwriters for the time spent by their personnel in connection with any Claim at their normal per diem rates. The Underwriters or any other Indemnified Party may retain counsel in each relevant jurisdiction to separately represent it in the defense or settlement of a Claim, which shall be at the Company’s expense if: (i) the Company does not promptly assume the defense of the Claim no later than 14 days after receiving actual notice of the Claim; (ii) the Company agrees to separate representation; or (iii) the Underwriters are advised in writing by counsel that there is an actual or potential conflict in the Company’s and the Underwriters’ respective interests or additional defenses are available to the Underwriters that are not available to the Company, which makes representation by the same counsel inappropriate.

 

(h) The obligations of the Company hereunder are in addition to any liabilities which the Company may otherwise have to the Underwriters or any other Indemnified Party and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company and the Indemnified Parties.

 

(i) The foregoing provisions shall survive the completion of services rendered under or any expiration or termination of this Agreement.

 

11. Advertisements.

 

(a) The Company acknowledges that the Underwriters shall have the right, subject always to Sections 1(a), 1(c) and Section 2 of this Agreement and to prior approval by the Company, at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Canadian Securities Laws and U.S. Securities Laws. The Company and the Underwriters each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration requirements of Applicable Securities Law in jurisdictions other than Canada in which the Offered Shares shall be offered or sold not being available.

 

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12. Commission.

 

(a) In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall pay the Underwriters, at the Closing Time, a cash commission (the “Commission”) equal to 6.0% of the gross proceeds realized by the Company in respect of the Offering, other than in respect of the gross proceeds from the issue and sale of Offered Shares to Barrick Gold Corporation and Paulson & Co. Inc., in respect of which no commission shall be payable.

 

13. Syndication of the Underwriters.

 

(a) The sale of the Offered Shares in connection with the Offering shall be as to the following percentages:

 

Name of Underwriter   Syndicate Position  
RBC Dominion Securities Inc.     40 %
BMO Nesbitt Burns Inc.     40 %
Haywood Securities Inc.     20 %

 

(b) The liability of the Underwriters shall be several and not joint. However, if any one or more of the Underwriters fails to purchase at the Closing Time its applicable percentage of the total number of Offered Shares, and the total number of such Offered Shares not purchased is less than 10% of the aggregate number of Offered Shares, then the non-defaulting Underwriters (the “Continuing Underwriters”) are obligated jointly, in their respective proportions, to purchase the Offered Shares which the defaulting Underwriter or Underwriters fail to purchase. If any one or more of the Underwriters fails to purchase at the Closing Time their applicable percentage of the total number of Offered Shares, and the total number of such Offered Shares not purchased is 10% or more of the aggregate number of Offered Shares, then the Continuing Underwriters shall be jointly entitled to terminate their respective obligations without liability or to purchase, in their respective proportions, the Offered Shares which the defaulting Underwriter or Underwriters fail to purchase.

 

(c) Nothing in this Agreement shall oblige any U.S. Affiliate of any of the Underwriters to purchase the Offered Shares. Any U.S. Affiliate who makes any offers or sales of the Offered Shares in the United States will do so solely as an agent for an Underwriter.

 

(d) Without affecting the firm obligation of the Underwriters to offer and sell as principals 33,200,000 Offered Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable effort to sell all of the Offered Shares offered under the Prospectus Supplement at the Offering Price, the price payable by the purchasers may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price in compliance with Securities Laws. Such decrease in the price payable by the purchasers will decrease the Commission to be paid by the Company to the Underwriters, so that the net proceeds of the Offering to be received by the Company will not be reduced. The Underwriters will inform the Company if the price payable by the purchasers is decreased.

 

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14. Action by the Co-Lead Underwriters

 

All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (i) termination of purchase obligations, (ii) waiver and extension, and (iii) indemnification, contribution and settlement, may be taken by a Co-Lead Underwriter on behalf of itself and the other Underwriters. The execution of this Agreement by the other Underwriters and by the Company shall constitute the Company’s authority and obligation for accepting notification of any such steps from, and for delivering the Offered Shares in certificated or electronic form to or to the order of, the Co-Lead Underwriters. The Co-Lead Underwriters shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or other communications to or with the Company. The rights and obligations of the Underwriters under this Agreement shall be several and neither joint nor joint and several.

 

15. Notices.

 

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

 

(a) If to the Company, to it at:

 

Midas Gold Corp.

Suite 890, 999 West Hastings Street

Vancouver, British Columbia V6C 2W2

 

Attention:   Stephen Quin, President and Chief Executive Officer
Email:   squin@midasgoldcorp.com

 

with a copy to (which will not constitute delivery) to:

 

Miller Thomson LLP

Pacific Centre, 400 – 725 Granville Street

Vancouver, British Columbia V7Y 1G5

 

Attention:   Lucy Schilling
Email:   lschilling@millerthomson.com

 

to the Co-Lead Underwriters, at:

 

RBC Dominion Securities Inc.

21st Floor – 666 Burrard Street

Vancouver, British Columbia V6C 2X8

 

Attention:   Craig Dudra
Email:   craig.dudra@rbccm.com

 

BMO Nesbitt Burns Inc.

1700 – 885 West Georgia Street

Vancouver, British Columbia V6C 3E8

 

Attention:   Jamie Rogers
Email:   jamie.rogers@bmo.com

 

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with a copy to (which will not constitute delivery) to:

 

Cassels Brock & Blackwell LLP

2100 Scotia Plaza

40 King Street West

Toronto, Ontario M5H 3C2

 

Attention:   Chad Accursi
Email:   caccursi@casselsbrock.com

 

or to such other address as any of the parties may designate by notice given to the others.

 

Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

 

16. Time of the Essence.

 

Time shall, in all respects, be of the essence hereof.

 

17. Canadian Dollars.

 

All references herein to dollar amounts are to lawful money of Canada, unless otherwise indicated.

 

18. Headings.

 

The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

 

19. Singular and Plural, etc.

 

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

 

20. Entire Agreement.

 

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings including, without limitation, the engagement letter between the Company and the Co-Lead Underwriters entered into as of June 10, 2019 in respect of the Offering. This Agreement may be amended or modified in any respect by written instrument only.

 

21. Severability.

 

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

 

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22. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

 

23. Successors and Assigns.

 

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others.

 

24. Further Assurances.

 

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

 

25. Effective Date.

 

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

 

26. Counterparts and Facsimile.

 

This Agreement may be executed in any number of counterparts and by facsimile, each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.

 

27. No Fiduciary Relationship.

 

The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities contemplated hereby. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not as an agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

 

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28. Market Stabilization.

 

In connection with the distribution of the Offered Shares, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by applicable Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

 

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If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.

 

Yours very truly,

 

  RBC DOMINION SECURITIES INC.  
     
Per:    
  “Craig Dudra”  
  Craig Dudra  
  Managing Director  

 

  BMO NESBITT BURNS INC.  
     
Per:    
  “Jamie Rogers”  
  Jamie Rogers  
  Managing Director  

 

  HAYWOOD SECURITIES INC.  
     
Per:    
  “Kevin Campbell”  
  Kevin Campbell  
  Managing Director  

 

- 40 -

 

 

The foregoing is hereby accepted on the terms and conditions therein set forth.

 

DATED as of this 12th day of June, 2019.

 

MIDAS GOLD CORP.

 

Per: “Stephen Quin”  
  Stephen Quin  
  President and Chief Executive Officer  

 

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SCHEDULE “A”
SUBSIDIARY INFORMATION

 

This is Schedule “A” to the underwriting agreement dated as of June 12, 2019 between RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., and Haywood Securities Inc.

 

Name of Subsidiary   Jurisdiction   Percentage Owned
(Directly or Indirectly)
 
Idaho Gold Resources Company, LLC   Idaho     100 %
Stibnite Gold Company   Idaho     100 %
Midas Gold Idaho, Inc.   Idaho     100 %

 

 

 

SCHEDULE “B”

 

This is Schedule “B” to the underwriting agreement dated as of June 12, 2019 between RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., and Haywood Securities Inc.

 

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

 

Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Agreement to which this schedule is annexed and the following terms shall have the meanings indicated:

 

(i) Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “B”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of such securities;

 

(ii) Foreign Issuer” means a “foreign issuer” as defined in Rule 902(e) of Regulation S;

 

(iii) General Solicitation” or “General Advertising” means “general solicitation” or “general advertising” as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

 

(iv) Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act;

 

(v) Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act; and

 

(vi) Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S.

 

Representations, Warranties and Covenants of the Underwriters

 

Each Underwriter, on behalf of itself and its U.S. Affiliate, acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Shares may not be offered or sold to persons in the United States, except in accordance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A and exemptions under applicable state securities laws. Accordingly, each Underwriter (on behalf of itself and its U.S. Affiliate) represents, warrants, covenants and agrees to and with the Company, as of the date hereof and as of the Closing Date, that:

 

1. It, its affiliates (including, without limitation, its U.S. Affiliate) and any person acting on any of their behalf has not offered or sold, and will not offer or sell, any of the Offered Shares except (a) in “offshore transactions” as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S or (b) in the United States as provided in Sections 2 through 13 below. Accordingly, none of the Underwriter, its affiliates (including, without limitation, its U.S. Affiliate) or any persons acting on any of their behalf, has made or will make (except as permitted in Sections 2 through 13 below) (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States, (ii) any sale of the Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or the Underwriter, its affiliates (including, without limitation, its U.S. Affiliate) and any person acting on any of their behalf reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts.

 

 

 

 

2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares except with its U.S. Affiliate, any Selling Group members or with the prior written consent of the Company. It shall require its U.S. Affiliate and each Selling Group member to agree, for the benefit of the Company, to comply with the same provisions of this Schedule “B” as apply to the Underwriter as if such provisions applied to such U.S. Affiliate or Selling Group member.

 

3. All offers and sales of Offered Shares in the United States by it shall be made (i) through its U.S. Affiliate, which is a registered broker-dealer affiliate, or (ii) directly by it in accordance with Rule 15a-6 under the U.S. Exchange Act, and in each case in compliance with all applicable U.S. federal and state laws and regulations governing broker-dealers.

 

4. Its U.S. Affiliate that offered or sold Offered Shares in the United States is, and was and will be on the date of each such offer and sale, duly registered as a broker or dealer under Section 15(b) of the U.S. Exchange Act and all applicable state securities laws (unless exempt from such registration requirements), and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.

 

5. It and its affiliates (including, without limitation, its U.S. Affiliate) have not, either directly or through a person acting on any of their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

 

6. Any offer, sale or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States was or will be made only to Qualified Institutional Buyers with which the Underwriter or its U.S. Affiliate had a pre-existing relationship and as to whom the Underwriter or its U.S. Affiliate had or have reasonable grounds to believe and do believe are Qualified Institutional Buyers in transactions that are exempt from registration under the U.S. Securities Act pursuant to Rule 144A thereunder and exemptions under applicable state securities laws.

 

7. Each offeree of Offered Shares in the United States has been or shall be provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus. Prior to any sale of Offered Shares to a person in the United States or to a person who was offered Offered Shares in the United States, each such purchaser shall be provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus, and no other written material was used in connection with the offer or sale of the Offered Shares in the United States.

 

8. It will, either directly or through its U.S. Affiliate, inform all purchasers of the Offered Shares in the United States and all purchasers of the Offered Shares who were offered Offered Shares in the United States, that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and are being offered and sold to such purchasers without registration in reliance upon the exemption from the registration requirement of the U.S. Securities Act provided by Rule 144A thereunder.

 

- 2 -

 

 

9. Prior to the completion of any sale of the Offered Shares to any purchaser in the United States or any purchaser offered Offered Shares in the United States, each such purchaser, will be required to execute and deliver a QIB Letter in the form attached as Exhibit A to the U.S. Private Placement Memorandum, or in such other form as may be prescribed by the Company in respect of any particular purchaser.

 

10. The Underwriter and its U.S. Affiliate are Qualified Institutional Buyers.

 

11. At the Closing Date, it, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Annex I to this Schedule “B”, relating to the manner of the offer and sale of the Offered Shares in the United States or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold Offered Shares in the United States; provided, however, that if the Underwriter directly offered or sold Offered Shares in the United States in compliance with Rule 15a-6 under the U.S. Exchange Act, such certificate may be provided by the Underwriter alone and the Underwriter’s U.S. Affiliate shall not be required to execute or deliver such certificate.

 

12. At least one Business Day prior to the Closing, it will provide the Company with a list of all purchasers of the Offered Shares in the United States and all purchasers of Offered Shares who were offered Offered Shares in the United States.

 

13. Neither it nor its affiliates (including, without limitation, its U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.

 

Representations, Warranties and Covenants of the Company

 

The Company represents, warrants, covenants and agrees to and with the Underwriters, as of the date hereof and as of the Closing Date, that:

 

1. The Company is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Common Shares.

 

2. Except with respect to offers and sales through the Underwriters and their U.S. Affiliates to Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 144A thereunder, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Group member, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States or (ii) the Company, its affiliates, and any person acting on any of their behalf reasonably believe that the purchaser is outside the United States.

 

3. During the period in which the Offered Shares are offered for sale, none of it, its affiliates, or any person acting on any of their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Group member, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 144A thereunder, or the exclusion from the registration requirements of the U.S. Securities Act afforded by Rule 903 of Regulation S, to be unavailable for offers and sales of the Offered Shares pursuant to this Schedule “B” and the Underwriting Agreement to which this Schedule “B” is attached.

 

- 3 -

 

 

4. None of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Group member, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Offered Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

 

5. For so long as any of the Offered Shares offered or sold pursuant to Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and cannot be sold pursuant to Rule 144(b)(1) under the U.S. Securities Act, the Company will, if it is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act or exempt therefrom pursuant to Rule 12g3-2(b) thereunder, provide to any holder of those restricted securities, or to any prospective purchaser of those restricted securities designated by a holder, upon the request of that holder or prospective purchaser, at or prior to the time of sale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as delivery of that information is necessary in order to permit holders of the restricted securities to effect resales under Rule 144A).

 

6. The Offered Shares are not, and as of the Closing Date will not be, and no securities of the same class as the Offered Shares are or will be: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in a “U.S. automated inter-dealer quotation system”, as such term is used in Rule 144A under the U.S. Securities Act; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A under the U.S. Securities Act) of less than 10% for securities so listed or quoted.

 

7. The Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws in connection with the offer and sale of the Offered Shares.

 

8. The Company is not, and as a result of the sale of the Offered Shares contemplated hereby will not be, registered or required to register as an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended.

 

9. The Company has not taken and will not take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.

 

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ANNEX I TO SCHEDULE “B”
UNDERWRITER’S CERTIFICATE

 

In connection with the private placement in the United States of the Offered Shares of Midas Gold Corp. (the “Company”), pursuant to the underwriting agreement dated as of June 12, 2019 between the Company (the “Agreement”), the undersigned Underwriter and the undersigned United States registered broker-dealer affiliate of such Underwriter (the “U.S. Affiliate”) do hereby certify that:

 

(a) the U.S. Affiliate was on the date of each offer and sale of Offered Shares that was made by it in the United States, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;
     
(b) all offers and sales of the Offered Shares made by us in the United States were made by the U.S. Affiliate in compliance with all applicable U.S. federal and state laws and regulations governing broker-dealers;
     
(c) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Shares in the United States, nor did we engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
     
(d) each offeree of Offered Shares in the United States was provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus, and each purchaser of Offered Shares (i) in the United States or (ii) who was offered Offered Shares in the United States, was provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus, and no other written material was used by us in connection with the offer and sale of the Offered Shares in the United States;
     
(e) at the time of each offer of the Offered Shares by us in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we continue to believe that each purchaser of Offered Shares in the United States and each purchaser of Offered Shares who was offered Offered Shares in the United States, in each case who is purchasing the Offered Shares through us, is a Qualified Institutional Buyer;
     
(f) we have not taken or will not take any action that would directly or indirectly constitute a violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Offered Shares; and
     
(g) the offering of the Offered Shares in the United States has been conducted by us in accordance with the Agreement, including Schedule “B” thereto.

 

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Terms used in this certificate have the meanings given to them in the Agreement, including Schedule “B” thereto, unless otherwise defined herein.

 

Dated this          day of ________________, 2019.

 

 

[NAME OF UNDERWRITER]

  [NAME OF U.S. AFFILIATE]
       
By:   By:  
  Name:
Title:
  Name:
Title:

 

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SCHEDULE “C”

 

OUTSTANDING CONVERTIBLE SECURITIES

 

1. 19,286,500 Stock Options

 

2. 2,000,000 Common Share Purchase Warrants

 

3. C$49,912,401 principal amount of Convertible Notes

 

 

 

 

Exhibit 99.30

 

 

June 19, 2019

#2019-11

 

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.

 

Midas Gold Corp. Announces Closing of C$19.9 Million Bought Deal Public Offering

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

About Midas Gold and the Stibnite Gold Project

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

 

 

 

 

 

Caution Regarding Forward Looking Information:

 

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

 

 

 

 

 

Exhibit 99.31

 

Form 51-102F3

Material Change Report

 

Item 1 Name and Address of Issuer

 

Midas Gold Corp. (the “Company”)

Suite 890 - 999 West Hastings Street

Vancouver, BC

V6C 2W2

 

Item 2 Date of Material Change

 

June 10, 2019 and June 19, 2019

 

Item 3 News Release

 

News releases dated and issued on June 10, 2019 and June 19, 2019, respectively, and disseminated through the facilities of Canada Newswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR) (the “News Releases”).

 

Item 4 Summary of Material Change

 

On June 10, 2019, the Company announced that it had entered into an agreement with RBC Capital Markets and BMO Capital Markets (as co-lead underwriters) and a syndicate of underwriters (collectively, the “Underwriters”) in connection with a bought deal public offering of 33,200,000 common shares (the “Offered Shares”) at a price of C$0.60 per share for aggregate gross proceeds of approximately C$19.9 million (the “Offering”).

 

On June 19, 2019, the Company announced that the Offering was completed on the terms as previously announced.

 

Item 5.1 Full Description of Material Change

 

The Company completed the Offering through the Underwriters pursuant to which the Company issued an aggregate of 33,200,000 Offered Shares at a price of C$0.60 per share for gross proceeds of C$19,920,000.

 

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

 

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

 

 

2

 

By virtue of the participation of Paulson and Barrick (collectively, the “Insiders”), both of which are insiders of the Company, the Offering constituted to that extent a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The directors of the Company determined that the Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as at the time the Offering was agreed to, neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, insofar as the Offering involves the Insiders, exceeded 25% of the Company’s market capitalization.

 

The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close the Offering on an expedited basis for sound business reasons.

 

See also the News Releases, copies of which are attached as Schedules “A” and “B”, respectively, hereto.

 

Item 5.2 Disclosure for Restructuring Transactions

 

Not applicable.

 

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7 Omitted Information

 

Not applicable.

 

Item 8 Executive Officer

 

Contact: Liz Monger, Manager, Investor Relations & Corporate Secretary
Telephone: (778) 724-4704

 

Item 9 Date of Report

 

June 20, 2019

 

 

3

 

Schedule “A”

 

News Release dated June 10, 2019

(see attached)

 

 

4

 

 

June 10, 2019

#2019-10

 

 

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.

 

Midas Gold Corp. Announces Bought Deal Public Offering

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

About Midas Gold and the Stibnite Gold Project

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

 

5

 

 

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

Caution Regarding Forward Looking Information:

 

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

 

 

6

 

Schedule “B”

 

News Release dated June 19, 2019

(see attached)

 

 

7

 

 

June 19, 2019

#2019-11

 

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.

 

Midas Gold Corp. Announces Closing of C$19.9 Million Bought Deal Public Offering

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

About Midas Gold and the Stibnite Gold Project

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

 

8

 

 

 

Caution Regarding Forward Looking Information:

 

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

 

 

 

 

Exhibit 99.32

 

  August 9, 2019
#2019-12
 

 

Midas Gold Continues to Advance Solutions to Address Pre-existing Contamination
in the Stibnite Mining District

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

     

 

 

 

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

 

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

 

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

 

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

 

About Midas Gold and the Stibnite Gold Project

 

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

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About the Stibnite Gold Project:

 

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

 

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

 

Stibnite Gold Project Permitting Background

 

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

 

     

 

 

 

Forward-Looking Information

 

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

 

     

 

 

 

Exhibit 99.33   

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2019 AND 2018

(Unaudited, expressed in US Dollars)

 

 

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at June 30, 2019 and December 31, 2018

(Unaudited, Expressed in US dollars)

 

    Notes     June 30,
2019
    December 31,
2018
 
ASSETS                        
CURRENT ASSETS                        
Cash and cash equivalents           $ 32,828,086     $ 29,886,558  
Receivables             60,581       264,047  
Prepaid expenses             558,492       270,161  
            $ 33,447,159     $ 30,420,766  
NON-CURRENT ASSETS                        
Buildings and equipment           $ 315,781     $ 396,881  
Right-of-use assets     3       284,508       -  
Exploration and evaluation assets             71,132,883       71,132,883  
            $ 71,733,172     $ 71,529,764  
TOTAL ASSETS           $ 105,180,331     $ 101,950,530  
                         
LIABILITIES AND EQUITY                        
CURRENT LIABILITIES                        
Trade and other payables           $ 3,168,581     $ 2,921,175  
Warrant derivative (i)     4       130,592       454,819  
Lease liabilities     3       85,028       -  
            $ 3,384,201     $ 3,375,994  
NON-CURRENT LIABILITIES                        
Convertible notes     5     $ 25,733,452     $ 23,433,664  
Convertible note derivative (ii)     6       27,454,720       48,479,797  
Non-current lease liabilities     3       211,448       -  
            $ 53,399,620     $ 71,913,461  
 TOTAL LIABILITIES           $ 56,783,821     $ 75,289,455  
                         
EQUITY                        
Share capital     7     $ 283,156,808     $ 267,595,776  
Equity reserve     7       25,240,699       24,394,532  
Deficit             (260,000,997 )     (265,329,233 )
TOTAL EQUITY           $ 48,396,510     $ 26,661,075  
TOTAL LIABILITIES AND EQUITY           $ 105,180,331     $ 101,950,530  

 

Commitments – Notes 3 and 12

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with International Financial Reporting Standards (“IFRS”). There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants. See Note 4.
(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 6.

 

See accompanying notes to condensed consolidated financial statements

 

2

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF NET (INCOME)/LOSS AND COMPREHENSIVE (INCOME)/LOSS

For the three and six months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

          Three Months Ended     Six Months Ended  
    Notes     June 30, 2019     June 30, 2018     June 30, 2019     June 30, 2018  
EXPENSES                                        
Consulting           $ 38,643     $ 3,217     $ 38,643     $ 39,643  
Corporate salaries and benefits             245,483       147,955       448,280       234,252  
Depreciation             58,698       79,445       125,203       157,520  
Directors’ fees             33,465       32,234       62,414       64,799  
Exploration and evaluation     8       6,150,128       6,479,128       11,740,783       12,282,427  
Office and administrative             (6,059 )     7,727       55,462       80,905  
Professional fees             83,957       48,254       146,883       66,860  
Share based compensation     7       372,595       297,701       1,141,473       805,167  
Shareholder and regulatory             123,617       98,371       233,789       204,642  
Travel and related costs             80,294       106,164       114,436       130,816  
OPERATING LOSS           $ 7,180,821     $ 7,300,196     $ 14,107,366     $ 14,067,031  
                                         
OTHER (INCOME) EXPENSES                                        
Change in fair value of warrant derivative (i)     4     $ (155,231 )   $ (26,152 )   $ (324,227 )   $ 285,230  
Change in fair value of convertible note derivative (ii)     6       (14,228,614 )     1,701,676       (22,637,383 )     26,270,610  
Finance costs     9       659,032       613,090       1,308,360       1,222,876  
Foreign exchange loss/(gain)             1,320,033       (1,571,741 )     2,501,729       (3,452,161 )
Interest income             (127,631 )     (145,585 )     (284,081 )     (193,786 )
Total other (income)/expenses           $ (12,532,411 )   $ 571,288     $ (19,435,602 )   $ 24,132,769  
                                         
NET (INCOME)/LOSS AND COMPREHENSIVE (INCOME)/LOSS           $ (5,351,590 )   $ 7,871,484     $ (5,328,236 )   $ 38,199,800  
                                         
NET (INCOME)/LOSS PER SHARE, BASIC AND DILUTED           $ (0.02 )   $ 0.04     $ (0.02 )   $ 0.19  
                                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED             241,031,224       210,551,761       238,372,615       198,421,249  

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants. See Note 4.
(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 6.

 

See accompanying notes to condensed consolidated financial statements

 

3

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

For the six months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars except for number of shares)

 

          Share Capital     Equity              
    Note     Shares     Amount     Reserve     Deficit     Total  
BALANCE, January 1, 2018             186,356,265     $ 228,787,138     $ 23,635,064     $ (218,041,248 )    $ 34,380,953  
Share based compensation     7       -       -       772,943       -       772,943  
Private placement     7       46,551,731       38,065,907       -       -       38,065,907  
Share issue cost     7       -       (542,635 )     -       -       (542,635 )
Exercise of options     7       1,702,743       1,183,200       (451,634 )     -       731,566  
Net loss and comprehensive loss for the period             -       -       -       (38,199,800 )     (38,199,800 )
BALANCE, June 30, 2018             234,610,739     $ 267,493,610     $ 23,956,373     $ (256,241,048 )   $ 35,208,934  
                                                 
                                                 
BALANCE, January 1, 2019             234,812,690     $ 267,595,776     $ 24,394,532     $ (265,329,233 )   $ 26,661,075  
Share based compensation     7       -       -       1,166,237       -       1,166,237  
Public offering     7       33,200,000       14,929,176       -       -       14,929,176  
Share issue cost     7       -       (844,832 )     -       -       (844,832 )
Share based payments     7       1,500,000       877,500       -       -       877,500  
Share issued through Stock Appreciation Rights             137,383       -       (122,188 )     -       (122,188 )
Exercise of options             831,700       599,188       (197,882 )     -       401,306  
Net profit and comprehensive profit for the period             -       -       -       5,328,236       5,328,236  
BALANCE, June 30, 2019             270,481,773     $ 283,156,808     $ 25,240,699     $ (260,000,997 )   $ 48,396,510  

 

See accompanying notes to condensed consolidated financial statements

 

4

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the three and six months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

 

          Three Months Ended     Six Months Ended  
    Notes     June 30,
2019
    June 30,
2018
    June 30,
2019
    June 30,
2018
 
OPERATING ACTIVITIES:                                        
Net profit/(loss)           $ 5,351,590     $ (7,871,484 )   $ 5,328,236     $ (38,199,800 )
Adjustments for:                                        
Share based compensation     7       372,595       297,701       1,166,237       805,167  
Share based payments     7       877,500       -       877,500       -  
Depreciation             58,698       79,445       125,203       157,520  
Accretion and interest expense     3,5,9       659,032       613,090       1,308,360       1,222,876  
Change in fair value of warrant derivative     4       (155,231 )     (26,152 )     (324,227 )     285,230  
Change in fair value of convertible note derivative     6       (14,228,614 )     1,701,676       (22,637,383 )     26,270,610  
Unrealized foreign exchange gain/(loss)             1,370,225       (1,600,465 )     2,570,555       (3,443,262 )
Interest income             (127,631 )     (145,585 )     (284,081 )     (193,786 )
Changes in:                                        
Trade and other receivables             (36,145 )     (13,331 )     (37,836 )     (9,217 )
Prepaid expenses             (278,141 )     (128,006 )     (288,330 )     (178,996 )
Trade and other payables             (88,041 )     801,802       247,407       (252,250 )
      Net cash used in operating activities           $ (6,224,163 )   $ (6,291,309 )   $ (11,948,359 )   $ (13,535,908 )
INVESTING ACTIVITIES:                                        
Purchase of buildings and equipment           $ (20,456 )   $ (38,704 )   $ (20,456 )   $ (85,813 )
Interest received             386,852       84,490       525,381       147,525  
      Net cash provided by investing activities           $ 366,396     $ 45,786     $ 504,925     $ 61,712  
FINANCING ACTIVITIES:                                        
Proceeds from issuance of common shares through financing           $ 14,929,176     $ 38,065,907     $ 14,929,176     $ 38,065,907  
Payment of transaction costs on issuance of common shares through financing             (844,832 )     (542,635 )     (844,832 )     (542,635 )
Proceeds from issuance of common shares through exercise of options             -       320,148       279,117       699,341  
Interest paid on Convertible Notes     5       -       -       (18,727 )     (19,276 )
Payment of lease liabilities     3       (2,538 )     -       (19,793 )     -  
      Net cash provided by financing activities           $ 14,081,806     $ 37,843,420     $ 14,324,941     $ 38,203,337  
Effect of foreign exchange on cash and cash equivalents             40,136       (26,523 )     60,021       (98,468 )
Net increase in cash and cash equivalents             8,264,175       31,571,374       2,941,528       24,630,673  
Cash and cash equivalents, beginning of period             24,563,911       11,974,722       29,886,558       18,915,423  
Cash and cash equivalents, end of period           $ 32,828,086     $ 43,546,096      $ 32,828,086     $ 43,546,096  
                                         
Cash           $ 8,796,611     $ 2,575,287      $ 8,796,611     $ 2,575,287  
Investment savings             16,417,733       27,424,000       16,417,733       27,424,000  
GIC and term deposits             7,613,742       13,546,809       7,613,742       13,546,809  
Total cash and cash equivalents           $ 32,828,086     $ 43,546,096      $ 32,828,086     $ 43,546,096  

 

See accompanying notes to condensed consolidated financial statements

 

5

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

1.            Nature of Operations

 

Midas Gold Corp. (“the Corporation” or “Midas Gold”) was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho. The Corporation’s principal asset is the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Corporation currently operates in one segment, mineral exploration in the United States. The corporate office of Midas Gold is located at 890-999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada.

 

2.            Basis of Preparation

 

a. Statement of Compliance

 

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting (“IAS 34”), using accounting policies that are consistent with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

b. Basis of Presentation

 

The preparation of these condensed consolidated interim financial statements is based on the accounting policies consistent with those applied to the consolidated financial statements of Midas Gold for the year ended December 31, 2018, except for those discussed herein and further detailed in Note 3 related to the implementation of IFRS 16.

 

These condensed consolidated interim financial statements do not include all information required for full financial statements and should be read in conjunction with the consolidated financial statements of Midas Gold for the year ended December 31, 2018. There have been no changes in judgments or estimates since December 31, 2018.

 

These condensed consolidated interim financial statements for the three and six-month periods ended June 30, 2019 and 2018 were approved and authorized for issue by the board of directors on August 9, 2019. All “$” dollars included herein are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

c. Adoption of New Accounting Standards

 

The Corporation applied IFRS 16 with a date of initial application of January 1, 2019 using the modified retrospective approach, under which the cumulative effect of initial application, if any, is recognized in retained earnings at January 1, 2019. The details of the changes in accounting policies are disclosed below.

 

At inception of a contract, the Corporation assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset (a right-to-use, or “ROU” asset) for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Corporation assesses whether:

 

- The contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset.
- The Corporation has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

 

6

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

2.            Basis of Preparation (continued)

 

- The Corporation has the right to direct the use of the asset. The Corporation has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Corporation has the right to direct the use of the asset if either:
o The Corporation has the right to operate the asset; or
o The Corporation designed the asset in a way that predetermines how and for what purpose it will be used.

 

If a contract is deemed to be, or contains, a lease, the Corporation recognizes an ROU asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The Corporation has elected not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement, as a practical expedient permissible under IFRS 16.

 

The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. The estimated useful lives of ROU assets are determined on the same basis as those of property and equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The ROU asset is presented as a separate line in the consolidated statement of financial position.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Corporation’s incremental borrowing rate. Both the current and non-current lease liability are presented as separate lines in the consolidated statement of financial position.

 

Lease payments to be included in the measurement of the lease liability comprise the following:

 

- Fixed payments, including in-substance fixed payments;
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- Amounts expected to be payable under a residual value guarantee; and
- The exercise price under a purchase option that the Corporation is reasonably certain to exercise, lease payments in an optional renewal if the Corporation is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Corporation is reasonably certain not to terminate early.

 

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Corporation’s estimate of the amount expected to be payable under a residual value guarantee, or if the Corporation changes its assessment of whether it will exercise a purchase, extension or termination option.

 

7

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

2.            Basis of Preparation (continued)

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

 

The Corporation has elected not to recognize ROU assets and lease liabilities for leases of low-value assets and short-term leases that have a lease term of less than 12 months and where extension clauses within the original contract have been fully utilized. The Corporation recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

In the comparative period, assets held under leases were all classified as operating leases under IAS 17 and were not recognized in the Corporation’s statement of financial position. Payments made under operating leases were recognized in profit or loss on a straight-line basis over the term of the lease. There were no leases in place at the prior year end that would not qualify for the exemptions permissible for short-term leases and leases of low-value assets under IFRS 16.

 

3.            Leases

 

The Corporation leases building space for the Corporate office in Vancouver, BC, and for the U.S. subsidiaries in Donnelly, ID and has identified these leases to have ROU assets. As at June 30, 2019, these are the only leases identified to have ROU assets. The Corporation is utilizing an incremental borrowing rate of 10% for calculating lease liabilities and ROU assets.

 

ROU Assets

 

    Property  
Balance, January 1, 2019   $ -  
Additions     308,510  
Depreciation charge for the period     (24,002 )
Balance, June 30, 2019   $ 284,508  

 

Lease Liabilities

    June 30, 2019  
Maturity analysis – contractual undiscounted cash flows        
Less than one year   $ 109,960  
One to five years     233,278  
Total undiscounted lease liabilities at June 30, 2019   $ 343,238  
Lease liabilities included in the statement of financial position at June 30, 2019   $ 296,476  
Current     85,028  
Non-Current     211,448  

 

Amounts recognized in profit and loss

    June 30, 2019  
Depreciation expense of ROU assets   $ (24,002 )
Expenses relating to short-term leases     (90,702 )
Expenses relating to leases of low-value assets     (7,261 )
Interest on lease liabilities     (7,759 )

 

8

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

3.            Leases (continued)

 

Payments made during the period for leases where the Corporation has elected to not recognize ROU assets and lease liabilities are recognized in the statement of net loss and comprehensive loss are presented in the table above.

 

Amounts recognized in the statement of cash flows

 

    June 30, 2019  
Total payments on lease liability   $ (19,793 )
Principal on leases     (12,034 )
Interest expense     (7,759 )

 

4.            Warrant Derivative

 

In May 2013, the Corporation issued to Franco Nevada Corporation (“Franco”) 2,000,000 share purchase warrants (“Franco Warrants”). The Franco Warrants are exercisable into 2,000,000 common shares of the Corporation at C$1.23 per warrant. The Franco Warrants contain a mandatory conversion feature which requires Franco to exercise 100% of the outstanding warrants if, at any time, the volume weighted average trading price of Midas Gold’s common shares is equal to or greater than C$3.23 for a period of 30 consecutive trading days. The Franco Warrants expire on May 9, 2023.

 

The exercise price of the Franco warrants is denominated in Canadian dollars; however, the functional currency of the Corporation is the US Dollar. As a result of this difference in currencies, the proceeds that will be received by the Corporation are not fixed and will vary based on foreign exchange rates and the warrants are a derivative and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as a non-cash gain or loss in the consolidated statement of net loss and comprehensive loss. Upon exercise, the holders will pay the Corporation the respective exercise price for each warrant exercised in exchange for one common share of Midas Gold and the fair value at the date of exercise and the associated non-cash liability will be reclassified to share capital.  The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain in the consolidated statement of net loss and comprehensive loss. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants.

 

A reconciliation of the change in fair values of the derivative is below:

 

    Fair Value of
Warrant
Derivative
 
Balance, December 31, 2018   $ 454,819  
Change in fair value of warrant derivative     (324,227 )
Balance, June 30, 2019   $ 130,592  

 

The fair value of the warrants was calculated using the Black-Scholes valuation model. The weighted average inputs used in the Black-Scholes valuation model are:

 

    June 30,
2019
    December 31,
2018
 
Fair value of related warrants outstanding   $ 0.07     $ 0.23  
Risk-free interest rate     1.5 %     1.9 %
Expected term (in years)     1.9       2.4  
Expected share price volatility     60 %     65 %

 

9

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

5.           Convertible Notes

 

On March 17, 2016, the Corporation issued unsecured convertible notes (the “Convertible Notes”) for gross proceeds of $38.5 million (C$50.0 million). The Convertible Notes bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity, and have a maturity date of March 17, 2023. On the maturity date, the outstanding principal amount of the Convertible Notes is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation at a price of C$0.3541 per share. If there is an equity financing completed at 95% of C$0.3541, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice when the Corporation’s common shares reach a price of C$0.7082 or higher. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

During March of 2019, the third annual interest payment was made to noteholders in cash, in the amount of $18,727.

 

The Convertible Notes are deemed to contain an embedded derivative (“Convertible Note Derivative”) relating to the conversion option. The Convertible Note Derivative was valued upon initial recognition at fair value using partial differential equation methods at $19.8 million (Note 6). At inception, the gross proceeds of the Convertible Notes were reduced by the estimated fair value of the Convertible Note Derivative ($19.8 million) and the transaction costs related to the Convertible Notes ($0.4 million) resulting in a balance of $18.3 million. The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method. The expected value of the Convertible Notes at maturity is $38.1 million (C$49.9 million) based on the exchange rate at June 30, 2019 (2018 - $36.6 million (C$49.9 million)).

 

The components of the Convertible Notes are summarized as follows:

 

    Convertible
Notes
 
Balance, December 31, 2018   $ 23,433,664  
Accretion and Interest Expense     1,300,601  
Interest Payments     (18,727 )
Foreign exchange adjustments     1,017,914  
Balance, June 30, 2019   $ 25,733,452  

 

6.           Convertible Note Derivative

 

The Convertible Note Derivative related to the Convertible Notes (Note 5) was valued upon initial recognition at fair value of $19.8 million using partial differential equation methods and is subsequently re-measured at fair value at each period end through the consolidated statement of net loss and comprehensive loss. The components of the Convertible Note Derivative are summarized as follows:

 

   

Convertible
Note

Derivative

 
Balance, December 31, 2018   $ 48,479,797  
Fair value adjustment     (22,637,383 )
Foreign exchange adjustments     1,612,306  
Balance, June 30, 2019   $ 27,454,720  

 

10

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

6.           Convertible Note Derivative (continued)

 

Upon conversion of the Convertible Notes, the fair value of the Convertible Note Derivative and the carrying value of the Convertible Notes will be reclassified to share capital.  There are no circumstances in which the Corporation would be required to pay any cash upon conversion of the Convertible Notes.

 

The fair value of the Convertible Note Derivative was calculated using partial differential equation methods. The inputs used in the valuation model include the following, with a change in share price having the most significant impact on the valuation:

 

    June 30,
2019
    December 31,
2018
 
Risk-free interest rate     1.4%       1.9%  
Expected term (in years)     3.7       4.2  
Share Price     C$0.63       C$0.96  
Credit Spread     10%       10%  
Implied discount on share price     37% - 26%       37% - 26%  
Expected share price volatility     61%       56%  

 

7.            Share Capital

 

a. Authorized

 

Unlimited number of common shares without par value.

Unlimited number of first preferred shares without par value.

Unlimited number of second preferred shares without par value.

 

b. Common Shares

 

On June 19, 2019, the Corporation issued 33,200,000 shares at a price of C$0.60 per common share, for gross proceeds of $14.9 million (C$19.9 million) with transaction costs of $0.8 million (C$1.1 million). The net proceeds of the issuance were $14.1 million (C$18.8 million).

 

On April 16, 2019, the Corporation issued 1,500,000 common shares in the capital of the Company, valued at $877,500, to launch the Stibnite Foundation in Idaho. These grants to the Stibnite Foundation were made in accordance with the Company’s ongoing annual and milestone funding obligations pursuant to the terms of the Community Agreement.

 

c. Share purchase options

 

Under the terms of the Corporation's Stock Option Plan, the maximum number of shares reserved for issuance under the Plan is 10% of the issued shares on a rolling basis. Options may be exercisable over periods as determined by the Board of Directors of the Corporation and the exercise price shall not be less than the five-day weighted-average share price on the day preceding the award date, subject to regulatory approval. All stock options granted are subject to vesting, with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant.

 

A summary of share purchase option activity within the Corporation’s share-based compensation plan for the year ended December 31, 2018 and six months ended June 30, 2019 is as follows:

 

11

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

7.           Share Capital (continued)

 

   

 

Number of
Options

    Weighted
Average
Exercise Price (C$)
 
Balance, December 31, 2017     13,930,750     $ 0.68  
Options granted     5,220,000       0.72  
Options expired/terminated     (655,000 )     0.82  
Options exercised     (1,811,675 )     0.56  
Balance December 31, 2018     16,684,075     $ 0.70  
Options granted     4,365,000       0.96  
Options expired/terminated     (945,875 )     0.67  
Options exercised     (831,700 )     0.52  
Balance, June 30, 2019     19,271,500     $ 0.77  

 

The Corporation’s Stock Option Plan includes a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. During the three and six months ended June 30, 2019, nil and 402,500 (2018 – nil and 65,000) options, respectively, were terminated under the SAR clause and nil and 137,383 (2018 – nil and 37,818) shares, respectively, were issued in lieu of a cash benefit. The total number of shares issued during the three and six months ended June 30, 2019, through the exercise of options and under the SAR clause was nil and 969,083 (2018 – 763,243 and 1,702,743), respectively. During the three and six months ended June 30, 2019, nil and 489,750 options expired (2018 – nil and 10,000), respectively.

 

The number of outstanding options represents 7.1% of the issued and outstanding shares at June 30, 2019. During the three and six months ended June 30, 2019, the Corporation’s total share-based compensation was $372,595 and $1,141,473, respectively (2018 - $297,701 and $805,167). This is comprised of $372,595 and $1,166,237, respectively, in periodic stock based compensation related to options granted (2018 - $277,704 and $785,169, respectively) and nil and $(24,764), respectively, related to SAR activity (2018 – nil and $19,998).

 

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The weighted average inputs used in the Black-Scholes option pricing model are:

 

    Six Months Ended  
    June 30,
2019
    June 30,
2018
 
Fair value options granted   C$0.61     C$0.36  
Risk-free interest rate   1.8%   2.0%
Expected term (in years)   5.0     5.0  
Expected share price volatility   64%   65%
Expected dividend yield   -     -  
Expected forfeiture   5%   5%

 

 An analysis of outstanding share purchase options as at June 30, 2019 is as follows:

 

12

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

7.           Share Capital (continued)

 

    Options Outstanding     Options Exercisable  
Range of Exercise Prices (C$)   Number     Weighted Average Exercise Price (C$)     Weighted Average Remaining Contractual Life (Years)     Number     Weighted Average Exercise Price (C$)     Weighted Average Remaining Contractual Life (Years)  
$0.31 - $0.46     2,897,625     $ 0.40       1.0       2,897,625     $ 0.40       1.0  
$0.59 - $0.72     4,960,125     $ 0.62       3.1       3,083,250     $ 0.63       2.7  
$0.82 - $0.89     5,268,750     $ 0.88       2.7       3,691,563     $ 0.88       2.5  
$0.91 - $0.98     6,145,000     $ 0.96       4.3       1,347,500     $ 0.97       4.3  
$0.31 - $0.98     19,271,500     $ 0.77       3.0       11,019,938     $ 0.69       2.4  

 

d. Warrants

 

There was a total of 2,000,000 Franco Nevada warrants outstanding as of both December 31, 2018 and June 30, 2019.

 

8.            Exploration and Evaluation Expenditures

 

The Corporation’s exploration and evaluation expenditures at the Stibnite Gold Project for the three and six months ended June 30, 2019 and 2018 were as follows:

 

    Three Months Ended     Six Months Ended  
    June 30, 2019     June 30, 2018     June 30, 2019     June 30, 2018  
Exploration and Evaluation Expenditures                                
Consulting and labor cost     1,379,945       1,462,437       2,515,617       2,621,602  
Drilling     -       270,868       -       458,360  
Field office and drilling support     470,650       707,809       860,971       1,132,670  
Engineering     350,069       1,191,190       1,239,901       2,540,030  
Permitting     2,813,632       2,153,219       5,512,557       4,205,945  
Environmental and reclamation     -       546,501       -       1,063,944  
Legal and sustainability     1,135,832       147,104       1,611,737       259,876  
Exploration and Evaluation Expense   $ 6,150,128     $ 6,479,128     $ 11,740,783     $ 12,282,427  

 

9.            Finance Costs

 

The Corporation’s finance costs for the three and six months ended June 30, 2019 and 2018 were as follows:

 

    Three Months Ended     Six Months Ended  
    June 30, 2019     June 30, 2018     June 30, 2019     June 30, 2018  
Finance costs                                
Accretion     652,106       608,255       1,291,285       1,213,160  
Interest expense on Convertible Notes     4,669       4,835       9,316       9,716  
Interest expense on leases     2,257       -       7,759       -  
    $ 659,032     $ 613,090     $ 1,308,360     $ 1,222,876  

 

13

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

10.         Financial Instruments

 

The Corporation classified the fair value of the financial instruments according to the following fair value hierarchy based on the amount of observable inputs used to value the instruments:

 

The three levels of the fair value hierarchy are:

 

Level 1 – Values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 – Values based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

Level 3 – Values based on prices or valuation techniques that are not based on observable market data.

 

At June 30, 2019 and December 31, 2018, the levels in the Fair Value hierarchy into which the Corporation’s financial assets and liabilities are measured and recognized on the balance sheet at fair value are categorized as follows:

 

                June 30, 2019  
    Level 1     Level 2     Level 3  
Convertible Note Derivative (Note 6)   $ -     $ -     $ 27,454,720  
Warrant Derivative (Note 4)     -       -       130,592  
    $ -     $ -     $ 27,585,312  

 

                December 31, 2018  
    Level 1     Level 2     Level 3  
Convertible Note Derivative (Note 6)   $ -     $ -     $ 48,479,797  
Warrant Derivative (Note 4)     -       -       454,819  
    $ -     $ -     $ 48,934,616  

 

11.         Segmented Information

 

The Corporation operates in one segment, being the exploration, evaluation and potential development of the Stibnite Gold Project. Details on a geographic basis are as follows:

 

    June 30, 2019     December 31, 2018  
Assets by geographic segment, at cost                
Canada                
Current assets   $ 32,495,399     $ 29,852,503  
Non-current assets     126,471       20,878  
      32,621,870       29,873,381  
United States                
Current assets     951,762       568,264  
Non-current assets     71,606,700       71,508,885  
      72,558,462       72,077,149  
    $ 105,180,331     $ 101,950,530  

 

14

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the six and three months ended June 30, 2019 and 2018

(Unaudited, expressed in US dollars)

 

12.         Commitments

 

a. Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $335,000 bond related to the Corporation’s exploration activities.

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at June 30, 2019, the remaining option payments due on the Cinnabar property are $120,000, which will be paid over the next three years. The agreement includes an option to extend up to 20 years.

 

b. Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q4 2020 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho and eight communities and counties throughout the West Central Mountains region of Idaho.

 

13.         Subsequent Events

 

Subsequent to June 30, 2019, the Corporation granted 95,000 stock options with an exercise price of C$0.63 that will expire in five years from the date of grant.

 

15

 

 

Exhibit 99.34

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

INTRODUCTION

 

The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial condition and results of operations of Midas Gold Corp. (“Midas Gold” or the “Corporation”) for the three and six months ended June 30, 2019. This MD&A should be read in conjunction with Midas Gold’s unaudited condensed consolidated interim financial statements (“Interim Financial Statements”) for the three and six months ended June 30, 2019 prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting (“IAS 34”), using accounting policies that are consistent with the International Financial Reporting Standards (“IFRS”), and the MD&A of Midas Gold for the year ended December 31, 2018. Additional corporate information, including Midas Gold’s most recent Annual Information Form (“AIF”) and other continuous disclosure documents can be accessed through the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com and the Corporation’s website at www.midasgoldcorp.com.

 

To the extent applicable, updated information contained in this MD&A supersedes older information contained in previously filed continuous disclosure documents. Information contained on the Corporation’s website that is not incorporated by reference does not form part of this MD&A. This MD&A contains forward-looking statements that are based on certain estimates and assumptions and involve risks and uncertainties. Actual results may vary materially from management’s expectations. See the “Forward-Looking Statements” and “Risks and Uncertainties” sections in this MD&A for further information. All “$” dollars in this MD&A are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

The information in this MD&A is provided as at August 9, 2019.

 

OVERVIEW

 

Midas Gold was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho (the “District”). The Corporation’s common shares trade on the Toronto Stock Exchange (“TSX”). The corporate office of Midas Gold is located at 890 - 999 West Hastings St, Vancouver, BC, V6C 2W2, Canada.

 

QUARTER HIGHLIGHTS

 

On April 2, 2019, the Corporation announced that it had been advised that the U.S. Forest Service (“USFS”) anticipates issuing a draft Environmental Impact Statement (“EIS”) for public comment in late Q4 2019, with a Final EIS and Draft Record of Decision (“ROD”) in Q3 2020 and a Final ROD in late Q4 2020. This updated schedule incorporates the impacts of the partial shutdown of the federal government and additional modelling of alternatives requested by the regulators. The USFS will issue quarterly updates to the anticipated schedule as the process advances, if there are any changes. There were no changes to the schedule in the three months ended June 30, 2019.

 

On April 4, 2019, the Corporation announced that it had filed a final short-form base Shelf Prospectus with the securities commissions in each of the provinces of Canada, except Quebec. The Shelf Prospectus will allow Midas Gold to offer and issue up to C$200 million of common shares, warrants, subscription receipts, units, debt securities, or any combination of such securities (collectively, the “Securities”) during the next 25-months. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, which would be set forth in a subsequently filed prospectus supplement.

 

Midas Gold Corp. | Management’s Discussion & Analysis    1

 

 

 

In connection with the Shelf Prospectus filings, the Corporation also filed an amended technical report entitled “Stibnite Gold Project, Prefeasibility Study Technical Report, Valley County, Idaho” dated effective December 8, 2014 and amended March 28, 2019 (the “PFS”). Amendments to the PFS include changes to clarify that the mineral resource estimate is consistent with the CIM Definition Standards adopted by the CIM Council on May 10, 2014 (with no resulting changes to the mineral resource estimate in the PFS), and to remove the comparison of the 2012 preliminary economic assessment.

 

On April 16, 2019, the Corporation announced it had provided an initial cash grant of $100,000 and issued 1.5 million common shares in the capital of the Corporation, valued at $877,500, to launch the Stibnite Foundation in Idaho. These grants to the Stibnite Foundation (the “Foundation”) were made in accordance with the Corporation’s ongoing annual and milestone funding obligations pursuant to the terms of the Community Agreement, details of which can be found in the Corporation’s December 4, 2018 news release. The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho and eight communities and counties throughout the West Central Mountains region of Idaho.

 

On June 6, 2019 the Corporation announced that it had been advised that the Nez Perce Tribe intends to initiate legal action against the Corporation and its subsidiaries related to alleged water quality impacts related to historical mining activity undertaken prior to Midas Gold’s involvement in the site. Midas Gold has never conducted any mining operations at site and therefore has no control or responsibility for any pollutant discharges. The Corporation has been working closely with the Idaho Department of Environmental Quality and the United States Environmental Protection Agency to gain permission to take action and learn more about the specific causes of degraded water quality. Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), Midas Gold is not legally responsible for legacy impacts at site caused by previous mining companies. The proposed Stibnite Gold Project, as set out in the Corporation’s Plan of Restoration and Operations, submitted to regulators in 2016, is designed to resolve many problems facing the site – including reconnecting fish to their native spawning grounds, fixing the largest source of sedimentation in the river and removing tailings and waste that degrade water quality. Subsequent to the end of the quarter, on August 9, 2019, the Corporation announced that the Nez Perce Tribe initiated their legal action in Federal Court, against the Corporation and its subsidiaries as outlined in their notice of intent to sue the company reported on June 6, 2019. Midas Gold announced that it will vigorously defend the lawsuit over water quality in the Stibnite Mining District related to historical mining activity dating back over 80 years and long before the Corporation acquired property on the site.

 

On June 10, 2019 the Corporation entered into an agreement with RBC Capital Markets and BMO Capital Markets (as co-lead underwriters) and Haywood Securities in connection with a bought deal public offering (the “Offering”) of 33,200,000 common shares of the Corporation (the “Common Shares”). The Common Shares were offered at a price of C$0.60 per Common Share for gross proceeds of C$19,920,000. Paulson & Co. Inc participated in the Offering in order to maintain its pro rata partially diluted interest of 29.11% of outstanding Common Shares. Barrick Gold Corporation (“Barrick”) acquired Sufficient Common Shares so as to give Barrick a 19.9% ownership interest of all outstanding Common Shares upon completion of the Offering.

 

FORWARD-LOOKING STATEMENTS

 

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”).

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects", “budget”, “estimates”, “intends”, “anticipates”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

 

With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; 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 Corporation's expectations; that the current exploration, development, environmental and other objectives concerning the Project can be achieved and that the Corporation's other corporate activities will proceed as expected; that the formal review process under the National Environmental Policy Act (including a joint review process involving the USFS, the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and environmental impact statement will proceed in a timely manner and as expected; that the current price and demand for gold and other metals 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 Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

Midas Gold Corp. | Management’s Discussion & Analysis    2

 

 

 

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by such forward-looking information. In addition to those discussed in the Corporation's public disclosure record, such risks and other factors include, among others, the risks and uncertainties set out under the heading “Risks and Uncertainties” in this MD&A.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such 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 MD&A to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

2019 OUTLOOK AND GOALS

 

During 2019, Midas Gold’s objectives are to continue to advance the permitting process for the Stibnite Gold Project under National Environmental Policy Act and, in parallel, to advance the technical work and studies needed to support the completion of a feasibility study for the Project. In conjunction with the foregoing, Midas Gold will continue to engage and consult with regulators, communities, tribes and other stakeholders to the best of its ability in respect of the concepts for the Project set out in the Plan of Restoration and Operations (“PRO”) in order to ensure that plans for the restoration and redevelopment of the Project addresses concerns and issues to the extent environmentally, technically and commercially feasible.

 

The Corporation continues to balance the timing and prioritization of expenditures with the intention of delivering the Corporation’s major objectives in a timely and cost-effective manner.

 

Midas Gold Corp. | Management’s Discussion & Analysis    3

 

 

 

RESULTS OF OPERATIONS

 

Net (Income)/Loss and Comprehensive (Income)/Loss

 

    Three Months Ended     Six Months Ended  
    June 30, 2019     June 30, 2018     June 30, 2019     June 30, 2018  
EXPENSES                        
Consulting   $ 38,643     $ 3,217     $ 38,643     $ 39,643  
Corporate salaries and benefits     245,483       147,955       448,280       234,252  
Depreciation     58,698       79,445       125,203       157,520  
Directors’ fees     33,465       32,234       62,414       64,799  
Exploration and evaluation     6,150,128       6,479,128       11,740,783       12,282,427  
Office and administrative     (6,059 )     7,727       55,462       80,905  
Professional fees     83,957       48,254       146,883       66,860  
Share based compensation     372,595       297,701       1,141,473       805,167  
Shareholder and regulatory     123,617       98,371       233,789       204,642  
Travel and related costs     80,294       106,164       114,436       130,816  
OPERATING LOSS   $ 7,180,821     $ 7,300,196     $ 14,107,366     $ 14,067,031  
                                 
OTHER (INCOME) EXPENSES                                
Change in fair value of warrant derivative   $ (155,231 )   $ (26,152 )   $ (324,227 )   $ 285,230  
Change in fair value of convertible note derivative     (14,228,614 )     1,701,676       (22,637,383 )     26,270,610  
Finance costs     659,032       613,090       1,308,360       1,222,876  
Foreign exchange loss/(gain)     1,320,033       (1,571,741 )     2,501,729       (3,452,161 )
Interest income     (127,631 )     (145,585 )     (284,081 )     (193,786 )
   Total other expenses   $ (12,532,411 )   $ 571,288     $ (19,435,602 )   $ 24,132,769  
                                 
Net (Income)/Loss and Comprehensive (Income)/Loss   $ (5,351,590 )   $ 7,871,484     $ (5,328,236 )   $ 38,199,800  

 

Net income and comprehensive income for Midas Gold for the three and six month periods ended June 30, 2019 was $5.4 million and $5.3 million, respectively, compared with a loss of $7.9 million and $38.2 million for the corresponding periods of 2018. This $43.5 million change for the six months was primarily attributable to a $48.9 million increase in non-cash gains related to the change in the fair value of the Convertible Note Derivative, a $0.6 million increase in non-cash gains related to the change in fair value of the warrant derivative and a $0.5 million decrease in exploration and evaluation expenses. These gains were partially offset by a $6.0 million increase in foreign exchange losses and a $0.3 million increase in share-based compensation. As noted above, for the three and six months ended June 30, 2019, the Corporation’s main focus was the continued evaluation and advancement of the Stibnite Gold Project. An analysis of each line item follows.

 

Consulting

 

This expense relates to consulting services provided to the Corporation that do not relate to the exploration and evaluation of the Stibnite Gold Project. The expense for the three and six months ended June 30, 2019 is consistent with the comparable periods in the previous year.

 

Midas Gold Corp. | Management’s Discussion & Analysis    4

 

 

 

Corporate Salaries and Benefits

 

This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily Canadian corporate employees. Salaries and benefits for the three and six months ended June 30, 2019 are higher than the comparable periods in the prior year due to the timing and amount of short-term incentive accruals.

 

Depreciation

 

This expense relates to the depreciation of the Corporation’s building and equipment. The expense for the three and six months ended June 30, 2019 is lower than the comparable periods in the previous year due to building and equipment being fully depreciated.

 

Directors’ Fees

 

Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the Chair of the Board, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. This expense for the three and six months ended June 30, 2019 is consistent with the comparable periods in the previous year.

 

Exploration and Evaluation

 

This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labour, drilling, field office costs, engineering, permitting, environmental and sustainability costs. The Corporation’s exploration and evaluation expenses during the three and six months ended June 30, 2019 are lower than the same periods in the prior year primarily due to a decrease in drilling and engineering work, partially offset by increases in permitting expenditures and higher legal and sustainability costs. Additional details of expenditures incurred are as follows:

 

    Three Months Ended     Six Months Ended  
    June 30, 2019     June 30, 2018     June 30, 2019     June 30, 2018  
Exploration and Evaluation Expenditures                                
Consulting and labor cost     1,379,945       1,462,437       2,515,617       2,621,602  
Drilling     -       270,868       -       458,360  
Field office and drilling support     470,650       707,809       860,971       1,132,670  
Engineering     350,069       1,191,190       1,239,901       2,540,030  
Permitting     2,813,632       2,153,219       5,512,557       4,205,945  
Environmental and reclamation     -       546,501       -       1,063,944  
Legal and sustainability     1,135,832       147,104       1,611,737       259,876  
Exploration and Evaluation Expense   $ 6,150,128     $ 6,479,128     $ 11,740,783     $ 12,282,427  

 

Office and Administrative

 

This expense is primarily made up of costs associated with the maintenance of an office in Vancouver, BC. The costs for the three and six months ended June 30, 2019 are lower than the comparable periods in the prior year primarily due to the implementation of IFRS 16 in the current year.

 

Professional Fees

 

This expense relates to the legal and accounting costs of the Corporation. The costs for the three and six months ended June 30, 2019 are higher than the comparative periods in the prior year primarily due to additional professional fees related to transactions in the quarter.

 

Share Based Compensation

 

This expense is due to the compensation of directors, officers, employees and consultants that are share based. Shared based compensation for the three and six-months ended June 30, 2019 higher than the comparative periods in 2018 due to 0.9 million additional options granted during Q1 2019 and an increase in stock price over the previous year. The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model which uses various assumptions that are outlined in the Corporation’s condensed consolidated interim financial statements for the quarter ended June 30, 2019.

 

Shareholder and Regulatory

 

This expense is associated with marketing, licenses and fees, and shareholder communications. The expense for the three and six months ended June 30, 2019 is consistent with the comparable periods in the previous year.

 

Midas Gold Corp. | Management’s Discussion & Analysis    5

 

 

 

Travel and Related Costs

 

This expense is a result of travel and meal costs of the Corporation’s directors, officers, employees and consultants whilst undertaking business on behalf of the Corporation. The expense for the three and six months ended June 30, 2019 is consistent with the comparable periods in the previous year.

 

Change in Fair Value of Warrant Derivative

 

The Corporation issued 2,000,000 warrants in a financing transaction in May 2013, with an exercise price denominated in Canadian dollars. The Corporation determined that warrants with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from period to period have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. There are no circumstances under which Midas Gold will be required to pay cash upon exercise or expiry of the warrants or finder’s options (see Note 4 in the Interim Financial Statements).

 

Change in Fair Value of Convertible Note Derivative Liability

 

The Corporation issued unsecured Convertible Notes with an interest rate of 0.05% per annum in March 2016 with an exercise price denominated in Canadian dollars. The Corporation determined that the Convertible Notes with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from inception to balance date have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. The Convertible Note derivative is valued at fair value in accordance with IFRS. The change in fair value is due to a decrease in the Corporation’s share price. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 6 in the Interim Financial Statements).

 

Finance Costs

 

Finance costs for the Corporation include accretion and interest expense related to the Convertible Note Derivative as described above as well as interest expense on lease liabilities resulting from the implementation of IFRS 16, Leases, in the current year. These costs are higher than the comparable period in the previous year primarily due to the compounding interest on the principle balance of Convertible Notes.

 

Foreign Exchange

 

This loss is a result of the translation of the Corporation’s Canadian dollar denominated balances as at June 30, 2019, primarily on the Convertible Note and the Convertible Note Derivative. Foreign exchange losses have increased from the comparative three and six-months ended 2018 due to the change in the value of the Canadian dollar compared to the US dollar.

 

Interest Income

 

This income results from interest received on the Corporation’s cash balances. Interest income increased in the six months ended June 30, 2019 compared to the same period in the prior year as a result of higher average cash balances due to the June 2019 financing.

 

Balance Sheet

 

An analysis of the June 30, 2019 and December 31, 2018 statements of financial position of the Corporation follows.

 

Total Assets

 

Total assets increased during the six months ended June 30, 2019 from $102.0 million to $105.2 million primarily as a result of cash received during the June 2019 financing partially offset by cash used in operations to fund the Stibnite Gold Project.

 

Equity

 

Equity for the six months ended June 30, 2019 is higher than the equity reported at December 2018 due to an increase in share capital related to the June 2019 financing and a decrease in deficit, primarily related to the movement in the Convertible Note Derivative.

 

Midas Gold Corp. | Management’s Discussion & Analysis    6

 

 

 

Total Liabilities

 

Total liabilities decreased during the six months ended June 30, 2019 from $75.3 million to $56.8 million, primarily as a result of the change in fair value of the Convertible Note Derivative, which decreased from $48.5 million at December 31, 2018 to $27.5 million at June 30, 2019. The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Notes 4 and 5 in the Interim Financial Statements).

 

Cash Flows

 

Midas Gold’s net change in cash and cash equivalents for the three months ended June 30, 2019 was an inflow of $8.3 million (2018 - $31.6 million). The net change in cash and cash equivalents for the six months ended June 30, 2019 was an inflow of $2.9 million (2018 - $24.6 million inflow). The net inflows from financing and investing activities during the first half of 2019 were partially offset by outflows from operating activities.

 

Operating cash outflows for the three and six months ended June 30, 2019 were $6.2 million and $11.9 million respectively (2018 - $6.3 million and $13.5 million, respectively) and Financing cash inflows for the three and six months ended June 30, 2019 were $14.1 million and $14.3 million, respectively (2018 – $37.8 million and $38.2 million, respectively).

 

QUARTERLY RESULTS

 

The net income/(loss) and comprehensive income/(loss) of Midas Gold for the previous eight calendar quarterly periods is tabulated below.

 

Quarter Ended   Revenue     Net Income/(Loss) & Comprehensive Income/(Loss)     Basic & Diluted Income/(Loss) per Share     Total Assets     Long Term Liabilities     Cash Dividend  
      $       $       $       $       $       $  
June 30, 2019             5,351,590       0.02       105,180,331       53,399,620       -  
March 31, 2019             (23,354 )     0.00       96,818,816       65,508,948       -  
December 31, 2018     -       (5,995,672 )     (0.03 )     101,950,530       71,913,461       -  
September 30, 2018     -       (3,092,514 )     (0.01 )     109,212,038       73,472,963       -  
June 30, 2018     -       (7,871,484 )     (0.04 )     115,434,602       76,695,238       -  
March 31, 2018     -       (30,328,316 )     (0.16 )     83,701,538       76,007,461       -  
December 31, 2017     -       (4,012,506 )     (0.02 )     90,641,162       52,762,758       -  
September 30, 2017     -       (2,948,146 )     (0.02 )     97,010,277       57,075,780       -  

 

The Corporation had income in the current quarter primarily due to the change in fair value of the Convertible Note Derivative. In the past seven quarters, the Corporation had relatively consistent operating losses, the most significant variances to the net loss and comprehensive loss is the change in the fair value of the warrant derivative, the Convertible Note Derivative and foreign exchange losses on the Convertible Note and Convertible Note Derivative. Exploration and evaluation expenditures create variances dependent on the nature of the work that is being completed in each quarter. The long-term liability includes the Convertible Note Derivative, which is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 5 in the Interim Financial Statements).

 

CAPITAL RESOURCES AND LIQUIDITY

 

Capital resources of Midas Gold consist primarily of cash and cash equivalents. As at June 30, 2019, Midas Gold had cash and cash equivalents totaling approximately $32.8 million, approximately $0.6 million in other current assets and $3.2 million in trade and other payables. With its current capital resources, Midas Gold has sufficient funds to continue to advance the Stibnite Gold Project towards completion of a feasibility study and to continue to advance the regulatory process related to permitting for mine development, but additional funding will be required to complete this work. During 2019 and beyond, Midas plans to:

 

Midas Gold Corp. | Management’s Discussion & Analysis    7

 

 

 

Continue engaging with Project stakeholders to provide those stakeholders with the opportunity for better understanding of the Project concepts and to provide a forum for such stakeholders to provide further input into the Project, possible options and alternatives;

 

Continuing to collect environmental baseline data in support of the ongoing regulatory processes related to permitting for site restoration and redevelopment of the Project;

 

Continuing to advance the Project towards completion of a Feasibility Study;

 

Continuing to advance the regulatory process for the restoration and redevelopment of the Project, including the repair of legacy impacts and operation of a modern mining and processing facility that would provide a social and economic benefit to the local community and restoration of the Project site.

 

Midas Gold has a current liability of $0.1 million related to the warrant derivative. There are no circumstances under which Midas Gold will be required to pay any cash upon exercise or expiry of the warrants (see Note 4 in the Interim Financial Statements).

 

Midas Gold has long term liabilities of $53.2 million related to the Convertible Notes and the related embedded derivative. The Convertible Note derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash related to the $27.5 million Convertible Note Derivative upon conversion of the Convertible Notes (see Notes 5 and 6 in the Interim Financial Statements).

 

Midas Gold does not anticipate the payment of dividends in the foreseeable future.

 

It is management’s opinion, based on the Corporation’s current capital resources and liquidity, that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue to advance the Stibnite Gold Project through 2019, but will require additional funding to continue to finalise permitting of the Project in 2020 and beyond. Since expenditures post-2019 include discretionary items, reprioritization would allow the Corporation to meet its administrative and overhead requirements by deferring certain of these discretionary expenditures.

 

Contractual Obligations

 

Office Rent

 

The Corporation currently has one lease agreement for office space that is considered short-term in nature and therefore not included in the implementation of IFRS 16 and included on the statement of financial position. The total rent obligation over the next five years is $49,206 with all due within one year.

 

Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $168,000 bond related to the Corporation’s exploration activities.

 

Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q4 2020 based on the current permitting schedule and range from $0.1 million (during permitting) to $1 million (upon commencement of final reclamation phase) in cash each and 1.5 million in shares (on the commencement of commercial production). During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

Option Payments on Mining Claims

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at June 30, 2019, the remaining option payments due on the Cinnabar property are $120,000, which will be paid over the next three years. The agreement includes an option to extend up to 20 years.

 

Midas Gold Corp. | Management’s Discussion & Analysis    8

 

 

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Corporation has no off balance sheet arrangements as of June 30, 2019 and the date of this MD&A.

 

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

 

During the three and six months ended June 30, 2019 and 2018, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    Three Months Ended     Six Months Ended  
    June 30, 2019     June 30, 2018     June 30, 2019     June 30, 2018  
Salaries and benefits     188,150       190,833       372,416       413,567  
Share based compensation     103,012       75,802       308,126       260,704  
    $ 291,162     $ 266,635     $ 680,542     $ 674,271  

 

During the comparative period in the previous year, Bob Barnes retired from his role as Chief Operating Officer and therefore is no longer considered key management, however, he continues to serve the company in other capacities. No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the three and six months ended June 30, 2019 and 2018.

 

There were no balances outstanding with related parties at June 30, 2019 and December 31, 2018.

 

MINERAL PROPERTIES

 

Stibnite Gold Project

 

The Corporation and its subsidiaries’ property holdings at the Stibnite Gold Project are comprised of a contiguous package of unpatented federal lode claims, unpatented federal mill site claims, patented federal lode claims and patented mill site claims. As of June 30, 2019, this land position encompassed approximately 11,548 hectares held in 1,518 unpatented lode and mill site claims and patented land holdings. The Corporation acquired these rights under the 1872 Mining Law through a combination of transactions and staking and holds a portion under an option agreement. Bureau of Land Management claim rental payments, filings are current as of the date of this filing and the claims are all held in good standing. Normal maintenance and upkeep of the Project infrastructure continued during the quarter.

 

Permitting for Development

 

On December 13, 2016, the USFS reported that it had determined that the PRO filed by Midas Gold Idaho, Inc. on September 21, 2016 for the restoration, re-development and operation of the Stibnite Gold Project in Valley County, Idaho met the requirements for a plan of operations under USFS regulations allowing the USFS to commence the formal review of the Project under the National Environmental Policy Act ("NEPA"). The USFS completed public scoping under NEPA during the third quarter of 2017 and the regulatory and cooperating agencies are conducting reviews of the information provided by Midas Gold in its plan of restoration and operations and analyses of alternatives as required under NEPA. The NEPA review is being undertaken in a coordinated process by a total of seven federal, state and local agencies under a memorandum of understanding entered into in September 2017. The NEPA process is ongoing.

 

District Exploration

 

No drilling was completed during the reporting period. Other activities continued with efforts directed at updating geological, alteration and structural modelling of the mineral resources to support value engineering design, metallurgical programs and environmental studies for the Feasibility Study and permitting.

 

Midas Gold Corp. | Management’s Discussion & Analysis    9

 

 

 

Environmental and Other Matters Pertaining to the Stibnite Gold Project

 

The Project is located in a historic mining district with extensive and widespread exploration and mining activity, and related environmental effects, spanning nearly 100 years from the early 1900s until today. Actions by prior operators and government agencies have addressed some of the historic environmental issues, but extensive disturbance and effects remain.

 

For additional disclosure on Environmental and Other Matters refer to the Corporation’s Annual Information Form for the years ended December 31, 2018 and December 31, 2017, the prospectus dated June 30, 2011, the short form prospectus dated March 8, 2012 and the preliminary and final shelf prospectus dated March 12, 2019 and April 4, 2019, respectively. The Corporation is, and in future will continue to be, subject to federal, state and local statutes, rules and regulations related to, among other things, environmental protection, site access and construction activities. The environmental effects, if any, of current and future activities will be monitored and, where appropriate, mitigated, reclaimed and restored by the Corporation’s subsidiaries.

 

A number of environmental studies and regulatory investigations in the District identified numerous areas of potential environmental degradation related to past mining. In the past, regulatory actions under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”) and state law have been taken by the U.S. Environmental Protection Agency (“EPA”), the USFS and the Idaho Department of Environmental Quality (“IDEQ”) against historic mining operators. All of these regulatory activities and related clean-up programs pre-date any ownership or activity by the Corporation’s subsidiaries and neither the Corporation not its subsidiaries were ever operators of the site. Prior to its acquisitions in the District, the Corporation’s subsidiaries have conducted appropriate due diligence, comprising formal assessments of the properties comprising the Project, in order to avoid potential CERCLA liabilities related to past hazardous substance releases and to maintain its status as a bona fide prospective purchaser (“BFPP”) under CERCLA. The Corporation’s subsidiaries continue to discharge its continuing CERCLA obligations in the District in order to maintain their landowner liability protection. The Corporation itself has never had any ownership in the mineral properties comprising the Project.

 

Consent Decrees under CERCLA

 

Several of the patented lode and mill site claims acquired by subsidiaries of Midas Gold in the areas of the West End mill site claims previously used for processing operations are subject to a consent decree, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree provides the regulatory agencies (that were party to the agreement) access and the right to conduct remediation activities under their respective CERCLA and RCRA authorities as necessary and to prevent the release or potential release of hazardous substances. The consent decree also requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties acquired by subsidiaries of Midas Gold are also subject to a consent decree between the previous owner of those claims and the United States, which imposes certain obligations on that previous owner, including that the previous owner will cooperate with the EPA and USFS in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

As discussed above in the Quarter Highlights section, on June 6, 2019, the Corporation announced that it and its subsidiaries have been advised by the Nez Perce Tribe that it intends to initiate legal action against the Corporation and its subsidiaries related to water quality impacts due to historical mining activity prior to Midas Gold's and its subsidiaries involvement with the site. Neither Midas Gold or its subsidiaries caused the current water quality issues at the site. Neither Midas Gold nor its subsidiaries have ever conducted any mining operations at site and therefore has no control or responsibility for any pollutant discharges on the site. The Corporation's subsidiaries’ actions have been limited to studying current mineral resource potential and environmental conditions in the Stibnite Mining District, evaluating the optimal solutions for remediation and restoration and presenting those solutions to the governmental agencies with appropriate regulatory authority as part of an integrated redevelopment plan for the site. Midas Gold’s subsidiaries have routinely and continually met with environmental regulators on the issue of the site's water quality. The Corporation’s subsidiaries are working closely with the IDEQ and the EPA to gain permission to take further action and learn more about the specific causes of degraded water quality.

 

Plans for the Environmental Issues

 

The Corporation expects that issues related to existing environmental concern will be addressed as part of the currently ongoing permitting process for future mining operations. The Corporation recognizes the need to maintain the current designated uses, to improve water quality, enhance wildlife and aquatic habitat where practicable and to reduce sediment loads in the Project area wherever feasible as a component of its ongoing activities, in addition to providing for future mining activities, should they occur.

 

Midas Gold Corp. | Management’s Discussion & Analysis    10

 

 

 

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.

 

Accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of these consolidated financial statements include, among others, the useful lives of buildings and equipment, valuation of assets, valuation of share-based compensation, warrant and Convertible Note Derivatives, mineral resource estimates and the recoverable amount of exploration and evaluation expenditures.

 

Accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the accounting for its exploration and evaluation assets, recognition of deferred tax assets or liabilities, functional currency, fair value of the Convertible Note Derivative, expected economic lives of and the estimated future operating results and net cash flows from buildings and equipment and exploration and evaluation assets.

 

There have been no changes to accounting estimates or critical accounting judgments since December 31, 2018.

 

FINANCIAL INSTRUMENTS

 

The Corporation’s cash balance increased from $29,886,558 at December 31, 2018 to $32,828,086 at June 30, 2019. There have been no other significant changes in the Corporation’s financial instruments since December 31, 2018, with the exception of the change in fair value of the Convertible Note derivative, which is discussed in Results of Operations.

 

OUTSTANDING SHARE DATA

 

    August 9, 2019     June 30, 2019  
Common shares issued and outstanding     270,481,773       270,481,773  
Options outstanding     19,366,500       19,271,500  
Warrants outstanding     2,000,000       2,000,000  
Shares issuable on conversion of Convertible Note     140,955,666       140,955,666  
Total     432,803,939       432,708,939  

 

DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OF FINANCIAL REPORTING

 

The Corporation’s management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

DC&P are designed to provide reasonable assurance that material information relating to the Corporation is made known to the CEO and CFO during the reporting period and the information required to be disclosed by the Corporation is recorded, processed, summarized and reported in a timely and appropriate manner. ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with international financial reporting standards. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed and operated, they may not prevent or detect misstatements on a timely basis.

 

Midas Gold Corp. | Management’s Discussion & Analysis    11

 

 

 

The Corporation’s management, under the supervision of the CEO and CFO, has evaluated the design effectiveness of its DC&P and ICFR and concluded that, as of June 30, 2019, they are effective in providing reasonable assurance regarding required disclosures and the reliability of external financial reporting.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

National Instrument 52-109 also requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No changes were made to the Corporation's ICFR in the three months ended June 30, 2019 which have materially affected, or are reasonably likely to materially affect, ICFR.

 

EXTRACTIVE SECTOR TRANSPARENCY MEASURE ACT – REPORTING

 

In accordance with Canada’s Extractive Sector Transparency Measures Act (the “Act”) that was enacted on December 16, 2014 and brought into force on June 1, 2015, that is intended to contribute to global efforts to increase transparency and deter corruption in the extractive sector.  Midas Gold reports that for the three and six months ended June 30, 2019, it has made payments of fees and taxes, as defined by the Act, of US$323,279 and US$437,799 respectively, to the government entities below.  The Act only requires payments greater than C$100,000 to be reported and the Corporation will follow these requirements, however the Corporation has reported all payments above C$5,000 for additional transparency.

 

Quarter   Payee   Details   Amount  
2019 Q1   Nez Perce Tribe   Nez Perce tribe Ethnographic Study
  $ 50,000  
    Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
                 
    Idaho Department of Environmental Quality (“IDEQ”)   Reimbursement of expenditures related to on going IDEQ permitting   $ 11,155  
                 
    City of Riggins   Phase II donation for stage at city park in Riggins which will be utilized for multiple fundraising events in the community
  $ 5,000  
2019 Q2   US Forest Service   Reimbursement of salary and operating expenses for the USFS to oversee the EIS process for the Stibnite Gold Project for the first half of the year   $ 194,064  
                 
    US Forest Service   Reimbursement of expenses of the Ethnographic study for the Shoshone-Paiute Tribes   $ 70,850  
                 
    Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
                 
    Village of Yellow Pine   Community Agreement Payment   $ 10,000  
                 
    Total       $ 437,799  

 

Midas Gold Corp. | Management’s Discussion & Analysis    12

 

 

 

USE OF PROCEEDS

 

The Corporation received net proceeds of $14.1 million in June 2019 which were raised in the equity financing led by RBC Capital Markets and BMO Capital Markets. The Prospectus Supplement dated June 12, 2019 included a proposed use of proceeds that would be compared to expenditures from April 1, 2019 onwards. Use of proceeds as reported in the Prospectus Supplement included working capital as of March 31, 2019 of $21.8 million and net proceeds from the financing transaction, for a total of $36.0 million net funds available. A reconciliation of the use of proceeds based on the net funds available and expenditures during Q2 2019 is provided below:

 

Expense Category

(in millions)

  Proposed Use of Proceeds     Actual Use of Proceeds     Remaining to be Spent / Difference  
Permitting   $ 14.6     $ 2.8     $ 11.8  
Legal and sustainability     2.7       0.3       2.4  
Feasibility and engineering     3.2       0.4       2.8  
Field operations     2.9       0.5       2.4  
Consulting and labour     6.0       0.6       5.4  
Corporate expenses     2.8       0.9       1.9  
General working capital(i)     3.8       -       3.8  
    $ 36.0     $ 5.5     $ 30.5  

 

(i) Funds included in general working capital may be allocated to corporate expenses, business development and legal expenses.

 

RISKS AND UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

Industry Risks

 

· Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.
· Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

 

Midas Gold Corp. | Management’s Discussion & Analysis    13

 

 

 

· Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.
· Resource exploration and development is a high risk, speculative business.
· Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.
· Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.
· The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.
· Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

 

The Corporation’s Risks

 

· Midas Gold will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.
· Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common share in accordance with the terms of the Convertible Notes.
· Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.
· Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.
· Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.
· Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.
· Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.
· The Nez Perce Tribe has filed a notice of intent to sue under the Clean Water Act, and whether such lawsuit will be filed and the outcome of such cannot be determined at this time. If successful, this potential litigation could act to delay the Project. This is a new risk in the current quarter.
· Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.
· Midas Gold’s activities are subject to environmental liability.
· Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.
· Midas Gold’s future exploration and development efforts may be unsuccessful.
· Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.
· Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.
· Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.
· Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.
· Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining and exploration activities.
· Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

 

Midas Gold Corp. | Management’s Discussion & Analysis    14

 

 

 

· Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.
· Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.
· Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
· Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.
· A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.
· A cyber security incident could adversely affect Midas Gold’s ability to operate its business.

 

CAUTIONARY NOTE IN RESPECT OF MINERAL RESOURCES AND MINERAL RESERVES

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. The Project 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. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

 

The mineral resources and mineral reserves at the Project are contained within areas that have seen extensive disturbance resulting from prior mining activities. For Midas Gold to advance its interests at the Stibnite site, the Project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. However, Midas Gold is not aware of any environmental, permitting, legal or other reasons that would prevent it from advancing the Project.

 

This MD&A and the mineral resource and mineral reserve estimates referenced in this MD&A are reported in accordance with the requirements under Canadian securities laws, namely National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), which differ from the requirements under U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Midas Gold is not a SEC registered Corporation nor are any of its subsidiaries.

 

Midas Gold Corp. | Management’s Discussion & Analysis    15

 

 

 

 

 

 

Exhibit 99.35

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Stephen Quin, CEO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended June 30, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2019 and ended on June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 9, 2019

 

/s/ Stephen Quin  
Stephen Quin  
CEO  

 

 

 

 

 

Exhibit 99.36

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Darren Morgans, CFO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended June 30, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2019 and ended on June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 9, 2019

 

/s/ Darren Morgans  
Darren Morgans  
CFO  

 

 

 

 

 

Exhibit 99.37

 

 

 

  NEWS RELEASE

October 07, 2019

 

#2019-13
 

 

Permitting Process for Midas Gold’s Stibnite Gold Project Continues to Advance

 

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

 

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

 

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

 

Joint Review Process

 

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

 

Permitting Schedule

 

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

 

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

 

    Page 1 of 3

 

 

 

 

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

 

Next Steps in the Regulatory Process

 

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

 

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

 

Feasibility Study Status

 

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

 

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

 

Litigation Update

 

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

 

Stibnite Gold Project Permitting Background

 

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.

 

    Page 2 of 3

 

 

 

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

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

 

Forward-Looking Information

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

 

    Page 3 of 3

 

 

Exhibit 99.38

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(expressed in US Dollars)

 

 

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at September 30, 2019 and December 31, 2018

(Expressed in US dollars)

 

 

    Notes   September 30,
2019
    December 31,
2018
 
ASSETS                    
CURRENT ASSETS                    
Cash and cash equivalents       $ 25,882,651     $ 29,886,558  
Receivables         143,735       264,047  
Prepaid expenses         346,735       270,161  
        $ 26,373,121     $ 30,420,766  
NON-CURRENT ASSETS                    
Buildings and equipment       $ 279,252     $ 396,881  
Right-of-use assets   3     261,074       -  
Exploration and evaluation assets   4     71,383,369       71,132,883  
        $ 71,923,695     $ 71,529,764  
TOTAL ASSETS       $ 98,296,817     $ 101,950,530  
                     
LIABILITIES AND EQUITY                    
CURRENT LIABILITIES                    
Trade and other payables       $ 3,975,124     $ 2,921,175  
Warrant derivative (i)   5     102,581       454,819  
Lease liabilities   3     87,357       -  
        $ 4,165,063     $ 3,375,994  
NON-CURRENT LIABILITIES                    
Convertible notes   6   $ 26,111,168     $ 23,433,664  
Convertible note derivative (ii)   7     24,195,248       48,479,797  
Non-current lease liabilities   3     187,741       -  
        $ 50,494,157     $ 71,913,461  
TOTAL LIABILITIES       $ 54,659,220     $ 75,289,455  
                     
EQUITY                    
Share capital   8   $ 283,156,807     $ 267,595,776  
Equity reserve   8     25,600,585       24,394,532  
Deficit         (265,119,795 )     (265,329,233 )
TOTAL EQUITY       $ 43,637,597     $ 26,661,075  
TOTAL LIABILITIES AND EQUITY       $ 98,296,817     $ 101,950,530  

 

Commitments and contingencies – Notes 3 and 12

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with International Financial Reporting Standards (“IFRS”). There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants. See Note 5.
(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 7.

 

See accompanying notes to condensed consolidated interim financial statements

 

2

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF NET (INCOME)/LOSS AND COMPREHENSIVE (INCOME)LOSS

For the three and nine months ended September 30, 2019 and 2018

(expressed in US dollars, except for number of shares)

 

 

        Three Months Ended     Nine Months Ended  
    Notes  

September 30,

2019

   

September 30,

2018

   

September 30,

2019

   

September 30,

2018

 
EXPENSES                            
Consulting       $ 59,780     $ 1,446     $ 98,423     $ 41,089  
Corporate salaries and benefits         145,142       138,490       593,422       372,742  
Depreciation         60,317       55,098       185,520       212,618  
Directors’ fees         34,376       30,599       96,790       95,398  
Exploration and evaluation   9     7,357,290       6,045,149       19,098,073       18,327,576  
Office and administrative         40,560       51,390       96,022       132,295  
Professional fees         38,415       6,612       185,298       73,471  
Share based compensation   8     359,886       234,498       1,501,359       1,039,665  
Shareholder and regulatory         36,434       55,049       270,224       259,691  
Travel and related costs         55,973       56,402       170,409       187,219  
OPERATING LOSS       $ 8,188,174     $ 6,674,733     $ 22,295,541     $ 20,741,764  
                                     
OTHER (INCOME)/EXPENSES                                    
Change in fair value of warrant derivative (i)   5   $ (28,011 )   $ (94,213 )   $ (352,238 )   $ 191,016  
Change in fair value of convertible note derivative (ii)   7     (2,944,310 )     (5,121,941 )     (25,581,693 )     21,148,669  
Finance costs   10     689,766       621,633       1,998,126       1,844,509  
Foreign exchange (gain)/loss         (609,150 )     1,246,338       1,892,579       (2,205,823 )
Gain on sale of building and equipment         (18,500 )     -       (18,500 )     -  
Interest income         (159,170 )     (234,036 )     (443,251 )     (427,822 )
Total other (income)/expenses       $ (3,069,375 )   $ (3,582,219 )   $ (22,504,977 )   $ 20,550,549  
                                     
NET LOSS/(INCOME) AND COMPREHENSIVE LOSS/(INCOME)       $ 5,118,799     $ 3,092,514     $ (209,436 )   $ 41,292,314  
                                     
NET LOSS PER SHARE, BASIC AND DILUTED       $ 0.02     $ 0.01     $ 0.00     $ 0.02  
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED         270,481,773       234,702,490       249,196,193       210,862,600  

 

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants. See Note 5.

(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 7.

 

See accompanying notes to condensed consolidated interim financial statements

 

3

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

For the nine months ended September 30, 2019 and 2018

(Expressed in US dollars, except for number of shares)

 

 

        Share Capital                    
    Note   Shares     Amount     Equity Reserve     Deficit     Total  
BALANCE, January 1, 2018         186,356,265     $ 228,787,138     $ 23,635,064     $ (218,041,248 )   $ 34,380,954  
Share based compensation   8     -       -       969,183       -       969,183  
Private placement   8     46,551,731       38,065,907       -       -       38,065,907  
Share issue cost   8     -       (542,635 )     -       -       (542,635 )
Exercise of options   8     1,871,998       1,265,256       (465,722 )     -       799,534  
Net loss and comprehensive loss for the period         -       -       -       (41,292,314 )     (41,292,314 )
BALANCE, September 30, 2018         234,779,994     $ 267,575,666     $ 24,138,524     $ (259,333,562 )   $ 32,380,629  
                                             
                                             
BALANCE, January 1, 2019         234,812,690     $ 267,595,775     $ 24,394,533     $ (265,329,233 )   $ 26,661,074  
Share based compensation   8     -       -       1,526,123       -       1,526,123  
Public offering   8     33,200,000       14,929,176       -       -       14,929,176  
Share issue cost   8     -       (844,832 )     -       -       (844,832 )
Shares based payments   8     1,500,000       877,500       -       -       877,500  
Shares issued through Stock Appreciation Rights   8     137,383       97,424       (122,188 )     -       (24,764 )
Exercise of options   8     831,700       501,763       (197,882 )     -       303,882  
Net income and comprehensive income for the period         -       -       -       209,436       209,436  
BALANCE, September 30, 2019         270,481,773     $ 283,156,807     $ 25,600,586     $ (265,119,797 )   $ 43,637,595  

 

See accompanying notes to condensed consolidated interim financial statements

 

4

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the three and nine months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

        Three Months Ended     Nine Months Ended  
    Notes  

September 30,

2019

   

September 30, 2018

   

September 30,

2019

   

September 30,

2018

 
OPERATING ACTIVITIES:                                    
Net (loss)/income       $ (5,118,799 )   $ (3,092,514 )   $ 209,436     $ (41,292,314 )
Adjustments for:                                    
Share based compensation   8     359,886       234,498       1,526,123       1,039,665  
Share based payments   8b     -       -       877,500       -  
Depreciation         60,317       55,098       185,520       212,618  
Accretion and interest expense   6,10     689,766       621,633       1,998,126       1,844,509  
Gain on disposal of buildings and equipment         (18,500 )     -       (18,500 )     -  
Change in fair value of warrant derivative   5     (28,011 )     (94,214 )     (352,238 )     191,016  
Change in fair value of convertible note derivative   7     (2,944,310 )     (5,121,941 )     (25,581,693 )     21,148,669  
Unrealized foreign exchange (loss)/gain         (587,511 )     1,235,008       1,983,044       (2,208,254 )
Interest income         (159,170 )     (234,036 )     (443,251 )     (427,822 )
Changes in:                                    
Receivables         227,169       (34,744 )     189,333       (43,961 )
Prepaid expenses         211,756       169,090       (76,574 )     (9,906 )
Trade and other payables         806,542       (77,770 )     1,053,949       (330,020 )
Net cash used in operating activities       $ (6,500,865 )   $ (6,339,892 )   $ (18,449,225 )   $ (19,875,800 )
INVESTING ACTIVITIES:                                    
Investment in exploration and evaluation assets       $ (250,486 )   $ (235,290 )   $ (250,486 )   $ (235,290 )
Purchase of buildings and equipment         -       (35,147 )     (20,456 )     (120,960 )
Sale of buildings and equipment         18,500       -       18,500       -  
Interest received         (151,151 )     163,126       374,230       310,651  
Net cash (used in)/provided by investing activities       $ (383,137 )   $ (107,311 )   $ 121,788     $ (45,599 )
FINANCING ACTIVITIES:                                    
Proceeds from issuance of common shares through financing   8   $ -     $ -     $ 14,929,176     $ 38,065,907  
Payment of transaction costs on issuance of common shares through financing   8     -       -       (844,832 )     (542,635 )
Proceeds from issuance of common shares through exercise of options         -       29,711       279,117       729,052  
Interest paid on Convertible Notes   6     -       -       (18,727 )     (19,276 )
Payment of lease liabilities         (28,378 )     -       (48,181 )     -  
Net cash (used in)/provided by financing activities       $ (28,378 )   $ 29,711     $ 14,296,563     $ 38,233,048  
Effect of foreign exchange on cash and cash equivalents         (33,056 )     43,024       26,967       (55,445 )
Net (decrease)/increase in cash and cash equivalents         (6,945,434 )     (6,374,467 )     (4,003,907 )     18,256,206  
Cash and cash equivalents, beginning of period         32,828,086       43,546,096       29,886,558       18,915,423  
Cash and cash equivalents, end of period       $ 25,882,651     $ 37,171,629     $ 25,882,651     $ 37,171,629  
                                     
Cash       $ 1,979,075     $ 3,097,730     $ 1,979,075     $ 3,097,730  
Investment savings         5,635,279       10,614,285       5,635,279       10,614,285  
GIC and term deposits         18,268,297       23,459,614       18,268,297       23,459,614  
Total cash and cash equivalents       $ 25,882,651     $ 37,171,629     $ 25,882,651     $ 37,171,629  

 

See accompanying notes to condensed consolidated interim financial statements

 

5

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

1. Nature of Operations

 

Midas Gold Corp. (“the Corporation” or “Midas Gold”) was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA. The Corporation’s principal asset is the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Corporation currently operates in one segment, mineral exploration in the United States. The corporate office of Midas Gold is located at 890-999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada.

 

2. Basis of Preparation

 

a. Statement of Compliance

 

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting (“IAS 34”), using accounting policies that are consistent with the IFRS as issued by the International Accounting Standards Board.

 

b. Basis of Presentation

 

The preparation of these condensed consolidated interim financial statements is based on the accounting policies consistent with those applied to the consolidated financial statements of Midas Gold for the year ended December 31, 2018, except for those discussed herein and further detailed in Note 3 related to the implementation of IFRS 16.

 

These condensed consolidated interim financial statements do not include all information required for full financial statements and should be read in conjunction with the consolidated financial statements of Midas Gold for the year ended December 31, 2018. There have been no changes in judgments or estimates since December 31, 2018.

 

These condensed consolidated interim financial statements for the three and nine-month periods ended September 30, 2019 and 2018 were approved and authorized for issue by the board of directors on November 12, 2019. All “$” dollars included herein are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

c. Adoption of New Accounting Standards

 

The Corporation applied IFRS 16 with a date of initial application of January 1, 2019 using the modified retrospective approach, under which the cumulative effect of initial application, if any, is recognized in retained earnings at January 1, 2019. The details of the changes in accounting policies are disclosed below.

 

At inception of a contract, the Corporation assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset (a right-to-use, or “ROU” asset) for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Corporation assesses whether:

 

- The contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset.
- The Corporation has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

 

6

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

2. Basis of Preparation (continued)

 

- The Corporation has the right to direct the use of the asset. The Corporation has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Corporation has the right to direct the use of the asset if either:
     
o The Corporation has the right to operate the asset; or
o The Corporation designed the asset in a way that predetermines how and for what purpose it will be used.

 

If a contract is deemed to be, or contains, a lease, the Corporation recognizes an ROU asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The Corporation has elected not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement, as a practical expedient permissible under IFRS 16.

 

The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. The estimated useful lives of ROU assets are determined on the same basis as those of property and equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The ROU asset is presented as a separate line in the condensed consolidated statement of financial position.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Corporation’s incremental borrowing rate. Both the current and non-current lease liability are presented as separate lines in the condensed consolidated statement of financial position.

 

Lease payments to be included in the measurement of the lease liability comprise the following:

 

- Fixed payments, including in-substance fixed payments;
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- Amounts expected to be payable under a residual value guarantee; and
- The exercise price under a purchase option that the Corporation is reasonably certain to exercise, lease payments in an optional renewal if the Corporation is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Corporation is reasonably certain not to terminate early.

 

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Corporation’s estimate of the amount expected to be payable under a residual value guarantee, or if the Corporation changes its assessment of whether it will exercise a purchase, extension or termination option.

 

7

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

2. Basis of Preparation (continued)

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

 

The Corporation has elected not to recognize ROU assets and lease liabilities for leases of low-value assets and short-term leases that have a lease term of less than 12 months and where extension clauses within the original contract have been fully utilized. The Corporation recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

In the comparative period, assets held under leases were all classified as operating leases under IAS 17 and were not recognized in the Corporation’s statement of financial position. Payments made under operating leases were recognized in profit or loss on a straight-line basis over the term of the lease. There were no leases in place at the prior year end that would not qualify for the exemptions permissible for short-term leases and leases of low-value assets under IFRS 16.

 

3. Leases

 

The Corporation leases building space for the Corporate office in Vancouver, BC, and for the U.S. subsidiaries in Donnelly, ID and has identified these leases to have ROU assets. As at September 30, 2019, these are the only leases identified to have ROU assets. The Corporation is utilizing an incremental borrowing rate of 10% for calculating lease liabilities and ROU assets.

 

ROU Assets

 

    Property  
Balance, January 1, 2019   $ -  
Additions     308,510  
Depreciation charge for the period     (47,435 )
Balance, September 30, 2019   $ 261,074  

 

Lease Liabilities

 

   

September 30,

2019

 
Maturity analysis – contractual undiscounted cash flows        
Less than one year   $ 110,019  
One to five years     204,621  
Total undiscounted lease liabilities at September 30, 2019   $ 314,640  
Lease liabilities included in the statement of financial position at September 30, 2019   $ 275,098  
Current     87,357  
Non-Current     187,741  

 

Amounts recognized in profit and loss

 

   

September 30,

2019

 
Depreciation expense of ROU assets   $ (47,435 )
Expenses relating to short-term leases     (122,835 )
Expenses relating to leases of low-value assets     (12,041 )
Interest on lease liabilities     (14,760 )

 

8

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

3. Leases (continued)

 

Payments made during the period for leases where the Corporation has elected to not recognize ROU assets and lease liabilities are recognized in the statement of net loss and comprehensive loss are presented in the table above.

 

Amounts recognized in the statement of cash flows

 

   

September 30,

2019

 
Total payments on lease liability   $ (48,171 )
Principal on leases     (33,411 )
Interest expense     (14,760 )

 

4. Exploration and Evaluation Assets

 

At September 30, 2019 and December 31, 2018, the Corporation’s exploration and evaluation assets at the Stibnite Gold Project were as follows:

 

    December 31,           September 30,  
    2018     Additions     2019  
Acquisition Costs                        
Interest on notes payable   $ 116,546     $ -     $ 116,546  
Mineral claims     83,538,047       250,486       83,788,533  
Royalty interest     1,026,750       -       1,026,750  
Sale of royalty interest     (13,548,460 )     -       (13,548,460 )
Balance   $ 71,132,883     $ 250,486     $ 71,383,369  

 

At December 31, 2017 and 2018, the Corporation’s exploration and evaluation assets at the Stibnite Gold Project were as follows:

 

    December 31,           December 31,  
    2017     Additions     2018  
Acquisition Costs                        
Interest on notes payable   $ 116,546     $ -     $ 116,546  
Mineral claims     83,262,757       275,290       83,538,047  
Royalty interest     1,026,750       -       1,026,750  
Sale of royalty interest     (13,548,460 )     -       (13,548,460 )
Balance   $ 70,857,593     $ 275,290     $ 71,132,883  

 

Summary

 

The Corporation acquired mineral rights to the Stibnite Gold Project through several transactions. All mineral rights are held at 100% through patented and unpatented mineral and mill site claims, except the Cinnabar claims which are held under an option to purchase agreement, and all of the Stibnite Gold Project is subject to a 1.7% net smelter returns royalty.

 

The Cinnabar claims are subject to an option agreement amendment dated December 1, 2016, which states that from and after the date of the amended agreement and any time during the term of the amended agreement, the Corporation has the option to own 100% of the Cinnabar claim group at no further cost. The amended agreement also states that if the Corporation elects not to exercise the option of ownership, the option will remain in good standing with payments of $40,000 per year for five years paid on each

 

9

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

4. Exploration and Evaluation Assets (continued)

 

December 1 beginning in 2017. At the end of the five years, rather than elect to take ownership of the Cinnabar claim group the Corporation has the option to extend the agreement for an additional 15 years, with annual payments each year on December 1st as follows: 2022 – 2026: $25,000; 2027 – 2031: $30,000; and 2032 – 2036: $35,000. As at September 30, 2019, $830,000 had been paid to date on the amended option agreement and original option agreement, dated May 3, 2011, which gives the Corporation the option to acquire the property at no further cost. At completion of the amended option agreement, the Corporation will have paid $950,000 in total related to the claims.

 

Mineral Rights

 

Although the Corporation has taken steps to verify mineral rights to the properties in which it has an interest and, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Corporation’s title and interests. Mineral title may be subject to unregistered prior agreements and noncompliance with regulatory requirements.

 

5. Warrant Derivative

 

In May 2013, the Corporation issued to Franco Nevada Corporation (“Franco”) 2,000,000 share purchase warrants (“Franco Warrants”). The Franco Warrants are exercisable into 2,000,000 common shares of the Corporation at C$1.23 per warrant. The Franco Warrants contain a mandatory conversion feature which requires Franco to exercise 100% of the outstanding warrants if, at any time, the volume weighted average trading price of Midas Gold’s common shares is equal to or greater than C$3.23 for a period of 30 consecutive trading days. The Franco Warrants expire on May 9, 2023.

 

The exercise price of the Franco Warrants is denominated in Canadian dollars; however, the functional currency of the Corporation is the US Dollar. As a result of this difference in currencies, the proceeds that will be received by the Corporation are not fixed and will vary based on foreign exchange rates and the warrants are a derivative and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as a non-cash gain or loss in the condensed consolidated statement of net loss and comprehensive loss. Upon exercise, the holders will pay the Corporation the respective exercise price for each warrant exercised in exchange for one common share of Midas Gold and the fair value at the date of exercise and the associated non-cash liability will be reclassified to share capital.  The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain in the condensed consolidated statement of net loss and comprehensive loss. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants.

 

A reconciliation of the change in fair values of the derivative is below:

 

    Fair Value of Warrant Derivative  
Balance, December 31, 2018   $ 454,819  
Change in fair value of warrant derivative     (352,238 )
Balance, September 30, 2019   $ 102,581  

 

10

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

5. Warrant Derivative (continued)

 

The fair value of the warrants was calculated using the Black-Scholes valuation model. The inputs used in the Black-Scholes valuation model are:

 

   

September 30,

2019

   

December 31,

2018

 
Share price   C$0.60     C$0.96  
Exercise price   C$1.23     C$1.23  
Expected term (in years)   1.6     2.4  
Expected share price volatility   63%   65%
Annual rate of quarterly dividends   0%   0%
Risk-free interest rate   1.6%   1.9%

 

6. Convertible Notes

 

On March 17, 2016, the Corporation issued unsecured convertible notes (the “Convertible Notes”) for gross proceeds of $38.5 (C$50.0) million. The Convertible Notes bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity, and have a maturity date of March 17, 2023. On the maturity date, the outstanding principal amount of the Convertible Notes is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation at a price of C$0.3541 per share. If there is an equity financing completed at 95% of C$0.3541, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice when the Corporation’s common shares reach a price of C$0.7082 or higher. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

During March of 2019, the second annual interest payment was made to note holders in cash, in the amount of $18,727.

 

The Convertible Notes are deemed to contain an embedded derivative (“Convertible Note Derivative”) relating to the conversion option. The Convertible Note Derivative was valued upon initial recognition at fair value using partial differential equation methods at $19.8 million (Note 7). At inception, the gross proceeds of the Convertible Notes were reduced by the estimated fair value of the Convertible Note Derivative ($19.8 million) and the transaction costs related to the Convertible Notes ($0.4 million) resulting in a balance of $18.3 million. The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method. The expected value of the Convertible Notes at maturity is $37.7 million (C$49.9 million) based on the exchange rate at September 30, 2019 (2018 - $38.6 million (C$49.9 million)).

 

The components of the Convertible Notes are summarized as follows:

 

    Convertible Notes  
Balance, December 31, 2018   $ 23,433,664  
Accretion and Interest Expense     1,983,365  
Interest Payments     (18,727 )
Foreign exchange adjustments     712,867  
Balance, September 30, 2019   $ 26,111,168  

 

11

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

7. Convertible Note Derivative

 

The Convertible Note Derivative related to the Convertible Notes (Note 6) was valued upon initial recognition at fair value of $19.8 million using partial differential equation methods and is subsequently re-measured at fair value at each period end through the condensed consolidated statement of net loss and comprehensive loss. The components of the Convertible Note Derivative are summarized as follows:

 

    Convertible Note  Derivative  
Balance, December 31, 2018   $ 48,479,797  
Fair value adjustment     (25,581,693 )
Foreign exchange adjustments     1,297,144  
Balance, September 30, 2019   $ 24,195,248  

 

Upon conversion of the Convertible Notes, the fair value of the Convertible Note Derivative and the carrying value of the Convertible Notes will be reclassified to share capital.  There are no circumstances in which the Corporation would be required to pay any cash upon conversion of the Convertible Notes.

 

The fair value of the Convertible Note Derivative was calculated using partial differential equation methods. The inputs used in the valuation model include the following, with a change in share price having the most significant impact on the valuation:

 

    September 30,
2019
    December 31,
2018
 
Risk-free interest rate     1.5%       1.9%  
Expected term (in years)     3.5       4.2  
Share Price     C$0.60       C$0.96  
Credit Spread     10%       10%  
Implied discount on share price     37% - 26%       37% - 26%  
Expected share price volatility     58%       56%  

 

8. Share Capital

 

a. Authorized

 

Unlimited number of common shares without par value.

Unlimited number of first preferred shares without par value.

Unlimited number of second preferred shares without par value.

 

b. Common Shares Issued

 

On June 19, 2019, the Corporation issued 33,200,000 shares at a price of C$0.60 per common share, for gross proceeds of $14.9 million (C$19.9 million) with transaction costs of $0.8 million (C$1.1 million). The net proceeds of the issuance were $14.1 million (C$18.8 million).

 

On April 16, 2019, the Corporation issued 1,500,000 common shares in the capital of the Company, valued at $877,500, to launch the Stibnite Foundation in Idaho. These grants to the Stibnite Foundation were made in accordance with the Company’s ongoing annual and milestone funding obligations pursuant to the terms of the Community Agreement between Midas Gold Idaho and eight communities and counties throughout the West Central Mountains regions of Idaho.

 

12

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

8. Share Capital (continued)

 

c. Share purchase options

 

Under the terms of the Corporation's Stock Option Plan, the maximum number of shares reserved for issuance under the Plan is 10% of the issued shares on a rolling basis. Options may be exercisable over periods as determined by the Board of Directors of the Corporation and the exercise price shall not be less than the five day weighted-average share price on the day preceding the award date, subject to regulatory approval. The Stock Option Plan includes a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. All stock options granted are subject to vesting, with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant.

 

A summary of share purchase option activity within the Corporation’s share based compensation plan for the year ended December 31, 2018 and nine months ended September 30, 2019 is as follows:

 

   

 

Number of Options

    Weighted Average
Exercise Price (C$)
 
Balance, December 31, 2017     13,930,750     $ 0.68  
Options granted     5,220,000       0.72  
Options expired     (10,000 )     0.71  
Options terminated via SAR     (645,000 )     0.83  
Options exercised     (1,811,675 )     0.56  
Balance December 31, 2018     16,684,075     $ 0.70  
Options granted     4,460,000       0.95  
Options expired     (543,375 )     0.70  
Options terminated via SAR     (402,500 )     0.62  
Options exercised     (831,700 )     0.52  
Balance, September 30, 2019     19,366,500     $ 0.77  

 

The number of outstanding options represents 7.2% of the issued and outstanding shares at September 30, 2019. During the three and nine months ended September 30, 2019, the Corporation’s total share-based compensation was $359,886 and $1,501,359, respectively (2018 - $234,498 and $1,039,665). This is comprised of $359,886 and $1,526,123, respectively, in periodic stock based compensation related to options granted (2018 - $360,976 and $1,146,145, respectively) and nil and $(24,764), respectively, related to SAR activity (2018 – $126,478 and $106,480).

 

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The weighted average inputs used in the Black-Scholes option pricing model are:

 

    Nine Months Ended  
   

September 30,

2019

   

September 30,

2018

 
Fair value options granted   $0.60     $0.39  
Risk-free interest rate   1.8%   2.1%
Expected term (in years)   5.0     5.0  
Expected share price volatility   64%   64%
Expected dividend yield   -     -  
Expected forfeiture   5%   5%

 

13

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

8. Share Capital (continued)

 

An analysis of outstanding share purchase options as at September 30, 2019 is as follows:

 

    Options Outstanding     Options Exercisable  
Range of
Exercise
Prices (C$)
  Number     Weighted
Average
Exercise
Price (C$)
    Weighted
Average
Remaining
Contractual
Life (Years)
    Number     Weighted
Average
Exercise
Price (C$)
    Weighted
Average
Remaining Contractual
Life (Years)
 
$0.31 - $0.46     2,897,625     $ 0.40       0.8       2,897,625     $ 0.40       0.8  
$0.59 - $0.72     5,055,125     $ 0.62       2.9       3,174,500     $ 0.63       2.5  
$0.82 - $0.89     5,268,750     $ 0.88       2.4       4,015,313     $ 0.88       2.3  
$0.91 - $0.98     6,145,000     $ 0.96       4.0       1,358,750     $ 0.97       4.1  
$0.31 - $0.98     19,366,500     $ 0.77       2.8       11,446,188     $ 0.70       2.2  

 

d. Warrants

 

There was a total of 2,000,000 warrants outstanding as of both December 31, 2018 and September 30, 2019.

 

9. Exploration and Evaluation Expenditures

 

The Corporation’s exploration and evaluation expenditures at the Stibnite Gold Project for the three and nine months ended September 30, 2019 and 2018 were as follows:

 

    Three Months Ended     Nine Months Ended  
   

September 30,

2019

   

September 30,

2018

   

September 30,

2019

   

September 30,

2018

 
Exploration and Evaluation Expenditures                                
Consulting and labour cost     1,054,379       1,286,818       3,569,996       3,908,419  
Drilling     -       403       -       458,763  
Field office and drilling support     800,479       1,054,681       1,661,450       2,187,351  
Engineering     472,350       1,009,691       1,712,251       3,549,721  
Permitting     4,591,314       2,131,932       10,103,871       6,337,877  
Environmental and reclamation     -       386,200       -       1,450,145  
Legal and sustainability     438,768       175,424       2,050,505       435,300  
    $ 7,357,290     $ 6,045,149     $ 19,098,073     $ 18,327,576  

 

14

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

10. Finance Costs

 

The Corporation’s finance costs for the three and nine months ended September 30, 2019 and 2018 were as follows:

 

    Three Months Ended     Nine Months Ended  
   

September 30,

2019

   

September 30,

2018

   

September 30,

2019

   

September 30,

2018

 
Finance costs                                
Accretion     677,984       616,804       1,969,269       1,829,964  
Interest expense on Convertible Notes     4,781       4,829       14,097       14,545  
Interest expense on leases     7,001       -       14,760       -  
    $ 689,766     $ 621,633     $ 1,998,126     $ 1,844,509  

 

11. Segmented Information

 

The Corporation operates in one segment, being the exploration, evaluation and potential development of the Stibnite Gold Project. Details on a geographic basis are as follows:

 

   

September 30,

2019

   

December 31,

2018

 
Assets by geographic segment, at cost                
Canada                
Current assets   $ 25,869,515     $ 29,852,503  
Non-current assets     113,288       20,878  
      25,982,803       29,873,381  
United States                
Current assets     503,606       568,264  
Non-current assets     71,810,407       71,508,885  
      72,314,014       72,077,149  
    $ 98,296,817     $ 101,950,530  

 

12. Commitments and Contingencies

 

a. Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $335,000 bond related to the Corporation’s exploration activities.

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at September 30, 2019, the remaining option payments due on the Cinnabar property are $120,000, which will be paid over the next three years. The agreement includes an option to extend up to 20 years.

 

b. Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision issued by the US Forest Service, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q4 2020 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

15

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the nine and three months ended September 30, 2019 and 2018

(Expressed in US dollars)

 

 

12. Commitments and Contingencies (continued)

 

The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho, Inc. and eight communities and counties throughout the West Central Mountains region of Idaho.

 

c. Legal Update

 

On August 8, 2019, the Nez Perce Tribe filed a complaint in the United States District Court for the District of Idaho claiming that Midas Gold Corp. and its related companies are violating the Clean Water Act by failing to secure permits for point source water pollution allegedly occurring at Midas Gold’s Stibnite Gold Project site. On October 9, 2019, Midas Gold filed a motion to stay the litigation based on certain considerations. On October 25, 2019, Midas Gold filed a motion to dismiss the complaint. Midas Gold believes that the case will be ultimately dismissed.

 

16

 

 

Exhibit 99.39

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

INTRODUCTION

 

The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial condition and results of operations of Midas Gold Corp. (“Midas Gold” or the “Corporation”) for the three and nine months ended September 30, 2019. This MD&A should be read in conjunction with Midas Gold’s unaudited condensed consolidated interim financial statements (“Interim Financial Statements”) for the three and nine months ended September 30, 2019 prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting (“IAS 34”), using accounting policies that are consistent with the International Financial Reporting Standards (“IFRS”), and the MD&A of Midas Gold for the year ended December 31, 2018. Additional corporate information, including Midas Gold’s most recent Annual Information Form (“AIF”) and other continuous disclosure documents can be accessed through the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com and the Corporation’s website at www.midasgoldcorp.com.

 

To the extent applicable, updated information contained in this MD&A supersedes older information contained in previously filed continuous disclosure documents. Information contained on the Corporation’s website that is not incorporated by reference does not form part of this MD&A. This MD&A contains forward-looking statements that are based on certain estimates and assumptions and involve risks and uncertainties. Actual results may vary materially from management’s expectations. See the “Forward-Looking Statements” and “Risks and Uncertainties” sections in this MD&A for further information. All “$” dollars in this MD&A are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

The information in this MD&A is provided as at November 12, 2019.

 

OVERVIEW

 

Midas Gold was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho (the “District”). The Corporation’s common shares trade on the Toronto Stock Exchange (“TSX”). The corporate office of Midas Gold is located at 890 - 999 West Hastings St, Vancouver, BC, V6C 2W2, Canada.

 

QUARTER HIGHLIGHTS

 

On August 8, 2019 the Nez Perce Tribe followed on from its Notice of Intent to sue (as reported last quarter on June 6, 2019) by filing suit in federal court on matters pertaining to water quality in the Stibnite Mining District related to historical mining activity dating back over 80 years and long before the Company acquired any rights to the site. Midas Gold is not, and has never, operated on site and is not responsible for the existing contamination but has proposed the Stibnite Gold Project (“Project”) as a means for providing the much-needed cleanup of historical waste polluting the area today. Since well before the suit was filed, Midas Gold has been working closely with the Idaho Department of Environmental Quality and the United States Environmental Protection Agency to gain permission to take immediate action and learn more about the specific causes of degraded water quality in a number of locations. Midas Gold firmly believes that it is not legally responsible for cleanup of site legacy impacts caused by previous mining companies or directed by government agencies. However, the Company wants to be part of the solution. Subsequent to quarter end, in the normal progression of such litigation, Midas Gold filed a request for a stay of proceedings based on the progress in respect of ongoing discussions with Federal and State regulators on a path that would end the litigation as well as a request for a dismissal of the suit based on other considerations. Both motions have been consolidated for judicial review in mid-December and are expected to be ruled on as early as late Q4 2019. Independent from its defense of this lawsuit, the Company will continue moving forward with its longstanding work to assess and improve water quality in the area, restore the site and return the site to environmental standards not seen in decades through responsible, modern mining.

 

Midas Gold Corp. | Management’s Discussion & Analysis     1

 

 

Subsequent to Quarter end, on October 7, 2019, Midas Gold provided an update on the progress in permitting for the Project, and on advancements in the completion of a feasibility study for the Project.

 

FORWARD-LOOKING STATEMENTS

 

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”).

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects", “budget”, “estimates”, “intends”, “anticipates”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

 

With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; 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 Corporation's expectations; that the current exploration, development, environmental and other objectives concerning the Project can be achieved and that the Corporation's other corporate activities will proceed as expected; that the formal review process under the National Environmental Policy Act (“NEPA”) (including a joint review process involving the United States Forest Service (“USFS”), the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and environmental impact statement will proceed in a timely manner and as expected; that the progression of the litigation involving the Nez Perce Tribe will proceed and be ruled on by the court on the basis and within the time frame as expected; that the current price and demand for gold and other metals 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 Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by such forward-looking information. In addition to those discussed in the Corporation's public disclosure record, such risks and other factors include, among others, the risks and uncertainties set out under the heading “Risks and Uncertainties” in this MD&A.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such 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 MD&A to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

2019 OUTLOOK AND GOALS

 

During the remainder of 2019, Midas Gold’s objectives continue to be to advance the permitting process for the Stibnite Gold Project under NEPA and, in parallel, to advance the technical work and studies needed to support the completion of a feasibility study for the Project. In conjunction with the foregoing, Midas Gold will continue to engage and consult with regulators, communities, tribes and other stakeholders to the best of its ability in respect of the concepts for the Project set out in the Plan of Restoration and Operations (“PRO”) in order to ensure that plans for the restoration and redevelopment of the Project addresses concerns and issues to the extent environmentally, technically and commercially feasible. As part of this ongoing process, Midas Gold submitted a modified version of the PRO to the regulators in Q2/19 which incorporates a number of refinements to the original PRO that are designed to reduce footprint and improve environmental outcomes and enhance habitat. This modified PRO is being considered alongside other alternatives being assessed by the regulators under NEPA. Currently, the next milestone for the Project is the publication of the Draft EIS, which is anticipated to occur on or around the end of 2019, followed by a public comment period in Q1/20 and, subsequently, the publication of a final feasibility study for the Project. The extended permitting schedule related to delays announced in 2018 and early 2019, has provided Midas Gold the opportunity to undertake certain value engineering exercises and, where appropriate, to include the results of such evaluations in the planned feasibility study. As part of this Project optimization process, Midas Gold’s personnel and its consultants are working to optimize various aspects of the Project, including mine planning, scheduling and stockpiling, plant layout and water management strategies.

 

Midas Gold Corp. | Management’s Discussion & Analysis     2

 

 

The Corporation continues to balance the timing and prioritization of expenditures with the intention of delivering the Corporation’s major objectives in a timely and cost-effective manner.

 

RESULTS OF OPERATIONS

 

Net Loss/(Income) and Comprehensive Loss/(Income)

 

    Three Months Ended     Nine Months Ended  
    September 30, 2019     September 30, 2018     September 30, 2019     September 30, 2018  
EXPENSES                        
Consulting   $ 59,780     $ 1,446     $ 98,423     $ 41,089  
Corporate salaries and benefits     145,142       138,490       593,422       372,742  
Depreciation     60,317       55,098       185,520       212,618  
Directors’ fees     34,376       30,599       96,790       95,398  
Exploration and evaluation     7,357,290       6,045,149       19,098,073       18,327,576  
Office and administrative     40,560       51,390       96,022       132,295  
Professional fees     38,415       6,612       185,298       73,471  
Share based compensation     359,886       234,498       1,501,359       1,039,665  
Shareholder and regulatory     36,434       55,049       270,224       259,691  
Travel and related costs     55,973       56,402       170,409       187,219  
OPERATING LOSS   $ 8,188,174     $ 6,674,733     $ 22,295,541     $ 20,741,764  
                                 
OTHER (INCOME)/EXPENSES                                
Change in fair value of warrant derivative   $ (28,011 )   $ (94,213 )   $ (352,238 )   $ 191,016  
Change in fair value of convertible note derivative     (2,944,310 )     (5,121,941 )     (25,581,693 )     21,148,669  
Finance costs     689,766       621,633       1,998,126       1,844,509  
Foreign exchange (gain)/loss     (609,150 )     1,246,338       1,892,579       (2,205,823 )
Gain on sale of building and equipment     (18,500 )     -       (18,500 )     -  
Interest income     (159,170 )     (234,036 )     (443,251 )     (427,822 )
   Total other (income)/expenses   $ (3,069,375 )   $ (3,582,219 )   $ (22,504,977 )   $ 20,550,549  
                                 
Net Loss/(Income) and Comprehensive Loss/(Income)   $ 5,118,799     $ 3,092,514     $ (209,436 )   $ 41,292,314  

 

Midas Gold Corp. | Management’s Discussion & Analysis     3

 

 

Net loss and comprehensive loss for Midas Gold for the three-month period ended September 30, 2019 was $5.1 million compared with a loss of $3.1 million for the comparative period in 2018. Net income and comprehensive income for the nine-month period ended September 30, 2019 was $0.2 million, compared with a loss of $41.3 million for the comparative period in 2018. The $41.5 million change for the nine months was primarily attributable to a $46.7 million increase in non-cash gains related to the change in the fair value of the embedded derivative (“Convertible Note Derivative”) on the convertible notes (“Convertible Notes”, see Note 7 in the Financial Statements) and a $0.5 million increase in non-cash gains related to the change in fair value of the warrant derivative (see Note 5 in the Financial Statements). These gains were partially offset by foreign exchange losses of $4.1 million, a $0.8 million increase in exploration and evaluation expenses and a $0.5 million increase in share-based compensation as compared to the prior period. As noted above, for the three and nine months ended September 30, 2019, the Corporation’s main focus was the continued evaluation and advancement of the Stibnite Gold Project.

 

An analysis of each line item follows.

 

Consulting

 

This expense relates to consulting services provided to the Corporation that do not relate to the exploration and evaluation of the Stibnite Gold Project. The expense for the three and nine months ended September 30, 2019 is higher than the comparable periods in the previous year primarily as a result of increased costs associated with the Project finance advisor.

 

Corporate Salaries and Benefits

 

This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily Canadian corporate employees. Salaries and benefits for the three and nine months ended September 30, 2019 are higher than the comparable periods in the prior year due to the timing and amount of short-term incentive accruals.

 

Depreciation

 

This expense relates to the depreciation of the Corporation’s building and equipment. The expense for the current quarter is comparable to the same period in the previous year. The expense for the nine months ended September 30, 2019 is lower than the comparable period in the previous year due to building and equipment being fully depreciated.

 

Directors’ Fees

 

Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the Chair of the Board, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. This expense for the three and nine months ended September 30, 2019 is consistent with the comparable periods in the previous year.

 

Exploration and Evaluation

 

This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labour, drilling, field office costs, engineering, permitting, environmental and sustainability costs. The Corporation’s exploration and evaluation expenses during the three and nine months ended September 30, 2019 are higher than the same periods in the prior year primarily due to increases in permitting expenditures and legal and sustainability costs, partially offset by decreases in field office and drilling support and engineering expenditures. Additional details of expenditures incurred are as follows:

 

    Three Months Ended     Nine Months Ended  
    September 30, 2019     September 30, 2018     September 30, 2019     September 30, 2018  
Exploration and Evaluation Expenditures                                
Consulting and labor cost     1,054,379       1,286,818       3,569,996       3,908,419  
Drilling     -       403       -       458,763  
Field office and drilling support     800,479       1,054,681       1,661,450       2,187,351  
Engineering     472,350       1,009,691       1,712,251       3,549,721  
Permitting     4,591,314       2,131,932       10,103,871       6,337,877  
Environmental and reclamation     -       386,200       -       1,450,145  
Legal and sustainability     438,768       175,424       2,050,505       435,300  
Exploration and Evaluation Expense   $ 7,357,290     $ 6,045,149     $ 19,098,073     $ 18,327,576  

 

Midas Gold Corp. | Management’s Discussion & Analysis     4

 

 

Office and Administrative

 

This expense is primarily made up of costs associated with the maintenance of an office in Vancouver, BC. The costs for the three and nine months ended September 30, 2019 are lower than the comparable periods in the prior year primarily due to the implementation of IFRS 16 in the current year.

 

Professional Fees

 

This expense relates to the legal and accounting costs of the Corporation. The costs for the three and nine months ended September 30, 2019 are higher than the comparative periods in the prior year primarily due to additional professional fees related to transactions in the current year.

 

Share Based Compensation

 

This expense is due to the compensation of directors, officers, employees and consultants that are share based. Shared based compensation for the three and nine months ended September 30, 2019 is higher than the comparative periods in 2018 due to 0.9 million more options being granted during Q1 2019 versus Q1 2018 and an increase in stock price, at the time of grant, over the previous year. The fair value of options granted is estimated at the time of grant using the Black-Scholes option pricing model which uses various assumptions that are outlined in the Corporation’s condensed consolidated interim financial statements for the quarter ended September 30, 2019.

 

Shareholder and Regulatory

 

This expense is associated with marketing, licenses and fees, and shareholder communications. The expense for the three and nine months ended September 30, 2019 is consistent with the comparable periods in the previous year.

 

Travel and Related Costs

 

This expense is a result of travel and meal costs of the Corporation’s directors, officers, employees and consultants whilst undertaking business on behalf of the Corporation. The expense for the three and nine months ended September 30, 2019 is consistent with the comparable periods in the previous year.

 

Change in Fair Value of Warrant Derivative

 

The Corporation issued 2,000,000 warrants in a financing transaction in May 2013, with an exercise price denominated in Canadian dollars. The Corporation determined that warrants with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from period to period have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. There are no circumstances under which Midas Gold will be required to pay cash upon exercise or expiry of the warrants or finder’s options (see Note 5 in the Interim Financial Statements).

 

Change in Fair Value of Convertible Note Derivative Liability

 

The Corporation issued unsecured Convertible Notes with an interest rate of 0.05% per annum in March 2016 with an exercise price denominated in Canadian dollars. The Corporation determined that the Convertible Notes with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from inception to balance date have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. The Convertible Note derivative is valued at fair value in accordance with IFRS. The change in fair value is due to a decrease in the Corporation’s share price. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 7 in the Financial Statements).

 

Finance Costs

 

Finance costs for the Corporation include accretion and interest expense related to the Convertible Note as described above as well as interest expense on lease liabilities resulting from the implementation of IFRS 16, Leases, in the current year. These costs are higher in the three and nine months ended September 30, 2019 as compared to the same periods in the previous year primarily due to the compounding interest on the principle balance of Convertible Notes.

 

Foreign Exchange

 

This loss is a result of the translation of the Corporation’s Canadian dollar denominated balances as at September 30, 2019, primarily on the Convertible Notes and the Convertible Note Derivative. Foreign exchange losses have decreased from the comparative three months ended 2018 and increased from the comparative nine months ended 2018 due to the change in the value of the Canadian dollar compared to the US dollar.

 

Midas Gold Corp. | Management’s Discussion & Analysis     5

 

 

Interest Income

 

This income results from interest received on the Corporation’s cash balances. Interest income decreased in the three months ended September 30, 2019 compared to the same period in the prior year as a result of lower average cash balances. Interest income for the nine months ended September 30, 2019 is comparable to the same period in the prior year.

 

Balance Sheet

 

An analysis of the September 30, 2019 and December 31, 2018 statements of financial position of the Corporation follows.

 

Total Assets

 

Total assets decreased during the nine months ended September 30, 2019 from $102.0 million to $98.3 million primarily as a result of cash used in operations to fund the Stibnite Gold Project partially offset by cash received during the June 2019 financing.

 

Equity

 

Equity for the nine months ended September 30, 2019 is higher than the equity reported at December 2018 due to an increase in share capital related to the June 2019 financing and a decrease in deficit, primarily related to the movement in the Convertible Note Derivative.

 

Total Liabilities

 

Total liabilities decreased during the nine months ended September 30, 2019 from $75.3 million to $54.7 million, primarily as a result of the change in fair value of the Convertible Note Derivative, which decreased from $48.5 million at December 31, 2018 to $24.2 million at September 30, 2019. The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Notes 6 and 7 in the Interim Financial Statements).

 

Cash Flows

 

Midas Gold’s net change in cash and cash equivalents for the three months ended September 30, 2019 was an outflow of $6.9 million (2018 - $6.4 million). The net change in cash and cash equivalents for the nine months ended September 30, 2019 was an outflow of $4.0 million (2018 - $18.3 million inflow). The net outflows from operating activities during the first nine months of 2019 were partially offset by inflows from financing and investing activities.

 

Operating cash outflows for the three and nine months ended September 30, 2019 were $6.5 million and $18.4 million respectively (2018 - $6.3 million and $19.8 million respectively) and financing cash flows for the three and nine months ended September 30, 2019 were $0.0 and a $14.3 million inflow, respectively (2018 – $0.0 and $38.2 million inflows, respectively).

 

QUARTERLY RESULTS

 

The net (loss)/income and comprehensive (loss)/income of Midas Gold for the previous eight calendar quarterly periods is tabulated below.

 

    Revenue     Net Loss &
Comprehensive
Loss
    Basic & Diluted
Loss per Share
    Total Assets     Long Term
Liabilities
    Cash
Dividend
 
Quarter Ended   $     $     $     $     $     $  
September 30, 2019     -       (5,118,799 )     (0.02 )     98,296,817       50,494,157       -  
June 30, 2019             5,351,590       0.02       105,180,331       53,399,620       -  
March 31, 2019             (23,354 )     0.00       96,818,816       65,508,948       -  
December 31, 2018     -       (5,995,672 )     (0.03 )     101,950,530       71,913,461       -  
September 30, 2018     -       (3,092,514 )     (0.01 )     109,212,038       73,472,963       -  
June 30, 2018     -       (7,871,484 )     (0.04 )     115,434,602       76,695,238       -  
March 31, 2018     -       (30,328,316 )     (0.16 )     83,701,538       76,007,461       -  
December 31, 2017     -       (4,012,506 )     (0.02 )     90,641,162       52,762,758       -  

 

Midas Gold Corp. | Management’s Discussion & Analysis     6

 

 

The Corporation has had relatively consistent operating losses over the past two years, the most significant variances to the net loss and comprehensive loss is the change in the fair value of the warrant derivative, the Convertible Note Derivative and foreign exchange losses on the Convertible Notes and Convertible Note Derivative. Income reported in the previous quarter was primarily due to the change in fair value of the Convertible Note Derivative. Exploration and evaluation expenditures create variances dependent on the nature of the work that is being completed in each quarter. The long-term liability includes the Convertible Note Derivative, which is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 6 in the Interim Financial Statements).

 

CAPITAL RESOURCES AND LIQUIDITY

 

Capital resources of Midas Gold consist primarily of cash and cash equivalents. As at September 30, 2019, Midas Gold had cash and cash equivalents totaling approximately $25.9 million, approximately $0.5 million in other current assets and $4.0 million in trade and other payables. With its current capital resources, Midas Gold has sufficient funds to continue to advance the Stibnite Gold Project towards completion of a feasibility study and to continue to advance the regulatory process related to permitting for mine development, but additional funding will be required to complete this work. During the remainder of 2019 and beyond, Midas plans to:

 

Continue engaging with Project stakeholders to provide those stakeholders with the opportunity for better understanding of the Project concepts and to provide a forum for such stakeholders to provide further input into the Project, possible options and alternatives;
     
Continue to collect environmental baseline data in support of the ongoing regulatory processes related to permitting for site restoration and redevelopment of the Project;
     
Continue to advance the Project towards completion of a Feasibility Study;
     
Continue to advance the regulatory process for the restoration and redevelopment of the Project, including the repair of legacy impacts and operation of a modern mining and processing facility that would provide a social and economic benefit to the local community and restoration of the Project site.

 

Midas Gold has a current liability of $0.1 million related to the warrant derivative. There are no circumstances under which Midas Gold will be required to pay any cash upon exercise or expiry of the warrants (see Note 5 in the Interim Financial Statements).

 

Midas Gold has long term liabilities of $50.3 million related to the Convertible Notes and the related embedded derivative. The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash related to the $24.2 million Convertible Note Derivative upon conversion of the Convertible Notes (see Notes 6 and 7 in the Interim Financial Statements).

 

Midas Gold does not anticipate the payment of dividends in the foreseeable future.

 

It is management’s opinion, based on the Corporation’s current capital resources and liquidity, that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue to advance the Stibnite Gold Project through 2019, but will require additional funding to continue to finalise permitting of, and the feasibility study on, the Project in 2020 and beyond. Since expenditures post-2019 include discretionary items, reprioritization would allow the Corporation to meet its administrative and overhead requirements by deferring certain of these discretionary expenditures.

 

Contractual Obligations

 

Office Rent

 

The Corporation currently has one lease agreement for office space that is considered short-term in nature and therefore not included in the implementation of IFRS 16 and included on the statement of financial position. The total rent obligation over the next five years is $24,603 with all due within one year.

 

Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $335,000 bond related to the Corporation’s exploration activities.

 

Midas Gold Corp. | Management’s Discussion & Analysis     7

 

 

Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q4 2020 based on the current permitting schedule and range from $0.1 million (during permitting) to $1 million (upon commencement of final reclamation phase) in cash each and 1.5 million in shares (on the commencement of commercial production). During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

Option Payments on Mining Claims

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at September 30, 2019, the remaining option payments due on the Cinnabar property are $120,000, which will be paid over the next three years. The agreement includes an option to extend up to 20 years.

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Corporation has no off balance sheet arrangements as of September 30, 2019 and the date of this MD&A.

 

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

 

During the three and nine months ended September 30, 2019 and 2018, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    Three Months Ended     Nine Months Ended  
    September 30, 2019     September 30, 2018     September 30, 2019     September 30, 2018  
Salaries and benefits     190,343       190,858       562,760       604,426  
Share based compensation     102,980       75,309       411,106       336,013  
    $ 293,324     $ 266,167     $ 973,866     $ 940,439  

 

During the comparative period in the previous year, Bob Barnes retired from his role as Chief Operating Officer and therefore is no longer considered key management, however, he continues to serve the company in other capacities. No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the three and nine months ended September 30, 2019 and 2018.

 

There were no balances outstanding with related parties at September 30, 2019.

 

MINERAL PROPERTIES

 

Stibnite Gold Project

 

The Corporation and its subsidiaries’ property holdings at the Stibnite Gold Project are comprised of a contiguous package of unpatented federal lode claims, unpatented federal mill site claims, patented federal lode claims and patented mill site claims. As of September 30, 2019, this land position encompassed approximately 11,548 hectares held in 1,518 unpatented lode and mill site claims and patented land holdings. The Corporation acquired these rights under the 1872 Mining Law through a combination of transactions and staking and holds a portion under an option agreement. Bureau of Land Management claim rental payments, filings were made during the quarter and are current as of the date of this filing and the claims are all held in good standing. Normal maintenance and upkeep of the Project infrastructure continued during the quarter.

 

Midas Gold Corp. | Management’s Discussion & Analysis     8

 

 

On July 31, 2019 a Federal District court judge overturned the federal government’s approval of the Rosemont Copper Project in Arizona and halted the project citing potential issues with the USDA Forest Service’s approval of the plan of operations proposed use of its unpatented lode mining claims. The Corporation is reviewing the decision to determine whether any modifications to the Corporation’s strategy are warranted.

 

Permitting for Development

 

On December 13, 2016, the USFS reported that it had determined that the Plan of Restoration and Operations (“PRO”) filed by Midas Gold Idaho, Inc. on September 21, 2016 for the restoration, re-development and operation of the Stibnite Gold Project in Valley County, Idaho met the requirements for a plan of operations under USFS regulations allowing the USFS to commence the formal review of the Project under NEPA. The USFS completed public scoping under NEPA during the third quarter of 2017 and the regulatory and cooperating agencies are conducting reviews of the information provided by Midas Gold in its plan of restoration and operations and analyses of alternatives as required under NEPA. The NEPA review is being undertaken in a coordinated process by a total of seven federal, state and local agencies under a memorandum of understanding entered into in September 2017. The NEPA process is ongoing.

 

District Exploration

 

No drilling was completed during the reporting period. Other activities continued with efforts directed at updating geological, alteration and structural modelling of the mineral resources to support value engineering design, metallurgical programs and environmental studies for the Feasibility Study and permitting.

 

Environmental and Other Matters Pertaining to the Stibnite Gold Project

 

The Project is located in a historic mining district with extensive and widespread exploration and mining activity, and related environmental effects, spanning nearly 100 years from the early 1900s until today. Actions by prior operators and government agencies have addressed some of the historic environmental issues, but extensive disturbance and adverse environmental impacts remain.

 

For additional disclosure on Environmental and Other Matters refer to the Corporation’s Annual Information Form for the years ending on December 31, 2018 and December 31, 2017, the prospectus dated June 30, 2011, the short form prospectus dated March 8, 2012 and the preliminary and final shelf prospectus dated March 12, 2019 and April 4, 2019, respectively. The Corporation is, and in future will continue to be, subject to federal, state and local statutes, rules and regulations related to, among other things, environmental protection, site access and construction activities. The environmental effects, if any, of current and future activities will be monitored and, where appropriate, mitigated, reclaimed and restored by the Corporation’s subsidiaries.

 

A number of environmental studies and regulatory investigations in the District identified numerous areas of potential environmental degradation related to past mining. In the past, regulatory actions under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”), and state law have been taken by the U.S. Environmental Protection Agency (“EPA”), the USFS and the Idaho Department of Environmental Quality (“IDEQ”) against historic mining operators. All of these regulatory activities and related clean-up programs pre-date any ownership or activity by the Corporation’s subsidiaries and neither the Corporation nor its subsidiaries were ever operators on the site. Prior to its acquisitions in the District, the Corporation’s subsidiaries conducted all appropriate inquiries into the previous ownership and uses of the site, which is comprised of formal assessments of the properties encompassing the Project, in order to maintain landowner liability protection as a bona fide prospective purchaser under CERCLA stemming from the presence of contamination to which they have not contributed. The Corporation’s subsidiaries continue to discharge their continuing CERCLA obligations in the District in order to maintain their landowner liability protection. The Corporation itself has never had any ownership in the mineral properties comprising the Project.

 

Consent Decrees under CERCLA

 

Several of the patented lode and mill site claims acquired by subsidiaries of Midas Gold in the areas of the West End mill site claims previously used for processing operations are subject to a consent decree, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree provides the regulatory agencies (that were party to the agreement) access and the right to conduct remediation activities under their respective CERCLA and RCRA authorities as necessary and to prevent the release or potential release of hazardous substances. The consent decree also requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties acquired by subsidiaries of Midas Gold are also subject to a consent decree between the previous owner of those claims and the United States, which imposes certain obligations on that previous owner, including that the previous owner will cooperate with the EPA and USFS in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

Midas Gold Corp. | Management’s Discussion & Analysis     9

 

 

As discussed above in the Quarter Highlights section, on June 6, 2019, the Corporation announced that it and its subsidiaries were advised by the Nez Perce Tribe that it intended to initiate legal action against the Corporation and its subsidiaries related to water quality impacts due to historical mining activity prior to Midas Gold's and its subsidiaries involvement with the site. The Tribe subsequently filed the legal action in the U.S. District Court of Idaho on August 8, 2019 and the Corporation is defending against the litigation.

 

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

 

Plans for the Environmental Issues

 

The Corporation expects that issues related to existing environmental concern will be addressed as part of the currently ongoing permitting process for future mining operations. The Corporation recognizes the need to improve overall water quality and to maintain the current designated uses for water quality standards, enhance wildlife and aquatic habitat where practicable and to reduce sediment loading in the Project area wherever feasible as a component of its ongoing activities, in addition to providing for future mining activities, should they occur.

 

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.

 

Accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of these consolidated financial statements include, among others, the useful lives of buildings and equipment, valuation of assets, valuation of share-based compensation, warrant and Convertible Note Derivatives, mineral resource estimates and the recoverable amount of exploration and evaluation expenditures.

 

Accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the accounting for its exploration and evaluation assets, recognition of deferred tax assets or liabilities, functional currency, fair value of the Convertible Note Derivative, expected economic lives of and the estimated future operating results and net cash flows from buildings and equipment and exploration and evaluation assets.

 

There have been no changes to accounting estimates or critical accounting judgments since December 31, 2018.

 

Midas Gold Corp. | Management’s Discussion & Analysis     10

 

 

FINANCIAL INSTRUMENTS

 

The Corporation’s cash balance decreased from $29,886,558 at December 31, 2018 to $25,882,651 at September 30, 2019. There have been no other significant changes in the Corporation’s financial instruments since December 31, 2018, with the exception of the change in fair value of the Convertible Note Derivative, which are discussed in Results of Operations.

 

OUTSTANDING SHARE DATA

    November 12, 2019     September 30, 2019  
Common shares issued and outstanding     270,656,773       270,481,773  
Options outstanding     19,191,500       19,366,500  
Warrants outstanding     2,000,000       2,000,000  
Shares issuable on conversion of Convertible Note     140,955,666       140,955,666  
Total     432,803,939       432,803,939  

 

DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OF FINANCIAL REPORTING

 

The Corporation’s management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

DC&P are designed to provide reasonable assurance that material information relating to the Corporation is made known to the CEO and CFO during the reporting period and the information required to be disclosed by the Corporation is recorded, processed, summarized and reported in a timely and appropriate manner. ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with international financial reporting standards. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed and operated, they may not prevent or detect misstatements on a timely basis.

 

The Corporation’s management, under the supervision of the CEO and CFO, has evaluated the design effectiveness of its DC&P and ICFR and concluded that, as of September 30, 2019, they are effective in providing reasonable assurance regarding required disclosures and the reliability of external financial reporting.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

National Instrument 52-109 also requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No changes were made to the Corporation's ICFR in the three months ended September 30, 2019 which have materially affected, or are reasonably likely to materially affect, ICFR.

 

EXTRACTIVE SECTOR TRANSPARENCY MEASURE ACT – REPORTING

 

In accordance with Canada’s Extractive Sector Transparency Measures Act (the “Act”) that was enacted on December 16, 2014 and brought into force on June 1, 2015, that is intended to contribute to global efforts to increase transparency and deter corruption in the extractive sector.  Midas Gold reports that for the three and nine months ended September 30, 2019, it has made payments of fees and taxes, as defined by the Act, of US$455,835 and US$893,634 respectively, to the government entities below.  The Act only requires payments greater than C$100,000 to be reported and the Corporation will follow these requirements, however the Corporation has reported all payments above C$5,000 for additional transparency.

 

Midas Gold Corp. | Management’s Discussion & Analysis     11

 

 

Quarter   Payee   Details   Amount  
2019 Q1   Nez Perce Tribe   Nez Perce tribe Ethnographic Study     $ 50,000  
                 
    Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
                 
    Idaho Department of Environmental Quality (“IDEQ”)   Reimbursement of expenditures related to on going IDEQ permitting   $ 11,155  
                 
    City of Riggins   Phase II donation for stage at city park in Riggins which will be utilized for multiple fundraising events in the community   $ 5,000  
                 
2019 Q2   US Forest Service   Reimbursement of salary and operating expenses for the USFS to oversee the EIS process for the Stibnite Gold Project for the first half of the year   $ 194,064  
                 
    US Forest Service   Reimbursement of expenses of the Ethnographic study for the Shoshone-Paiute Tribes   $ 70,850  
                 
    Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
                 
    Village of Yellow Pine   Community Agreement Payment   $ 10,000  
                 
2019 Q3   Bureau of Land Management   Mineral Claim Fees   $ 250,470  
                 
    Valley Count Road Department   Cost of resurfacing Johnson Creek Rd in accordance with a Mitigation agreement with the Nez Perce Tribe   $ 147,000  
                 
    Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
                 
    City of New Meadows   Donation to purchase playground equipment for the City Park   $ 10,000  
    Total       $ 893,634  

 

USE OF PROCEEDS

 

The Corporation received net proceeds of $14.1 million in June 2019 which were raised in the equity financing led by RBC Capital Markets and BMO Capital Markets. The Prospectus Supplement dated June 12, 2019 included a proposed use of proceeds that would be compared to expenditures from April 1, 2019 onwards. Use of proceeds as reported in the Prospectus Supplement included working capital as of March 31, 2019 of $21.8 million and net proceeds from the financing transaction, for a total of $36.0 million net funds available. A reconciliation of the use of proceeds based on the net funds available and expenditures during Q3 2019 is provided below:

 

Midas Gold Corp. | Management’s Discussion & Analysis     12

 

 

Expense Category

(in millions)

  Proposed Use
of Proceeds
    Actual
Use of
Proceeds
    Remaining to
be Spent /
Difference
 
Permitting   $ 14.6     $ 7.4     $ 7.2  
Legal and sustainability     2.7       1.6       1.1  
Feasibility and engineering     3.2       0.8       2.4  
Field operations     2.9       1.3       1.6  
Consulting and labour     6.0       2.0       4.0  
Corporate expenses     2.8       1.7       1.1  
General working capital(i)     3.8       -       3.8  
    $ 36.0     $ 14.8     $ 21.2  

 

(i) Funds included in general working capital may be allocated to corporate expenses, business development and legal expenses.

 

RISKS AND UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

Industry Risks

 

· Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.
     
· Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.
     
· Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.
     
· Resource exploration and development is a high risk, speculative business.
     
· Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.
     
· Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.
     
· The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.
     
· Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

 

Midas Gold Corp. | Management’s Discussion & Analysis     13

 

 

The Corporation’s Risks

 

· Midas Gold will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.
     
· Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common shares in accordance with the terms of the Convertible Notes.
     
· Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.
     
· Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.
     
· Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.
     
· Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.
     
· Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.
     
· The Nez Perce Tribe has filed a complaint against Midas Gold under the Clean Water Act that the Company is vigorously defending. If successful, this litigation could act to delay the Project.
     
· Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.
     
· Midas Gold’s activities are subject to environmental liability.
     
· Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.
     
· Midas Gold’s future exploration and development efforts may be unsuccessful.
     
· Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.
     
· Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.
     
· Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.
     
· Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.
     
· Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining and exploration activities.
     
· Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.
     
· Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.
     
· Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.
     
· Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
     
· Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.
     
· A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.
     
· A cyber security incident could adversely affect Midas Gold’s ability to operate its business.

 

Midas Gold Corp. | Management’s Discussion & Analysis     14

 

 

CAUTIONARY NOTE IN RESPECT OF MINERAL RESOURCES AND MINERAL RESERVES

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. The Project 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. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

 

The mineral resources and mineral reserves at the Project are contained within areas that have seen extensive disturbance resulting from prior mining activities. For Midas Gold to advance its interests at the Stibnite site, the Project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. However, Midas Gold is not aware of any environmental, permitting, legal or other reasons that would prevent it from advancing the Project.

 

This MD&A and the mineral resource and mineral reserve estimates referenced in this MD&A are reported in accordance with the requirements under Canadian securities laws, namely National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), which differ from the requirements under U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Midas Gold is not a SEC registered Corporation nor are any of its subsidiaries.

 

Midas Gold Corp. | Management’s Discussion & Analysis     15

 

Exhibit 99.40

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Stephen Quin, CEO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended September 30, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 13, 2019

 

/s/ Stephen Quin  
Stephen Quin
CEO

 

 

 

 

Exhibit 99.41

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Darren Morgans, CFO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended September 30, 2019.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 13, 2019

 

/s/ Darren Morgans  
   
Darren Morgans  
CFO  

 

 

 

Exhibit 99.42

 

NEWS RELEASE

December 4, 2019
 
#2019-14
 
 
 
 

 

Midas Gold’s Stibnite Gold Project Continues to Advance

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

 

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

 

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

 

Joint Review Process

 

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

 

Permitting Process & Schedule

 

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

 

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

 

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

 

   

 

 

 

Next Steps in the Regulatory Process

 

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

 

Feasibility Study Status

 

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

 

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

 

Litigation Update

 

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

 

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

 

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

 

Page 2 of 3

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations

(t): 778.724.4704

(e): info@midasgoldcorp.com

Facebook: www.facebook.com/midasgoldidaho

Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

About Midas Gold and the Stibnite Gold Project

 

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

 

Forward-Looking Information

 

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

 

Page 3 of 3

 

 

 

Exhibit 99.43

 

NEWS RELEASE

January 27, 2020
 
#2020-01
 
 
 
 

 

Draft Environmental Impact Statement for Stibnite Gold Project Advancing to Completion

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.

 

Page 1 of 2

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho 

Twitter: @MidasIdaho 

Website: 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.

 

Page 2 of 2

 

 

Exhibit 99.44

NEWS RELEASE

February 27, 2020
 
#2020-02
 
 
 
 

 

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.

 

Midas Gold Announces US$35 Million Private Placement

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 million1.

 

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.

 

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 10-day VWAP on the date that interest is due) 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.

 

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.

 

 

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.

 

Page 1 of 5

 

 

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 (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 approximately 3.26% of the Company’s outstanding common shares (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 (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.

 

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.

 

Page 2 of 5

 

 

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 Advisers

 

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.

 

Page 3 of 5

 

 

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 (i) issuable pursuant to the Offering would exceed 25% the currently issued and outstanding common shares of the Company on a non-diluted basis; and (ii) the value of the consideration to be received by insiders would exceed 10% of the market capitalization of the Company, 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.

 

Page 4 of 5

 

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho

Twitter: @MidasIdaho

Website: 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

 

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.

 

Page 5 of 5

 

Exhibit 99.45

 

Form 51-102F3 

Material Change Report

 

Item 1 Name and Address of Issuer

 

Midas Gold Corp. (the “Company”) 

Suite 890 - 999 West Hastings Street 

Vancouver, BC V6C 2W2

 

Item 2 Date of Material Change

 

February 27, 2020

 

Item 3 News Release

 

Issued on February 27, 2020 and disseminated through the facilities of Canada Newswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

 

Item 4 Summary of Material Change

 

The Company announced that it had 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 (the "Note Offering"). In addition, the Company and the Issuer had 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").

 

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.

 

Item 5.1 Full Description of Material Change

 

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. 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.

 

 

2

 

The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close the Offering on an expedited basis for sound business reasons.

 

See also the news release dated February 27, 2020 attached as Schedule "A" hereto.

 

Item 5.2 Disclosure for Restructuring Transactions

 

Not applicable.

 

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7 Omitted Information

 

Not applicable.

 

Item 8 Executive Officer

 

Contact:              Liz Monger, Manager, Investor Relations & Corporate Secretary

Telephone:         (778) 724-4704

 

Item 9 Date of Report

 

March 9, 2020

 

 

3

 

Schedule “A”

News Release dated February 27, 2020 

(see attached)

 

 

4

 

NEWS RELEASE

February 27, 2020
 
#2020-02
 
 
 
 

 

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.

 

Midas Gold Announces US$35 Million Private Placement

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 million1.

 

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.

 

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 10-day VWAP on the date that interest is due) 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.

 

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.

 

 

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.

 

 

5

 

 

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 (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 approximately 3.26% of the Company’s outstanding common shares (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 (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.

 

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.

 

 

6

 

 

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 Advisers

 

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.

 

 

7

 

 

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 (i) issuable pursuant to the Offering would exceed 25% the currently issued and outstanding common shares of the Company on a non-diluted basis; and (ii) the value of the consideration to be received by insiders would exceed 10% of the market capitalization of the Company, 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.

 

 

8

 

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho

Twitter: @MidasIdaho

Website: 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

 

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.

 

 

 

Exhibit 99.46

 

 

 

  

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.

 

Midas Gold Announces Private Placement Re-Pricing 

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;

 

 

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

 

Page 1 of 3

 

 

 

§ 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.

 

Page 2 of 3

 

 

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations
(t): 778.724.4704 

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho 

Twitter: @MidasIdaho 

Website: 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

 

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.

 

Page 3 of 3

 

Exhibit 99.47

 

 

 

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.

 

Midas Gold Completes US$35.0 Million (C$47.6 Million) Financing 

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

 

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.

Page 1 of 2

 

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger – Manager, Investor Relations 

(t): 778.724.4704 

(e): info@midasgoldcorp.com

 

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.

 

Page 2 of 2

Exhibit 99.48

 

TRUST INDENTURE

 

Providing for the Issue of 0.05% Senior Unsecured Convertible Notes

 

Dated March 17, 2016

 

Among

 

IDAHO GOLD RESOURCES COMPANY, LLC

 

and

 

MIDAS GOLD CORP.

 

and

 

COMPUTERSHARE TRUST COMPANY OF CANADA

 

 

TABLE OF CONTENTS

 

Article 1 INTERPRETATION 2
1.1 Definitions 2
1.2 Meaning of “Outstanding” 11
1.3 Interpretation 12
1.4 Headings, etc. 12
1.5 Day not a Business Day 13
1.6 Applicable Law 13
1.7 Currency 13
1.8 Accounting Terms 13
1.9 Calculations 13
1.10 Language 13
1.11 Successors and Assigns 14
1.12 Time of Essence 14
1.13 Invalidity/Severability 14
1.14 Entire Agreement 14
1.15 Benefits of Indenture 14
1.16 Schedules 14
     
Article 2 THE NOTES 15
2.1 Limit of Notes 15
2.2 Form and Terms of Notes 15
2.3 Issue of Global Notes 21
2.4 Execution of Notes 23
2.5 Certification 23
2.6 Interim Notes or Certificates 24
2.7 Mutilation, Loss, Theft or Destruction 24
2.8 Concerning Interest 25
2.9 Rank of Notes 25
2.10 Payments of Amounts Due on Maturity 25
2.11 Payment of Interest 26
2.12 Taxes 27
     
Article 3 REGISTRATiON, TRANSFER, EXCHANGE AND OWNERSHIP 30
3.1 Fully Registered Notes 30
3.2 Global Notes 31
3.3 Transferee Entitled to Registration 32
3.4 No Notice of Trusts 33
3.5 Registers Open for Inspection 33
3.6 Exchanges of Notes 33
3.7 Closing of Registers 34
3.8 Charges for Registration, Transfer and Exchange 34
3.9 Ownership of Notes 35
3.10 Termination of U.S. Restrictions and Removal of Legends 36
     
Article 4 REDEMPTION AND PURCHASE OF NOTES, CERTAIN PAYMENTS ON MATURITY 36
4.1 Applicability of Article 36

 

- 2 -

 

4.2 Partial Redemption 37
4.3 Notice of Redemption 37
4.4 Notes Due on Redemption Dates 38
4.5 Deposit of Redemption Monies 38
4.6 Failure to Surrender Notes Called for Redemption 38
4.7 Cancellation of Notes Redeemed 39
4.8 Purchase of Notes by the Company 39
4.9 Deposit of Maturity Monies 40
     
Article 5 CONVERSION OF NOTES 40
5.1 Applicability of Article 40
5.2 Notice of Expiry of Conversion Privilege 40
5.3 Revival of Right to Convert 40
5.4 Manner of Exercise of Right to Convert 41
5.5 Eligible Holder Put Right 43
5.6 Adjustment of Conversion Price 44
5.7 No Requirement to Issue Fractional Common Shares 49
5.8 Midas to Reserve Common Shares 49
5.9 Cancellation of Converted Notes 50
5.10 Certificate as to Adjustment 50
5.11 Notice of Special Matters 50
5.12 Protection of Note Trustee 50
     
Article 6 SHARE INTEREST PAYMENT ELECTION 51
6.1 Common Share Interest Payment Election 51
     
Article 7 COVENANTS OF the Company 53
7.1 To Pay Principal and Interest 53
7.2 To Pay Note Trustee’s Remuneration 53
7.3 To Give Notice of Default 53
7.4 Preservation of Existence, etc. 54
7.5 Keeping of Books 54
7.6 Annual Certificate of Compliance 54
7.7 Reporting Requirements 54
7.8 Performance of Covenants by Note Trustee 55
7.9 Transfer of Notes 55
7.10 Solicitation of Note Conversion 55
7.11 Residence 55
     
Article 8 COVENANTS OF MIDAS 56
8.1 Issuance of Common Shares 56
8.2 No Dividends on Common Shares if Event of Default 56
8.3 Maintain Listing 56
8.4 Maintain the Company 56
8.5 Guarantee 56
     
Article 9 DEFAULT 57
9.1 Events of Default 57
9.2 Notice of Events of Default 59
9.3 Waiver of Event of Default 59

 

- 3 -

 

9.4 Enforcement by the Note Trustee 60
9.5 No Suits by Noteholders 61
9.6 Application of Monies by Note Trustee 61
9.7 Notice of Payment by Note Trustee 62
9.8 Note Trustee May Demand Production of Notes 62
9.9 Remedies Cumulative 63
9.10 Judgment Against the Company 63
9.11 Action by Note Trustee 63
     
Article 10 SATISFACTION AND DISCHARGE 63
10.1 Cancellation 63
10.2 Non-Presentation of Notes 64
10.3 Repayment of Unclaimed Monies 64
10.4 Discharge 64
10.5 Satisfaction 65
10.6 Continuance of Rights, Duties and Obligations 66
     
Article 11 SUCCESSORS 66
11.1 Company may Consolidate, etc., only on Certain Terms 66
11.2 Successor Substituted 68
     
Article 12 COMPULSORY ACQUISITION 68
12.1 Definitions 68
12.2 Offer for Notes 69
12.3 Offeror’s Notice to Dissenting Noteholders 69
12.4 Delivery of Note Certificates 69
12.5 Payment of Consideration to Note Trustee 69
12.6 Consideration to be held in Trust 70
12.7 Completion of Transfer of Notes to Offeror 70
12.8 Communication of Offer to the Company and Midas 70
     
Article 13 MEETINGS OF NOTEHOLDERS 71
13.1 Right to Convene Meeting 71
13.2 Notice of Meetings 71
13.3 Chairman 71
13.4 Quorum 71
13.5 Power to Adjourn 72
13.6 Show of Hands 72
13.7 Poll 72
13.8 Voting 72
13.9 Proxies 72
13.10 Persons Entitled to Attend Meetings 73
13.11 Powers Exercisable by Extraordinary Resolution 73
13.12 Meaning of “Extraordinary Resolution” 75
13.13 Powers Cumulative 75
13.14 Minutes 76
13.15 Instruments in Writing 76
13.16 Binding Effect of Resolutions 76
13.17 Evidence of Rights of Noteholders 76

 

- 4 -

 

Article 14 NOTICES 77
14.1 Notice to the Company 77
14.2 Notice to Midas 77
14.3 Notice to Noteholders 77
14.4 Notice to Note Trustee 78
14.5 Mail Service Interruption 78
     
Article 15 CONCERNING THE NOTE TRUSTEE 78
15.1 No Conflict of Interest 78
15.2 Replacement of Note Trustee 79
15.3 Duties of Note Trustee 79
15.4 Reliance Upon Declarations, Opinions, etc. 80
15.5 Evidence and Authority to Note Trustee, Opinions, etc. 80
15.6 Note Trustee May Rely on a Certificate 81
15.7 Experts, Advisers and Agents 81
15.8 Note Trustee May Deal in Notes 81
15.9 Note Trustee will Disburse Only Monies Deposited 82
15.10 Note Trustee Not Ordinarily Bound 82
15.11 Note Trustee Not Required to Give Security 82
15.12 Note Trustee Not Bound to Act on the Company’s Request 82
15.13 Note Trustee Not Bound to Act 82
15.14 Note Trustee Protected in Acting 83
15.15 Conditions Precedent to Note Trustee’s Obligations to Act Hereunder 83
15.16 Authority to Carry on Business 83
15.17 Compensation and Indemnity 84
15.18 Acceptance of Trust 84
15.19 Third Party Interests 85
15.20 Privacy Laws 85
15.21 Force Majeure 85
15.22 Securities and Exchange Commission Certification. 86
15.23 Accountability, Responsibility and Liability of the Note Trustee 86
     
Article 16 SUPPLEMENTAL INDENTURES 86
16.1 Supplemental Indentures 86
     
Article 17 EXECUTION AND FORMAL DATE 87
17.1 Execution 87
17.2 Formal Date 87

 

- 5 -

 

Schedule A FORM OF NOTE

 

Schedule B FORM OF REDEMPTION NOTICE

 

Schedule C FORM OF MATURITY NOTICE

 

Schedule D FORM OF NOTICE OF CONVERSION

 

Schedule E FORM OF pUT NOTICE

 

Schedule F Form of Declaration for Removal of Legend in connection with Transfers Pursuant to RegulationS

 

Schedule G Form of gUARANTEE iNDENTURE

 

 

TRUST INDENTURE

 

THIS TRUST INDENTURE (this “Indenture”) made as of the 17th day of March, 2016,

 

BETWEEN:

 

IDAHO GOLD RESOURCES COMPANY, LLC, a limited liability company existing under the laws of the State of Idaho

 

(the “Company”)

 

- and -

 

MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia

 

(“Midas”)

 

- and -

 

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all of the provinces and territories of Canada

 

(the “Note Trustee”)

 

WHEREAS the Company deems it advisable to create and issue the Notes to be created and issued in the manner as herein provided;

 

AND WHEREAS the Company, under the laws relating thereto, is duly authorized to create and issue the Notes to be issued as herein provided;

 

AND WHEREAS all necessary steps in relation to the Company have been duly enacted, passed and/or confirmed and other proceedings taken and conditions complied with to make the Notes, when certified by the Note Trustee and issued as in this Indenture provided, legal, valid and binding obligations of the Company;

 

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Company and not by the Note Trustee;

 

- 2 -

 

NOW THEREFORE it is hereby covenanted, agreed and declared as follows:

 

Article 1
INTERPRETATION

 

1.1 Definitions

 

In this Indenture and in the Notes, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings, namely:

 

(a) 90% Redemption Right” has the meaning ascribed thereto in Section 2.2(h)(ii);

 

(b) 90% Redemption Right Notice” has the meaning ascribed thereto in Section 2.2(h)(ii);

 

(c) 90% Redemption Right Tender Date” has the meaning ascribed thereto in Section 2.2(h)(iii)(B);

 

(d) Additional Amounts” has the meaning ascribed thereto in Section 2.12(a);

 

(e) Affiliate” of any specified Person means any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For certainty, the Company’s Affiliates shall include (without limitation) Midas;

 

(f) Applicable Laws” means any and all laws, including all federal, state, provincial and local statutes, codes, ordinances, decrees, rules, regulations and municipal by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings or awards or other requirements of any other governmental entity (including, for greater certainty, the TSX or any other stock exchange on which the Common Shares are listed or quoted), binding on or affecting the Person referred to in the context in which the term was used;

 

(g) Applicable Securities Legislation” means applicable securities laws (including rules, regulations, policies and instruments) in each of the Qualifying Provinces and applicable United States federal and state securities laws;

 

(h) Authorized Officer” means any authorized officer of the Company;

 

(i) Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors, or the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other Canadian federal or provincial law or foreign law relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors;

 

- 3 -

 

(j) Beneficial Holder” means any Person who holds a beneficial interest in a Global Note as shown on the books of the Depository or a Depository Participant;

 

(k) Business Day” means any day other than a Saturday, Sunday, statutory or civic holidays or other day on which banking institutions in the City of Vancouver, British Columbia or New York City, U.S.A. are authorized or required by law to close;

 

(l) Canadian Dollars”, “CDN Dollars” or “C$” means the lawful money in Canada;

 

(m) “Capitalized Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP;

 

(n) Certificate” means a written certificate signed by an Authorized Officer;

 

(o) Change of Control” means and shall have occurred if, and only if:

 

(i) there is any sale of all or substantially all of the Company’s or Midas’ assets or business to another Person or Persons pursuant to one or a series of transactions;

 

(ii) at any time any Person or Persons acting jointly or in concert directly or indirectly beneficially own in the aggregate more than fifty per cent (50%) of the outstanding voting securities of the Company or Midas; or

 

(iii) the Company or Midas completes an acquisition, share exchange, amalgamation, consolidation, merger, arrangement or other business combination and the shareholders of the Company or Midas immediately prior to the completion of such transaction hold in the aggregate less than sixty per cent (60%) of the votes attaching to the equity securities of the resulting or remaining parent company immediately after completion of such transaction.

 

For greater certainty, the term “Person or Persons” as used in this definition does not include Subsidiaries of the Company or Midas.

 

(p) Change of Control Notice” has the meaning ascribed thereto in Section 2.2(h)(i);

 

(q) Change of Control Purchase Date” has the meaning ascribed thereto in Section 2.2(h)(i);

 

(r) Change of Control Purchase Offer” has the meaning ascribed thereto in Section 2.2(h)(i);

 

(s) Common Shares” means common shares in the capital of Midas, as such common shares are constituted on the date of execution and delivery of this Indenture; provided that in the event of a change or a subdivision, revision, reduction, combination or consolidation thereof, any reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up, or such successive changes, subdivisions, redivisions, reductions, combinations or consolidations, reclassifications, capital reorganizations, consolidations, amalgamations, arrangements, mergers, sales or conveyances or liquidations, dissolutions or windings-up, then, subject to adjustments, if any, having been made in accordance with the provisions of Section 5.5, “Common Shares” shall mean the shares or other securities or property resulting from such change, subdivision, redivision, reduction, combination or consolidation, reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up;

 

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(t) Common Share Interest Payment Election” has the meaning ascribed thereto in Section 6.1;

 

(u) Common Share Interest Payment Election Notice” has the meaning ascribed thereto in Section 6.1;

 

(v) Company” has the meaning ascribed thereto in the recitals;

 

(w) Company’s Auditors” or “Auditors of the Company” means an independent firm of chartered accountants duly appointed as auditors of the Company;

 

(x) Conversion Price” means the C$0.3541 amount for which each Common Share may be issued from time to time upon the conversion of the Notes, as adjusted in accordance with the provisions of Article 5;

 

(y) Conversion Right” has the meaning ascribed thereto in Section 2.2(f)(i);

 

(z) Counsel” means a barrister or solicitor or firm of barristers or solicitors retained or employed by the Note Trustee or retained or employed by the Company or Midas, and, in each case, acceptable to the Note Trustee, acting reasonably;

 

(aa) CRA” means the Canada Revenue Agency;

 

(bb) Current Market Price” means (i) the volume weighted average trading price of the Common Shares (“VWAP”) on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the date of the applicable event or notice of redemption (or, if not listed thereon, the primary stock exchange on which Common Shares are listed or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market), or (ii) if there is no market, Fair Market Value as determined by the average of trading prices provided by at least two Independent Financial Advisors, provided that if trading prices are not available from at least two Independent Financial Advisors, the Current Market Price shall be determined by reference to the trading prices available from one Independent Financial Advisor;

 

(cc) Date of Conversion” has the meaning ascribed thereto in Section 5.4(b);

 

(dd) Depository” means, with respect to the Notes issued in the form of one or more Global Notes, the Person designated as depository by the Company pursuant to Section 2.3(a) until a successor depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository” shall mean each Person who is then a depository hereunder, and if at any time there is more than one such Person, “Depository” as used with respect to the Notes shall mean each depository with respect to the Global Notes or the Notes, which shall initially be the CDS Clearing and Depository Services Inc. (“CDS”);

 

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(ee) Depository Participant” means a broker, dealer, bank, other financial institution or other person for whom from time to time, a Depository effects book entries for a Global Note deposited with the Depository;

 

(ff) Dilutive Issuance” has the meaning ascribed thereto in Section 5.6(g);

 

(gg) Directors” means the directors of the Company on the date hereof or such directors as may, from time to time, be appointed or elected directors of the Company pursuant to the Company’s certificate of organization and operating agreement, and Applicable Laws, and “Director” means any one of them, and reference to action by the Directors means action by the Directors as a board;

 

(hh) Eligible Holder” means a beneficial owner of Notes who, at the time the Put Right in respect of such Notes is exercised, is a resident of Canada for purposes of the Tax Act and any applicable income tax treaty or convention (other than a Tax Exempt Person), or a partnership any member of which is a resident of Canada for the purposes of the Tax Act and any applicable income tax treaty or convention (other than a Tax Exempt Person);

 

(ii) Event of Default” has the meaning ascribed thereto in Section 9.1;

 

(jj) Excluded Taxes” means, with respect to the recipient of any payment to be made hereunder, except as a result of entering into this Indenture and enforcing its rights and receiving payments hereunder, (i) any income, capital or franchise Taxes imposed on (or measured by) such recipient’s net income or capital by the jurisdiction under the laws of which such recipient is resident or which are imposed by reason of such recipient being organized under the laws of, or having its principal office or applicable lending office located in, the jurisdiction imposing such income, capital or franchise taxes or by reason of such recipient having a permanent establishment or being otherwise engaged in the conduct of its business in such jurisdiction; (ii) any branch profits taxes or any similar tax imposed on such recipient by reason of such recipient carrying on business or having a permanent establishment in the jurisdiction in which the payer of such payment is resident; and (iii) any U.S. federal withholding Taxes imposed under FATCA. Notwithstanding the foregoing, Excluded Taxes does not include any tax imposed as a result of Section 897 of the U.S. Tax Code or any withholding tax imposed pursuant to Section 1445 of the U.S. Tax Code;

 

(kk) Expiration Date” has the meaning ascribed thereto in Section 5.6(f);

 

(ll) Expiration Time” has the meaning ascribed thereto in Section 5.6(f);

 

(mm) Extraordinary Resolution” has the meaning ascribed thereto in Section 13.12;

 

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(nn) Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction;

 

(oo) FATCA” means Section 1471 through 1474 of the U.S. Tax Code; any current or future regulations or official interpretations thereof; and applicable intergovernmental agreements between a non-U.S. jurisdiction and the United States with respect thereto; any law, regulations, or other official guidance enacted in a non-U.S. jurisdiction relating to an intergovernmental agreement related thereto; and any agreements entered into pursuant to Section 1471 of the U.S. Tax Code;

 

(pp) Freely Tradeable” means, any Common Shares or any other securities of Midas or any other Person, as the case may be, which (i) may be issued without the necessity of filing a prospectus or any other similar offering document (other than such prospectus or similar offering document that has already been filed) under Applicable Securities Legislation of the Qualifying Provinces with respect to the holder of such securities and such issue does not constitute a distribution (other than a distribution already qualified by prospectus or similar offering document or that is otherwise exempt from prospectus requirements) under Applicable Securities Legislation of the Qualifying Provinces; and (ii) can be traded by the holder thereof without any restriction under Applicable Securities Legislation of the Qualifying Provinces applicable to such holder or such trade, such as hold periods, except in the case of a control distribution (as defined in the Applicable Securities Legislation of the Qualifying Provinces), but which will be subject to an initial hold period under the Applicable Securities Legislation of the Qualifying Provinces commencing on the date of the issuance of the Notes by the Company and grant of the Conversion Right by Midas and ending on the date that is four months and one day following the date of such issuance;

 

(qq) Fully Registered Notes” means Notes registered as to both principal and interest;

 

(rr) generally accepted accounting principles” or “GAAP” means generally accepted accounting principles in Canada or the United States, as amended from time to time, as applicable to the Company and for greater certainty includes International Financial Reporting Standards as and to the extent applicable to the Company and its Affiliates (including Midas);

 

(ss) Global Note” means a Note that is issued to and registered in the name of the Depository, or its nominee, pursuant to Section 2.3 for purposes of being held by or on behalf of the Depository as custodian for participants in the Depository’s book-based system;

 

(tt) guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations;

 

(uu) Incur” means issue, assume, guarantee, incur or otherwise become liable for and “Incurred” or “Incurrence” will have a corresponding meaning; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary;

 

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(vv) “Indebtedness” means, with respect to any Person: (i) the principal of any indebtedness of such Person, whether or not contingent: (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except any such balance that constitutes a trade payable or similar obligation to a trade creditor due within six months from the date on which it is Incurred and Incurred in the ordinary course of business, which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto, or (d) in respect of Capitalized Lease Obligations; (ii) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); (iii) any transaction (including an agreement with respect thereto) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option. total return swap, credit spread transaction, repurchase transaction, reverse repurchase transactions, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest or any other similar transaction (including any option with respect to any of these transactions), or any combination of these transactions, and (iv) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Person; provided, further, that any obligation of the Company or any Subsidiary in respect of account credits or participants under any employee, director or officer compensation plan of the Company or Subsidiary, will be deemed not to constitute Indebtedness of the Company;

 

(ww) Independent Financial Advisors” means broker dealers of national reputation that trade in the Common Shares or similar securities;

 

(xx) Interest Obligation” means the obligation of the Company to pay interest on the Notes, as and when the same becomes due;

 

(yy) Interest Payment Date” means the date specified for the Notes as the date on which an instalment of interest on such Notes shall be due and payable, which shall be on the 17th of March each year, commencing on the 17th of March, 2017;

 

(zz) Investor Rights Agreement” means the investor rights agreement to be entered into between Midas, the Company and Paulson on or about the date hereof pursuant to which, among other things, Midas will provide Paulson with certain approval rights, agreements with respect to the Midas Directors and demand and piggy-back prospectus qualification rights;

 

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(aaa) Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under Applicable Law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Personal Property Security Act (British Columbia) (or equivalent statutes) of any jurisdiction); provided that in no event will an operating lease be deemed to constitute a Lien;

 

(bbb) Material Adverse Effect” means (i) a material adverse change in, or a material adverse effect upon, the operations, business, properties, financial condition, or assets of the Company on a consolidated basis; or (ii) a material adverse effect upon the legality, validity, binding effect or enforceability of this Indenture or the Notes against the Company other than any change, event, occurrence or effect: (A)  affecting the gold mining industry in general and which does not have a materially disproportionate effect on the Company, on a consolidated basis with its Affiliates; (B) relating to change in the market trading price of Common Shares arising from the announcement of the execution of this Agreement or the transactions contemplated hereby; or (C) resulting from changes in the price of gold, provided, however that such effect referred to in clause (A), (B) or (C) above does not primarily relate only to the Company and its Affiliates taken as a whole compared to other companies of similar size operating in the mining industry;

 

(ccc) Maturity Account” means an account or accounts required to be established by the Company (and which shall be maintained by and subject to the control of the Note Trustee) for the Notes pursuant to and in accordance with this Indenture;

 

(ddd) Maturity Date” for a Note means the date of maturity for such Note as set out in Section 2.2(b) or as otherwise deemed or prescribed in this Indenture;

 

(eee) Midas” has the meaning ascribed thereto in the recitals;

 

(fff) Midas Directors” means the directors of Midas on the date hereof or such directors as may, from time to time, be appointed or elected directors of Midas pursuant to Midas’ articles and by-laws, and Applicable Laws, and “Midas Director” means any one of them, and reference to action by the Midas Directors means action by the Midas Directors as a board;

 

(ggg) Non-U.S. Tax Person” means any person that is not a “United States Person” as defined in section 7701(a)(30) of the U.S. Tax Code;

 

(hhh) Note Trustee” or “Trustee” means Computershare Trust Company of Canada and includes any successor or successors or any other trustee subsequently appointed pursuant to Section 15.2;

 

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(iii) Noteholders” or “holders” means the Persons for the time being entered in the register for Notes as registered holders of Notes;

 

(jjj) Notes” means the debentures, notes or other evidence of indebtedness of the Company issued and certified hereunder, or deemed to be issued and certified hereunder, and for the time being outstanding, whether in definitive or interim form or in the form of Global Notes, which are designated as “0.05% Senior Unsecured Convertible Notes” of the Company and described in Section 2.2;

 

(kkk) Offer Price” has the meaning ascribed thereto in Section 2.2(h)(i);

 

(lll) Offering” means the offering of C$50,018,601.34 aggregate principal amount of Notes by way of private placement on the date hereof;

 

(mmm) Offshore Transaction” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

 

(nnn) Ordinary Resolution” has the same meaning as “Extraordinary Resolution” except that references in the latter to “66⅔%” shall become references to “a majority” for the purposes of defining “Ordinary Resolution”;

 

(ooo) Outstanding” has the meaning ascribed thereto in Section 1.2;

 

(ppp) Paulson” means Paulson & Co Inc., on behalf of the several investment funds and accounts managed by it;

 

(qqq) Person” includes an individual, corporation, company, limited liability company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof;

 

(rrr) Privacy Laws” has the meaning ascribed thereto in Section 15.20;

 

(sss) Purchased Common Shares” has the meaning ascribed thereto in Section 5.6(f);

 

(ttt) Put Right” has the meaning ascribed thereto in Section 5.5;

 

(uuu) Qualified Institutional Buyer” of “QIB” means a “qualified institutional buyer” as defined in Rule 144A;

 

(vvv) Qualifying Provinces” means collectively, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador

 

(www) Redemption Date” has the meaning ascribed thereto in Section 4.3;

 

(xxx) Redemption Notice” has the meaning ascribed thereto in Section 4.3;

 

(yyy) Redemption Price” means, in respect of a Note, the amount, excluding interest, payable on the Redemption Date fixed for such Note;

 

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(zzz) Regulation S” means Regulation S promulgated by the SEC under the U.S. Securities Act;

 

(aaaa) Rule 144A” means Rule 144A promulgated by the SEC under the U.S. Securities Act;

 

(bbbb) Rule 144A Information” means such information as is specified pursuant to Rule 144A(d)(4) under the U.S. Securities Act (or any successor provision thereto);

 

(cccc) SEC” means the United States Securities and Exchange Commission;

 

(dddd) Section 85 Election” has the meaning ascribed thereto in Section 5.5(b);

 

(eeee) Subsidiary” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions;

 

(ffff) Tax Act” means the Income Tax Act (Canada) including all regulations thereunder;

 

(gggg) Tax Exempt Person” means a person who is exempt from tax under Part I of the Tax Act;

 

(hhhh) Taxes” means any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any applicable taxing authority;

 

(iiii) Tax Proceedings” has the meaning ascribed thereto in Section 2.12(e);

 

(jjjj) this Indenture”, “this Trust Indenture”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto;

 

(kkkk) Time of Expiry” has the meaning ascribed thereto in Section 2.2(f)(i);

 

(llll) Total Offer Price” has the meaning ascribed thereto in Section 2.2(h)(i);

 

(mmmm) trading day” means, with respect to the TSX or other market for securities, any day on which such exchange or market is open for trading or quotation;

 

(nnnn) TSX” means the Toronto Stock Exchange or its successor or successors;

 

(oooo) United States Dollars”, “U.S. Dollars” or “U.S.$” means the lawful money in the U.S.;

 

(pppp) U.S.” or “United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

 

(qqqq) U.S. Dollar Equivalent” means the Bank of Canada noon spot rate of exchange on the relevant date(s) of determination;

 

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(rrrr) U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

 

(ssss) U.S. Person” means a “U.S. person” within the meaning of such term in Regulation S;

 

(tttt) U.S. Purchaser” means a Noteholder who was offered the Notes in the United States, purchased Notes in the United States, or placed its order to purchase the Notes from or within the United States, and any other initial Noteholder who purchased such Notes pursuant to Section 4(a)(2) and/or Regulation D under the U.S. Securities Act;

 

(uuuu) U.S. Restricted Notes” means Notes initially issued to U.S. Purchasers and any Note required to bear the legend set forth in 2.3(c);

 

(vvvv) U.S Securities Act” means the United States Securities Act of 1933, as amended;

 

(wwww) U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended; and

 

(xxxx) Written Direction” means an instrument in writing signed by an Authorized Officer.

 

1.2 Meaning of Outstanding

 

Every Note certified and delivered by the Note Trustee hereunder shall be deemed to be outstanding until it is cancelled, converted, redeemed or delivered to the Note Trustee for cancellation, conversion or redemption or monies and/or Common Shares or other applicable securities or property, as the case may be, for the payment thereof shall have been set aside under Section 10.2, provided that:

 

(a) Notes which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof;

 

(b) when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; and

 

(c) for the purposes of any provision of this Indenture entitling holders of outstanding Notes to vote, sign consents, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Noteholders, Notes owned directly or indirectly, legally or equitably, by the Company or any Affiliate thereof (including Notes acquired by Midas pursuant to the exercise of the Put Right) shall be disregarded except that:

 

(i) for the purpose of determining whether the Note Trustee shall be protected in relying on any such vote, consent, acquisition or other instrument or action, or on the holders of Notes present or represented at any meeting of Noteholders, only the Notes which the Note Trustee knows are so owned shall be so disregarded;

 

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(ii) Notes so owned which have been pledged in good faith other than to the Company or an Affiliate of the Company shall not be so disregarded if the pledgee shall establish to the satisfaction of the Note Trustee the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his or her discretion free from the control of the Company or an Affiliate of the Company; and

 

(iii) Notes so owned shall not be disregarded if they are the only Notes outstanding.

 

1.3 Interpretation

 

In this Indenture:

 

(a) words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, respectively, and vice versa;

 

(b) all references to Articles and Schedules refer, unless otherwise specified, to articles of and schedules to this Indenture;

 

(c) all references to Sections, subsections or clauses refer, unless otherwise specified, to sections, subsections or clauses of this Indenture;

 

(d) words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them;

 

(e) unless otherwise indicated, reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;

 

(f) unless otherwise indicated, reference to a statute, rule or regulation shall be deemed to be a reference to such statute, rule or regulation as amended, re-enacted or replaced from time to time; and

 

(g) unless otherwise indicated, time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated by including the day on which the period commences and excluding the day on which the period ends.

 

1.4 Headings, etc.

 

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Notes.

 

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1.5 Day not a Business Day

 

In the event that any day on which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

 

1.6 Applicable Law

 

This Indenture and the Notes shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. The Company hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia.

 

1.7 Currency

 

All dollar amounts expressed in this Indenture and in the Notes are in lawful money of Canada and all payments required to be made hereunder or thereunder shall be made in Canadian Dollars.

 

1.8 Accounting Terms

 

Except as hereinafter provided or as otherwise indicated in this Indenture, all calculations required or permitted to be made hereunder pursuant to the terms of this Indenture shall be made in accordance with GAAP. For greater certainty, GAAP shall include any accounting standards, including International Financial Reporting Standards, that may from time to time be approved for general application by the Canadian Institute of Chartered Accountants.

 

1.9 Calculations

 

Except as otherwise provided herein, the Company shall be responsible for making all calculations called for hereunder including, without limitation, calculations of Current Market Price. The Company shall make such calculations in good faith and the Company will provide a schedule of its calculations to the Note Trustee and the Note Trustee shall hold at its office to be available to Noteholders upon their request. The Note Trustee shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.

 

1.10 Language

 

Each of the parties hereto hereby acknowledges that it has consented to and requested that this Indenture and all documents relating thereto, including, without limiting the generality of the foregoing, the form of Note attached hereto as Schedule A, be drawn up in the English language only.

 

Les parties aux présentes reconnaissent avoir accepté et demandé que le présent acte de fiducie et tous les documents s’y rapportant, y compris, sans restreindre la portée générale de ce qui précède, le formulaire de débenture joint aux présentes à titre d’annexe A, soient rédigés en langue anglaise seulement.

 

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1.11 Successors and Assigns

 

All covenants and agreements in this Indenture by the Company and Midas shall bind their respective successors and assigns, whether expressed or not. All covenants and agreements in this Indenture by the Note Trustee shall bind its successors, whether expressed or not.

 

1.12 Time of Essence

 

Time shall be of the essence of this Indenture and each Note.

 

1.13 Invalidity/Severability

 

In case any provision in this Indenture or in the Notes shall be invalid, illegal, prohibited or unenforceable, such provision shall be deemed to be severed herefrom or therefrom and shall be ineffective only to the extent of such prohibition or unenforceability. The validity, legality and enforceability of the remaining provisions shall not in any way be affected, prejudiced or impaired thereby.

 

1.14 Entire Agreement

 

This Indenture and all supplemental indentures and Schedules hereto and thereto, and the Notes issued hereunder, together constitute the entire agreement between the parties hereto with respect to the indebtedness created hereunder and under the Notes and supersedes as of the date hereof all prior memoranda, agreements, negotiations, discussions and term sheets, whether oral or written, with respect to the indebtedness created hereunder and under the Notes.

 

1.15 Benefits of Indenture

 

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any paying agent and, the holders of Notes any benefit or any legal or equitable right, remedy or claim under this Indenture.

 

1.16 Schedules

 

The following Schedules form part of this Indenture:

 

Schedule A Form of Note
Schedule B Form of Redemption Notice
Schedule C Form of Maturity Notice
Schedule D Form of Notice of Conversion
Schedule E Form of Put Notice
Schedule F Form of Declaration for Removal of Legend in Connection with Transfer Pursuant to Regulation S
Schedule G Form of Guarantee Indenture

 

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Article 2
THE NOTES

 

2.1 Limit of Notes

 

The aggregate principal amount of Notes authorized to be issued under this Indenture is limited to C$50,018,601.34 million aggregate principal amount of Notes.

 

2.2 Form and Terms of Notes

 

(a) The Notes shall be designated as “0.05% Senior Unsecured Convertible Notes”.

 

(b) The Notes shall be dated as of the date of closing of the Offering and shall mature on March 17, 2023.

 

(c)

 

(i) The Notes will bear interest at a rate of 0.05% per annum, payable annually in arrears on the 17th day of March in each year computed on the basis of a 365-day or 366-day year, as the case may be. The first such payment will fall due on March 17, 2017 and the last such payment (representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date or the earlier date of redemption or conversion of the Notes) will fall due on the Maturity Date or the earlier date of redemption or conversion, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, computed on the basis of a 365-day year. For certainty, the first interest payment will include interest accrued and unpaid from and including March 17, 2016 up to, but excluding, March 17, 2017.

 

(ii) Subject to Article 6, at least two Business Days prior to each Interest Payment Date, the Company shall deliver sufficient funds to the Note Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the parties in order to effect such interest payment hereunder. The Note Trustee shall disburse such interest payments only upon receiving, at least two Business Days prior to each Interest Payment Date, funds in an amount sufficient for the interest payment. All payments in excess of C$25 million (or such other amount as determined from time to time by the Canadian Payments Association) shall be made by the use of the Large Value Transfer System (“LVTS”), and in the event that payment must be made to the Canadian Depository for Securities Limited, the Company shall remit payment to the Note Trustee by LVTS.

 

(iii) The Note Trustee shall have no obligation to disburse funds hereunder unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect thereto.

 

(iv) The Note Trustee shall, if any funds are received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.

 

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(v) On each Interest Payment Date, the Company may, at its option, subject to any required regulatory approval (including the approval of the TSX) and provided that no Event of Default has occurred and is continuing, and in accordance with the provisions of Article 6, elect to satisfy its obligation to pay the interest then payable on the Notes, by using and delivering Freely Tradeable Common Shares to Noteholders. If the Company elects to exercise such option, it shall deliver a Common Share Interest Payment Election Notice pursuant to Section 6.1 to Noteholders.

 

(d) The Notes will be redeemable at the option of the Company in accordance with the terms of Article 4, provided that the Notes will not be redeemable on or prior to March 17, 2020 (except in certain limited circumstances following a Change of Control as provided herein). After March 17, 2020 and on or prior to the Maturity Date, the Notes may be redeemed by the Company, in whole at any time or in part from time to time, on notice as provided for in Section 4.3, provided that the Current Market Price at the time the notice of redemption is given is not less than 200% of the Conversion Price. In such circumstances, the Notes will be redeemable at a price equal to their principal amount plus accrued and unpaid interest to but excluding the Redemption Date. The Redemption Notice for the Notes shall be substantially in the form of Schedule B.

 

(e) In accordance with Section 2.9, the Notes will rank pari passu with all other present and future unsecured and unsubordinated Indebtedness of the Company.

 

(f)

 

(i) Upon and subject to the provisions and conditions of Article 5, the holder of each Note shall have, and Midas hereby grants to the holder, the right (the “Conversion Right”), at such holder’s option, at any time, unless precluded by a written agreement between the holder and Midas to the contrary, the details of which will be provided to the Trustee at the time of issue of the Notes or subsequent to the issue of the Notes, prior to the close of business on the earlier of: (i) three (3) Business Days immediately preceding the Maturity Date; and (ii) three (3) Business Days immediately preceding the Redemption Date specified by the Company for redemption of the Notes in the Redemption Notice to the holders of Notes in accordance with Sections 2.2(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 5 in respect of the Notes), to convert the whole of the principal amount of such Note into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Notes, the Conversion Right, if not exercised prior to the applicable Time of Expiry, shall survive as to any Notes not redeemed or converted and be applicable to the next succeeding Time of Expiry.

 

(ii) The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of the Notes shall be equal to C$0.3541 per Common Share. No adjustment to the Conversion Price will be made for dividends or distributions payable on Common Shares issuable upon conversion or for interest accrued or accruing on Notes surrendered for conversion. Holders converting their Notes will receive interest by way of cash payment (less any taxes required to be deducted) which has accrued but not been paid from the date of the most recent Interest Payment Date on which interest was paid in full in accordance with this Indenture to, but not including, the Date of Conversion, provided that no such cash payment shall be issued for an amount less than C$10.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Notes is subject to adjustment pursuant to the provisions of Section 5.5.

 

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(g) The Notes shall be issued in denominations as directed by the Company and the Note Trustee is hereby appointed as registrar and transfer agent for the Notes. Each Note and the certificate of the Note Trustee endorsed thereon shall be issued in substantially the form set out in Schedule A, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Directors or an Authorized Officer executing such Note in accordance with Section 2.4 hereof, as conclusively evidenced by his or her execution of an Note. Each Note shall additionally bear such distinguishing letters and numbers as the Note Trustee shall approve. Notwithstanding the foregoing, a Note may be in such other form or forms as may, from time to time, be, approved by a resolution of the Directors or as specified in a Certificate. The Notes may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.

 

The Notes may be issued as one or more Global Notes and the Global Notes will be registered in the name of the Depository, which, as of the date hereof, shall be CDS (or any nominee of the Depository) and, if applicable, be designated by a CUSIP number. With respect to any Notes issued as a Global Note, no Beneficial Holder will receive definitive certificates representing its interest in Notes except as provided in Section 3.2 or as required by law. A Global Note may be exchanged for Notes in registered form that are not Global Notes, or transferred to and registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof as provided in Section 3.2.

 

(h) Within two Business Days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.2(h), the Company shall be obligated to offer to purchase all of the Notes then outstanding. The terms and conditions of such obligation are set forth below:

 

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(i) Within two Business Days following the occurrence of a Change of Control, the Company shall deliver to the Note Trustee, and the Note Trustee shall promptly deliver to the holders of the Notes, a notice stating that there has been a Change of Control, and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Notes then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation at a price per Note equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Notes up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”). If the Change of Control Purchase Date is after a record date for the payment of interest on the Notes but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Notes on the relevant record date. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered or mailed to holders of the Notes.

 

(ii) If 90% or more in aggregate principal amount of Notes outstanding on the date the Change of Control Notice and the Change of Control Purchase Offer are delivered or mailed to holders of the Notes have been tendered for purchase and not withdrawn pursuant to the Change of Control Purchase Offer on the Change of Control Purchase Date, the Company has the right upon written notice (the “90% Redemption Right Notice”) provided to the Note Trustee within 10 days following the Change of Control Purchase Date, to redeem all the Notes which would otherwise remain outstanding immediately following the Change of Control Purchase Date at the Total Offer Price as at the Change of Control Purchase Date (the “90% Redemption Right”).

 

(iii) Upon receipt of the 90% Redemption Right Notice, the Note Trustee shall promptly provide written notice to each Noteholder that did not previously accept the Change of Control Purchase Offer that:

 

(A) the Company has exercised the 90% Redemption Right and is purchasing all outstanding Notes effective as of the Change of Control Purchase Date at the Total Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Total Offer Price as at the Change of Control Purchase Date; and

 

(B) each such holder must transfer his, her or its Notes to the Note Trustee on the same terms as those holders that accepted the Change of Control Purchase Offer did and must send his, her or its Notes (if not then represented by a global certificate), duly endorsed for transfer, to the Note Trustee within 10 days after the sending of such notice by the Note Trustee (the last day of such 10 day period being referred to herein as the “90% Redemption Right Tender Date”).

 

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(iv) The Company shall, on or before 11:00 a.m., Vancouver time, on the Business Day immediately prior to the Change of Control Purchase Date in respect of Notes to be purchased or redeemed pursuant to Section 2.2(h)(i), and on or before the delivery of the 90% Redemption Right Notice in respect of the exercise of the 90% Redemption Right, deposit with the Note Trustee or any paying agent to the order of the Note Trustee, such sums of money as may be sufficient to pay the Total Offer Price of the Notes to be purchased or redeemed by the Company, provided that with respect to the purchase pursuant to Section 2.2(h)(i) the Company may elect to satisfy this requirement by providing the Note Trustee with a certified cheque or wire transfer for such amounts required under Section 2.2(h)(i) post-dated to the Change of Control Purchase Date. In each case, the Company shall also deposit with the Note Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Note Trustee in connection with such purchase. Every such deposit shall be irrevocable, except as provided herein. From the sums so deposited, the Note Trustee shall pay or cause to be paid to the holders of such Notes, the Total Offer Price to which they are entitled on the Company’s purchase.

 

(v) In the event that one or more of such Notes being purchased in accordance with Section 2.2(h)(i) becomes subject to purchase in part only, upon surrender of such Notes for payment of the Total Offer Price, the Company shall execute and the Note Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order, one or more new Notes for the portion of the principal amount of the Notes not purchased.

 

(vi) Notes for which holders have accepted the Change of Control Purchase Offer and Notes which the Company has elected to redeem in accordance with this Section 2.2(h) shall become due and payable at the Total Offer Price in cash in the same manner and with the same effect as if the Change of Control Purchase Date were the date of maturity specified in such Notes, anything therein or herein to the contrary notwithstanding and notwithstanding that the actual purchase thereof may be subsequent to the Change of Control Purchase Date, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem the Notes shall have been deposited as provided in this Section 2.2(h) and affidavits or other proofs satisfactory to the Note Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Notes shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Note Trustee whose decision shall be final and binding upon all parties in interest.

 

(vii) In case the holder of any Note to be purchased or redeemed in accordance with this Section 2.2(h) shall fail on or before the Change of Control Purchase Date in respect of a purchase or redemption pursuant to Section 2.2(h)(i) or on or before the 90% Redemption Right Tender Date in respect of a purchase or redemption pursuant to the 90% Redemption Right, so to surrender such holder’s Note or shall not within such time accept payment of the monies payable, or give such receipt therefor, if any, as the Note Trustee may require, such monies may be set aside in trust, without interest, either in the deposit department of the Note Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Noteholder of the sum so set aside and the Noteholder shall have no other right except to receive payment of the monies so paid and deposited, upon surrender and delivery up of such holder’s Note. In the event that any money required to be deposited hereunder with the Note Trustee or any depository or paying agent on account of principal or interest, if any, on Notes issued hereunder shall remain so deposited for a period of six years from the Change of Control Purchase Date, then such monies shall at the end of such period be paid over or delivered over by the Note Trustee, or such depository or paying agent, to the Company and the Note Trustee shall not be responsible to any such Noteholders for any amounts owing to them and subject to Applicable Laws thereafter such holder of the Note in respect of which such money was so repaid to the Company shall have no rights in respect thereof except to obtain payment due from the Company, subject to any limitation period provided by the laws of the Province of British Columbia.

 

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(viii) Subject to the provisions above related to Notes purchased in part, all Notes redeemed and paid under this Section 2.2(h) shall forthwith be delivered to the Note Trustee and cancelled and no Notes shall be issued in substitution therefor.

 

(ix) The Company shall promptly give notice to the Note Trustee of a Change of Control.

 

(x) The Company will publicly announce the results of the purchases made pursuant to Section 2.2(h) as soon as practicable after the Change of Control Purchase Date.

 

(xi) The Company will comply with all Applicable Securities Legislation in the event that the Company is required to purchase Notes pursuant to Section 2.2(h).

 

(i) The Note Trustee shall be provided with the following documents and instruments with respect to the Notes prior to the issuance of the Notes:

 

(i) a Written Direction, addressed to the Note Trustee, requesting certification and delivery of the Notes and setting forth delivery instructions;

 

(ii) an opinion of Counsel that all requirements imposed by this Indenture or by law in connection with the proposed issue of the Notes have been complied with, subject to the delivery of certain documents or instruments specified in such opinion; and

 

(iii) a Certificate addressed to Note Trustee, certifying that the Company is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Notes (including those set forth in Section 15.5), have been complied with subject to the delivery of any documents or instruments specified in such Certificate and that no Event of Default exists or will exist upon such certification and delivery.

 

(j) The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use) to designate the Notes and, if so, the Note Trustee shall use “CUSIP” numbers in notices as a convenience to holders of the Notes; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Note Trustee of any change in the “CUSIP” numbers. For certainty, however, Notes issued to U.S. Purchasers and Notes otherwise required to bear the legend set forth in Section 2.3(d) shall be represented by definitive, fully registered certificates.

 

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(k) The Company, Midas, the Note Trustee and the Noteholders will agree to treat the Notes as debt securities of Midas for all U.S. federal tax purposes, including sections 354(a) and 368(a)(l)(E) of the U.S. Tax Code. The Company and Midas will agree to treat the Company as disregarded as an entity separate from Midas for all U.S. federal income tax purposes, and to take no action and make no election that would interfere with such treatment.

 

2.3 Issue of Global Notes

 

(a) The Company may execute and the Note Trustee may certify and deliver one or more Global Notes which, if applicable, shall be designated by CUSIP number, and that shall:

 

(i) represent an aggregate amount equal to the principal amount of the outstanding Notes to be represented by one or more Global Notes;

 

(ii) be delivered to such Depository or pursuant to such Depository’s instructions; and

 

(iii) bear legends in substantially the following form subject to modification as required by the Depository:

 

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO IDAHO GOLD RESOURCES COMPANY, LLC (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

 

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“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE ISSUANCE OF THE NOTES].”

 

[AND IF APPLICABLE, THE ADDITIONAL LEGEND FOR COMMON SHARES ADD: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX BEFORE [DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE ISSUANCE OF THE NOTES].

 

(b) Each Depository designated for a Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices.

 

(c) The Notes may be Global Notes and shall bear the legend in Section 2.3(a)(iii) above.

 

(d) The Notes and the Common Shares issuable upon conversion thereof have not been and will not be registered under the U.S. Securities Act or under any state securities laws. Any Notes issued to U.S. Purchasers shall be designated U.S. Restricted Notes and shall be issued in definitive, fully registered form. U.S. Restricted Notes and any Common Shares issued upon conversion of Notes will held by or for the account or benefit of, a U.S. Person, a Person in the United States or that executes its notice of conversion from within the United States be, “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act. Certificates representing Notes initially issued to U.S. Purchasers and certificates representing Notes issued upon transfer thereof or in exchange therefor or substitution thereof shall, unless not required to bear a legend pursuant to the terms hereof, and the stock certificates representing any Common Shares issued upon conversion of any such Notes shall, in addition to the legend in Section 2.3(a)(iii) above, bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

 

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AFTER, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE ISSUER, TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.”

 

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(e) For greater certainty and notwithstanding anything to the contrary in this Section 2.3, where applicable, any certificate evidencing the Notes (and all Notes issued in exchange therefor or substitution thereof) and the stock certificates representing any Common Shares issued upon exercise of the Conversion Right and/or Put Right prior to the date which is four months and one day after the issuance of the Notes shall bear a legend in substantially the following form (unless such legend is no longer required under any Applicable Securities Legislation):

 

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE ISSUANCE OF THE NOTES].”

 

2.4 Execution of Notes

 

All Notes shall be signed (either manually or by facsimile signature) by any one Director of the Company or Authorized Officer holding office at the time of signing. A facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the person whose signature it purports to be. Notwithstanding that any person whose signature, either manual or in facsimile, appears on a Note as a Director of the Company or Authorized Officer may no longer hold such office at the date of the Note or at the date of the certification and delivery thereof, such Note shall be valid and binding upon the Company and entitled to the benefits of this Indenture.

 

2.5 Certification

 

No Note shall be issued or, if issued, shall be obligatory or shall entitle the holder to the benefits of this Indenture, until it has been manually certified by or on behalf of the Note Trustee substantially in the form set out in this Indenture, in the relevant supplemental indenture, or in some other form approved by the Note Trustee. Such certification on any Note shall be conclusive evidence that such Note is duly issued, is a valid obligation of the Company and the holder is entitled to the benefits hereof.

 

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The certificate of the Note Trustee signed on the Notes, or interim Notes hereinafter mentioned, shall not be construed as a representation or warranty by the Note Trustee as to the validity of this Indenture or of the Notes or interim Notes or as to the issuance of the Notes or interim Notes and the Note Trustee shall in no respect be liable or answerable for the use made of the Notes or interim Notes or any of them or the proceeds thereof. The certificate of the Note Trustee signed on the Notes or interim Notes shall, however, be a representation and warranty by the Note Trustee that the Notes or interim Notes have been duly certified by or on behalf of the Note Trustee pursuant to the provisions of this Indenture.

 

2.6 Interim Notes or Certificates

 

Pending the delivery of definitive Notes to the Note Trustee, the Company may issue and the Note Trustee may certify in lieu thereof interim Notes in such forms and in such denominations and signed in such manner as provided herein, entitling the holders thereof to definitive Notes when the same are ready for delivery; or the Company may execute and the Note Trustee may certify a temporary Note for the whole principal amount of Notes then authorized to be issued hereunder and the Company may deliver the same to the Note Trustee and thereupon the Note Trustee may issue its own interim certificates in such form and in such amounts, not exceeding in the aggregate the principal amount of the temporary Note so delivered to it, as the Company, and the Note Trustee may approve entitling the holders thereof to definitive Notes when the same are ready for delivery; and, when so issued and certified, such interim or temporary Notes or interim certificates shall, for all purposes but without duplication, rank in respect of this Indenture equally with Notes duly issued hereunder and, pending the exchange thereof for definitive Notes, the holders of the interim or temporary Notes or interim certificates shall be deemed without duplication to be Noteholders and entitled to the benefit of this Indenture to the same extent and in the same manner as though the said exchange had actually been made. Forthwith after the Company shall have delivered the definitive Notes to the Note Trustee, the Note Trustee shall cancel such temporary Notes, if any, and shall call in for exchange all interim Notes or certificates that shall have been issued and forthwith after such exchange shall cancel the same. No charge shall be made by the Company or the Note Trustee to the holders of such interim or temporary Notes or interim certificates for the exchange thereof. All interest paid upon interim or temporary Notes or interim certificates shall be noted thereon as a condition precedent to such payment unless paid by cheque to the registered holders thereof.

 

2.7 Mutilation, Loss, Theft or Destruction

 

In case any of the Notes issued hereunder shall become mutilated or be lost, stolen or destroyed and in the absence of the Company’s receipt of any notice that such Note has been acquired by a bona fide purchaser, the Company, in its discretion, may issue, and thereupon the Note Trustee shall certify and deliver, a new Note upon surrender and cancellation of the mutilated Note, or in the case of a lost, stolen or destroyed Note, in lieu of and in substitution for the same, and the substituted Note shall be in a form approved by the Note Trustee and shall be entitled to the benefits of this Indenture and rank equally in accordance with its terms with all other Notes issued or to be issued hereunder. In case of loss, theft or destruction, the applicant for a substituted Note shall furnish to the Company and to the Note Trustee such evidence of the loss, theft or destruction of the Note and such other documents as shall be satisfactory to them in their discretion and shall also furnish an indemnity and surety bond. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted Note.

 

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2.8 Concerning Interest

 

(a) Except as may otherwise be provided in this Indenture or in any supplemental indenture and subject to Section 2.2(c) with respect to the calculation of interest in respect of the initial interest payment to be paid on the Notes, all Notes issued hereunder, whether originally or upon exchange or in substitution for previously issued Notes which are interest bearing, shall bear interest (i) from their issue date, or (ii) from and including the last Interest Payment Date in respect of which interest shall have been paid or made available for payment on the outstanding Notes, whichever shall be the later, in all cases, to but excluding the next Interest Payment Date. All interest shall accrue from day to day and shall be payable in arrears for the actual number of days lapsed in the relevant interest period. Interest payable in a calendar year shall be payable annually. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Date or Date of Conversion, as applicable, for such Notes, unless, upon due presentation, payment of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refused.

 

(b) Interest shall be calculated on the basis of the actual number of days based on a calendar year of 365 or 366 days, as the case may be.

 

2.9 Rank of Notes

 

The indebtedness, liabilities and obligations of the Company under this Indenture and under the Notes, are direct unsecured obligations of the Company, and will rank equally with one another and with all other existing and future unsecured and unsubordinated Indebtedness of the Company except as prescribed by law and will rank senior to any existing or future subordinated Indebtedness of the Company.

 

2.10 Payments of Amounts Due on Maturity

 

Except as may otherwise be provided in this Indenture or any supplemental indenture in respect of the Notes, payments of amounts due upon maturity of the Notes will be made in the following manner. The Company will establish and maintain with the Note Trustee a Maturity Account for the Notes. Each such Maturity Account shall be maintained by and be subject to the control of the Note Trustee for the purposes of this Indenture. On or before 11:00 a.m. (Vancouver time) on the Business Day immediately prior to each Maturity Date for Notes outstanding from time to time under this Indenture, the Company will deposit in the applicable Maturity Account an amount sufficient to pay the cash amount payable in respect of such Notes (including the principal amount and premium (if any), together with any accrued and unpaid interest thereon), provided the Company may elect to satisfy this requirement by providing the Note Trustee with one or more certified cheques, or with funds by electronic transfer, for such amounts required under this Section 2.10. The Note Trustee, on behalf of the Company, will pay to each holder entitled to receive payment the principal amount of and premium (if any) and accrued and unpaid interest on the Note, upon surrender of the Note at any branch of the Note Trustee designated for such purpose from time to time by the Company and the Note Trustee. The deposit or the making available of such amounts to the applicable Maturity Account will satisfy and discharge the liability of the Company for the Notes to which the deposit or making available of funds relates to the extent of the amount deposited or made available and such Notes will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the money so deposited or made available the amount to which such holder is entitled.

 

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2.11 Payment of Interest

 

The following provisions shall apply to Notes, except as otherwise provided in Section 2.2(c):

 

(a) Subject to Article 6, as interest becomes due on each Note (except at maturity, on redemption or conversion, when interest shall at the option of the Company be paid upon surrender of such Note) the Company, either directly or through the Note Trustee or any agent of the Note Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Note Trustee, payment of such interest to the order of the registered holder of such Note appearing on the registers maintained by the Note Trustee at the close of business on the tenth Business Day prior to the applicable Interest Payment Date and addressed if made by cheque to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs, provided that, if during the said ten Business Day period, the Notes are converted into Common Shares pursuant to the exercise of the Conversion Right or are transferred for Common Shares pursuant to the exercise of the Put Right, interest shall only be payable to the holder on the tenth Business Day prior to the applicable Interest Payment Date. If payment is made by cheque, such cheque shall be forwarded at least two days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due as directed by the Company. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, the Company or the Note Trustee will issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Company is prevented by reasonable circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Note in the manner provided above, the Company may make payment of such interest or make such interest available for payment in any other manner acceptable to the Note Trustee with the same effect as though payment had been made in the manner provided above.

 

(b) Notwithstanding Section 2.11(a), if the Notes are represented by a Global Note, then all payments of interest on the Global Note shall be made on such Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Note, unless the Company and the Depository otherwise agree. None of the Company, the Note Trustee or any agent of the Note Trustee for any Note issued as a Global Note will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.

 

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2.12 Taxes

 

(a) Unless otherwise expressly provided in the terms of the Notes, all payments and deemed payments made by or at the direction of the Company under or with respect to the Notes (including, for greater certainty, the issuance of Freely Tradeable Common Shares in respect of a Common Share Interest Payment Election, the conversion of the Notes into Common Shares and the transfer of the Notes pursuant to Section 5.5) will be made free and clear of and without withholding or deduction for or on account of any Taxes, unless the Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. Notwithstanding anything to the contrary contained herein or in any Note, if the Company is so required to withhold or deduct any amount for or on account of Taxes (other than Excluded Taxes)from any payment or deemed payment made under or with respect to the Notes, the Company will pay to each holder as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Taxes, other than Excluded Taxes, on such Additional Amounts) will not be less than the amount the holder would have received if such Taxes (other than Excluded Taxes) had not been withheld or deducted.

 

(b) The Company will also:

 

(i) make such withholding or deduction required for any Taxes; and

 

(ii) remit the full amount deducted or withheld to the relevant authority in accordance with Applicable Law, or the Company shall deliver to the Note Trustee sufficient funds to pay any withholding tax as required to be remitted by the Note Trustee, and shall provide written instructions to the Note Trustee on such withholdings and remittances required.

 

The Company will furnish to the holders of the Notes, within 60 days after the date the payment of any Taxes is due pursuant to Applicable Law, certified copies of tax receipts or other documents evidencing such payment by the Company.

 

If the Company fails to make any payment required by this Section 2.12, the Note Trustee shall in no circumstances have any responsibility, duty, or be required, to make any such payment.

 

(c) The Company will indemnify and hold harmless each holder, on an after tax basis, and upon written request reimburse each such holder for the amount, excluding any payment of Additional Amounts by the Company, of:

 

(i) any Taxes (other than Excluded Taxes) so levied or imposed and paid by such holder as a result of payments or deemed payments made under or with respect to the Notes and the holder shall use commercially reasonable efforts to furnish to the Company within 60 days after the date of payment of such Taxes (other than Excluded Taxes), certified copies of tax receipts or other documents evidencing such payment by the holder; provided, however, that the failure of such holder to furnish such copies or other documents to the Company shall not adversely affect such holder's right to indemnification hereunder, it being understood that indemnification of the holder will only be provided upon proof of Taxes (other than Excluded Taxes) paid;

 

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(ii) any liability (including penalties, interest and expenses) arising from, or with respect to, the payment of Taxes (other than Excluded Taxes) by a holder described in clause (i) in this paragraph; and

 

(iii) any Taxes (other than Excluded Taxes) imposed with respect to any reimbursement under clause (i) to (ii) in this paragraph,

 

` and such indemnity will survive the termination or discharge of this Indenture indefinitely.

 

(d) Wherever in this Indenture there is mentioned, in any context, the payment or deemed payment of principal (and premium, if any), interest or any other amount payable under or with respect to a Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

 

(e) If the Company is required to withhold or deduct Taxes from any payment or deemed payment made hereunder pursuant to Applicable Law or by the interpretation or administration thereof and is required to pay Additional Amounts to a holder pursuant to Section 2.12(a) hereof, or is required to indemnify a holder for Taxes as described in Section 2.12(c), such holder shall use its commercially reasonable efforts to cooperate with the Company in taking any action to dispute, object to or appeal the liability of such holder for Taxes or in claiming a refund of amounts remitted on account of such Taxes (or any objection or appeal in connection therewith) (collectively, “Tax Proceedings”) provided that such activities are not in the sole determination of such holder, acting reasonably, prejudicial to it.

 

Without limiting the generality of the foregoing:

 

(i) Such holder agrees that the Company shall, at its own expense, have the right to initiate and conduct and have carriage and control of the Tax Proceedings and where necessary in the name of, and on behalf of, such holder provided that such holder determines such activities are not prejudicial to it and such holder shall use its commercially reasonable efforts to cooperate with the Company in respect of the foregoing.

 

(ii) Such holder shall use its commercial reasonable efforts to do all acts and sign all documents that may be necessary or desirable in order to initiate or conduct the Tax Proceedings where such Tax Proceedings need to be initiated or conducted in the name of, or on behalf of, such holder provided that it determines such activities are not prejudicial to it.

 

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(iii) If such holder receives a refund of any amount with respect to Taxes (including interest, on such refund, if any) for which the Company grossed up such holder under Section 2.12(a) or indemnified such holder under Section 2.12(c), such holder shall forthwith pay the amount of any such refund (including interest, on such refund, if any), but reduced by any Taxes imposed on such refund, to such extent, to the Company and hereby assigns the right to any such refund, to such extent, to the Company.

 

Notwithstanding the foregoing, or anything to the contrary, no holder shall have any obligation to provide any information regarding its owners. To the extent any holder incurs any expense or any liability in connection with the Company’s activities herein, the Company shall reimburse and indemnify the holder within two Business Days of request by such holder. The Company shall not disclose any information provided herein without the express written consent of such holder, and shall not use any information for any purpose other than in connection with the Tax Proceedings.

 

(f) The Company will presume that payments to a holder that is a Non-U.S. Tax Person are subject to U.S. federal withholding Taxes imposed by FATCA at the rate of 30 percent unless such holder delivers to the Company at the time or times prescribed by law and at such time or times reasonably requested by the Company such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the U.S. Tax Code) and such additional documentation reasonably requested by the Company as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder is not subject to such withholding or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f), FATCA shall include any amendments made to such provisions of the U.S. Tax Code after the date of this Indenture.

 

(g) In accordance with this Indenture, the Company will be entitled to cause the Note Trustee to deduct and withhold any applicable Taxes or similar charges (including interest, penalties or similar amounts in respect thereof) imposed or levied by or on behalf of any government including the Canadian government, or of any province or territory thereof, or any authority or agency therein or thereof, having power to tax, from any payment to be made on or in connection with the Notes (including, for greater certainty, the issuance of Freely Tradeable Common Shares upon any conversion of Notes (including, for greater certainty, the issuance of Freely Tradeable Common Shares in respect of a Common Share Interest Payment Election or the conversion of the Notes into Common Shares or the transfer of the Notes for Common Shares pursuant to the exercise of the Put Right), provided that the Company forthwith remits or causes the Note Trustee to remit such withheld amount to such government, authority or agency and files all required forms in respect thereof and, at the same time, provides copies of such remittance and filing to the Note Trustee and the relevant holder of Notes, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Company’s obligations under the Notes. However, the Company shall satisfy all of its obligations pursuant to Section 2.12(a) to gross-up amounts paid to a holder in respect of such deductions or withholdings or Section 2.12(c) to indemnify holder as specified in such provision. The Note Trustee when acting as paying agent shall itself make such remittances, deductions and filings directly to the governmental authorities and shall act as the agent of the Company. The Company shall provide directions to the Note Trustee concerning its obligations to make such deductions, remittances and tax filings and the Note Trustee may rely on such directions to be indemnified for such reliance.

 

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The Note Trustee shall have no obligation to verify any payments or any provision of federal, provincial, state, local or foreign tax law. The Note Trustee shall at all times be indemnified and held harmless by the Company and Midas from and against any liabilities the Note Trustee incurred in connection with the failure of the Company or Midas or its agents, to report, remit or withhold taxes as required by any provision of federal, provincial, state, local or foreign tax law, or otherwise failing to comply with any provision of federal, provincial, state, local or foreign tax law. This indemnification shall survive the resignation or removal of any person acting as the Note Trustee and the termination of this Indenture solely to the extent that such liabilities have been incurred in connection with taxation years occurring during the term of this Indenture.

 

Article 3
REGISTRATiON, TRANSFER, EXCHANGE AND OWNERSHIP

 

3.1 Fully Registered Notes

 

(a) With respect to the Notes issuable as Fully Registered Notes, the Company shall cause to be kept by and at the principal offices of the Note Trustee in Vancouver, British Columbia and by the Note Trustee or such other registrar as the Company, with the approval of the Note Trustee, may appoint at such other place or places, if any, as may be specified in the Notes or as the Company may designate with the approval of the Note Trustee, a register in which shall be entered the names and last known addresses of the holders of Fully Registered Notes and particulars of the Notes held by them respectively and of all transfers of Fully Registered Notes. Such registration shall be noted on the Notes by the Note Trustee or other registrar unless a new Note shall be issued upon such transfer.

 

(b) No transfer of a Fully Registered Note shall be valid unless made on such register referred to in Section 3.1(a) by the registered holder or such holder’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Note Trustee or other registrar upon surrender of the Notes together with a duly executed and completed form of transfer attached hereto as Schedule A acceptable to the Company and the Note Trustee and upon compliance with such other reasonable requirements as the Company and the Note Trustee or other registrar may prescribe, nor unless the name of the transferee shall have been noted on the Note by the Note Trustee or other registrar.

 

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3.2 Global Notes

 

(a) With respect to the Notes issuable in whole or in part as one or more Global Notes, the Company shall cause to be kept by and at the principal offices of the Note Trustee in Vancouver and by the Note Trustee or such other registrar as the Company, with the approval of the Note Trustee, may appoint at such other place or places, if any, as the Company may designate with the approval of the Note Trustee, a register in which shall be entered the name and address of the holder of each such Global Note (being the Depository, or its nominee, for such Global Note) as holder thereof and particulars of the Global Note held by it, and of all transfers thereof. If the Notes are at any time not Global Notes, the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Notes.

 

(b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders of Notes, except in the following circumstances or as otherwise specified in a resolution of the Directors, a Certificate or supplemental indenture relating to the Notes:

 

(i) Global Notes may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;

 

(ii) Global Notes may be transferred at any time after the Depository for such Global Notes (i) has notified the Company that it is unwilling or unable to continue as Depository in connection with Global Notes, or (ii) if at any time the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a Depository under Section 2.3(b) and the Company has not appointed a successor Depository for such Global Notes;

 

(iii) Global Notes may be transferred at any time after the Company has determined, in its sole discretion, to terminate the book-based system in respect of such Global Notes and has communicated such determination to the Note Trustee in writing;

 

(iv) Global Notes may be transferred at any time after the Note Trustee has determined that an Event of Default has occurred and is continuing with respect to the Notes issued as a Global Note, provided that Beneficial Holders of the Notes representing, in the aggregate, not less than 25% of the aggregate principal amount of the Notes advise the Depository in writing, through the Depository Participants, that the continuation of the book-based system for the Notes is no longer in their best interest and also provided that at the time of such transfer the Note Trustee has not waived the Event of Default pursuant to Section 9.3;

 

(v) Global Notes may be transferred if required by Applicable Law; and

 

(vi) Global Notes may be transferred if the book-based system ceases to exist.

 

(c) With respect to the Global Notes, unless and until definitive certificates have been issued to Beneficial Holders pursuant to subsection 3.2(b):

 

(i) the Company and the Note Trustee may deal with the Depository for all purposes (including paying interest on the Notes) as the sole holder of the Notes and the authorized representative of the Beneficial Holders;

 

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(ii) the rights of the Beneficial Holders shall be exercised only through the Depository and shall be limited to those established by Applicable Law and agreements between such Beneficial Holders and the Depository or the Depository Participants;

 

(iii) the Depository will make book-based transfers among the Depository Participants; and

 

(iv) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of Noteholders evidencing a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository Participant, and has delivered such instructions to the Note Trustee.

 

(d) Whenever a notice or other communication is required to be provided to Noteholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2, the Note Trustee shall provide all such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-based system on the occurrence of one of the conditions specified in Section 3.2(b) with respect to the Notes issued hereunder, the Note Trustee shall notify all applicable Depository Participants and Beneficial Holders, through the Depository, of the availability of definitive Note certificates. Upon surrender by the Depository of certificate(s) representing the Global Notes and receipt of new registration instructions from the Depository, the Note Trustee shall deliver the definitive Note certificates for such Notes to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining Sections of this Article 3.

 

(e) For clarity, re-registration of beneficial interests in and transfers of Notes held by the Depository shall be made only through the book entry only registration system and no definitive certificates shall be issued in respect of such Notes except where physical certificates evidencing ownership in such securities are required or as set out in Section 3.2(b) herein. Except as provided herein, owners of beneficial interests in any Global Notes shall not be entitled to have Notes registered in their names and shall not receive or be entitled to receive Notes in definitive form or to have their names appear in the register.

 

3.3 Transferee Entitled to Registration

 

The transferee of a Note shall be entitled, after the appropriate form of transfer is lodged with the Note Trustee or other registrar and upon compliance with all other conditions required by this Indenture or by Applicable Law, to be entered on the register as the owner of such Note free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Note, save in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction.

 

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The Company shall direct the Trustee in writing as to matters related to any applicable hold periods and applicable securities legislation and legending restrictions and requirements. Notwithstanding any other provisions of this Indenture, on the issuance, conversion or transfer of any Notes or any Common Shares issuable upon conversion thereof, no duty or responsibility whatsoever shall rest upon the Trustee to determine or verify the compliance with any applicable laws or regulatory requirements including, without limitation, the legend contained in subsection 2.3(d) or Regulation S of the U.S. Securities Act, and the Trustee shall be entitled to assume that all conversions and transfers of Notes or any Common Shares issuable upon conversion thereof are permissible pursuant to all applicable laws and regulatory requirements and the terms of this Indenture.

 

The Trustee may assume that the address on the register of the Noteholder is the actual address of the Noteholder and is also determinative of the residence of such Noteholder and the address of any transferee to whom securities are transferred as shown on the transfer form is also determinative of the residence of such transferee.

 

3.4 No Notice of Trusts

 

Neither the Company, the Note Trustee nor any registrar shall be bound to take notice of or see to the execution of any trust (other than that created by this Indenture) whether express, implied or constructive, in respect of any Note, and may transfer the same on the direction of the person registered as the holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.

 

3.5 Registers Open for Inspection

 

The registers referred to in Sections 3.1 and 3.2 shall, during regular business hours of the Note Trustee, be open for inspection by the Company, the Note Trustee or any Noteholder, subject to Applicable Laws. Every registrar, including the Note Trustee, shall from time to time when requested so to do by the Company or by the Note Trustee, in writing, furnish the Company or the Note Trustee, as the case may be, with a list of names and addresses of holders of registered Notes entered on the register kept by them and showing the principal amount and serial numbers of the Notes held by each such holder, provided the Note Trustee shall be entitled to charge a reasonable fee to provide such a list.

 

3.6 Exchanges of Notes

 

(a) Subject to Section 3.7, Notes in any authorized form or denomination, other than Global Notes, may be exchanged for Notes in any other authorized form or denomination, bearing the same interest rate and of the same aggregate principal amount as the Notes so exchanged.

 

(b) In respect of exchanges of Notes permitted by Section 3.6(a), Notes may be exchanged only at the principal offices of the Note Trustee in Vancouver or at such other place or places, if any, as may be specified in the Notes and at such other place or places as may from time to time be designated by the Company with the approval of the Note Trustee. Any Notes tendered for exchange shall be surrendered to the Note Trustee. The Company shall execute and the Note Trustee shall certify all Notes necessary to carry out exchanges as aforesaid. All Notes surrendered for exchange shall be cancelled.

 

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(c) Notes issued in exchange for Notes which at the time of such issue have been selected or called for redemption at a later date shall be deemed to have been selected or called for redemption in the same manner and shall have noted thereon a statement to that effect.

 

3.7 Closing of Registers

 

(a) Neither the Company nor the Note Trustee nor any registrar shall be required to:

 

(i) make transfers or exchanges or conversions of Fully Registered Notes on any Interest Payment Date for such Notes or during the nine preceding Business Days;

 

(ii) make transfers or exchanges of any Notes on the day of any selection by the Note Trustee of Notes to be redeemed or during the nine preceding Business Days; or

 

(iii) make exchanges of any Notes which will have been selected or called for redemption unless upon due presentation thereof for redemption such Notes shall not be redeemed.

 

(b) Subject to any restriction herein provided, the Company with the approval of the Note Trustee may at any time close any register for the Notes, other than those kept at the principal offices of the Note Trustee in Vancouver, and transfer the registration of any Notes registered thereon to another register (which may be an existing register) and thereafter such Notes shall be deemed to be registered on such other register. Notice of such transfer shall be given to the holders of such Notes.

 

3.8 Charges for Registration, Transfer and Exchange

 

For each Note exchanged, registered, transferred or discharged from registration, the Note Trustee or other registrar, except as otherwise herein provided, may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Note issued (such amounts as agreed upon by the Note Trustee and the Company from time to time), and payment of such charges and reimbursement of the Note Trustee or other registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto. Notwithstanding the foregoing provisions, no charge shall be made to a Noteholder hereunder:

 

(a) for any exchange, registration, transfer or discharge from registration of any Note applied for within a period of two months from the date of the first delivery of Notes;

 

(b) for any exchange of any interim or temporary Note or interim certificate that has been issued under Section 2.6 for a definitive Note;

 

(c) for any exchange of a Global Note as contemplated in Section 3.2;

 

(d) for any conversion of any Note resulting from a partial redemption under Section 4.2;

 

(e) for any conversion of any Note resulting from a partial conversion under Section 5.4(d);

 

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(f) for any transfer of any Note resulting from a partial transfer under Section 5.5; or

 

(g) for any conversion of any Note resulting from a partial purchase under Section 2.2(h).

 

3.9 Ownership of Notes

 

(a) Unless otherwise required by Applicable Law or this Indenture, the person in whose name any registered Note is registered shall for all the purposes of this Indenture be and be deemed to be the owner thereof and payment of or on account of the principal of and premium, if any, on such Note and, interest thereon, shall be made to such registered holder.

 

(b) Neither the Company nor the Note Trustee shall have any liability for:

 

(i) any aspect of the records relating to the beneficial ownership of the Notes held by a Depository or of the payments relating thereto; or

 

(ii) maintaining, supervising or reviewing any such records relating to the Notes.

 

The rules governing Depositories provide that they act as the agent and depository for Depository Participants. As a result, such Depository Participants must look solely to the Depository and Beneficial Holders of Notes must look solely to the Depository Participants for the payment of principal and interest on the Notes paid by or on behalf of the Company to the Depository.

 

(c) The registered holder for the time being of any registered Note shall be entitled to the principal, premium, if any, and/or interest evidenced by such instruments, respectively, free from all equities or rights of set-off or counterclaim between the Company and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt of any such registered holder for any such principal, premium or interest shall be a good discharge to the Company and/or the Note Trustee for the same and neither the Company nor the Note Trustee shall be bound to inquire into the title of any such registered holder.

 

(d) Where Notes are registered in more than one name, the principal, premium, if any, and interest (in the case of Fully Registered Notes) from time to time payable in respect thereof may be paid to the order of all such holders, failing written instructions from them to the contrary, and the receipt of any one of such holders therefor shall be a valid discharge, to the Note Trustee, any registrar and to the Company.

 

(e) In the case of the death of one or more joint holders of any Note the principal, premium, if any, and interest from time to time payable thereon may be paid to the order of the survivor or survivors of such registered holders and the receipt of any such survivor or survivors therefor shall be a valid discharge to the Note Trustee and any registrar and to the Company.

 

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3.10 Termination of U.S. Restrictions and Removal of Legends.

 

The U.S. Restricted Notes shall not be required to contain the legend set forth in Section 2.3(d) above or any other restrictive United States legend if such U.S. Restricted Notes: (a) have been resold pursuant to an effective registration statement covering the resale of the U.S. Restricted Note under the U.S. Securities Act; (b)(i) have been sold, assigned or transferred pursuant to Rule 144(b) under the U.S. Securities Act (“Rule 144”) or (ii) have been held for more than one year and the legend set forth in Section 2.3(d) is eligible to be removed under Rule 144 (provided, in each case, that the selling holder provides the Company and the Note Trustee with an opinion of counsel or other evidence, reasonably satisfactory to the Company to the effect that such legend is no longer required); or (c) resold in an Offshore Transaction pursuant to Rule 904 of Regulation S (provided that the selling Noteholder provides the Company and the Note Trustee with a Declaration for Removal of Legend in substantially the form set forth on Schedule “F” attached hereto and, if required by the Note Trustee, an opinion of counsel or other evidence, reasonably satisfactory to the Company and the Note Trustee to the effect that such legend is no longer required).

 

If a legend is not required pursuant to the foregoing, the Company shall no later than three Business Days following the delivery by the selling holder to the Company or the Note Trustee (with notice to the Company) of the legended certificate representing such U.S. Restricted Notes (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the selling holder as may be required above in this Section 3.10, as directed by the selling holder, either: (A) deliver to (or cause to be delivered to) the selling holder a certificate representing such Notes that is free from all restrictive and other legends or (B) credit the balance account of such selling holder or its nominee with the Depository, by book entry, with an amount of Notes that are free from all restrictive of other legends, in each case equal to the number of U.S. Restricted Notes represented by the certificate or the conversion notice so delivered by such selling holder.

 

If a Note certificate tendered for transfer bears the legend set forth in Section 2.3(d), the Trustee shall not register such transfer unless the transferor has provided the Trustee with the Note certificate and (A) the transfer is made to the Company; or (B) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations (provided that the selling Noteholder provides the Company and the Note Trustee with a Declaration for Removal of Legend in substantially the form set forth on Schedule “E” attached hereto and, if required by the Note Trustee, an opinion of counsel to the effect that such legend is no longer required); or (C) the transfer is made pursuant to another exemption from registration under the U.S. Securities Act and any applicable state securities laws, and the transferor provides an opinion of counsel, or other evidence, reasonably satisfactory to the Company, to the effect that such transfer does not require registration under the U.S. Securities Act.

 

Article 4

REDEMPTION AND PURCHASE OF NOTES,

CERTAIN PAYMENTS ON MATURITY

 

4.1 Applicability of Article

 

Subject to Applicable Laws and any required regulatory approval, the Company shall have the right at its option to redeem, either in whole or in part before maturity by payment of money any Notes issued hereunder which by their terms are made so redeemable (subject, however, to any applicable restriction on the redemption of Notes) at such rate or rates of premium, if any, and on such date or dates and in accordance with such other provisions as shall have been determined at the time of issue of such Notes and as shall have been expressed in this Indenture, in the Notes, in a Certificate, or in a supplemental indenture.

 

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4.2 Partial Redemption

 

If less than all the Notes for the time being outstanding are at any time to be redeemed, the Notes to be so redeemed shall be selected by the Note Trustee on a pro rata basis to the nearest multiple selected by the Note Trustee in accordance with the principal amount of the Notes registered in the name of each holder, or in such other manner as the Note Trustee deems equitable, subject to the approval of any exchange on which the Notes are then listed, as may be required from time to time. For this purpose, the Note Trustee may make, and from time to time vary, regulations with respect to the manner in which such Notes may be drawn for redemption and regulations so made shall be valid and binding upon all holders of such Notes notwithstanding the fact that as a result thereof one or more of such Notes may become subject to redemption in part only or for cash only. In the event that one or more of such Notes becomes subject to redemption in part only, upon surrender of any such Notes for payment of the Redemption Price, together with interest accrued to but excluding the Redemption Date, the Company shall execute and the Note Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order one or more new Notes for the unredeemed part of the principal amount of the Note or Notes so surrendered or, with respect to a Global Note, the Depository shall make notations on the Global Note of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms “Note” or “Notes” as used in this Section 4.2 shall be deemed to mean or include any part of the principal amount of any Note which in accordance with the foregoing provisions has become subject to redemption.

 

4.3 Notice of Redemption

 

Notice of redemption (the “Redemption Notice”) of Notes shall be given to the Trustee and to the holders of the Notes so to be redeemed not more than 60 days nor less than 30 days prior to the date fixed for redemption (the “Redemption Date”) in the manner provided in Sections 14.3 and 14.4. Every such notice shall specify the aggregate principal amount of Notes called for redemption, the Redemption Date, the Redemption Price, together with accrued and unpaid interest to but excluding the Redemption Date, and the places of payment and shall state that interest upon the principal amount of Notes called for redemption shall cease to accrue and be payable from and after the Redemption Date. In addition, unless all the outstanding Notes are to be redeemed, the Redemption Notice shall specify:

 

(a) the distinguishing letters and numbers of the registered Notes which are to be redeemed (or of such thereof as are registered in the name of such Noteholder);

 

(b) in the case of a published notice, the distinguishing letters and numbers of the Notes which are to be redeemed or, if such Notes are selected pro rata or by other similar system, such particulars as may be sufficient to identify the Notes so selected;

 

(c) in the case of a Global Note, that the redemption will take place in such manner as may be agreed upon by the Depository, the Note Trustee and the Company; and

 

(d) in all cases, the principal amounts of such Notes or, if any such Note is to be redeemed in part only, the principal amount of such part.

 

In the event that all Notes to be redeemed are registered Notes, publication shall not be required.

 

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4.4 Notes Due on Redemption Dates

 

Notice having been given as aforesaid, all the Notes so called for redemption shall thereupon be and become due and payable at the Redemption Price, together with accrued and unpaid interest to but excluding the Redemption Date, on the Redemption Date specified in such notice, in the same manner and with the same effect as if it were the date of maturity specified in such Notes, anything therein or herein to the contrary notwithstanding, and from and after such Redemption Date, if the monies necessary to redeem such Notes shall have been deposited as provided in Section 4.5 and affidavits or other proof satisfactory to the Note Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest upon the Notes shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Note Trustee whose decision shall be final and binding upon all parties in interest.

 

4.5 Deposit of Redemption Monies

 

Redemption of Notes shall be provided for by the Company depositing with the Note Trustee or any paying agent to the order of the Note Trustee, on or before 11:00 a.m. (Vancouver time) on the Business Day immediately prior to the Redemption Date specified in the Redemption Notice, such sums of money as may be sufficient to pay the Redemption Price of the Notes so called for redemption, plus a sum of money sufficient to pay accrued and unpaid interest thereon up to but excluding the Redemption Date, provided the Company may elect to satisfy this requirement by providing the Note Trustee with one or more certified cheques or wire transfers for such amounts required under this Section 4.5 post-dated to the Redemption Date, or by providing the Note Trustee with such funds through electronic transfer of funds on the Business Day immediately prior to the Redemption Date. The Company shall also deposit with the Note Trustee a sum of money sufficient to pay any charges or expenses that may be incurred by the Note Trustee in connection with such redemption. Every such deposit shall be irrevocable. From the sums so deposited, or certificates so deposited, or both, the Note Trustee shall pay or cause to be paid to the holders of such Notes so called for redemption, upon surrender of such Notes, the principal, premium (if any) and interest (if any) to which they are respectively entitled on redemption.

 

4.6 Failure to Surrender Notes Called for Redemption

 

In case the holder of any Note so called for redemption shall fail on or before the Redemption Date to so surrender such holder’s Note, or shall not within such time accept payment of the Redemption Price payable, or give such receipt therefor, if any, as the Note Trustee may require, such redemption monies may be set aside in trust, without interest, either in the deposit department of the Note Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Noteholder of the sum so set aside and, to that extent, the Note shall thereafter not be considered as outstanding hereunder and the Noteholder shall have no other right except to receive payment out of the monies so paid and deposited upon surrender and delivery of such holder’s Note of the Redemption Price of such Note, plus accrued interest and unpaid interest to the Redemption Date. In the event that any money required to be deposited hereunder with the Note Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Notes issued hereunder shall remain so deposited for a period of six years from the Redemption Date, then such monies shall at the end of such period be paid over or delivered over by the Note Trustee or such depository or paying agent to the Company on its demand, and thereupon the Note Trustee shall not be responsible to Noteholders for any amounts owing to them and subject to Applicable Laws, thereafter the holder of a Note in respect of which such money was so repaid to the Company shall have no rights in respect thereof except to obtain payment of the money due from the Company, subject to any limitation period provided by the laws of the Province of British Columbia.

 

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4.7 Cancellation of Notes Redeemed

 

Subject to the provisions of Sections 4.2 and 4.8 as to Notes redeemed or purchased in part, all Notes redeemed and paid whose obligations have been satisfied under this Section 4.7 shall forthwith be delivered to the Note Trustee and cancelled and no Notes shall be issued in substitution therefor.

 

4.8 Purchase of Notes by the Company

 

Subject to Applicable Laws, the Company or an Affiliate may, if the Company is not at the time in default hereunder, at any time and from time to time, purchase Notes in the market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender or by private contract, at any price. All Notes so purchased may, at the option of the Company or such Affiliate, be delivered to the Note Trustee and shall be cancelled and no Notes shall be issued in substitution therefor.

 

If, upon an invitation for tenders, more Notes than the Company or an Affiliate is prepared to accept are tendered at the same lowest price, the Notes to be purchased by the Company or such Affiliate shall be selected by the Note Trustee, in such manner (which may include selection by lot, selection on a pro rata basis, random selection by computer or any other method) consented to by any exchange on which the Notes are then listed which the Note Trustee considers appropriate, from the Notes tendered by each tendering Noteholder who tendered at such lowest price. For this purpose the Note Trustee may make, and from time to time amend, regulations with respect to the manner in which Notes may be so selected, and regulations so made shall be valid and binding upon all Noteholders, notwithstanding the fact that as a result thereof one or more of such Notes become subject to purchase in part only or not subject to purchase at all. The holder of a Note of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such holder, one or more new Notes for the unpurchased part so surrendered, and the Note Trustee shall certify and deliver such new Note or Notes upon receipt of the Note so surrendered or, with respect to a Global Note, the Depository shall make notations on the Global Note of the principal amount thereof so purchased.

 

If the Company becomes subject to Section 13 or 15(d) of the U.S. Exchange Act, in connection with any offer to repurchase Notes under this Section 4.8 (provided that such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the U.S. Exchange Act at the time of such offer or purchase), and subject to any exemptions under applicable law, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the U.S. Exchange Act, (b) if required, file the related Schedule TO (or any successor schedule, form or report) under the U.S. Exchange Act, (c) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Section 4.8 to be exercised in the time and in the manner specified in this Section 4.8, and (d) comply with any Canadian laws which may then be applicable in the event of a fundamental change.

 

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4.9 Deposit of Maturity Monies

 

Payment on maturity of Notes shall be provided for by the Company depositing with the Note Trustee or any paying agent to the order of the Note Trustee, on or before 11:00 a.m. (Vancouver time) on the Business Day immediately prior to the Maturity Date such sums of money as may be sufficient to pay the principal amount of the Notes, together with a sum of money sufficient to pay all accrued and unpaid interest thereon up to but excluding the Maturity Date, provided the Company may elect to satisfy this requirement by providing the Note Trustee with one or more certified cheques or with funds by electronic transfer, for such amounts required under this Section 4.9. The Company shall also deposit with the Note Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Note Trustee in connection therewith. Every such deposit shall be irrevocable. From the sums so deposited, the Note Trustee shall pay or cause to be paid to the holders of such Notes, upon surrender of such Notes, the principal, premium (if any) and interest (if any) to which they are respectively entitled on maturity.

 

Article 5
CONVERSION OF NOTES

 

5.1 Applicability of Article

 

Any Notes issued hereunder which by their terms are convertible (subject, however, to any applicable restriction of the conversion of Notes) will be convertible into Common Shares, at such conversion rate or rates, and on such date or dates, as set forth in Section 2.2(f). All Common Shares issued upon conversion of Notes shall be Freely Tradeable Common Shares.

 

Such right of conversion shall extend only to the maximum number of whole Common Shares into which the aggregate principal amount of the Note or Notes surrendered for conversion at any one time by the holder thereof may be converted. Fractional interests in Common Shares shall be adjusted for in the manner provided in Section 5.7.

 

5.2 Notice of Expiry of Conversion Privilege

 

Notice of the expiry of the conversion privileges of the Notes shall be given by or on behalf of the Company and Midas, not more than 60 days and not less than 30 days prior to the date fixed for the Time of Expiry, in the manner provided in Section 14.3.

 

5.3 Revival of Right to Convert

 

If the payment of the Redemption Price of any Note called for redemption by the Company is not made or the payment of the purchase price of any Note which has been tendered pursuant to the Change of Control Purchase Offer or in acceptance of any offer by the Company to purchase Notes for cancellation is not made, in the case of a redemption upon due surrender of such Note or in the case of a purchase on the date on which such purchase is required to be made, as the case may be, then, the right to convert such Note shall revive and continue as if such Note had not been called for redemption or tendered in acceptance of the Company’s offer, respectively.

 

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5.4 Manner of Exercise of Right to Convert

 

(a) The holder of a Note desiring to convert such Note in whole or in part into Common Shares in accordance with the Conversion Right granted by Midas pursuant to Section 2.2(f)(i) shall surrender such Note to the Note Trustee at its principal offices in Vancouver together with a conversion notice in the form attached hereto as Schedule D duly executed by the holder or his or her executors or administrators or other legal representatives or his, her or their attorney duly appointed by an instrument in writing in form and executed in a manner reasonably satisfactory to the Note Trustee, exercising his or her right to convert such Note in accordance with the provisions of this Article 5; provided that with respect to a Global Note, the obligation to surrender a Note to the Note Trustee shall be satisfied if the Note Trustee makes notation on the Global Note of the principal amount thereof so converted and the Note Trustee is provided with all other documentation which it may request. Thereupon, subject to payment of all applicable stamp or security transfer, income, withholding or other taxes or other governmental charges and compliance with all reasonable requirements of the Note Trustee, the Conversion Price shall have been paid and such Noteholder or his or her nominee(s) or assignee(s) shall be entitled to be entered in the books of Midas as at the Date of Conversion (or such later date as is specified in Section 5.4(b)), as the holder of the number of Common Shares into which such Note is convertible, in accordance with the provisions of this Article and, as soon as practicable thereafter, the Company shall (i) deliver or cause to be delivered to the Noteholder, or subject as aforesaid, his or her nominee(s) or assignee(s) such certificate or certificates for such Common Shares; and (ii) make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 5.4(e) hereof or in respect of fractional Common Shares as provided in Section 5.7.

 

(b) For the purposes of this Article, a Note shall be deemed to be surrendered for conversion on the date on which it is so surrendered in proper form when the register of the Note Trustee is open and in accordance with the provisions of this Article or, in the case of a Global Note, on the date on which the Note Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Note so surrendered by post or other means of transmission, on the date on which it is received in proper form by the Note Trustee at its office specified in Section 5.4(a); provided that if a Note is surrendered for conversion on a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened (in each case the “Date of Conversion”).

 

(c) Any part of a Note may be converted as provided in this Article 5 and all references in this Indenture to conversion of Notes shall be deemed to include conversion of such parts.

 

(d) The holder of any Note of which only a part is converted shall, upon the exercise of his or her right of conversion, surrender such Note to the Note Trustee, and the Note Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Note or Notes in an aggregate principal amount equal to the unconverted part of the principal amount of the Note so surrendered or, with respect to a Global Note, the Depository shall make notations on the Global Notes of the principal amount thereof so converted.

 

 

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(e) The holder of a Note surrendered for conversion in accordance with this Section 5.4 shall be entitled to receive accrued and unpaid interest in respect thereof from and including the most recent Interest Payment Date to which interest has been paid to, but not including, the Date of Conversion of such Note by way of cash payment (less any taxes required to be deducted, which would be subject to Section 2.12), provided that no such cash payment shall be issued for an amount less than C$10.00, and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of holders of Common Shares of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 5.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

 

(f) The certificates representing the Common Shares issued upon any conversion hereunder, if issued prior to the date which is four months and one day after the issuance of the Notes, will bear the following legends substantially in the following form with the necessary information inserted:

 

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE ISSUANCE OF THE NOTES].

 

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX."

 

(g) Midas shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of the Company’s delivery of Common Shares to holders of Notes upon the conversion of the Notes as provided herein, and Midas hereby covenants and agrees to deliver any Common Shares necessary to the Company for the purposes of the Company satisfying its obligations hereunder.

 

(h) Notwithstanding anything to the contrary herein, the Notes may be converted, and Common Shares may only be issued, in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Prior to the issuance of Common Shares upon any such conversion, Midas, the Company or the Note Trustee may require the delivery of an opinion of counsel or other evidence, reasonably satisfactory to Midas or the Company, as applicable, and the Note Trustee to the effect that the issuance of such Common Shares does not require registration under the U.S. Securities Act. If required by applicable requirements of the U.S. Securities Act or state securities laws, such Common Shares shall be issued in definitive, fully registered form, and the certificates representing such Common Shares shall, for so long as required by the U.S. Securities Act or applicable state securities laws, bear the legend set forth in Section 2.3(d).

 

 

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5.5 Eligible Holder Put Right

 

(a) In lieu of surrendering all or any portion of a Note to the Note Trustee in accordance with Section 5.4(a), an Eligible Holder of such Note shall have, and Midas hereby grants such Eligible Holder, the right (the “Put Right”) at any time, at such Eligible Holder’s option, to transfer such Note or part thereof to Midas in exchange for the issuance of the same number of Common Shares by Midas, and Midas shall have the obligation to accept any Note transferred to it by an Eligible Holder thereof upon the exercise of a Put Right and to issue such number of Common Shares to such Eligible Holder as would have been issued if such Note had been converted into Common Shares under Article 5. An Eligible Holder of a Note desiring to exercise a Put Right in respect of such Note shall surrender such Note to the Note Trustee at its principal offices in Vancouver together with a put notice in the form attached hereto as Schedule E (the “Put Notice”) duly executed and completed by the Eligible Holder or his or her executors or administrators or other legal representatives or his, her or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Note Trustee, exercising his or her Put Right in accordance with the provisions of this Section 5.5(a), together with the form of assignment duly completed and executed attached hereto to Schedule “A”); provided that with respect to a Global Note, the obligation to surrender a Note to the Note Trustee shall be satisfied if the Note Trustee makes notation on the Global Note of the principal amount thereof so transferred to Midas and the Note Trustee is provided with all other documentation which it may request.

 

(b) An Eligible Holder whose Notes are transferred to Midas in exchange for Common Shares pursuant to the exercise of a Put Right shall be entitled to make a joint income tax election with Midas, pursuant to Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a “Section 85 Election”) with respect to the exchange. The Eligible Holder will be required to provide directly to Midas a completed Section 85 Election form in accordance with the procedures and deadlines set out in the Tax Act (and any applicable provincial income tax law) within 60 days of the receipt by the Note Trustee of the Put Notice. Midas shall, within 60 days after receiving the completed Section 85 Election, and subject to such election being correct and complete and complying with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return a copy of a completed Section 85 Election to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Neither the Company, Midas, Note Trustee nor any successor corporation shall be responsible for the proper completion of any Section 85 Election form nor, except for the obligation of Midas to sign and return duly completed Section 85 Election forms which are received by Midas within 60 days of the receipt by the Note Trustee of the Put Notice, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such Section 85 Election form in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Midas or any successor corporation may choose to sign and return a Section 85 Election form received by it more than 60 days following the receipt by the Note Trustee of the Put Notice, but will have no obligation to do so.

 

 

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The Note Trustee shall have no duty or liability with regard to the Section 85 Election Form pursuant to this section.

 

5.6 Adjustment of Conversion Price

 

The Conversion Price in effect at any date shall be subject to adjustment from time to time as set forth below.

 

(a) If and whenever at any time prior to the Time of Expiry Midas shall (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares, or (iii) issue Common Shares (or other securities convertible into or exchangeable for Common Shares) to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends in the form of Common Shares in lieu of cash dividends paid in the ordinary course on the Common Shares), the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a stock dividend or other distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or dividend or distribution, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 5.6(a) shall occur. Any such issue of Common Shares by way of a stock dividend or other distribution shall be deemed to have been made on the record date for the stock dividend or other distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 5.6. Upon any adjustment to the Conversion Price as set out in this Section 5.6(a), the number of Common Shares to be issued upon conversion shall, in the case of any of the events referred to in (i) or (iii) above, be increased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision, dividend or distribution, or shall, in the case of any of the events referred to in (ii) above, be decreased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation.

 

(b) If and whenever at any time prior to the Time of Expiry, Midas shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per Common Share (or having a conversion price per Common Share) less than 95% of the Current Market Price of the Common Shares on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion price of the convertible or exchangeable securities so offered) by such Current Market Price per Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable). Such adjustment shall be made successively whenever such a record date is fixed.

 

 

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(c) If and whenever at any time prior to the Time of Expiry, Midas shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of any (i) securities, (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days to subscribe for or purchase Common Shares or securities convertible into or exchangeable for Common Shares), (iii) evidences of its indebtedness, or (iv) assets (excluding cash) dividends then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date, less the fair market value (as reasonably determined by the Directors with TSX acceptance, which determination shall be conclusive absent manifest error) of such Common Shares, securities or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price per Common Share. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such Common Shares, securities or assets actually distributed, as the case may be.

 

(d) If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of Midas other than as described in Section 5.6(a) or a consolidation, amalgamation, arrangement or merger of Midas with or into any other Person or other entity, or a sale or conveyance of the property and assets of Midas as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of Midas, any holder of a Note who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and amount of securities or property of Midas or of the Person or other entity resulting from such reclassification, capital reorganization, merger, amalgamation, arrangement or consolidation or other similar transaction, or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that such holder of a Note would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, if, on the record date or the effective date thereof, as the case may be, the holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the conversion right prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction. The Company will take all steps necessary to ensure that the Noteholders will receive the aggregate number of shares, other securities or other property to which they are entitled. If determined appropriate by the Midas Directors, to give effect to or to evidence the provisions of this Section 5.6(d), the Company, Midas, their respective successors, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up or other similar transaction, enter into an indenture which shall provide for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the holder of Notes to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to the kind and amount of securities or property of Midas or other securities or property to which a holder of Notes is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Company, Midas, their respective successors or such purchasing Person or other entity and the Note Trustee pursuant to the provisions of this Section 5.6(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 16. Any indenture entered into between the Company, Midas, their respective successors or such purchasing Person or other entity and the Note Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 5.6(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, consolidations, mergers, sales or conveyances or other similar transactions.

 

 

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(e) If and whenever at any time prior to the Maturity Date Midas shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares in respect of any period, the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the denominator shall be the Current Market Price per Common Share on such record date and of which the numerator shall be the Current Market Price per Common Share on such record date minus the amount in cash per Common Share distributed to holders of Common Shares. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed. Notwithstanding the foregoing, no such adjustment shall be made for dividends paid by Midas in the ordinary course.

 

(f) If any issuer bid made by Midas or any of its Subsidiaries for all or any portion of Common Shares shall expire, then, if the issuer bid shall require the payment to shareholders of consideration per Common Share having a fair market value (determined in the manner set forth below) that exceeds the Current Market Price per Common Share on the last date (the “Expiration Date”) tenders could have been made pursuant to such issuer bid (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “Expiration Time”), the Conversion Price shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Price in effect immediately preceding the close of business on the Expiration Date by a fraction of which (i) the denominator shall be the sum of (A) the fair market value of the aggregate consideration (which fair market value shall initially be determined by the Board of Directors) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Common Shares validly tendered and not withdrawn as of the Expiration Time (the Common Shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Common Shares”) and (B) the product of the number of Common Shares outstanding (less any Purchased Common Shares and excluding any Common Shares held in the treasury of Midas) at the Expiration Time and the Current Market Price per Common Share on the Expiration Date, and (ii) the numerator of which shall be the product of the number of Common Shares outstanding (including Purchased Common Shares but excluding any Common Shares held in the treasury of Midas) at the Expiration Time multiplied by the Current Market Price per Common Share on the Expiration Date, such adjustment to become effective immediately preceding the opening of business on the day following the Expiration Date. In the event that Midas is obligated to purchase Common Shares pursuant to any such issuer bid, but Midas is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Common Shares actually purchased, if any. If the application of this clause (f) of Section 5.6 to any issuer bid would result in a decrease in the Conversion Price, no adjustment shall be made for such issuer bid under this clause (f).

 

 

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For purposes of this Section 5.6(f), the term “issuer bid” shall mean an issuer bid under Applicable Securities Legislation or a take-over bid under Applicable Securities Legislation by a Subsidiary of Midas for the Common Shares and all references to “purchases” of Common Shares in issuer bids (and all similar references) shall mean and include the purchase of Common Shares in issuer bids and all references to “tendered Common Shares” (and all similar references) shall mean and include Common Shares tendered in issuer bids, provided that for greater certainty a transaction which is exempt from the formal bid requirements under Applicable Securities Legislation and in respect of which an offer has not been made to all or substantially all holders of the outstanding Common Shares shall not be applicable to the provisions of this Section 5.6(f).

 

(g) If and whenever at any time prior to the Time of Expiry Midas shall issue Common Shares in a public or private offering at a price that is less than 95% of the Conversion Price in effect immediately prior to such issuance (a “Dilutive Issuance”), then the Conversion Price shall be reduced, immediately following the completion of the Dilutive Issuance, to a price (calculated to four decimal places) determined by multiplying the Conversion Price then in effect by a fraction, (i) the numerator of which shall be the sum of (A) the number of Common Shares outstanding immediately prior to such Dilutive Issuance plus (B) the quotient of (I) the aggregate monetary value of the consideration received by Midas for the total number of Common Shares so issued divided by (II) the Conversion Price in effect prior to the completion of the Dilutive Issuance; and (ii) the denominator of which shall be the sum of (A) the number of Common Shares outstanding immediately prior to such Dilutive Issuance plus (B) the number of such Common Shares issued under the Dilutive Issuance.

 

 

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(h) In any case in which this Section 5.6 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, Midas may defer, until the occurrence of such event, issuing to the holder of any Note converted after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares on and after the Date of Conversion or such later date as such holder would, but for the provisions of this Section 5.6(h), have become the holder of record of such additional Common Shares pursuant to Section 5.4(b).

 

(i) The adjustments provided for in this Section 5.6 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided however, that any adjustments which by reason of this Section 5.6(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment (or upon any conversion into Common Shares).

 

(j) For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of Midas shall not be counted.

 

(k) In the event of any question arising with respect to the adjustments provided in this Section 5.6, including in respect of the Fair Market Value of any consideration, such question shall be conclusively determined by a firm of chartered accountants appointed by the Company or Midas and acceptable to the Note Trustee (who shall not be the auditors of the Company or Midas); such accountants shall have access to all necessary records of the Company and Midas and such determination shall be binding upon the Company, Midas, the Note Trustee, and the Noteholders, subject to regulatory approval, if required. The fees and expenses of such accountants shall be borne by the Company.

 

(l) In case the Company or Midas shall take any action, or any event shall occur, affecting the Common Shares other than action described in this Section 5.6, which in the opinion of the Midas Directors acting in good faith would materially affect the rights of Noteholders, the Conversion Price and the Common Shares or other securities or property issuable or deliverable upon a conversion of Notes, as applicable, shall be adjusted in such manner and at such time, by action of the Midas Directors and the Company, subject to, as required, the prior written consent of any exchange on which the Notes are then listed, as the Midas Directors, in their sole discretion, acting in good faith, may determine to be equitable in the circumstances, provided however that no adjustment that would not benefit the holders shall be made.

 

 

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(m) Subject to, as required, the prior written consent of the TSX (or, if the Common Shares are not listed thereon, such other exchange on which the Common Shares are then listed), no adjustment in the Conversion Price shall be made in respect of any event described in Sections 5.6(a), 5.6(b), 5.6(c), 5.6(e) or 5.6(f) other than the events described in 5.6(a)(i) or 5.6(a)(ii) if the holders of the Notes are entitled to participate in such event on the same terms mutatis mutandis as though and with the same effect as if they had converted their Notes prior to the effective date or record date, as the case may be, of such event.

 

(n) Except as stated above in this Section 5.6, no adjustment will be made in the Conversion Price for any Notes as a result of the issuance of Common Shares at less than the Current Market Price for such Common Shares on the date of issuance.

 

5.7 No Requirement to Issue Fractional Common Shares

 

The Company shall not be required to cause the issuance of fractional Common Shares upon the conversion of Notes pursuant to this Article. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of whole Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of such Notes to be converted. If any fractional interest in a Common Share would, except for the provisions of this Section, be deliverable upon the conversion of any principal amount of Notes, the Company or Midas, as the case may be, shall, in lieu of delivering, or causing the delivery of, any certificate representing such fractional interest, make a cash payment to the holder of such Note of an amount equal to the Current Market Price of such fractional interest, provided that, in the event that the value of such fractional Common Share is less than C$10.00, such payment need not be made by the Company or Midas, as the case may be.

 

5.8 Midas to Reserve Common Shares

 

Midas covenants with the Note Trustee and the Noteholders that it will at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issuing such Common Shares in connection with a conversion of Notes or the transfer of the Notes pursuant to Section 5.5, the maximum number of Common Shares as shall then be deliverable by the Company or Midas, as the case may be, upon the conversion or transfer of all outstanding Notes at that time, to enable and permit the Company or Midas, as the case may be, to perform its obligations hereunder to deliver the requisite number of Common Shares to Noteholders who exercise their conversion rights or Put Rights hereunder. Midas covenants with the Note Trustee that all Common Shares, which shall be so issuable, shall be duly and validly issued as fully-paid and non-assessable. Midas further covenants with the Note Trustee that it shall take all actions and do all things necessary or desirable to enable and permit the Company, in accordance with applicable law, to perform all of its obligations hereunder.

 

 

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5.9 Cancellation of Converted Notes

 

All Notes converted in whole or in part under the provisions of this Article (but not including any Notes transferred to Midas pursuant to exercise of the Put Right) shall be forthwith delivered to and cancelled by the Note Trustee and, subject to the provisions of Section 5.4 as to Notes converted in part, no Note shall be issued in substitution therefor.

 

5.10 Certificate as to Adjustment

 

The Company shall from time to time immediately after it or Midas has acquired actual knowledge of the occurrence of any event which requires an adjustment or readjustment as provided in Section 5.6, deliver a Certificate to the Note Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein may be relied upon by the Note Trustee and shall be verified by an opinion of a nationally recognized firm of chartered accountants appointed by the Company or Midas and acceptable to the Note Trustee (who shall not be the auditors of the Company or Midas) and shall be conclusive and binding on all parties in interest. The fees and expenses of such accountants shall be borne by the Company. When so approved, the Company shall forthwith give notice to the Noteholders in the manner provided in Section 14.3 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price. The Note Trustee shall rely, and shall be protected in so doing, upon the certificate of the Company and opinion of chartered accountant and any other document filed by the Company pursuant to this Article 5 for all purposes.

 

5.11 Notice of Special Matters

 

The Company and Midas covenant with the Note Trustee that so long as any Note remains outstanding, they will give written notice to the Note Trustee, and to the Noteholders in the manner provided in Section 14.3, of Midas’ intention to fix a record date for any event referred to in Sections 5.6(a), (b), (c), (d), (e), (f) or (g) which may give rise to an adjustment in the Conversion Price, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company and Midas shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than fourteen (14) days in each case prior to such applicable record date.

 

5.12 Protection of Note Trustee

 

The Note Trustee:

 

(a) shall not at any time be under any duty or responsibility to any Noteholder to determine whether any facts exist which may require any adjustment in the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

 

(b) shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or other securities or property which may at any time be issued or delivered upon the conversion of any Note; and

 

(c) shall not be responsible for any failure of the Company or Midas to make any cash payment or to issue, transfer or deliver Common Shares upon the surrender of any Note for the purpose of conversion, or to comply with any of the covenants contained in this Article.

 

 

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Article 6
SHARE INTEREST PAYMENT ELECTION

 

6.1 Common Share Interest Payment Election

 

The Company may, at its option, elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Notes by delivering to the holders and the Note Trustee not less than 30 days and not more than 60 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date by delivering to holders that number of fully paid and non-assessable Freely Tradeable Common Shares having an aggregate market value equal to the aggregate amount of interest due, such number of Freely Tradeable Common Shares equal to the quotient of (i) the aggregate amount of interest due and (ii) a deemed price equal to the VWAP of the Common Shares on the TSX (or if not listed thereon, the primary stock exchange on which the Common Shares are listed) for the five trading days immediately preceding the Interest Payment Date (the “Common Share Interest Payment Election”).

 

(a) The Company’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the Interest Payment Date:

 

(i) the Freely Tradeable Common Shares to be delivered by the Company on exercise of the Common Share Interest Payment Election shall be issued from treasury of Midas and shall be fully paid and non-assessable;

 

(ii) the listing or quotation of such Freely Tradeable Common Shares on the TSX or any successor exchange on which the Common Shares are listed for trading;

 

(iii) Midas being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation;

 

(iv) no Event of Default shall have occurred and be continuing;

 

(v) the receipt by the Note Trustee of a Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Freely Tradeable Common Shares to be delivered and the VWAP of the Common Shares on the TSX (or if not listed thereon, the primary stock exchange on which the Common Shares are listed) for the five trading days immediately preceding the Interest Payment Date; and

 

(vi) the receipt by the Note Trustee (which it shall distribute to any holder who so requests) of a representation, certificate, opinion of counsel or other evidence reasonably satisfactory to the Note Trustee to the effect that such Freely Tradeable Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest on the Notes outstanding, will be validly issued as fully paid and non-assessable, and that conditions (i), (ii) and (iii) above have been satisfied.

 

 

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(b) If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Company shall pay in cash the interest that would otherwise have been satisfied in Freely Tradeable Common Shares, unless the Noteholder waives the conditions which are not satisfied or extends the time by which the Company is to satisfy such conditions.

 

(c) In the event that the Company would be prevented from making the Common Share Interest Payment Election on the basis that such delivery to a particular holder would result in the holder’s aggregate ownership interest in Midas exceeding 49.9% (calculated assuming the conversion of such holder’s Notes) the Company may elect (i) to deliver a number of Freely Tradeable Common Shares that would result in such holder holding no more than 49.9% of the outstanding Common Shares (calculated assuming the conversion of the holder’s Notes), and (ii) with respect to interest that remains payable to the holder after the issuance described in (i) above, to pay such interest in cash.

 

(d) In the event that the Company exercises a Common Share Interest Payment Election, the Company shall on the relevant Interest Payment Date cause the delivery of the Freely Tradeable Common Shares and, if applicable, the cash payable in connection therewith.

 

(e) No fractional Freely Tradeable Common Shares shall be delivered upon the exercise of a Common Share Interest Payment Election but, in lieu thereof, the Company shall pay to the Note Trustee for the account of the holders the cash equivalent thereof determined on the basis of the VWAP of the Common Shares on the TSX (or if not listed thereon, the primary stock exchange on which the Common Shares are listed) for the ten trading days immediately preceding the Interest Payment Date, such VWAP as stated in the Certificate provided in section 6.1(a)(v) above, provided that, in the event that the value of such fractional Common Share is less than C$10.00, such payment need not be made by the Company.

 

(f) A holder shall be treated as the shareholder of record of the Freely Tradeable Common Shares delivered on due exercise by the Company of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Note Trustee receives the same, it shall hold the same under gratuitous deposit for the benefit of such holder.

 

(g) Midas shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of the Company’s delivery of Freely Tradeable Common Shares to holders of Notes upon the Company’s exercise of a Common Share Interest Payment Election as provided herein, and Midas hereby covenants and agrees to deliver to the Company any Freely Tradeable Common Shares necessary to the Company for the purposes of the Company satisfying its obligations hereunder.

 

 

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(h) Midas shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon the Company’s exercise of a Common Share Interest Payment Election and shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Freely Tradeable Common Shares as provided in Section 6.1(a)(ii).

 

(i) Common Shares issuable in respect of interest payable on the Notes that bear the legend set forth in Section 2.3(d) shall be issued in definitive, fully registered form, and such certificates shall, for so long as required by the U.S. Securities Act or applicable state securities laws, bear the legends set forth in Section 2.3(d).

 

Article 7
COVENANTS OF the Company

 

The Company hereby covenants and agrees with the Note Trustee for the benefit of the Note Trustee and the Noteholders, that so long as any Notes remain outstanding:

 

7.1 To Pay Principal and Interest

 

The Company will duly and punctually pay or cause to be paid to every Noteholder the principal of and interest accrued on the Notes of which it is the holder on the dates, at the places and in the manner mentioned herein and in the Notes.

 

7.2 To Pay Note Trustee’s Remuneration

 

The Company covenants that it will pay to the Note Trustee reasonable remuneration for its services hereunder and will pay or reimburse the Note Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Note Trustee in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ), including, without limitation, all costs incurred by the Trustee in complying with any laws applicable to trustees as a result of its acting hereunder both before any default hereunder and thereafter until all the duties of the Note Trustee under the trusts hereof shall be finally and fully performed. Any amount due under this Section 7.2 and unpaid thirty days after request for such payment shall bear interest from the expiration of such thirty days at a rate per annum equal to the then current rate charged by the Note Trustee from time to time, payable on demand. After default, all amounts so payable and the interest thereon shall be payable out of any funds coming into the possession of the Note Trustee or its successors in the trusts hereunder in priority to any payment of the principal of or interest or premium on the Notes. Such remuneration shall continue to be payable until the trusts hereof be finally wound up and whether or not the trusts of this Indenture shall be in the course of administration by or under the direction of a court of competent jurisdiction.

 

7.3 To Give Notice of Default

 

The Company shall notify the Note Trustee in writing upon any Event of Default hereunder.

 

 

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7.4 Preservation of Existence, etc.

 

Subject to Article 11 hereof, the Company shall, and shall cause each of its Subsidiaries to preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization, except in the case of a Subsidiary where the failure to do so would individually or in the aggregate not have a Material Adverse Effect; and take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business.

 

7.5 Keeping of Books

 

The Company will keep or cause to be kept proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company in accordance with generally accepted accounting principles.

 

7.6 Annual Certificate of Compliance

 

The Company shall deliver to the Note Trustee, within 120 days after the end of each calendar year, a Certificate as to the knowledge of the officer(s) of the Company who executes the Certificate of the Company’s compliance with all conditions and covenants in this Indenture certifying that after reasonable investigation and inquiry, the Company has complied with all covenants, conditions or other requirements contained in this Indenture for which it is responsible, the non-compliance with which could, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be.

 

7.7 Reporting Requirements

 

In the event that the Company has any Notes outstanding, the Company will provide the Note Trustee and the Holders upon their request with copies of Midas’ continuous disclosure documents furnished to holders of the Common Shares under Applicable Securities Legislation. Delivery of such documents to the Note Trustee is for informational purposes only and the Note Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder. In the event that Midas is no longer subject to such Applicable Securities Legislation, including as a result of it ceasing to be a reporting issuer, the Company shall (A) maintain a website or otherwise make publicly available “current information” about Midas as defined in Rule 144(c), and (B) continue to provide the Note Trustee and the Holders upon request, to the extent that such documents have prepared: (i) within 90 days after the end of each fiscal year of Midas, copies of Midas’ annual audited report and annual consolidated financial statements, (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Midas, Midas’ interim unaudited consolidated financial statements that shall, at a minimum, contain such information required to be provided in quarterly reports of a reporting issuer under the Applicable Securities Laws of the Province of British Columbia and (iii) copies of proxy materials sent to holders of Common Shares even though a holder of Notes will not be permitted to attend or vote at any meeting of shareholders unless it is otherwise a holder of Common Shares. Upon receipt of any reports or financial statements required to be delivered to the Note Trustee, the Trustee shall, while such statements are current, maintain custody of same and make same available for inspection by Noteholders on their reasonable request. No obligation shall rest with the Note Trustee to analyze such statements, or evaluate the performance of the Company as indicated therein, in any manner whatsoever. The Note Trustee shall under no circumstances be deemed to provide legal, investment, tax or trading advice or counseling.

 

 

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The Company hereby confirms that Midas is subject to Applicable Securities Legislation in British Columbia and is a reporting issuer under Applicable Securities Legislation of British Columbia as of the date hereof. Should Midas cease to become subject to such Applicable Securities Legislation, including as a result of it ceasing to be a reporting issuer, the Company shall provide a written notice to that effect to the Note Trustee. For the requirements of Section 7.7 noted above, the Note Trustee shall assume compliance by the Company until the Trustee receives written notice that the Company is no longer subject to such Applicable Securities Legislation, including as a result of it ceasing to be a reporting issuer.

 

7.8 Performance of Covenants by Note Trustee

 

If the Company fails to perform any of its covenants contained in this Indenture, the Note Trustee may notify the Noteholders of such failure on the part of the Company or may itself perform any of the covenants capable of being performed by it, but shall be under no obligation to do so or to notify the Noteholders. All sums so expended or advanced by the Note Trustee shall be repayable as provided in Section 7.2. No such performance, expenditure or advance by the Note Trustee shall be deemed to relieve the Company of any default hereunder or from its continuing indebtedness.

 

7.9 Transfer of Notes

 

For so long as any Notes are outstanding and “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, at any time when the Company is not subject to Section 13 or 15(d) of the U.S. Exchange Act, upon the request of any holder of U.S. Restricted Notes, the Company will promptly furnish or cause to be furnished Rule 144A Information to such holder of U.S. Restricted Notes, or to a prospective purchaser of any such security designated by any such holder, to the extent required to permit compliance by any such holder with Rule 144A, for so long as the provision of such information is required in order to permit the resale of the Notes pursuant to Rule 144A.

 

7.10 Solicitation of Note Conversion

 

Each of the Company and Midas agrees not to pay any commission or other remuneration within the meaning of Section 3(a)(9) of the U.S. Securities Act, directly or indirectly, for soliciting the conversion of any Notes.

 

7.11 Residence

 

The Company is, and shall be at all times, not resident in Canada for the purposes of the Tax Act.

 

 

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Article 8
COVENANTS OF MIDAS

 

Midas hereby covenants and agrees with the Company and Note Trustee for the benefit of the Company and the Note Trustee and the Noteholders, that so long as any Notes remain outstanding:

 

8.1 Issuance of Common Shares

 

Midas shall issue and deliver to the Company or Noteholders any Common Shares required to be delivered to a Noteholder on a conversion of the Notes or in connection with the exercise of a Put Right hereunder.

 

8.2 No Dividends on Common Shares if Event of Default

 

Midas shall not declare or pay any dividend to the holders of its issued and outstanding Common Shares after the occurrence of an Event of Default unless and until such Event of Default shall have been cured or waived or shall have ceased to exist.

 

8.3 Maintain Listing

 

Midas shall ensure that the Common Shares are listed and posted for trading on the TSX or other recognized stock exchange in North America and shall maintain such listing and posting for trading of the Common Shares on the TSX or such other stock exchange and shall maintain its status as a “reporting issuer” not in default of Applicable Securities Legislation of the Province of British Columbia; provided that the foregoing covenant shall not prevent or restrict Midas from carrying out a transaction to which Article 11 would apply if carried out in compliance with Article 11 even if as a result of such transaction Midas ceases to be a “reporting issuer” in all or any of the Qualifying Provinces or the Common Shares cease to be listed on the TSX or any other stock exchange.

 

8.4 Maintain the Company

 

Midas shall maintain the Company as a wholly-owned Subsidiary.

 

8.5 Guarantee

 

Midas shall enter into, and perform all of its obligations under, a guarantee indenture in substantially the form attached as Schedule G hereto, to be entered into among Midas, the Company and the Note Trustee on closing of the Offering in respect of the Company’s obligations hereunder.

 

 

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Article 9
DEFAULT

 

9.1 Events of Default

 

Each of the following events constitutes, and is herein sometimes referred to as, an “Event of Default”:

 

(a) failure for 15 days to pay interest on the Notes when due; provided that the Company’s failure to pay interest on the Notes because cash is not available and Midas is prohibited by Applicable Laws or as contemplated in Sections 6.1(a) and 6.1(c) from issuing Freely Tradeable Common Shares in lieu thereof will not be an Event of Default, if the amount of unpaid interest is added to the principal of the Notes then outstanding hereunder, which shall be evidenced by the issue of Notes in the principal amount equal to such unpaid interest without the right to convert such principal amount into Freely Tradeable Common Shares;

 

(b) failure to pay principal or premium, if any, on the Notes when due whether at maturity, upon redemption or pursuant to a Change of Control Purchase Offer, by declaration or otherwise (whether such payment is due in cash, Common Shares or other securities or property or a combination thereof);

 

(c) default in the delivery, when due, of all cash and any Common Shares or other consideration payable on conversion with respect to the Notes, which default continues for 15 days;

 

(d) the Company fails to comply with Article 11 hereof;

 

(e) the Company or any of its Affiliates, pursuant to or within the meaning of any Bankruptcy Law:

 

(i) commences a voluntary case or proceeding;

 

(ii) consents to the entry of an order for relief against it in an involuntary case or proceeding;

 

(iii) consents to the appointment of a custodian of it or for any substantial part of its property; or

 

(iv) makes a general assignment for the benefit of its creditors;

 

or takes any comparable action under any foreign laws relating to insolvency;

 

 

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(f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

 

(i) is for relief against the Company or any of its Affiliates in an involuntary case;

 

(ii) appoints a custodian of the Company or any of its Affiliates for any substantial part of the property of the Company; or

 

(iii) orders the winding up or liquidation of the Company or any of its Affiliates;

 

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;

 

(g) if a resolution is passed for the winding-up or liquidation of the Company or any of its Affiliates except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 11.1 are duly observed and performed;

 

(h) if, after the date of this Indenture, any proceedings with respect to the Company or any of its Affiliates are taken with respect to a compromise or arrangement, with respect to creditors of the Company or any of its Affiliates generally, under the applicable legislation of any jurisdiction;

 

(i) default by the Company or Midas in the observance or performance of any term, covenant or condition of the Indenture for which it is responsible and the failure to cure (or obtain a waiver for) such default for a period of 30 days after the earlier of (1) notice in writing has been given by the Note Trustee or from holders of not less than 25% in aggregate outstanding principal amount of the Notes to the Company specifying such default and requiring the Company or Midas, as applicable, to rectify such default or obtain a waiver for same, and (2) the delivery of notice by the Company of such default;

 

(j) any failure by the Company or any of its Affiliates to comply with the terms of any indebtedness of the Company or its Affiliates in an aggregate amount of C$5,000,000 or more (or the foreign currency equivalent) that results in an acceleration of such Indebtedness prior to maturity;

 

(k) failure to make a Change of Control Purchase Offer in accordance with Section 2.2(h);

 

(l) any seizure of all or substantially all or a material portion of the assets of the Company, any of its Affiliates or any of their respective Subsidiaries by a secured creditor which is not dismissed or discharged within 60 days; or

 

(m) breach by Midas of Section 2.1 of the Investor Rights Agreement.

 

in each and every such event listed above, (x) the Note Trustee may, in its discretion, and shall, upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Notes then outstanding, subject to the provisions of Section 9.3, by notice in writing to the Company declare the principal of and interest and premium, if any, on all Notes then outstanding, plus the value of any Common Shares, if applicable, issuable on the exercise of any conversion, and all other monies outstanding hereunder to be due and payable and the same shall thereupon forthwith become immediately due and payable to the Note Trustee, and (y) on the occurrence of an Event of Default under Sections 9.1(e), (f), (h) or (j), the principal of and interest and premium, if any, on all Notes then outstanding hereunder, plus the value of any Common Shares, if applicable, issuable on the exercise of any conversion, and all other monies outstanding hereunder, shall automatically without any declaration or other act on the part of the Note Trustee or any Noteholder become immediately due and payable to the Note Trustee and, in either case, upon such amounts becoming due and payable in either (x) or (y) above, the Company shall forthwith pay to the Note Trustee for the benefit of the Noteholders such principal, accrued and unpaid interest and premium, if any, plus the value of any Common Shares, if applicable, issuable on the exercise of any conversion, and interest on amounts in default on such Note and all other monies outstanding hereunder, together with subsequent interest at the rate borne by the Notes on such principal, interest, premium and such other monies from the date of such declaration or event until payment is received by the Note Trustee, such subsequent interest to be payable at the times and places and in the manner mentioned in and according to the tenor of the Notes. Such payment when made shall be deemed to have been made in discharge of the Company’s obligations hereunder and any monies so received by the Note Trustee shall be applied in the manner provided in Section 9.6.

 

 

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9.2 Notice of Events of Default

 

If an Event of Default shall occur and be continuing, the Note Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Noteholders in the manner provided in Section 14.3.

 

The Note Trustee shall not be required to take notice of any Event of Default or to take any action with respect to such Event of Default involving any expense or liability, unless notice in writing of such Event of Default is formally given to The Manager, Corporate Trust Department, of the Note Trustee and unless it is indemnified and funded, in a manner reasonably satisfactory to it, against such expense or liability. The Note Trustee shall not be deemed to have notice of any Event of Default unless written notice of an Event of Default is received by the Note Trustee in accordance with this Trust Indenture.

 

When notice of the occurrence of an Event of Default has been given and the Event of Default is thereafter cured, notice that the Event of Default is no longer continuing shall be given by the Note Trustee to the Noteholders within 15 days after the Note Trustee receives written notice that the Event of Default has been cured.

 

9.3 Waiver of Event of Default

 

Upon the happening of any Event of Default hereunder:

 

(a) the holders of the Notes shall have the power (in addition to the powers exercisable by Extraordinary Resolution as hereinafter provided) by requisition in writing by the holders of a majority of the principal amount of Notes then outstanding or by Ordinary Resolution of Noteholders at a meeting held in accordance with Article 13 hereof, to instruct the Note Trustee to waive any Event of Default and to cancel any declaration made by the Note Trustee pursuant to Section 9.1 and the Note Trustee shall thereupon waive the Event of Default and cancel such declaration, or either, upon such terms and conditions as shall be prescribed in such requisition; and

 

(b) the Note Trustee, so long as it has not become bound to declare the principal and interest on the Notes then outstanding to be due and payable, or to obtain or enforce payment of the same, shall have power to waive any Event of Default if, in the Note Trustee’s opinion, relying on the opinion of Counsel, the same shall have been cured or adequate satisfaction made therefor within any applicable cure period, and in such event to cancel any such declaration theretofore made by the Note Trustee in the exercise of its discretion, upon such terms and conditions as the Note Trustee may deem advisable.

 

No such act or omission either of the Note Trustee or of the Noteholders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

 

 

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9.4 Enforcement by the Note Trustee

 

Subject to the provisions of Section 9.3 and to the provisions of any Extraordinary Resolution that may be passed by the Noteholders, if the Company shall fail to pay to the Note Trustee, forthwith after the same shall have been declared to be due and payable under Section 9.1, the principal of and premium (if any) and interest on all Notes then outstanding, together with any other amounts due hereunder, the Note Trustee may in its discretion and shall upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Notes then outstanding and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as trustee hereunder to obtain or enforce payment of such principal of and premium (if any) and interest on all the Notes then outstanding together with any other amounts due hereunder by such proceedings authorized by this Indenture or by law or equity as the Note Trustee in such request shall have been directed to take, or if such request contains no such direction, or if the Note Trustee shall act without such request, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Note Trustee shall deem expedient.

 

The Note Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Notes, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Note Trustee and of the holders of the Notes allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Company or its creditors or relative to or affecting its property. The Note Trustee is hereby irrevocably appointed (and the successive respective holders of the Notes by taking and holding the same shall be conclusively deemed to have so appointed the Note Trustee) the true and lawful attorney-in-fact of the respective holders of the Notes with authority to make and file in the respective names of the holders of the Notes or on behalf of the holders of the Notes as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Notes themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such holders of the Notes, as may be necessary or advisable in the opinion of the Note Trustee based on the advice of Counsel, in order to have the respective claims of the Note Trustee and of the holders of the Notes against the Company or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that subject to Section 9.3, nothing contained in this Indenture shall be deemed to give to the Note Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Noteholder.

 

 

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The Note Trustee shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised by Counsel shall be necessary or advisable to preserve and protect its interests and the interests of the Noteholders.

 

All rights of action hereunder may be enforced by the Note Trustee without the possession of any of the Notes or the production thereof at the trial or other proceedings relating thereto. Any such suit or proceeding instituted by the Note Trustee shall be brought in the name of the Note Trustee as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the holders of the Notes subject to the provisions of this Indenture. In any proceeding brought by the Note Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Note Trustee shall be a party) the Note Trustee shall be held to represent all the holders of the Notes, and it shall not be necessary to make any holders of the Notes parties to any such proceeding.

 

9.5 No Suits by Noteholders

 

No holder of any Note shall have any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing payment of the principal of or premium (if any) or interest on the Notes or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or to have the Company wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless: (a) such holder shall previously have given to the Note Trustee written notice of the happening of an Event of Default hereunder; and (b) the Noteholders by Extraordinary Resolution or by written instrument signed by the holders of at least 25% in principal amount of the Notes then outstanding shall have made a request to the Note Trustee and the Note Trustee shall have been afforded reasonable opportunity either itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose; and (c) the Noteholders or any of them shall have furnished to the Note Trustee, when so requested by the Note Trustee, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and (d) the Note Trustee shall have failed to act within a reasonable time after such notification, request and offer of indemnity and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Note Trustee, to be conditions precedent to any such proceeding or for any other remedy hereunder by or on behalf of the holder of any Notes.

 

9.6 Application of Monies by Note Trustee

 

(a) Except as herein otherwise expressly provided, any monies received by the Note Trustee from the Company pursuant to the foregoing provisions of this Article 9, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Company, shall be applied, together with any other monies in the hands of the Note Trustee available for such purpose, as follows:

 

(i) first, in payment or in reimbursement to the Note Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Note Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided;

 

 

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(ii) second, but subject as hereinafter in this Section 9.6 provided, in payment, rateably and proportionately to the holders of Notes, of the principal of and premium (if any) and accrued and unpaid interest and interest on amounts in default on the Notes which shall then be outstanding in the priority of principal first and then premium and then accrued and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal, premium (if any) and interest as may be directed by such resolution; and

 

(iii) third, in payment of the surplus, if any, of such monies to the Company or its assigns; provided, however, that no payment shall be made pursuant to clause (ii) above in respect of the principal, premium or interest on any Note held, directly or indirectly, by or for the benefit of the Company or any of its Affiliates (other than any Note pledged for value and in good faith to a person other than the Company but only to the extent of such person’s interest therein) except subject to the prior payment in full of the principal, premium (if any) and interest (if any) on all Notes which are not so held.

 

(b) The Note Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Note Trustee may think necessary to provide for the payments mentioned in Section 9.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Notes, but it may retain the money so received by it until the money representing the same, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment or distribution hereunder.

 

9.7 Notice of Payment by Note Trustee

 

Not less than 15 days’ notice shall be given in the manner provided in Section 14.3 by the Note Trustee to the Noteholders of any payment to be made under this Article 9. Such notice shall state the time when and place where such payment is to be made and also the liability under this Indenture to which it is to be applied. After the day so fixed, unless payment shall have been duly demanded and have been refused, the Noteholders will be entitled to interest only on the balance (if any) of the principal monies, premium (if any) and interest due (if any) to them, respectively, on the Notes, after deduction of the respective amounts payable in respect thereof on the day so fixed.

 

9.8 Note Trustee May Demand Production of Notes

 

The Note Trustee shall have the right to demand production of the Notes in respect of which any payment of principal, interest or premium required by this Article 9 is made and may cause to be endorsed on the same a memorandum of the amount so paid and the date of payment, but the Note Trustee may, in its discretion, dispense with such production and endorsement, upon such indemnity being given to it and to the Company as the Note Trustee shall deem sufficient.

 

 

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9.9 Remedies Cumulative

 

No remedy herein conferred upon or reserved to the Note Trustee, or upon or to the holders of Notes is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

 

9.10 Judgment Against the Company

 

The Company covenants and agrees with the Note Trustee that, in case of any judicial or other proceedings to enforce the rights of the Noteholders, judgment may be rendered against it in favour of the Noteholders or in favour of the Note Trustee, as trustee for the Noteholders, for any amount which may remain due in respect of the Notes and premium (if any) and the interest thereon and any other monies owing hereunder.

 

9.11 Action by Note Trustee

 

Unless and until it shall have been required so to do under the terms hereof, the Note Trustee shall not be bound to do or take any act, action or proceeding in virtue of the powers conferred on it hereby, nor shall the Note Trustee be required to take notice of any default or Event of Default hereunder, other than:

 

(a) an Event of Default by the Company in payment of any moneys required by any provision hereof to be paid to the Note Trustee; or

 

(b) any default or Event of Default of which the Note Trustee has actual knowledge.

 

Unless and until notified in writing of such default or Event of Default (which notice shall distinctly specify the default or Event of Default desired to be brought to the attention of the Note Trustee) and in the absence of any such notice and subject as aforesaid, the Note Trustee may for all purposes of this Indenture conclusively assume that the Company is not in default hereunder and that no default or Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Note Trustee to determine whether the Note Trustee shall take action with respect to any default or Event of Default or take action without any such notice or requisition.

 

Article 10
SATISFACTION AND DISCHARGE

 

10.1 Cancellation

 

Subject to applicable retention requirements, all Notes shall forthwith after payment thereof be delivered to the Note Trustee and cancelled by it. All Notes cancelled or required to be cancelled under this or any other provision of this Indenture shall be cancelled by the Note Trustee and, if required by the Company, the Note Trustee shall furnish to it a cancellation certificate setting out the designating numbers of the Notes so cancelled. For greater certainty, this provision shall not apply to any Notes acquired by Midas pursuant to the exercise of the Put Right.

 

With regards to Notes transferred and registered to Midas, Midas can provide written instructions to cancel the Notes. Furthermore, should all remaining Notes be registered to Midas, Midas consents that the Trustee can resign under the Trust Indenture and no replacement or substitute Trustee is to be appointed.

 

 

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10.2 Non-Presentation of Notes

 

In case the holder of any Note shall fail to present the same for payment on the date on which the principal, premium (if any) or the interest thereon or represented thereby becomes payable either at maturity or otherwise or shall not accept payment on account thereof and give such receipt therefor, if any, as the Note Trustee may require:

 

(a) the Company shall be entitled to pay or deliver to the Note Trustee and direct the Note Trustee to set aside;

 

(b) in respect of monies in the hands of the Note Trustee which may or should be applied to the payment of the Notes, the Company shall be entitled to direct the Note Trustee to set aside; or

 

(c) if the redemption was pursuant to notice given by the Note Trustee, the Note Trustee may itself set aside,

 

in each case, the monies, in trust to be paid or delivered to the holder of such Note upon due presentation or surrender thereof in accordance with the provisions of this Indenture; and thereupon the principal or premium (if any) or the interest payable on or represented by each Note in respect whereof such monies have been set aside shall be deemed to have been paid and the holder thereof shall thereafter have no right in respect thereof except that of receiving delivery and payment of the monies, so set aside by the Note Trustee upon due presentation and surrender thereof, subject always to Section 10.3.

 

10.3 Repayment of Unclaimed Monies

 

Subject to Applicable Laws, any monies set aside under Section 10.2 and not claimed by and paid to holders of Notes as provided in Section 10.2 within six years after the date of such setting aside shall be repaid and delivered to the Company on its demand by the Note Trustee and thereupon the Note Trustee shall be released from all further liability with respect to such monies and thereafter the holders of the Notes in respect of which such monies were so repaid to the Company shall have no rights in respect thereof except to obtain payment and delivery of the monies from the Company subject to any limitation provided by the laws of the Province of British Columbia.

 

10.4 Discharge

 

The Note Trustee shall at the written request of the Company release and discharge this Indenture and execute and deliver such instruments as it shall be advised by Counsel are requisite for that purpose and to release the Company and Midas from their covenants herein contained (other than the provisions relating to the indemnification of the Note Trustee), upon proof being given to the reasonable satisfaction of the Note Trustee that the principal and premium (if any) of and interest (including interest on amounts in default, if any), on all the Notes and all other monies payable hereunder have been paid or satisfied or that all the Notes having matured or having been duly called for redemption, payment of the principal of and interest (including interest on amounts in default, if any) on such Notes and of all other monies payable hereunder has been duly and effectually provided for in accordance with the provisions hereof.

 

 

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10.5 Satisfaction

 

(a) The Company shall be deemed to have fully paid, satisfied and discharged all of the outstanding Notes and the Note Trustee, at the expense of the Company, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Notes, when, with respect to all of the outstanding Notes either:

 

(i) the Company has deposited or caused to be deposited with the Note Trustee as trust funds or property in trust for the purpose of making payment on such Notes, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of principal, premium, if any, and interest, if any, to maturity or any repayment date or Redemption Dates, or any Change of Control Purchase Date or upon conversion or otherwise, as the case may be, of such Notes; or

 

(ii) the Company has deposited or caused to be deposited with the Note Trustee as trust property in trust for the purpose of making payment on such Notes such amount in Canadian Dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Canadian Government, if applicable, as will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Notes, provided that, for the purposes of Section 10.5(a)(ii), the Note Trustee will be entitled to rely on an opinion of Counsel or such other advisor satisfactory to it in making such a determination; or

 

(iii) all Notes authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Notes for whose payment has been deposited in trust and thereafter repaid to the Company as provided in Section 10.3) have been delivered to the Note Trustee for cancellation;

 

so long as in any such event:

 

(iv) the Company has paid, caused to be paid or made provisions to the satisfaction of the Note Trustee for the payment of all other sums payable or which may be payable with respect to all of such Notes (together with all applicable expenses of the Note Trustee in connection with the payment of such Notes); and

 

(v) the Company has delivered to the Note Trustee a Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Notes have been complied with.

 

 

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Any deposits with the Note Trustee referred to in this Section 10.5 shall be irrevocable, subject to Section 10.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Note Trustee and the Company and which provides for the due and punctual payment of the principal of, and interest and premium, if any, on the Notes being satisfied. In the event that the Note Trustee enters into any such agreement contemplated by this Section 10.5(a), the Note Trustee shall be deemed to have completely and satisfactorily discharged its duties and obligations under this indenture with respect to the Notes being satisfied and all future duties and obligations of the Note Trustee with respect to the satisfied Notes shall be governed solely pursuant to the terms of the new escrow and/or trust agreement, as applicable.

 

(b) Notwithstanding anything to the contrary in Section 10.5(a), the Note Trustee shall not be obligated to accept holdings of any nature or kind which it does not hold for its clients in the ordinary course of business.

 

(c) Upon the satisfaction of the conditions set forth in this Section 10.5 with respect to all the outstanding Notes, the terms and conditions of the Notes, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2, Article 4, Section 15.17 and the other provisions of this Indenture pertaining to the foregoing provisions) shall no longer be binding upon or applicable to the Company.

 

(d) Any funds or obligations deposited with the Note Trustee pursuant to this Section 10.5 shall be denominated in the currency or denomination of the Notes in respect of which such deposit is made.

 

(e) If the Note Trustee is unable to apply any money or securities in accordance with this Section 10.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the affected Notes shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 10.5 until such time as the Note Trustee is permitted to apply all such money or securities in accordance with this Section 10.5, provided that if the Company has made any payment in respect of principal, premium or interest on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such Notes to receive such payment from the money or securities held by the Note Trustee.

 

10.6 Continuance of Rights, Duties and Obligations

 

Where trust funds or trust property have been deposited pursuant to Section 10.5, the holders of Notes and the Company shall continue to have and be subject to their respective rights, duties and obligations under Article 2, Article 4, Section 15.17 and the other provisions of this Indenture pertaining to the foregoing provisions.

 

Article 11
SUCCESSORS

 

11.1 Company may Consolidate, etc., only on Certain Terms

 

(a) The Company may not, without the consent of the holders, consolidate with or amalgamate or merge with or into, or undertake a reorganization or arrangement with, any Person or sell, convey, transfer or lease all or substantially all of the properties and assets of the Company to another Person unless:

 

 

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(i) the Person formed by such consolidation or into which the Company is amalgamated or merged, or who is the successor resulting from such reorganization or arrangement or the Person which acquires by sale, conveyance, transfer or lease all or substantially all of the properties and assets of the Company is a corporation or limited liability company, organized and existing under the laws of Canada or any province or territory thereof or the laws of the United States or any state thereof and such corporation (if other than the Company or the continuing corporation or limited liability company resulting from such a transaction of the Company with another corporation under the laws of Canada or any province or territory thereof) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Note Trustee, in form satisfactory to the Note Trustee, the obligations of the Company under the Notes and this Indenture and the performance or observance of every covenant and provision of this Indenture and the Notes required on the part of the Company to be performed or observed and the conversion rights shall be provided for in accordance with Article 5, by supplemental indenture satisfactory in form to the Note Trustee, executed and delivered to the Note Trustee, by the Person (if other than the Company or the continuing corporation or limited liability company resulting from such a transaction), formed by such consolidation or into which the Company shall have been merged or who is the successor or by the Person which shall have acquired the Company’s assets;

 

(ii) after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

 

(iii) if the Company or the continuing corporation or limited liability company resulting from such transaction will not be the resulting, continuing or surviving corporation or limited liability company, the Company shall have, at or prior to the effective date of such consolidation, amalgamation, merger or sale, conveyance, transfer or lease, delivered to the Note Trustee a Certificate and an opinion of Counsel, each stating that such consolidation, merger or transfer or other transaction complies with this Article 11 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article 11, and that all conditions precedent herein provided for relating to such transaction have been complied with.

 

(b) For purposes of the foregoing, the sale, conveyance, transfer or lease (in a single transaction or a series of related transactions) of the properties or assets of one or more Subsidiaries of the Company (other than to the Company or another wholly-owned Subsidiary of the Company), which, if such properties or assets were directly owned by the Company, would constitute all or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company.

 

 

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11.2 Successor Substituted

 

Upon any consolidation, reorganization or arrangement of the Company with, or amalgamation or merger of the Company into, any other Person or any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, in accordance with Section 11.1, the successor Person formed by such transaction shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, and except for obligations the predecessor Person may have under a supplemental indenture entered into pursuant to Section 11.1(a)(iii), the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes.

 

Article 12
COMPULSORY ACQUISITION

 

12.1 Definitions

 

In this Article:

 

(a) Affiliate” and “Associate” shall have their respective meanings set forth in the Securities Act (British Columbia);

 

(b) Dissenting Noteholders” means a Noteholder who does not accept an Offer referred to in Section 12.2 and includes any assignee of the Note of a Noteholder to whom such an Offer is made, whether or not such assignee is recognized under this Indenture;

 

(c) Offer” means an offer to acquire outstanding Notes where, as of the date of the offer to acquire, the Notes that are subject to the offer to acquire, together with the Offeror’s Notes, constitute in the aggregate 20% or more of the outstanding principal amount of the Notes;

 

(d) offer to acquire” includes an offer to purchase, or a satisfaction of an offer to sell, an acceptance of an offer to sell whether or not such offer to sell has been solicited or any combination thereof and the Person accepting an offer to sell shall be deemed to be making an offer to acquire to the Person that made the offer to sell;

 

(e) Offeror” means a Person, or two or more Persons acting jointly or in concert, who make an Offer to acquire Notes;

 

(f) Offeror’s Notes” means Notes beneficially owned, or over which control or direction is exercised, on the date of an Offer by the Offeror, any Affiliate or Associate of the Offeror or any person or the Company acting jointly or in concert with the Offeror; and

 

(g) Offeror’s Notice” means the notice described in Section 12.3.

 

 

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12.2 Offer for Notes

 

If an Offer for outstanding Notes (other than Notes held by or on behalf of the Offeror or an Affiliate or Associate of the Offeror) is made and:

 

(a) not more than four months after the date the Offer is made, the Offer is accepted by Noteholders representing at least 90% of the outstanding principal amount of the Notes, other than the Offeror’s Notes;

 

(b) the Offeror is bound to take up and pay for, or has taken up and paid for, the Notes of the Noteholders who accepted the Offer; and

 

(c) the Offeror complies with Sections 12.3 and 12.5;

 

the Offeror is entitled to acquire, and the Dissenting Noteholders are required to sell to the Offeror, the Notes held by the Dissenting Noteholder for the same consideration per Note payable or paid, as the case may be, under the Offer.

 

12.3 Offeror’s Notice to Dissenting Noteholders

 

Where an Offeror is entitled to acquire Notes held by Dissenting Noteholders pursuant to Section 12.2 and the Offeror wishes to exercise such right, the Offeror shall send by registered mail within 10 days after the date of termination of the Offer a notice (the “Offeror’s Notice”) to each Dissenting Noteholder stating that:

 

(a) Noteholders holding at least 90% of the principal amount of all outstanding Notes, other than Offeror’s Notes, have accepted the Offer;

 

(b) the Offeror is bound to take up and pay for, or has taken up and paid for, the Notes of the Noteholders who accepted the Offer;

 

(c) Dissenting Noteholders must transfer their respective Notes to the Offeror on the terms on which the Offeror acquired the Notes of the Noteholders who accepted the Offer within 21 days after the date of the sending of the Offeror’s Notice; and

 

(d) Dissenting Noteholders must send their respective Note certificate(s) to the Note Trustee within 21 days after the date of the sending of the Offeror’s Notice.

 

12.4 Delivery of Note Certificates

 

A Dissenting Noteholder to whom an Offeror’s Notice is sent pursuant to Section 12.3 shall, within 21 days after the date of receiving the Offeror’s Notice with respect to the election in Section 12.3(c), in the case of Fully Registered Notes, send his or her Note certificate(s) to the Note Trustee duly endorsed for transfer.

 

12.5 Payment of Consideration to Note Trustee

 

Within 21 days after the Offeror sends an Offeror’s Notice pursuant to Section 12.3, the Offeror shall pay or transfer to the Note Trustee, or to such other person as the Note Trustee may direct, the cash or other consideration that would be payable if all Dissenting Noteholders elected to accept the Offer in accordance with Section 12.3. The acquisition by the Offeror of all Notes held by all Dissenting Noteholders shall be effective as of the time of such payment or transfer.

 

 

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12.6 Consideration to be held in Trust

 

The Note Trustee, or the person directed by the Note Trustee, shall hold in trust for the Dissenting Noteholders the cash or other consideration they or it receives under Section 12.5. The Note Trustee, or such person, shall deposit cash in a separate account in a Canadian chartered bank, or other body corporate, which may include an Affiliate of the Note Trustee, including in a trust account maintained by the Note Trustee in the name of the Note Trustee.

 

12.7 Completion of Transfer of Notes to Offeror

 

Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 12.3, the Note Trustee, if the Offeror has complied with Section 12.5, shall:

 

(a) do all acts and things and execute and cause to be executed all instruments as in the Note Trustee’s opinion, based on the opinion of Counsel, may be necessary or desirable to cause the transfer of the Notes of the Dissenting Noteholders to the Offeror;

 

(b) send to each Dissenting Noteholder who has made or deemed to have made an election and, if applicable has complied with Section 12.4, the consideration to which such Dissenting Noteholder is entitled under this Article 12, and

 

(c) send to each Dissenting Noteholder a notice stating that:

 

(i) his or her Notes have been transferred to the Offeror;

 

(ii) the Note Trustee or some other Person designated in such notice is holding in trust the consideration to which the Dissenting Noteholder is entitled to receive for such Notes if the Noteholder elected to receive the consideration payable or paid under the Offer; and

 

(iii) the Note Trustee, or such other Person, will send the consideration to such Dissenting Noteholder as soon as possible after receiving such Dissenting Noteholder’s Note certificate(s) or such other documents as the Note Trustee or such other Person may require in lieu thereof,

 

and the Note Trustee is hereby appointed the agent and attorney, and is granted power of attorney with respect to the Notes, of the Dissenting Noteholders for the purposes of giving effect to the foregoing provisions, including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-based system of the Depository.

 

12.8 Communication of Offer to the Company and Midas

 

An Offeror cannot make an Offer for Notes unless, concurrent with the communication of the Offer to any Noteholder, a copy of the Offer is provided to the Company and Midas.

 

 

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Article 13
MEETINGS OF NOTEHOLDERS

 

13.1 Right to Convene Meeting

 

The Note Trustee or the Company may at any time and from time to time, and the Note Trustee shall, on receipt of a written request of the Company or a written request signed by the holders of not less than 25% of the principal amount of the Notes then outstanding and upon receiving funding and being indemnified to its reasonable satisfaction by the Company or by the Noteholders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Noteholders. In the event of the Note Trustee failing, within 30 days after receipt of any such request and such funding and indemnification, to give notice convening a meeting, the Company or such Noteholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver or at such other place as may be approved or determined by the Note Trustee.

 

13.2 Notice of Meetings

 

At least 21 days’ notice of any meeting shall be given to the Noteholders in the manner provided in Section 14.2 and a copy of such notice shall be sent by post to the Note Trustee, unless the meeting has been called by it. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article. The accidental omission to give notice of a meeting to any holder of Notes shall not invalidate any resolution passed at any such meeting. A holder may waive notice of a meeting either before or after the meeting.

 

13.3 Chairman

 

Some person, who need not be a Noteholder, nominated in writing by the Company (in case it convenes the meeting) or the Note Trustee (in any other case) shall be chairman of the meeting and if no person is so nominated, or if the person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, a majority of the Noteholders present in person or by proxy shall choose some person present to be chairman.

 

13.4 Quorum

 

Subject to the provisions of Section 13.12, at any meeting of the Noteholders a quorum shall consist of one or more Noteholders present in person or by proxy and representing at least 25% in principal amount of the outstanding Notes. Subject to the provisions of Section 13.12(b), if a quorum of the Noteholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Noteholders or pursuant to a request of the Noteholders, shall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place, to the extent possible, and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Noteholders present in person or by proxy shall, subject to the provisions of Section 13.12, constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding Notes. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless the required quorum be present at the commencement of business.

 

 

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13.5 Power to Adjourn

 

The chairman of any meeting at which a quorum of the Noteholders is present may, with the consent of the holders of a majority in principal amount of the Notes represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

 

13.6 Show of Hands

 

Every question submitted to a meeting shall, subject to Section 13.7, be decided in the first place by a majority of the votes given on a show of hands except that votes on Extraordinary Resolutions shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Notes, if any, held by him.

 

13.7 Poll

 

On every Extraordinary Resolution, and on any other question submitted to a meeting when demanded by the chairman or by one or more Noteholders or proxies for Noteholders, a poll shall be taken in such manner and either at once or after an adjournment as the chairman shall direct. Questions other than Extraordinary Resolutions shall, if a poll be taken, be decided by the votes of the holders of a majority in principal amount of the Notes represented at the meeting and voted on the poll.

 

13.8 Voting

 

On a show of hands every person who is present and entitled to vote, whether as a Noteholder or as proxy for one or more Noteholders or both, shall have one vote. On a poll each Noteholder present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each C$1.00 principal amount of Notes of which he or she shall then be the holder. A proxyholder need not be a Noteholder. In the case of joint holders of a Note, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others but in case more than one of them be present in person or by proxy, they shall vote together in respect of the Notes of which they are joint holders.

 

13.9 Proxies

 

A Noteholder may be present and vote at any meeting of Noteholders by an authorized representative. The Company (in case it convenes the meeting) or the Note Trustee (in any other case) for the purpose of enabling the Noteholders to be present and vote at any meeting without producing their Notes, and of enabling them to be present and vote at any such meeting by proxy and of lodging instruments appointing such proxies at some place other than the place where the meeting is to be held, may from time to time make and vary such regulations as it shall think fit providing for and governing any or all of the following matters:

 

 

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(a) the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any person signing on behalf of a Noteholder;

 

(b) the deposit of instruments appointing proxies at such place as the Note Trustee, the Company or the Noteholder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and

 

(c) the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed or sent by other electronic means before the meeting to the Company or to the Note Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

 

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as the holders of any Notes, or as entitled to vote or be present at the meeting in respect thereof, shall be Noteholders and persons whom Noteholders have by instrument in writing duly appointed as their proxies.

 

13.10 Persons Entitled to Attend Meetings

 

The Company, Midas and the Note Trustee, by their respective officers, directors, employees and agents (as applicable), the Auditors of the Company and Midas and the legal advisers of the Company and Midas, the Note Trustee or any Noteholder may attend any meeting of the Noteholders, but shall have no vote as such.

 

13.11 Powers Exercisable by Extraordinary Resolution

 

In addition to the powers conferred upon them by any other provisions of this Indenture or by Applicable Laws, a meeting of the Noteholders shall have the following powers exercisable from time to time by Extraordinary Resolution:

 

(a) power to authorize the Note Trustee to grant extensions of time for payment of any principal, premium or interest on the Notes, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue;

 

(b) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders or the Note Trustee against the Company, or against its property, whether such rights arise under this Indenture or the Notes or otherwise;

 

(c) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Note which shall be agreed to by the Company and consented to by the Note Trustee, relying on an opinion of Counsel, such consent not to be unreasonably withheld, and to authorize the Note Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission;

 

 

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(d) power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Company or for the consolidation, amalgamation or merger of the Company with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Company or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with;

 

(e) power to direct or authorize the Note Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

 

(f) power to restrain any Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Notes, or for the execution of any trust or power hereunder;

 

(g) power to direct any Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 9.5, regarding the costs, charges and expenses reasonably and properly incurred by such Noteholder in connection therewith;

 

(h) the power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any Common Shares or other securities of the Company;

 

(i) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Note Trustee to exercise, on behalf of the Noteholders, such of the powers of the Noteholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of persons as shall be prescribed in the resolution appointing it and the members need not be themselves Noteholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Noteholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;

 

(j) power to remove the Note Trustee from office and to appoint a new Note Trustee or Note Trustees provided that no such removal shall be effective unless and until a new Note Trustee or Note Trustees shall have become bound by this Indenture;

 

 

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(k) power to sanction the conversion of the Notes for or the conversion thereof into Common Shares, bonds, debentures or other securities or obligations of Midas or of any other Person formed or to be formed;

 

(l) power to authorize the distribution in specie of any securities received pursuant to a transaction authorized under the provisions of Section 13.11(k); and

 

(m) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Noteholders or by any committee appointed pursuant to Section 13.11(i).

 

13.12 Meaning of Extraordinary Resolution

 

(a) The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter in this Article provided, a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Noteholders (including an adjourned meeting) duly convened for the purpose and held in accordance with the provisions of this Article at which the holders of not less than 25% of the principal amount of the Notes then outstanding, are present in person or by proxy and passed by the favourable votes of the holders of not less than 66⅔% of the principal amount of the Notes present or represented by proxy at the meeting and voted upon on a poll on such resolution.

 

(b) If, at any such meeting, the holders of not less than 25% of the principal amount of the Notes then outstanding, in each case are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of Noteholders, shall be dissolved but in any other case it shall stand adjourned to such date, being not less than 14 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days’ notice shall be given of the time and place of such adjourned meeting in the manner provided in Section 14.3. Such notice shall state that at the adjourned meeting the Noteholders present in person or by proxy shall form a quorum. At the adjourned meeting the Noteholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the affirmative vote of holders of not less than 66⅔% of the principal amount of the Notes present or represented by proxy at the meeting voted upon on a poll shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the holders of not less than 25% in principal amount of the Notes then outstanding are not present in person or by proxy at such adjourned meeting.

 

(c) Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

 

13.13 Powers Cumulative

 

Any one or more of the powers in this Indenture stated to be exercisable by the Noteholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the rights of the Noteholders to exercise the same or any other such power or powers thereafter from time to time.

 

 

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13.14 Minutes

 

Minutes of all resolutions and proceedings at every meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Note Trustee at the expense of the Company, and any such minutes as aforesaid, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the Noteholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat to have been duly passed and taken.

 

13.15 Instruments in Writing

 

All actions which may be taken and all powers that may be exercised by the Noteholders at a meeting held as hereinbefore in this Article provided may also be taken and exercised by the holders of 66⅔% of the principal amount of all the outstanding Notes by an instrument in writing signed in one or more counterparts and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

 

 

13.16 Binding Effect of Resolutions

 

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article at a meeting of Noteholders shall be binding upon all the Noteholders, whether present at or absent from such meeting, and every instrument in writing signed by Noteholders in accordance with Section 13.15 shall be binding upon all the Noteholders, whether signatories thereto or not, and each and every Noteholder and the Note Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing.

 

13.17 Evidence of Rights of Noteholders

 

(a) Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Noteholders may be in any number of concurrent instruments of similar tenor signed or executed by such Noteholders.

 

(b) The Note Trustee may, in its discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper.

 

 

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Article 14
NOTICES

 

14.1 Notice to the Company

 

Any notice to the Company under the provisions of this Indenture shall be valid and effective if delivered to the Company at Idaho Gold Resources Company, LLC Suite 201 - 405 S 8th Street, Boise, ID USA 83702, Attention: Corporate Secretary, Fax: (208) 424-8800, e-mail: nelson@midasgoldinc.com; with a copy (which shall not constitute notice) delivered to Holland & Hart LLP at 800 W. Main Street, Suite 1750, Boise, ID 83702, Attention: Nicole Snyder, Fax: (208) 343-8869, e-mail: ncsnyder@hollandhart.com, or if given by registered letter, postage prepaid or courier to such offices and so addressed and if mailed, shall be deemed to have been effectively given three days following the mailing thereof or if sent by facsimile or courier shall be deemed to have been given or served on the date upon which it is sent or delivered, provided such day is a Business Day, otherwise such action shall be taken on the next succeeding day that is a Business Day. Any notice to be given hereunder with respect to the Notes delivered or served by facsimile or e-mail shall be deemed to have been given or served on the date upon which it is sent or delivered, provided same is received prior to 4:00 p.m. local time of the recipient and otherwise on the next Business Day. The Company may from time to time notify the Note Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Company for all purposes of this Indenture.

 

14.2 Notice to Midas

 

Any notice to Midas under the provisions of this Indenture shall be valid and effective if delivered to Midas at 1250 – 999 West Hastings Street Vancouver, British Columbia V6C 2W2, Attention: Chief Executive Officer, Fax: (604) 558-4700, e-mail: squin@midasgoldcorp.com; with a copy (which shall not constitute notice) delivered to DuMoulin Black LLP at 10th Floor, 595 Howe Street, Vancouver, BC V6C 2T5, Attention: Corey M. Dean/Lucy Schilling, Fax: (604)687-8772, email: cdean@dumoulinblack.com, lschilling@dumoulinblack.com, or if given by registered letter, postage prepaid, or facsimile transmission or courier to such offices and so addressed and if mailed, shall be deemed to have been effectively given three days following the mailing thereof or if sent by facsimile or courier shall be deemed to have been given or served on the date upon which it is sent or delivered, provided such day is a Business Day, otherwise such action shall be taken on the next succeeding day that is a Business Day. Any notice to be given hereunder with respect to the Notes delivered or served by facsimile or e-mail shall be deemed to have been given or served on the date upon which it is sent or delivered, provided same is received prior to 4:00 p.m. local time of the recipient and otherwise on the next Business Day. Midas may from time to time notify the Note Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of Midas for all purposes of this Indenture.

 

14.3 Notice to Noteholders

 

All notices to be given hereunder with respect to the Notes shall be deemed to be validly given to the holders thereof if sent by first class mail, postage prepaid, by letter or circular addressed to such holders at their post office addresses appearing in any of the registers hereinbefore mentioned and shall be deemed to have been effectively given three days following the day of mailing. Accidental error or omission in giving notice or accidental failure to mail or otherwise deliver notice to any Noteholder or the inability of the Company to give or mail or otherwise deliver any notice due to any event beyond the reasonable control of the Company shall not invalidate any action or proceeding founded thereon except to the extent that such Noteholder is actually prejudiced thereby.

 

If any notice given in accordance with the foregoing paragraph would be unlikely to reach the Noteholders to whom it is addressed in the ordinary course of post by reason of an interruption in mail service, whether at the place of dispatch or receipt or both, the Company shall give such notice by publication at least once in the City of Vancouver, British Columbia such publication to be made in a daily newspaper of general circulation in the designated city.

 

 

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Any notice given to Noteholders by publication shall be deemed to have been given on the day on which publication shall have been effected at least once in the newspaper in which publication was required.

 

All notices with respect to any Note may be given to whichever one of the holders thereof (if more than one) is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all holders having an interest in such Note.

 

14.4 Notice to Note Trustee

 

Any notice to the Note Trustee under the provisions of this Indenture shall be valid and effective if delivered to the Note Trustee at its principal office in the City of Vancouver, at: 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada, V6C 3B9, Attention: Manager, Corporate Trust Fax: (604) 661-9403, e-mail: corporatetrust.vancouver@computershare.com or if given by registered letter, postage prepaid, to such office and so addressed and, if mailed, shall be deemed to have been effectively given three days following the mailing thereof. Any notice to be given hereunder with respect to the Notes delivered or served by facsimile, e-mail or courier shall be deemed to have been given or served on the date upon which it is sent or delivered, provided same is received prior to 4:00 p.m. local time of the recipient and otherwise on the next Business Day. The Note Trustee may from time to time notify the Company in writing of a change of address which thereafter, until by like notice shall be the address of the Note Trustee to receive notices from the Company.

 

14.5 Mail Service Interruption

 

If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Note Trustee would reasonably be unlikely to reach its destination by the time notice by mail is deemed to have been given pursuant to Section 14.4, such notice shall be valid and effective only if delivered at the appropriate address in accordance with Section 14.4.

 

Article 15
CONCERNING THE NOTE TRUSTEE

 

15.1 No Conflict of Interest

 

The Company acknowledges that the Note Trustee is acting as indenture trustee with respect to the 0.05% Senior Unsecured Convertible Notes to be issued by the Company on the date hereof. The Company hereby agrees and consents to the appointment of the Note Trustee pursuant to this Indenture.

 

Other than as disclosed above in this Section 15.1, the Note Trustee represents to the best of its knowledge to the Company that at the date of execution and delivery by it of this Indenture there exists no material conflict of interest in the role of the Note Trustee as a fiduciary hereunder but if, notwithstanding the provisions of this Section 15.1, such a material conflict of interest exists, or hereafter arises, the validity and enforceability of this Indenture, and the Notes issued hereunder, shall not be affected in any manner whatsoever by reason only that such material conflict of interest exists or arises but the Note Trustee shall, within 30 days after ascertaining that it has a material conflict of interest, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Section 15.2.

 

 

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15.2 Replacement of Note Trustee

 

The Note Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Company 30 days’ notice in writing or such shorter notice as the Company may accept as sufficient. If at any time a material conflict of interest exists in the Note Trustee’s role as a fiduciary hereunder, the Note Trustee shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 15.2. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Note Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new Note Trustee unless a new Note Trustee has already been appointed by the Noteholders. Failing such appointment by the Company, the retiring Note Trustee or any Noteholder may apply to a Judge of the Supreme Court of British Columbia, on such notice as such Judge may direct at the Company’s expense, for the appointment of a new Note Trustee but any new Note Trustee so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Noteholders and the appointment of such new Note Trustee shall be effective only upon such new Note Trustee becoming bound by this Indenture. Any new Note Trustee appointed under any provision of this Section 15.2 shall be a corporation authorized to carry on the business of a trust company in all of the provinces and territories of Canada. On any new appointment the new Note Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Note Trustee.

 

Any company into which the Note Trustee may be merged or, with or to which it may be consolidated, amalgamated or sold, or any company resulting from any merger, consolidation, sale or amalgamation to which the Note Trustee shall be a party, or any company succeeding to the corporate trust business of the Note Trustee shall be the successor trustee under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Note Trustee or of the Company, the Note Trustee ceasing to act shall upon payment of the amounts, if any, due to it pursuant to Section 15.17 execute and deliver an instrument assigning and transferring to such successor Note Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Note Trustee so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such Note Trustee to the successor Note Trustee so appointed in its place. In the opinion of Counsel, should any deed, conveyance or instrument in writing from the Company be required by any new Note Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Note Trustee, be made, executed, acknowledged and delivered by the Company.

 

15.3 Duties of Note Trustee

 

In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Note Trustee shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

 

 

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15.4 Reliance Upon Declarations, Opinions, etc.

 

In the exercise of its rights, duties and obligations hereunder, the Note Trustee may, if acting in good faith, act and rely, and shall be protected in acting or not acting not only as to its due execution and the validity and the effectiveness of its provisions but also as to the truth of the statements and accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports or certificates furnished pursuant to any covenant, condition or requirement of this Indenture or required by the Note Trustee to be furnished to it in the exercise of its rights and duties hereunder, if the Note Trustee examines such statutory declarations, opinions, reports or certificates and determines that they comply with Section 15.5, if applicable, and with any other applicable requirements of this Indenture. The Note Trustee may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. Without restricting the foregoing, the Note Trustee may act and rely on an opinion of Counsel satisfactory to the Note Trustee notwithstanding that it is delivered by a solicitor or firm which acts as solicitors for the Company.

 

15.5 Evidence and Authority to Note Trustee, Opinions, etc.

 

The Company shall furnish to the Note Trustee evidence of compliance with the conditions precedent provided for in this Indenture relating to any action or step required or permitted to be taken by the Company or the Note Trustee under this Indenture or as a result of any obligation imposed under this Indenture, including without limitation, the certification and delivery of Notes hereunder, the satisfaction and discharge of this Indenture and the taking of any other action to be taken by the Note Trustee at the request of or on the application of the Company, forthwith if and when (a) such evidence is required by any other Section of this Indenture to be furnished to the Note Trustee in accordance with the terms of this Section 15.5, or (b) the Note Trustee, in the exercise of its rights and duties under this Indenture, gives the Company written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

 

Such evidence shall consist of:

 

(a) a Certificate, stating that any such condition precedent has been complied with in accordance with the terms of this Indenture;

 

(b) in the case of a condition precedent compliance with which is, by the terms of this Indenture, made subject to review or examination by a solicitor, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Indenture; and

 

(c) in the case of any such condition precedent compliance with which is subject to review or examination by auditors or accountants, an opinion or report of the auditors of the Company whom the Note Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Indenture.

 

Whenever such evidence relates to a matter other than the certificates and delivery of Notes and the satisfaction and discharge of this Indenture, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, engineer or appraiser or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a trustee, officer or employee of the Company it shall be in the form of a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with the immediately preceding paragraph of this Section 15.5.

 

 

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Each statutory declaration, certificate, opinion or report with respect to compliance with a condition precedent provided for in the Indenture shall include (a) a statement by the person giving the evidence that he has read and is familiar with those provisions of this Indenture relating to the condition precedent in question, (b) a brief statement of the nature and scope of the examination or investigation upon which the statements or opinions contained in such evidence are based, (c) a statement that, in the belief of the person giving such evidence, he has made such examination or investigation as is necessary to enable him to make the statements or give the opinions contained or expressed therein, and (d) a statement whether in the opinion of such person the conditions precedent in question have been complied with or satisfied.

 

The Company shall furnish to the Note Trustee at any time if the Note Trustee reasonably so requires, a Certificate affirming compliance with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which would, with the giving of notice or the lapse of time, or both, or otherwise, constitute an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Company shall, whenever the Note Trustee so requires, furnish the Note Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Note Trustee as to any action or step required or permitted to be taken by the Company or as a result of any obligation imposed by this Indenture.

 

15.6 Note Trustee May Rely on a Certificate

 

Except as otherwise specifically provided or prescribed by this Indenture, whenever in the administration of the provisions of this Indenture the Note Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Note Trustee, if acting in good faith, may act and rely upon a Certificate.

 

15.7 Experts, Advisers and Agents

 

The Note Trustee may:

 

(a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuator, engineer, surveyor, appraiser or other expert or advisor, whether obtained by the Note Trustee or by the Company, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

 

(b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof, and any solicitors employed or consulted by the Note Trustee may, but need not be, solicitors for the Company.

 

15.8 Note Trustee May Deal in Notes

 

Subject to Sections 15.1 and 15.3, the Note Trustee may, in its personal or other capacity, buy, sell, lend upon and deal in the Notes and generally contract and enter into financial transactions with the Company or otherwise, without being liable to account for any profits made thereby.

 

 

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15.9 Note Trustee will Disburse Only Monies Deposited

 

The Note Trustee will disburse monies according to this Indenture only to the extent that monies have been deposited with it.

 

15.10 Note Trustee Not Ordinarily Bound

 

Except as provided in Section 9.2 and as otherwise specifically provided herein, the Note Trustee shall not, subject to Section 15.3, be bound to give notice to any person of the execution hereof, nor to do, observe or perform or see to the observance or performance by the Company of any of the obligations herein imposed upon the Company or of the covenants on the part of the Company herein contained, nor in any way to supervise or interfere with the conduct of the Company’s business, unless the Note Trustee shall have been required to do so in writing by the holders of not less than 25% of the aggregate principal amount of the Notes then outstanding or by any Extraordinary Resolution of the Noteholders passed in accordance with the provisions contained in Article 13, and then only after it shall have been funded and indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing.

 

15.11 Note Trustee Not Required to Give Security

 

The Note Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.

 

15.12 Note Trustee Not Bound to Act on the Company’s Request

 

Except as in this Indenture otherwise specifically provided, the Note Trustee shall not be bound to act in accordance with any direction or request of the Company or of the Directors until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Note Trustee, and the Note Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Note Trustee to be genuine.

 

15.13 Note Trustee Not Bound to Act

 

The Note Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Note Trustee, in its sole judgment and acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, or economic sanctions legislation, regulation or guideline. Further, should the Note Trustee, in its sole judgment and acting reasonably, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Company or any shorter period of time as agreed to by the Company, notwithstanding the provisions of Section 15.2 of this Indenture, provided that:

 

(a) the Note Trustee’s written notice shall describe, if permissible by applicable legislation, the circumstances of such non-compliance; and

 

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(b) if such circumstances are rectified to the Note Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.

 

15.14 Note Trustee Protected in Acting

 

The Note Trustee may act and rely, and shall be protected in acting and relying absolutely, upon any resolution, Certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, facsimile transmission, directions or other paper document believed in good faith by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Note Trustee shall be protected in acting and relying upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration, affidavit or other paper or document furnished to it, not only as to its due execution and the validity and the effectiveness of its provisions but also as to the truth and acceptability of any information therein contained which it in good faith believes to be genuine and what it purports to be.

 

15.15 Conditions Precedent to Note Trustee’s Obligations to Act Hereunder

 

The obligation of the Note Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Note Trustee and of the Noteholders hereunder shall be conditional upon the Noteholders furnishing when required by notice in writing by the Note Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Note Trustee to protect and hold harmless the Note Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

 

None of the provisions contained in this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

 

The Note Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Noteholders at whose instance it is acting to deposit with the Note Trustee the Notes held by them for which Notes the Note Trustee shall issue receipts.

 

15.16 Authority to Carry on Business

 

The Note Trustee represents to the Company that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust company in all of the provinces and territories of Canada but if, notwithstanding the provisions of this Section 15.16, it ceases to be so authorized to carry on business, the validity and enforceability of this Indenture and the securities issued hereunder shall not be affected in any manner whatsoever by reason only of such event but the Note Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in any of the provinces or territories of Canada either become so authorized or resign in the manner and with the effect specified in Section 15.2.

 

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15.17 Compensation and Indemnity

 

(a) The Company shall pay to the Note Trustee from time to time compensation for its services hereunder as agreed separately by the Company and the Note Trustee, and shall pay and reimburse the Note Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Note Trustee in the administration or execution of its duties under this Indenture (including the reasonable and documented compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), including, without limitation, all costs incurred by the Trustee in complying with any laws applicable to trustees as a result of its acting hereunder both before any default hereunder and thereafter until all duties of the Note Trustee under this Indenture shall be finally and fully performed. The Note Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. Any amount due under this section and unpaid thirty days after request for such payment shall bear interest from the expiration of such thirty days at a rate per annum equal to the then current rate charged by the Note Trustee from time to time, payable on demand.

 

(b) The Company and Midas jointly and severally hereby indemnify and save harmless the Note Trustee and its directors, officers and employees and agents (collectively, the “Indemnified Parties” and each an “Indemnified Party”) from and against any and all loss, damages, charges, expenses, claims, demands, actions or liability (including expert consultant and legal fees and disbursements on a solicitor and client basis)whatsoever which may be brought against an Indemnified Party or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations hereunder save only in the event of the gross negligence or the wilful misconduct or bad faith of an Indemnified Party. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Note Trustee. An Indemnified Party shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Indemnified Party shall co-operate in the defence. An Indemnified Party may have separate counsel and the Company shall pay the reasonable fees and expenses of such Counsel. This indemnity shall survive the resignation or removal of the Note Trustee or the termination or discharge of this Indenture.

 

(c) The Company and Midas need not reimburse any expense or indemnify against any loss or liability incurred by any Indemnified Party through any of such party’s gross negligence, wilful misconduct or bad faith.

 

(d) Notwithstanding any other provision of this Indenture, any liability of the Note Trustee shall be limited to direct damages. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Note Trustee shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

 

15.18 Acceptance of Trust

 

The Note Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Noteholders, subject to all the terms and conditions herein set forth.

 

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15.19 Third Party Interests

 

Each party to this Indenture (in this paragraph referred to as a “representing party”) hereby represents to the Note Trustee that any account to be opened by, or interest to held by, the Note Trustee in connection with this Indenture, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Note Trustee a declaration, in the Note Trustee’s prescribed form or in such other form as may be satisfactory to it, as to the particulars of such third party.

 

15.20 Privacy Laws

 

The parties acknowledge that the Note Trustee may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

 

(a) to provide the services required under this Indenture and other services that may be requested from time to time;

 

(b) to help the Note Trustee manage its servicing relationships with such individuals;

 

(c) to meet the Note Trustee legal and regulatory requirements; and

 

(d) if Social Insurance Numbers or TIN numbers are collected by the Note Trustee, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

 

Each party acknowledges and agrees that the Note Trustee may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Note Trustee shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Note Trustee may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

 

Further, each party agrees that it shall not provide or cause to be provided to the Note Trustee any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

 

15.21 Force Majeure

 

None of the parties hereto shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 15.21.

 

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15.22 Securities and Exchange Commission Certification.

 

Each of the Company and Midas confirms that as at the date of execution of this Indenture it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or have a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act.

 

Each of the Company and Midas covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the U.S. Exchange Act or the Company or Midas shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Company or Midas in accordance with the U.S. Exchange Act, Midas shall promptly deliver to the Note Trustee an Officers’ Certificate (in a form provided by the Note Trustee) notifying the Note Trustee of such registration or termination and such other information as the Note Trustee may require at the time. Each of the Company and Midas acknowledges that the Note Trustee is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients of the Note Trustee that are obligated to file reports with the SEC.

 

15.23 Accountability, Responsibility and Liability of the Note Trustee.

 

The Note Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Note;

 

The Note Trustee shall not be responsible for any failure of the Company or Midas to make any cash payment or to issue, transfer or deliver Common Shares or certificates for the same, if any, pursuant to the terms of this Indenture.

 

By way of supplement to the provisions of any law for the time being relating to the Note Trustee, it is expressly declared and agreed that the Note Trustee shall not be (a) liable for registration, filing or recording of this Indenture or any other deed or writing delivered hereunder, or any notice, or caveat with respect to the foregoing, and (b) bound to give notice to any person of the execution of this Indenture.

 

Article 16
SUPPLEMENTAL INDENTURES

 

16.1 Supplemental Indentures

 

From time to time the Note Trustee and, when authorized by a resolution of the Directors or the Midas Directors, as the case may be, the Company or Midas may, and shall when required by this Indenture, execute, acknowledge and deliver by its proper officers, deeds or indentures supplemental hereto which thereafter shall form part hereof, for any one or more of the following purposes:

 

(a) adding to the covenants of the Company or Midas, as applicable, herein contained for the protection of the Noteholders or providing for events of default, in addition to those herein specified;

 

(b) making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Notes which do not affect the substance thereof and which in the opinion of the Note Trustee (relying on an opinion of Counsel), will not be prejudicial to the interests of the Noteholders;

 

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(c) evidencing the succession, or successive successions, of others to the Company or Midas, as applicable, and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

 

(d) giving effect to any Extraordinary Resolution passed as provided in Article 13; and

 

(e) for any other purpose not inconsistent with the terms of this Indenture, provided that, in the opinion of the Note Trustee (relying on an opinion of Counsel), the rights of the Noteholders are in no way prejudiced thereby.

 

Unless the supplemental indenture requires the consent or concurrence of Noteholders by Extraordinary Resolution, the consent or concurrence of Noteholders shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. Further, the Company, Midas and the Note Trustee may without the consent or concurrence of the Noteholders by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in any indenture supplemental hereto, providing that in the opinion of the Note Trustee (relying upon an opinion of Counsel) the rights of the Noteholders are in no way prejudiced thereby.

 

Article 17
EXECUTION AND FORMAL DATE

 

17.1 Execution

 

This Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

 

17.2 Formal Date

 

For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 17, 2016 irrespective of the actual date of execution hereof.

 

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IN WITNESS whereof the parties hereto have executed these presents by the hands of their proper officers.

 

COMPUTERSHARE TRUST COMPANY OF CANADA

 

 

Per: "Nicole Clement"  
  Name: Nicole Clement  
  Title: General Manager  
     
     
Per: "Winifred Chan"  
  Name: Winifred Chan  
  Title: Associate Trust Officer  
     
     
IDAHO GOLD RESOURCES COMPANY, LLC  
     
     
Per: "Chris Dail"  
  Name: Chris Dail  
  Title: President  
     
     
MIDAS GOLD CORP.  
     
     
Per: "Stephen Quin"  
  Name: Stephen Quin  
  Title: President and Chief Executive Officer  

 

 

 

Schedule A

 

FORM OF NOTE

 

Additional Legend for U.S. Restricted Notes: [THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AFTER, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL, OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE ISSUER, TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.]

 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 18, 2016.

 

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Certificate No. l

 

C$l

 

IDAHO GOLD RESOURCES COMPANY, LLC
(A limited liability company organized under and governed by the laws of the State of Idaho)

 

0.05% SENIOR UNSECURED CONVERTIBLE NOTE
DUE MARCH 17, 2023

 

IDAHO GOLD RESOURCES COMPANY, LLC (the “Company”) for value received hereby acknowledges itself indebted and, subject to the provisions of the trust indenture (the “Indenture”) dated as of March 17, 2016 between the Company, Midas Gold Corp. (“Midas”) and Computershare Trust Company of Canada (the “Note Trustee”), promises to pay to the registered holder hereof on March 17, 2023 (the “Maturity Date”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture the principal sum of $l in lawful money of Canada (C$) on presentation and surrender of this Note at the principal offices of the Note Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 0.05% per annum, in like money, payable annually in each year commencing on March 17, 2016 and including the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date or the earlier date of redemption) to fall due on the Maturity Date and, should the Company at any time make default in the payment of any principal, premium or interest, to pay interest on the amount in default at the same rate, in like money and on the same dates. For certainty, the first interest payment will include interest accrued from, and including, March 17, 2016 to, but excluding, March 17, 2017.

 

Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Company and of the Note Trustee, all to the same effect as if the provisions of the Indenture were herein set forth, and to all of which provisions the holder of this Note by acceptance hereof assents. To the extent that the terms and conditions stated in this Note conflict with the terms and conditions of the Indenture, the latter shall prevail. All capitalized terms used herein have the meaning ascribed thereto in the Indenture unless otherwise indicated.

 

Interest hereon shall be payable by trust cheque or by electronic transfer of funds to the registered holder if a Depository hereof or such other means provided in the Indenture and, subject to the provisions of the Indenture, the sending of such electronic transfer of funds shall, to the extent of the sum represented thereby, satisfy and discharge all liability for interest on this Note.

 

The Company may, at its option, elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Notes by delivering to the holders and the Note Trustee not less than 30 days and not more than 60 days prior notice to the Interest Payment Date and, on the Interest Payment Date by delivering to holders that number of fully paid and non-assessable Freely Tradeable Common Shares having a value equal to the amount of interest due, such Freely Tradeable Common Shares to be delivered at a deemed price equal to the VWAP of the Common Shares on the TSX (or if not listed thereon, the primary stock exchange on which the Common Shares are listed) for the ten trading days immediately preceding the Interest Payment Date.

 

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This Note is one of the Notes of the Company issued under the provisions of the Indenture. The Notes authorized for issue are limited to an aggregate principal amount of $l in lawful money of Canada. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations.

 

Any part of the principal of this Note is convertible, at the option of the holder hereof, upon surrender of this Note at the principal offices of the Note Trustee in the City of Vancouver, British Columbia, at any time, unless precluded by a written agreement between the holder and Midas to the contrary, prior to the close of business three (3) Business Days prior to the Maturity Date or, if this Note is called for redemption on or prior to such date, then up to but not after the close of business three (3) Business Days prior to the date specified for redemption of this Note, into Common Shares (without adjustment for interest accrued hereon at a conversion price of C$0.3541 per Common Share (the “Conversion Price”), all subject to the terms and conditions and in the manner set forth in the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Company will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture, provided that, in the event that the value of such fractional Common Share is less than C$10.00, such payment need not be made by the Company. Holders converting their Notes will receive interest which has accrued and is unpaid in respect thereof from and including the most recent Interest Payment Date to which interest has been paid to, but not including, the Date of Conversion.

 

In lieu of surrendering all or any portion of a Note to the Note Trustee in accordance with Section 5.4(a) of the Indenture, Eligible Holders of Notes have the right at any time, at such holder’s option, to transfer such Note or part thereof to Midas in exchange for the issuance of the same number of Common Shares by Midas, and Midas shall have the obligation to accept any Note transferred to it by such Eligible Holder thereof upon the exercise of a Put Right and to issue such number of Common Shares to such holder as would have been issued if such Note had been converted into Common Shares, all subject to the terms and conditions and in the manner set forth in the Indenture. Eligible Holders that exercise a Put Right are entitled to make a Section 85 Election jointly with Midas in the manner contemplated in Section 5.5(b) of the Indenture.

 

This Note may be redeemed at the option of the Company on the terms and conditions set out in the Indenture at the Redemption Price therein and herein set out provided that this Note is not redeemable prior to or on March 17, 2020. After March 17, 2020 and on or prior to the Maturity Date, this Note is redeemable at the option of the Company provided that the Current Market Price is not less than 200% of Conversion Price. In such circumstances, the Notes will be redeemable at a price equal to their principal amount plus accrued and unpaid interest.

 

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Upon the occurrence of a Change of Control, the Company is required to make an offer to purchase all of the Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest up to, but excluding, the date the Notes are so repurchased (the “Change of Control Purchase Offer”). If 90% or more in aggregate principal amount of Notes outstanding on the date the Change of Control Notice and the Change of Control Purchase Offer are delivered or mailed to holders of the Notes have been tendered for purchase and not withdrawn pursuant to the Change of Control Purchase Offer, the Company has the right upon written notice provided to the Note Trustee within 10 days following the Change of Control Purchase Date to redeem all the remaining outstanding Notes on the same date and at the same price, subject to the terms and conditions described in the Indenture.

 

If an Offer for outstanding Notes (other than Notes held by or on behalf of the Offeror, Associates or Affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) is made and 90% or more of the outstanding principal amount of the Notes is taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Notes of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Notes.

 

The indebtedness, liabilities and obligations of the Company under this Note are direct unsecured obligations of the Company, and will rank equally with one another and with all other existing and future unsecured and unsubordinated indebtedness of the Company except as prescribed by law and will rank senior to any existing or future subordinated indebtedness of the Company.

 

The principal hereof may become or be declared due and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture.

 

The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture.

 

This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal offices of the Note Trustee in Vancouver and in such other place or places and/or by such other registrars (if any) as the Company with the approval of the Note Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof and upon compliance with such reasonable requirements as the Note Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

 

This Note shall not become obligatory for any purpose until it shall have been certified by the Note Trustee under the Indenture.

 

The Indenture and this Note shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

 

Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event that the terms and conditions stated in this Note conflict, or are inconsistent, with the terms and conditions of the Indenture, the Indenture shall prevail and take priority.

 

[The remainder of this page has been intentionally left blank.]

 

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IN WITNESS WHEREOF IDAHO GOLD RESOURCES COMPANY, LLC has caused this Note to be signed by its authorized signatory as of the 17th day of March, 2016.

 

  IDAHO GOLD RESOURCES COMPANY, LLC
     
     
  Per:  
    Name:
    Title:

 

(FORM OF NOTE TRUSTEE’S CERTIFICATE)

 

This Note is one of the 0.05% Senior Unsecured Convertible Notes due March 17, 2023 referred to in the Indenture within mentioned.

 

  COMPUTERSHARE TRUST COMPANY OF CANADA
       
       
  By:    
    (Authorized Officer)  

 

  Date of Certification:     

 

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FORM OF ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    , whose address, if applicable, is set forth below, these Notes (or C$   principal amount hereof*) of IDAHO GOLD RESOURCES COMPANY, LLC (the “Company”) standing in the name(s) of the undersigned in the register maintained by IDAHO GOLD RESOURCES COMPANY, LLC with respect to such Notes and does hereby irrevocably appoints [to be left blank:                  ] as the attorney of the undersigned to transfer such Notes in such register, with full power of substitution in the premises.

 

Dated:    

 

Address of Transferee:    
  (Street Address, City, Province and Postal Code)  

 

(*) If less than the full principal amount of the within Note is to be transferred, indicate in the space provided the principal amount to be transferred.For U.S. Restricted Notes only:

 

If the transferred Notes that are deemed “restricted securities” as defined in Rule 144(a)(3) and bear the restrictive legend set forth in Section 2.3(d) of the Indenture (“U.S. Restrictive Notes”), the transfer, assignment or sale is being made: [Check One]

 

(1)      ¨      to the Company or Midas; or

 

(2)      ¨      pursuant to and in compliance with the exemption from registration provided by Rule 144 under the U.S. Securities Act; or

 

(3)      ¨      if outside the United States, in accordance with Rule 904 of Regulation S under the U.S. Securities Act and the holder has delivered a Declaration for Removal of Legend in substantially the form attached to the Indenture as Schedule “E”; or

 

(4)      ¨      pursuant to another available exemption from registration under U.S. Securities Act.

 

If none of the foregoing boxes is checked, the Note Trustee shall not be obligated to register any U.S. Restrictive Notes in the name of any Person other than the holder hereof. Any Notes that are deemed “restricted securities” as defined in Rule 144(a)(3) will remain “restricted securities” and bear the restrictive legend set forth in Section 2.3(d) of the Indenture unless the provisions of Section 3.10(a), (b), (c) or (d) have been satisfied.

 

*In each case under clauses (2) and (4) above, the selling holder must provide the Company and the Note Trustee with a representation or certificate to such effect and an opinion letter of legal counsel satisfactory to the Company and the Note Trustee that such U.S. Restricted Notes may be transferred without registration under the U.S. Securities Act. In the case of clause (3) above, if required by the Note Trustee or the Company, the selling holder must also provide the Company and the Note Trustee with an opinion letter of legal counsel satisfactory to the Company and the Note Trustee to the effect that the U.S. Restricted Notes may be transferred without registration under the U.S. Securities Act.

 

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Dated: ___________                               Signature of Guarantor:

 

   
  Signature of transferring registered holder

 

_______________________________

 

Guarantor’s signature / stamp

 

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

 

 

 

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

 

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

 

· Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

 

- 8 -

 

· Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

 

· Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

 

OR

 

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada

 

 

 

Schedule B

 

FORM OF REDEMPTION NOTICE

 

To: Holders of 0.05% Senior Unsecured Convertible Notes (the “Notes”) of Idaho Gold Resources Company, LLC (the “Company”)

 

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

 

Notice is hereby given pursuant to Section 4.3 of the trust indenture (the “Indenture”) dated as of l, 2016 between the Company, Midas Gold Corp. (“Midas”) and Computershare Trust Company of Canada (the “Note Trustee”), that the aggregate principal amount of C$l of the C$l of Notes outstanding will be redeemed as of l, 20l (the “Redemption Date”), upon payment of a redemption amount of C$l for each C$ principal amount of Notes, being equal to the aggregate of (i) C$l (the “Redemption Price”), and (ii) accrued and unpaid interest on such redeemed Notes to but excluding the Redemption Date (collectively, the “Total Redemption Price”).

 

The Total Redemption Price will be payable upon presentation and surrender of the Notes called for redemption at the following corporate trust office:

 

Computershare Trust Company of Canada
3rd Floor, 510 Burrard St.

 

Vancouver, BC, V6C 3B9
Attention: Service Delivery

 

The interest upon the principal amount of Notes called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Redemption Price shall not be made on presentation for surrender of such Notes at the above-mentioned corporate trust office on or after the Redemption Date or prior to the setting aside of the Redemption Price pursuant to the Indenture.

 

DATED:    
   
IDAHO GOLD RESOURCES COMPANY, LLC  
   
By:    
  Authorized Signatory  

 

 

 

Schedule C

 

FORM OF MATURITY NOTICE

 

TO: Holders of 0.05% Senior Unsecured Convertible Notes due March , 2023 (the “Notes”) of Idaho Gold Resources Company, LLC (the “Company”)

 

AND TO: Computershare Trust Company of Canada, as Note Trustee

 

NOTE: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

 

Notice is hereby given pursuant to the Trust Indenture (the “Indenture”) dated as of March l, 2016 between the Company, Midas and Computershare Trust Company of Canada, as note trustee (the “Note Trustee”), that the Notes are due and payable as of March l, 2023 (the “Maturity Date”) and the Company hereby advises the holders of Notes that it will deliver to holders of Notes a cash payment upon presentation and surrender of the Notes representing any principal amount and all accrued and unpaid interest to the Maturity Date, to which the holder is entitled.

 

 

DATED: l  
     
    IDAHO GOLD RESOURCES COMPANY, LLC
     
    Per:  

 

 

 

Schedule D

 

FORM OF NOTICE OF CONVERSION

 

TO: IDAHO GOLD RESOURCES COMPANY, LLC

 

AND TO: MIDAS GOLD CORP.

 

AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA

 

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

 

The undersigned registered holder of 0.05% Senior Unsecured Convertible Notes (the “Notes”) in the principal amount of C$_______________ irrevocably elects to convert such Notes (or C$_____________ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Notes and tenders herewith the Notes, and, if applicable, directs that the Common Shares of Midas issuable by Midas at the direction of the Company upon a conversion be issued and delivered to the person indicated below. (If Common Shares are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned.)

 

Conversion Price: C$_____________

 

Please check one of the following:

 

(1)          ¨          the undersigned did not acquire the Notes in the United States, is not in the United States or a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) and is not acquiring the Common Shares for the account or benefit of a U.S. person or person in the United States, and did not execute this Notice of Conversion or otherwise place its order to purchase the Common Shares from within the United States;

 

(2)          ¨          the undersigned is the original purchaser of the Notes being converted, its jurisdiction of residence on the date hereof is the same as at the time it acquired the Notes; or

 

(3)          ¨          if neither Box 1 or Box 2 is checked, this Notice is accompanied by an opinion of counsel, or other evidence, in form and substance reasonably satisfactory to the Company, Midas and the Note Trustee; provided, however, that the undersigned understands and acknowledges that the Common Shares may not be issued unless the Company, Midas and the Note Trustee are satisfied that such Common Shares are permitted to be issued under the U.S. Securities Act and applicable state securities laws.

 

Unless otherwise directed by the Company or Idaho Gold, the Trustee may proceed with the conversion of the Notes without requiring an opinion if Box 1 or Box 2 are checked.

 

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on conversion may be subject to restrictions on resale under applicable securities legislation.

 

Dated:      
    (Signature of Registered Holder)

 

 

- 2 -

 

(*) If less than the full principal amount of the Notes, indicate in the space provided the principal amount.

 

(Print name in which Common Shares are to be issued, delivered and registered)

 

NOTE: If Common Shares are to be issued in the name of a person other than the holder, the transfer form attached to the note certificate must be completed and executed with signature guaranteed as noted on such transfer form.

 

Name:    
     
(Address)    
     
  (City, Province and Postal Code)  
     
Authorized signature:    

 

 

 

Schedule E

 

FORM OF pUT NOTICE

 

TO: IDAHO GOLD RESOURCES COMPANY, LLC

 

AND TO: MIDAS GOLD CORP.

 

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

 

The undersigned registered holder of 0.05% Senior Unsecured Convertible Notes in the principal amount of C$______________________ represents and warrants that the undersigned is an Eligible Holder (as defined below) and irrevocably elects to transfer such Notes (or C$______________________ principal amount thereof*) to Midas in accordance with the terms of the Indenture referred to in such Notes (accompanied by the certificate(s) representing such Notes with the Form of Assignment duly completed and executed checking the box in such Form of Assignment to indicate that such Note is being transferred, assigned or sold to the Company or Midas) and tenders herewith the Notes, and, if applicable, directs that the Common Shares of Midas issuable by Midas at the Conversion Price in accordance with the terms of the Indenture upon a transfer be issued and delivered to the person indicated below. (If Common Shares are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned.)

 

Conversion Price: C$_____________

 

Eligible Holder” means a beneficial owner of Notes who, at the time the Put Right is exercised, is a resident of Canada for purposes of the Tax Act and any applicable income tax treaty or convention (other than a Tax Exempt Person), or a partnership any member of which is a resident of Canada for the purposes of the Tax Act and any applicable income tax treaty or convention (other than a Tax Exempt Person);

 

Eligible Holders whose Notes are transferred to Midas in exchange for Common Shares pursuant to the exercise of a Put Right may wish to make a joint election with Midas pursuant to subsection 85(1) or 85(2) of Tax Act and the corresponding provisions of any applicable provincial tax legislation (a “Tax Election”). Eligible Holders should consult their own tax advisor to determine if making a Tax Election may be desirable in their particular circumstances and indicate their intention to make a Tax Election in this Put Notice. Each Eligible Holder who wishes to make a Tax Election must provide to Midas a completed Section 85 Election form in accordance with the procedures and deadlines set out in the Tax Act (and any applicable provincial income tax law) and must send the completed election form to an appointed representative as directed by Midas within 60 days after the receipt by the Note Trustee of the Put Notice. Midas will, within 60 days after receiving the completed Section 85 Election, and subject to such election being correct and complete and complying with the requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return a copy of a completed Section 85 Election to the Eligible Holder for filing with the CRA (or the applicable provincial tax authority). Eligible Holders who do not deliver the completed election form to an appointed representative as directed by Midas on or before 60 days after the receipt by the Note Trustee together of the Put Notice may not be able to make a Tax Election. Eligible Holders who wish to make a Tax Election with Midas should give their immediate attention to this matter.

 

- 2 -

  

¨          Check here if you intend to make a Tax Election with Midas.

 

Dated:      
    (Signature of Registered Holder)

 

(*) If less than the full principal amount of the Notes, indicate in the space provided the principal amount.

 

NOTE: If Common Shares are to be issued in the name of a person other than the holder, the transfer form attached to the Note certificate must be completed and executed with signature guaranteed as noted on such transfer form.

 

(Print name in which Common Shares are to be issued, delivered and registered)

 

Name:    
     
(Address)    
     
  (City, Province and Postal Code)  
     
Authorized signature:    

 

 

 

Schedule F
Form of Declaration for Removal of Legend
in connection with Transfers
Pursuant to Regulation S

 

_______________, ____

 

To: Computershare Trust Company of Canada

 

And to: Idaho Gold Resources Company, LLC

 

Re: Idaho Gold Resources Company, LLC (the “Company”)
0.05% Senior Unsecured Convertible Notes due March l, 2023 (the “Notes”)

 

Ladies and Gentlemen:

 

In connection with our proposed sale of C$___________________ aggregate principal amount of the Notes, represented by certificate no. ___________________, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and, accordingly, we represent that:

 

1 we are not (a) an “affiliate” of the Company (as that term is defined in Rule 405 under the U.S. Securities Act), (b) a distributor or (c) an affiliate of a distributor;

 

2 we have not made an offer to resell the Notes to a person in the United States;

 

3 either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

 

4 neither we nor any person acting on our behalf have engaged in any directed selling efforts in the United States in in connection with the offer and sale of the Notes;

 

5 the sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration requirements of the U.S. Securities Act.

 

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party, in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

 

Very truly yours,

 

[Name of Transferor]
 
By:  
   
  Authorized Signature

 

 

 

Schedule G

 

Form of gUARANTEE iNDENTURE

 

 

 

 

THIS GUARANTEE INDENTURE dated as of the 17th day of March, 2020

 

AMONG:

 

MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia,

 

(the “Guarantor”),

 

-and -

 

IDAHO GOLD RESOURCES COMPANY, LLC, a limited liability company existing under the laws of the State of Idaho,

 

(the “Issuer”),

 

- and -

 

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all of the provinces and territories of Canada

 

(the “Trustee”)

 

WHEREAS

 

A. As at the date hereof, the Issuer has issued C$47,600,000 in aggregate principal amount of Notes (as defined below) pursuant to that certain trust indenture (the “Trust Indenture”) made as of the date hereof among the Issuer, the Guarantor and the Trustee.

 

B. The Issuer is a wholly-owned Subsidiary (as defined below) of the Guarantor.

 

C. Pursuant to the terms of this guarantee indenture (this “Guarantee”) the Guarantor has agreed to guarantee in favour of the Noteholders (as defined below) the payment of the Note Obligations (as defined below).

 

D. All necessary acts and proceedings have been done and taken and all necessary resolutions have been passed to authorize the execution and delivery of this Guarantee and to make the same legal, valid and binding upon the Guarantor.

 

E. The foregoing recitals are made as representations and statements of fact by the Guarantor and not by the Trustee.

 

 

  2 -  

 

NOW THEREFORE, in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Article 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

1.1 Definitions

 

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Trust Indenture.

 

1.2 New Definitions

 

In this Guarantee, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings, namely:

 

Board of Directors” means the board of directors of the Guarantor or any duly authorized committee of that board.

 

Board Resolution” means a copy of a resolution certified by an officer of the Guarantor to have been duly passed by the Board of Directors and to be in full force and effect on the applicable date of such certification.

 

Guarantor Event of Default” has the meaning specified in Section 4.2.

 

Note Obligations” means all financial liabilities and obligations of the Issuer to the Noteholders in respect of the Notes, including the principal of, premium, if any, and interest on all Notes issued by the Issuer under the Trust Indenture from time to time when and as the same shall become due and payable, whether at maturity, upon redemption, acceleration or otherwise, and all other obligations and liabilities owing by the Issuer to the Trustee under the Trust Indenture, whether present or future, absolute or contingent, liquidated or unliquidated, as principal or as surety, alone or with others, of whatsoever nature or kind, in any currency, under or in respect of the Trust Indenture. For greater certainty, the Note Obligations of the Issuer to the Noteholders in respect of the Notes shall include the obligations to issue Freely Tradeable Common Shares in respect of a Common Share Interest Payment Election, or pursuant to a conversion of the Notes into Common Shares or an exercise of the Put Right.

 

Officer’s Certificate” means a certificate in writing signed by any officer or director of the Guarantor.

 

1.3 Interpretation

 

In this Guarantee:

 

(a) “this Guarantee”, “herein”, “hereof”, “hereby”, “hereto”, “hereunder” and similar expressions refer to this Guarantee and not to any particular Article, Section or other provision hereof, and include any and every instrument supplemental or ancillary hereto or in implementation hereof;

 

 

  3 -  

 

(b) words importing the singular number shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa;

 

(c) all references to Articles refer, unless otherwise specified, to Articles of this Guarantee;

 

(d) all references to Sections refer, unless otherwise specified, to sections, subsections or clauses of this Guarantee and reference to subsections or clauses refer to paragraphs in the same section as the reference or to clauses in the same subsection as the reference; and

 

(e) words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them.

 

1.4 Headings, Etc.

 

The division of this Guarantee into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Guarantee.

 

1.5 Day not a Business Day

 

In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

 

1.6 Applicable Law

 

This Guarantee shall be construed in accordance with the laws of the Province of British Columbia and shall be treated in all respects as a British Columbia contract.

 

1.7 Monetary References

 

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

 

1.8 Invalidity, Etc.

 

Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.

 

1.9 No Recourse Against Others

 

A director, officer, employee or shareholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Guarantee or for any claim based on, in respect of, or by reason of, such obligations or its creation.

 

 

  4 -  

 

1.10 Language

 

Each of the parties hereto hereby acknowledges that it has consented to and requested that this Guarantee and all documents relating thereto be drawn up in the English language only.

 

Article 2
GUARANTEE

 

2.1 Guarantee

 

The Guarantor irrevocably, fully and unconditionally guarantees in favour of the Noteholders and the Trustee the due and punctual payment of the Note Obligations (without duplication of amounts theretofore paid by or on behalf of the Issuer), regardless of any defense (except for the defense of payment by the Issuer), right of setoff or counterclaim which the Guarantor may have or assert. The Guarantor’s obligation to pay a Note Obligation may be satisfied by payment to the Noteholders through the facilities of the Trustee. Section 2.12 of the Trust Indenture shall apply to any payment made by the Guarantor to the Noteholders pursuant hereto as if any reference to the “Company” therein were instead a reference to the Guarantor.

 

2.2 Waiver of Notice

 

The Guarantor hereby waives notice of acceptance of this Guarantee.

 

2.3 Guarantee Absolute

 

The Guarantor guarantees that the Note Obligations will be paid strictly in accordance with the terms of the Notes and this Guarantee within the time required by Sections 2.1 and 2.6, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Noteholders with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:

 

(a) any sale, transfer or assignment by any Noteholder of any Notes or any right, title, benefit or interest of such Noteholder therein or thereto;

 

(b) any amendment or change in or to, or any waiver of, any of the terms of the Notes or the Trust Indenture;

 

(c) any change in the name, objects, constitution, capacity, capital or the constating documents of the Guarantor;

 

(d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Issuer;

 

(e) any partial payment by the Issuer, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Notes to be performed or observed by the Issuer;

 

 

  5 -  

 

(f) the extension of time for the payment by the Issuer of all or any portion of the Note Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Notes;

 

(g) any failure, omission, delay or lack of diligence on the part of the Noteholders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Noteholders pursuant to the terms of the Notes, or any action on the part of the Issuer granting indulgence or extension of any kind;

 

(h) the recovery of any judgment against the Issuer, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Issuer or the Guarantor, as applicable, any sale or other disposition of all or substantially all of the assets of the Issuer or the Guarantor, as applicable, or any judicial or extra-judicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Issuer, the Guarantor or any of the assets of the Issuer or Guarantor, as applicable;

 

(i) any circumstance, act or omission that would prevent subrogation operating in favour of the Guarantor;

 

(j) any invalidity of, or defect or deficiency in, the Notes or this Guarantee;

 

(k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

 

(l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Issuer in respect of any of the Note Obligations, or the Guarantor in respect of any of the Note Obligations (other than, and to the extent of, the payment or satisfaction thereof),

 

it being the intent of the Guarantor that its obligations in respect of the Note Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Note Obligations or as otherwise set out herein. The Noteholders shall not be bound or obliged to exhaust their recourse against the Issuer or any other Persons or to take any other action before being entitled to demand payment from the Guarantor hereunder.

 

There shall be no obligation of the Noteholders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

 

2.4 Continuing Guarantee

 

This Guarantee shall apply to and secure any ultimate balance due or remaining due to the Noteholders and the Trustee in respect of the Note Obligations and shall be binding as an absolute and continuing obligation of the Guarantor to the extent that a balance remains outstanding under the Note Obligations. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment of any of the Note Obligations must or may be rescinded, is declared voidable, or must or may otherwise be returned by the Noteholders for any reason, including the insolvency, bankruptcy, dissolution or reorganization of the Issuer or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Issuer or any substantial part of its property, all as though such payment had not been made. If at any time the Issuer is precluded from making payment when due in respect of any Note Obligations by reason of any of the provisions of its constating documents or otherwise, such amounts shall nonetheless be deemed to be due and payable by the Issuer to the Noteholders for all purposes of this Guarantee and the Note Obligations shall be immediately due and payable to the Noteholders. This is a guarantee of payment, and not merely a deficiency or collection guarantee.

 

 

  6 -  

 

2.5 Rights of Noteholders

 

The Guarantor expressly acknowledges that: (a) this Guarantee will be deposited with the Trustee to be held for the benefit of the Noteholders; and (b) the Trustee has the right to enforce this Guarantee on behalf of the Noteholders.

 

2.6 Guarantee of Payment

 

If the Issuer shall fail to pay any of the Note Obligations when due, the Guarantor shall pay to the Noteholders the Note Obligations immediately after demand made in writing by one or more Noteholders or the Trustee, but in any event within 15 days of any failure by the Issuer to pay the Note Obligations when due, without any evidence that the Noteholders or the Trustee have demanded that the Issuer pay any of the Note Obligations or that the Issuer has failed to do so.

 

2.7 Subrogation

 

The Guarantor shall have no right of subrogation in respect of any payment made to the Noteholders hereunder until such time as the Note Obligations have been fully satisfied. In the case of the liquidation, dissolution, winding-up or bankruptcy of the Issuer (whether voluntary or involuntary), or if the Issuer makes an arrangement or compromise or proposal with its creditors, the Noteholders shall have the right to rank for their full claim and to receive all interest or other payments in respect thereof until their claims have been paid in full, and the Guarantor shall continue to be liable to the Noteholders for any balance which may be owing to the Noteholders by the Issuer. The Note Obligations shall not, however, be released, discharged, limited or affected by the failure or omission of the Noteholders to prove the whole or part of any claim against the Issuer. If any amount is paid to the Guarantor on account of any subrogation arising hereunder at any time when the Note Obligations have not been fully satisfied, such amount shall be held in trust for the benefit of the Noteholders and shall forthwith be paid to the Noteholders to be credited and applied against the Note Obligations.

 

2.8 Independent Obligations

 

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Notes and that the Guarantor shall be liable as principal and as debtor hereunder to pay the Note Obligations pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (l), inclusive, of Section 2.3 and regardless of whether the Noteholders should make a demand upon the Guarantor or the Issuer. The Guarantor will pay the Note Obligations without regard to any equities between it and the Issuer or any defence or right of set-off, compensation, abatement, combination of accounts or cross-claim that it or the Issuer may have.

 

 

  7 -  

 

2.9 Guarantor to Investigate Financial Condition of the Issuer

 

The Guarantor acknowledges that it has fully informed itself about the financial condition of the Issuer. The Guarantor assumes full responsibility for keeping fully informed of the financial condition of the Issuer and all other circumstances affecting the Issuer’s ability to pay the Note Obligations.

 

Article 3
COVENANTS

 

3.1 Existence

 

The Guarantor will do or cause to be done all things necessary to remain a corporation validly existing under the laws of the jurisdiction of its formation and licensed, registered or qualified to do business as a foreign, extra-provincial or extra-territorial corporation in each jurisdiction where such licensing, registration or qualification is necessary under Applicable Laws and in compliance in all material respects with all Applicable Laws of each such jurisdiction, and to preserve and keep in full force and effect its rights and franchises and the rights and franchises of its Subsidiaries.

 

3.2 Transfer of All or Substantially All of the Assets

 

The Guarantor will not enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (a “Successor”) whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, conveyance or otherwise unless:

 

(a) the Successor shall execute, prior to or contemporaneously with the consummation of such transaction, an indenture supplemental to the Guarantee to evidence its agreement to assume all of the obligations of the Guarantor under this Guarantee (unless the assumption of such obligations arises by operation of law);

 

(b) immediately after giving effect to such transaction, no Guarantor Event of Default, or event which, after notice or lapse of time or both, would become a Guarantor Event of Default, shall have happened and be continuing;

 

(c) such transaction shall, in the opinion of Counsel, be upon such terms as substantially to preserve and not to impair any of the rights and powers of the Trustee or of the Noteholders under this Guarantee; and

 

(d) the Guarantor shall have delivered to the Trustee an opinion of Counsel to the effect that such transaction complies with this Section 3.2 and that all conditions precedent herein provided for relating to such transaction have been complied with.

 

 

  8 -  

 

Thereafter, the Successor will be substituted for the Guarantor under this Guarantee and the Guarantor will be released from all its liabilities and obligations under this Guarantee.

 

Article 4
TERMINATION AND REMEDIES

 

4.1 Termination of Guarantee

 

This Guarantee shall terminate upon the occurrence of the following events:

 

(a) any of:

 

(i) all of the outstanding Notes shall have been cancelled;

 

(ii) all of the outstanding Notes shall have been converted into Common Shares in accordance with their terms and/or transferred to Midas pursuant to the exercise of the Put Rights;

 

(iii) all of the Notes shall have been redeemed; or

 

(iv) all of the Notes shall have been repaid;

 

and in each case, all Note Obligations shall be paid in full by the Issuer and/or the Guarantor, as the case may be; and

 

(b) all other sums payable by the Issuer in respect of the Note Obligations have been paid.

 

Upon termination of this Guarantee the Trustee shall, subject to compliance by the Issuer with sections 10.4 and 10.5 of the Trust Indenture, upon request, and the expense, of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee as it shall be advised by Counsel are requisite for that purpose.

 

Notwithstanding the termination of this Guarantee, the indemnification obligations of the Guarantor to the Trustee under Article 8 shall survive.

 

4.2 Right of Trustee to Enforce Payment

 

In the event that the Guarantor fails to pay the Note Obligations as required (a “Guarantor Event of Default”) pursuant to the terms of this Guarantee, the Trustee may in its discretion and shall upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Notes issued and outstanding and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of the Note Obligations then outstanding together with any other amounts due hereunder by such proceedings authorized by this Guarantee or by law or equity as the Trustee in such request shall have been directed to take, or if such request contains no such direction, or if the Trustee shall act without such request, then by such proceedings authorized by this Guarantee or by suit at law or in equity as the Trustee shall deem expedient.

 

 

  9 -  

 

The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the Noteholders or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Noteholders allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Guarantor or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective Noteholders by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Noteholders with authority to make and file in the respective names of the Noteholders (if known) or on behalf of the Noteholders as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Noteholders themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such Noteholders, as may be necessary or advisable in the opinion of the Trustee, based on the advice of Counsel, in order to have the respective claims of the Trustee and of the Noteholders against the Guarantor or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided that nothing contained in this Guarantee shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Noteholder.

 

The Trustee shall also have power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised by Counsel shall be necessary or advisable to preserve and protect its interests and the interests of the Noteholders.

 

All rights of action hereunder may be enforced by the Trustee without the possession of any of the Notes or the production thereof on the trial or other proceedings relating thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the name of the Trustee as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the Noteholders subject to the provisions of this Guarantee. In any proceeding brought by the Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Guarantee, to which the Trustee shall be a party), the Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholders parties to any such proceeding.

 

4.3 Other Provisions

 

Except as herein otherwise expressly provided, any monies received by the Trustee from the Guarantor pursuant to the foregoing Sections of this Article 4, or as a result of legal or other proceedings or from any receiver, trustee in bankruptcy or liquidator of the Guarantor, shall be applied, together with any other monies in the hands of the Trustee available for such purposes, as follows:

 

(a) first, to the payment or reimbursement to any of the Trustee, receiver, trustee in bankruptcy or liquidator, as applicable, of its compensation, costs, charges, expenses, borrowings, advances, or other monies furnished or provided by or at the instance of any of the Trustee, receiver, trustee in bankruptcy or liquidator, as applicable, in or about the execution of its trust or otherwise in relation to this Guarantee, with interest thereon as herein provided;

 

 

  10 -  

 

(b) second, subject to the provisions hereinafter in this Section 4.3 provided, in payment of the principal of and premium (if any) and accrued and unpaid interest and interest on amounts in default on the Notes which shall then be outstanding in the priority of principal first and then premium, if any, and then accrued and unpaid interest and interest on amounts in default unless otherwise directed by extraordinary resolution passed as hereinafter provided and in that case in such order of priority as between principal, premium and interest as may be directed by such resolution; and

 

(c) third, the surplus (if any) of such monies shall be paid to the Guarantor or its assigns;

 

provided, however, that no payment shall be made in respect of the principal, premium or interest of any Note held, directly or indirectly, by or for the benefit of the Guarantor, the Issuer or any Subsidiary (other than any Note pledged for value and in good faith to a Person other than the Guarantor, the Issuer or any Subsidiary, but only to the extent of such Person’s interest therein) except subject to the prior payment in full of the principal, premium (if any) and interest of all Notes which are not so held.

 

Provided always that the Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it is insufficient to make a distribution of at least 2% of the principal amount of the outstanding Notes but it may retain the money so received by it and deposit the same in its deposit department or in a chartered bank in Canada to its credit, together with any other monies for the time being under its control, shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner above set forth.

 

4.4 Remedies Cumulative

 

Each and every remedy herein conferred upon or reserved to the Trustee, or upon or reserved to the Noteholders, shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

 

4.5 Suits by Noteholders

 

No Noteholder shall have the right to institute any action or proceeding or to exercise any other remedy authorized by this Guarantee for the purpose of enforcing any rights on behalf of the Noteholders or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Guarantor wound up or to file or prove a claim in any liquidation or bankruptcy proceedings, unless: (a) such Noteholder shall previously have given to the Trustee written notice of the happening of a Guarantor Event of Default hereunder; (b) the Noteholders, by written instrument signed by the holders of at least 25% in principal amount of the Notes then outstanding shall have made a request to the Trustee and the Trustee shall have been afforded reasonable opportunity either itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose; (c) the Noteholders, or any of them shall have furnished to the Trustee, when so requested by the Trustee, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and (d) the Trustee shall have failed to act within a reasonable time after such notification, request and offer of indemnity and funding and such notification, request and offer of indemnity and funding are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to any such proceeding or for any other remedy hereunder by or on behalf of any Noteholder; thereafter, in such case but not otherwise, any Noteholder acting on behalf of himself and all other Noteholders shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken under Section 4.2; it being understood and intended that no one or more Noteholders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by his or their action or to enforce any right hereunder or under any Note, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all.

 

 

  11 -  

 

4.6 Restoration of Rights and Remedies

 

If the Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Guarantee and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then and in every such case, subject to any determination in such proceeding, the Guarantor, the Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

 

4.7 Waiver of Stay or Extension Laws

 

The Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Guarantee, and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

 

4.8 Undertaking for Costs

 

All parties to this Guarantee agree, and each Noteholder by acceptance thereof and by acceptance of the benefits hereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Guarantee, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable lawyers’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Guarantor, (b) any suit instituted by the Trustee, (c) any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 25% of the aggregate principal amount of the then outstanding Notes, or (d) any suit instituted by any Noteholder for the enforcement of the payment of the Note Obligations.

 

 

  12 -  

 

Article 5
MEETINGS OF NOTEHOLDERS

 

5.1 Meetings of Noteholders

 

The provisions of Article 13 of the Trust Indenture are hereby incorporated by reference herein and restated, mutatis mutandis, with respect to this Guarantee and the Notes and for the benefit of the Guarantor and the Trustee.

 

Article 6
NOTICES

 

6.1 Notices

 

The provisions of Article 14 of the Trust Indenture are hereby incorporated by reference herein and restated, mutatis mutandis, with respect to this Guarantee and the Notes and for the benefit of the parties hereto, except that the address for notice for each of the parties hereto shall be as follows:

 

(i) to the Guarantor:

 

Midas Gold Corp.
890 – 999 West Hastings Street
Vancouver, British Columbia V6C 2W2

 

Attention: Chief Executive Officer
Email: squin@midasgoldcorp.com

 

with a copy (which shall not constitute notice) to:

 

Miller Thomson LLP

400 – 725 Granville Street

Vancouver, British Columbia V7Y 1G5

 

Attention: Lucy H. Schilling
Email: lschilling@millerthomson.com

 

 

  13 -  

 

(ii) to the Issuer:

 

Idaho Gold Resources Company, LLC
Suite 201 - 405 S 8th Street

Boise, ID USA 83702

 

Attention: Secretary
Email: nelson@midasgoldinc.com

 

with a copy (which shall not constitute notice) to:

 

Holland & Hart LLP
800 W. Main Street
Suite 1750
Boise, ID 83702

 

Attention: Nicole Snyder
Email: ncsnyder@hollandhart.com

 

(iii) to the Trustee:

 

Computershare Trust Company of Canada
3rd Floor – 510 Burrard St.
Vancouver, BC V6C 3B9

 

Attention: General Manager, Corporate Trust
Email: corporatetrust.vancouver@computershare.com

 

Article 7
SUPPLEMENTAL INDENTURES

 

7.1 Provisions for Supplemental Indentures for Certain Purposes

 

From time to time the Trustee, the Guarantor and the Issuer may, and they shall when required by this Guarantee, execute, acknowledge and deliver by their proper officers, indentures or instruments supplemental hereto which thereafter shall form part hereof, for any one or more or all of the following purposes:

 

(a) evidencing the succession, or successive succession, of Successors to the Guarantor or the Issuer and the covenants of and obligations assumed by such Successors in accordance with the provisions of Section 3.2;

 

(b) giving effect to any Extraordinary Resolution passed in accordance with Article 5;

 

(c) making such provisions not inconsistent with this Guarantee as may be necessary or desirable with respect to matters or questions arising hereunder and which, in the opinion of the Trustee, relying on the opinion of Counsel acting reasonably, it may be expedient to make, provided that the Trustee shall be of the opinion, relying on the opinion of Counsel, that such provisions and modifications will not be prejudicial to the interests of the Noteholders;

 

 

  14 -  

 

(d) adding to the covenants of the Guarantor herein contained consistent with the provisions hereof for the protection of the Noteholders and/or providing for Events of Default in addition to those herein specified;

 

(e) to ensure or further ensure that the Note Obligations are complied with consistent with the provisions hereof, which it shall have been advised by Counsel are required;

 

(f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to this Guarantee and to add to or change any of the provisions of this Guarantee as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee with the consent of the Trustee, Midas and the Company, acting reasonably; or

 

(g) to supplement any of the provisions of this Guarantee to such extent as shall be necessary to permit or facilitate the termination pursuant to Section 4.1 consistent with the provisions hereof; provided that in the opinion of the Trustee, acting reasonably and relying upon an opinion of Counsel, any such action shall not adversely affect and will not be prejudicial to the interests of the Noteholders in any material respect; or

 

(h) for any other purpose not inconsistent with the terms of this Guarantee, including the correction or rectification of any errors, ambiguities or omissions in this Guarantee, provided that in the opinion of the Trustee, acting reasonably and relying on the opinion of Counsel, such modifications will not be prejudicial to the interests of the Noteholders.

 

Unless the supplemental indenture requires the consent or concurrence of Noteholders pursuant to Section 7.2, the consent or concurrence of Noteholders shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture as noted above. The Trustee may also, without the consent or concurrence of the Noteholders, by supplemental indenture or otherwise, concur with the Guarantor and the Issuer in making any changes or corrections in this Guarantee which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in any deed or indenture supplemental or ancillary hereto, provided that in the opinion of the Trustee, relying on the opinion of Counsel, the rights of the Trustee and of the Noteholders are in no way prejudiced thereby.

 

7.2 Supplemental Guarantees with Consent of Noteholders

 

With the consent of either (i) the Noteholders representing not less than a majority of the aggregate principal amount of all of the then outstanding Notes, or (ii) if a meeting of the Noteholders is called for obtaining such consent, Noteholders representing not less than a majority of the aggregate principal amount of all Notes represented at such meeting and voting in respect of such consent, the Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Guarantee or of modifying in any manner the rights of the Noteholders under this Guarantee; provided, however, that no such supplemental indenture shall, without the consent of the Noteholders representing not less than 66⅔% of the aggregate principal amount of all of the then outstanding Notes or, if a meeting of the Noteholders is called for obtaining such consent, Noteholders representing not less than a majority of the aggregate principal amount of all Notes represented at such meeting and voting in respect of such consent, as the case may be,

 

 

  15 -  

 

(a) reduce the percentage of the aggregate principal amount of the outstanding Notes required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Guarantee or certain defaults applicable hereunder and their consequences provided for in this Guarantee, or reduce the requirements for quorum or voting with respect to the Guarantee, or

 

(b) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Guarantee cannot be modified or waived without the consent of each Holder.

 

7.3 Effect of Supplemental Indentures

 

Upon the execution of any supplemental indenture under this Article 7, this Guarantee shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Guarantee for all purposes.

 

Article 8
CONCERNING THE TRUSTEE

 

8.1 Concerning the Trustee

 

The provisions of Article 15 and Section 9.11 of the Trust Indenture are hereby incorporated by reference herein and restated, mutatis mutandis, with respect to this Guarantee and the Notes and for the benefit of the Guarantor and the Trustee, including, but not limited to, all indemnities and protective clauses for the benefit of the Trustee.

 

8.2 Form of Documents Delivered to Trustee

 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

 

Any certificate or opinion of an officer of the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Guarantor stating that the information with respect to such factual matters is in the possession of the Guarantor, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

 

 

  16 -  

 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Guarantee, they may, but need not, be consolidated and form one instrument.

 

Article 9
MISCELLANEOUS

 

9.1 Counterparts

 

This Guarantee may be executed in any number of counterparts (whether by fax or other electronic means), each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Guarantee.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Guarantee as of the date first written above.

 

 

  MIDAS GOLD CORP.
   
   
  Per:  
    Name: Stephen Quin
    Title: President and Chief Executive Officer

 

 

  IDAHO GOLD RESOURCES COMPANY, LLC
   
   
  Per:  
    Name: Chris Dail
    Title: President

 

 

  COMPUTERSHARE TRUST COMPANY OF CANADA
   
  Per:  
    Name:
    Title:
     
  Per:  
    Name:
    Title:

 

 

 

Exhibit 99.49

 

THIS GUARANTEE INDENTURE dated as of the 17th day of March, 2020

 

AMONG:

 

MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia,

 

(the “Guarantor”),

 

-and -

 

IDAHO GOLD RESOURCES COMPANY, LLC, a limited liability company existing under the laws of the State of Idaho,

 

(the “Issuer”),

 

- and -

 

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all of the provinces and territories of Canada

 

(the “Trustee”)

 

WHEREAS

 

A. As at the date hereof, the Issuer has issued C$47,600,000 in aggregate principal amount of Notes (as defined below) pursuant to that certain trust indenture (the “Trust Indenture”) made as of the date hereof among the Issuer, the Guarantor and the Trustee.

 

B. The Issuer is a wholly-owned Subsidiary (as defined below) of the Guarantor.

 

C. Pursuant to the terms of this guarantee indenture (this “Guarantee”) the Guarantor has agreed to guarantee in favour of the Noteholders (as defined below) the payment of the Note Obligations (as defined below).

 

D. All necessary acts and proceedings have been done and taken and all necessary resolutions have been passed to authorize the execution and delivery of this Guarantee and to make the same legal, valid and binding upon the Guarantor.

 

E. The foregoing recitals are made as representations and statements of fact by the Guarantor and not by the Trustee.

 

 

  2 -  

 

NOW THEREFORE, in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Article 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

1.1 Definitions

 

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Trust Indenture.

 

1.2 New Definitions

 

In this Guarantee, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings, namely:

 

Board of Directors” means the board of directors of the Guarantor or any duly authorized committee of that board.

 

Board Resolution” means a copy of a resolution certified by an officer of the Guarantor to have been duly passed by the Board of Directors and to be in full force and effect on the applicable date of such certification.

 

Guarantor Event of Default” has the meaning specified in Section 4.2.

 

Note Obligations” means all financial liabilities and obligations of the Issuer to the Noteholders in respect of the Notes, including the principal of, premium, if any, and interest on all Notes issued by the Issuer under the Trust Indenture from time to time when and as the same shall become due and payable, whether at maturity, upon redemption, acceleration or otherwise, and all other obligations and liabilities owing by the Issuer to the Trustee under the Trust Indenture, whether present or future, absolute or contingent, liquidated or unliquidated, as principal or as surety, alone or with others, of whatsoever nature or kind, in any currency, under or in respect of the Trust Indenture. For greater certainty, the Note Obligations of the Issuer to the Noteholders in respect of the Notes shall include the obligations to issue Freely Tradeable Common Shares in respect of a Common Share Interest Payment Election, or pursuant to a conversion of the Notes into Common Shares or an exercise of the Put Right.

 

Officer’s Certificate” means a certificate in writing signed by any officer or director of the Guarantor.

 

1.3 Interpretation

 

In this Guarantee:

 

(a) “this Guarantee”, “herein”, “hereof”, “hereby”, “hereto”, “hereunder” and similar expressions refer to this Guarantee and not to any particular Article, Section or other provision hereof, and include any and every instrument supplemental or ancillary hereto or in implementation hereof;

 

 

  3 -  

 

(b) words importing the singular number shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa;

 

(c) all references to Articles refer, unless otherwise specified, to Articles of this Guarantee;

 

(d) all references to Sections refer, unless otherwise specified, to sections, subsections or clauses of this Guarantee and reference to subsections or clauses refer to paragraphs in the same section as the reference or to clauses in the same subsection as the reference; and

 

(e) words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them.

 

1.4 Headings, Etc.

 

The division of this Guarantee into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Guarantee.

 

1.5 Day not a Business Day

 

In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

 

1.6 Applicable Law

 

This Guarantee shall be construed in accordance with the laws of the Province of British Columbia and shall be treated in all respects as a British Columbia contract.

 

1.7 Monetary References

 

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

 

1.8 Invalidity, Etc.

 

Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.

 

1.9 No Recourse Against Others

 

A director, officer, employee or shareholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Guarantee or for any claim based on, in respect of, or by reason of, such obligations or its creation.

 

 

  4 -  

 

1.10 Language

 

Each of the parties hereto hereby acknowledges that it has consented to and requested that this Guarantee and all documents relating thereto be drawn up in the English language only.

 

Article 2
GUARANTEE

 

2.1 Guarantee

 

The Guarantor irrevocably, fully and unconditionally guarantees in favour of the Noteholders and the Trustee the due and punctual payment of the Note Obligations (without duplication of amounts theretofore paid by or on behalf of the Issuer), regardless of any defense (except for the defense of payment by the Issuer), right of setoff or counterclaim which the Guarantor may have or assert. The Guarantor’s obligation to pay a Note Obligation may be satisfied by payment to the Noteholders through the facilities of the Trustee. Section 2.12 of the Trust Indenture shall apply to any payment made by the Guarantor to the Noteholders pursuant hereto as if any reference to the “Company” therein were instead a reference to the Guarantor.

 

2.2 Waiver of Notice

 

The Guarantor hereby waives notice of acceptance of this Guarantee.

 

2.3 Guarantee Absolute

 

The Guarantor guarantees that the Note Obligations will be paid strictly in accordance with the terms of the Notes and this Guarantee within the time required by Sections 2.1 and 2.6, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Noteholders with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:

 

(a) any sale, transfer or assignment by any Noteholder of any Notes or any right, title, benefit or interest of such Noteholder therein or thereto;

 

(b) any amendment or change in or to, or any waiver of, any of the terms of the Notes or the Trust Indenture;

 

(c) any change in the name, objects, constitution, capacity, capital or the constating documents of the Guarantor;

 

(d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Issuer;

 

(e) any partial payment by the Issuer, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Notes to be performed or observed by the Issuer;

 

 

  5 -  

 

(f) the extension of time for the payment by the Issuer of all or any portion of the Note Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Notes;

 

(g) any failure, omission, delay or lack of diligence on the part of the Noteholders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Noteholders pursuant to the terms of the Notes, or any action on the part of the Issuer granting indulgence or extension of any kind;

 

(h) the recovery of any judgment against the Issuer, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Issuer or the Guarantor, as applicable, any sale or other disposition of all or substantially all of the assets of the Issuer or the Guarantor, as applicable, or any judicial or extra-judicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Issuer, the Guarantor or any of the assets of the Issuer or Guarantor, as applicable;

 

(i) any circumstance, act or omission that would prevent subrogation operating in favour of the Guarantor;

 

(j) any invalidity of, or defect or deficiency in, the Notes or this Guarantee;

 

(k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

 

(l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Issuer in respect of any of the Note Obligations, or the Guarantor in respect of any of the Note Obligations (other than, and to the extent of, the payment or satisfaction thereof),

 

it being the intent of the Guarantor that its obligations in respect of the Note Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Note Obligations or as otherwise set out herein. The Noteholders shall not be bound or obliged to exhaust their recourse against the Issuer or any other Persons or to take any other action before being entitled to demand payment from the Guarantor hereunder.

 

There shall be no obligation of the Noteholders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

 

2.4 Continuing Guarantee

 

This Guarantee shall apply to and secure any ultimate balance due or remaining due to the Noteholders and the Trustee in respect of the Note Obligations and shall be binding as an absolute and continuing obligation of the Guarantor to the extent that a balance remains outstanding under the Note Obligations. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment of any of the Note Obligations must or may be rescinded, is declared voidable, or must or may otherwise be returned by the Noteholders for any reason, including the insolvency, bankruptcy, dissolution or reorganization of the Issuer or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Issuer or any substantial part of its property, all as though such payment had not been made. If at any time the Issuer is precluded from making payment when due in respect of any Note Obligations by reason of any of the provisions of its constating documents or otherwise, such amounts shall nonetheless be deemed to be due and payable by the Issuer to the Noteholders for all purposes of this Guarantee and the Note Obligations shall be immediately due and payable to the Noteholders. This is a guarantee of payment, and not merely a deficiency or collection guarantee.

 

 

  6 -  

 

2.5 Rights of Noteholders

 

The Guarantor expressly acknowledges that: (a) this Guarantee will be deposited with the Trustee to be held for the benefit of the Noteholders; and (b) the Trustee has the right to enforce this Guarantee on behalf of the Noteholders.

 

2.6 Guarantee of Payment

 

If the Issuer shall fail to pay any of the Note Obligations when due, the Guarantor shall pay to the Noteholders the Note Obligations immediately after demand made in writing by one or more Noteholders or the Trustee, but in any event within 15 days of any failure by the Issuer to pay the Note Obligations when due, without any evidence that the Noteholders or the Trustee have demanded that the Issuer pay any of the Note Obligations or that the Issuer has failed to do so.

 

2.7 Subrogation

 

The Guarantor shall have no right of subrogation in respect of any payment made to the Noteholders hereunder until such time as the Note Obligations have been fully satisfied. In the case of the liquidation, dissolution, winding-up or bankruptcy of the Issuer (whether voluntary or involuntary), or if the Issuer makes an arrangement or compromise or proposal with its creditors, the Noteholders shall have the right to rank for their full claim and to receive all interest or other payments in respect thereof until their claims have been paid in full, and the Guarantor shall continue to be liable to the Noteholders for any balance which may be owing to the Noteholders by the Issuer. The Note Obligations shall not, however, be released, discharged, limited or affected by the failure or omission of the Noteholders to prove the whole or part of any claim against the Issuer. If any amount is paid to the Guarantor on account of any subrogation arising hereunder at any time when the Note Obligations have not been fully satisfied, such amount shall be held in trust for the benefit of the Noteholders and shall forthwith be paid to the Noteholders to be credited and applied against the Note Obligations.

 

2.8 Independent Obligations

 

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Notes and that the Guarantor shall be liable as principal and as debtor hereunder to pay the Note Obligations pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (l), inclusive, of Section 2.3 and regardless of whether the Noteholders should make a demand upon the Guarantor or the Issuer. The Guarantor will pay the Note Obligations without regard to any equities between it and the Issuer or any defence or right of set-off, compensation, abatement, combination of accounts or cross-claim that it or the Issuer may have.

 

 

  7 -  

 

2.9 Guarantor to Investigate Financial Condition of the Issuer

 

The Guarantor acknowledges that it has fully informed itself about the financial condition of the Issuer. The Guarantor assumes full responsibility for keeping fully informed of the financial condition of the Issuer and all other circumstances affecting the Issuer’s ability to pay the Note Obligations.

 

Article 3
COVENANTS

 

3.1 Existence

 

The Guarantor will do or cause to be done all things necessary to remain a corporation validly existing under the laws of the jurisdiction of its formation and licensed, registered or qualified to do business as a foreign, extra-provincial or extra-territorial corporation in each jurisdiction where such licensing, registration or qualification is necessary under Applicable Laws and in compliance in all material respects with all Applicable Laws of each such jurisdiction, and to preserve and keep in full force and effect its rights and franchises and the rights and franchises of its Subsidiaries.

 

3.2 Transfer of All or Substantially All of the Assets

 

The Guarantor will not enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (a “Successor”) whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, conveyance or otherwise unless:

 

(a) the Successor shall execute, prior to or contemporaneously with the consummation of such transaction, an indenture supplemental to the Guarantee to evidence its agreement to assume all of the obligations of the Guarantor under this Guarantee (unless the assumption of such obligations arises by operation of law);

 

(b) immediately after giving effect to such transaction, no Guarantor Event of Default, or event which, after notice or lapse of time or both, would become a Guarantor Event of Default, shall have happened and be continuing;

 

(c) such transaction shall, in the opinion of Counsel, be upon such terms as substantially to preserve and not to impair any of the rights and powers of the Trustee or of the Noteholders under this Guarantee; and

 

(d) the Guarantor shall have delivered to the Trustee an opinion of Counsel to the effect that such transaction complies with this Section 3.2 and that all conditions precedent herein provided for relating to such transaction have been complied with.

 

 

  8 -  

 

Thereafter, the Successor will be substituted for the Guarantor under this Guarantee and the Guarantor will be released from all its liabilities and obligations under this Guarantee.

 

Article 4
TERMINATION AND REMEDIES

 

4.1 Termination of Guarantee

 

This Guarantee shall terminate upon the occurrence of the following events:

 

(a) any of:

 

(i) all of the outstanding Notes shall have been cancelled;

 

(ii) all of the outstanding Notes shall have been converted into Common Shares in accordance with their terms and/or transferred to Midas pursuant to the exercise of the Put Rights;

 

(iii) all of the Notes shall have been redeemed; or

 

(iv) all of the Notes shall have been repaid;

 

and in each case, all Note Obligations shall be paid in full by the Issuer and/or the Guarantor, as the case may be; and

 

(b) all other sums payable by the Issuer in respect of the Note Obligations have been paid.

 

Upon termination of this Guarantee the Trustee shall, subject to compliance by the Issuer with sections 10.4 and 10.5 of the Trust Indenture, upon request, and the expense, of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee as it shall be advised by Counsel are requisite for that purpose.

 

Notwithstanding the termination of this Guarantee, the indemnification obligations of the Guarantor to the Trustee under Article 8 shall survive.

 

4.2 Right of Trustee to Enforce Payment

 

In the event that the Guarantor fails to pay the Note Obligations as required (a “Guarantor Event of Default”) pursuant to the terms of this Guarantee, the Trustee may in its discretion and shall upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Notes issued and outstanding and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of the Note Obligations then outstanding together with any other amounts due hereunder by such proceedings authorized by this Guarantee or by law or equity as the Trustee in such request shall have been directed to take, or if such request contains no such direction, or if the Trustee shall act without such request, then by such proceedings authorized by this Guarantee or by suit at law or in equity as the Trustee shall deem expedient.

 

 

  9 -  

 

The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the Noteholders or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Noteholders allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Guarantor or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective Noteholders by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Noteholders with authority to make and file in the respective names of the Noteholders (if known) or on behalf of the Noteholders as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Noteholders themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such Noteholders, as may be necessary or advisable in the opinion of the Trustee, based on the advice of Counsel, in order to have the respective claims of the Trustee and of the Noteholders against the Guarantor or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided that nothing contained in this Guarantee shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Noteholder.

 

The Trustee shall also have power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised by Counsel shall be necessary or advisable to preserve and protect its interests and the interests of the Noteholders.

 

All rights of action hereunder may be enforced by the Trustee without the possession of any of the Notes or the production thereof on the trial or other proceedings relating thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the name of the Trustee as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the Noteholders subject to the provisions of this Guarantee. In any proceeding brought by the Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Guarantee, to which the Trustee shall be a party), the Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholders parties to any such proceeding.

 

4.3 Other Provisions

 

Except as herein otherwise expressly provided, any monies received by the Trustee from the Guarantor pursuant to the foregoing Sections of this Article 4, or as a result of legal or other proceedings or from any receiver, trustee in bankruptcy or liquidator of the Guarantor, shall be applied, together with any other monies in the hands of the Trustee available for such purposes, as follows:

 

(a) first, to the payment or reimbursement to any of the Trustee, receiver, trustee in bankruptcy or liquidator, as applicable, of its compensation, costs, charges, expenses, borrowings, advances, or other monies furnished or provided by or at the instance of any of the Trustee, receiver, trustee in bankruptcy or liquidator, as applicable, in or about the execution of its trust or otherwise in relation to this Guarantee, with interest thereon as herein provided;

 

 

  10 -  

 

(b) second, subject to the provisions hereinafter in this Section 4.3 provided, in payment of the principal of and premium (if any) and accrued and unpaid interest and interest on amounts in default on the Notes which shall then be outstanding in the priority of principal first and then premium, if any, and then accrued and unpaid interest and interest on amounts in default unless otherwise directed by extraordinary resolution passed as hereinafter provided and in that case in such order of priority as between principal, premium and interest as may be directed by such resolution; and

 

(c) third, the surplus (if any) of such monies shall be paid to the Guarantor or its assigns;

 

provided, however, that no payment shall be made in respect of the principal, premium or interest of any Note held, directly or indirectly, by or for the benefit of the Guarantor, the Issuer or any Subsidiary (other than any Note pledged for value and in good faith to a Person other than the Guarantor, the Issuer or any Subsidiary, but only to the extent of such Person’s interest therein) except subject to the prior payment in full of the principal, premium (if any) and interest of all Notes which are not so held.

 

Provided always that the Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it is insufficient to make a distribution of at least 2% of the principal amount of the outstanding Notes but it may retain the money so received by it and deposit the same in its deposit department or in a chartered bank in Canada to its credit, together with any other monies for the time being under its control, shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner above set forth.

 

4.4 Remedies Cumulative

 

Each and every remedy herein conferred upon or reserved to the Trustee, or upon or reserved to the Noteholders, shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

 

4.5 Suits by Noteholders

 

No Noteholder shall have the right to institute any action or proceeding or to exercise any other remedy authorized by this Guarantee for the purpose of enforcing any rights on behalf of the Noteholders or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Guarantor wound up or to file or prove a claim in any liquidation or bankruptcy proceedings, unless: (a) such Noteholder shall previously have given to the Trustee written notice of the happening of a Guarantor Event of Default hereunder; (b) the Noteholders, by written instrument signed by the holders of at least 25% in principal amount of the Notes then outstanding shall have made a request to the Trustee and the Trustee shall have been afforded reasonable opportunity either itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose; (c) the Noteholders, or any of them shall have furnished to the Trustee, when so requested by the Trustee, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and (d) the Trustee shall have failed to act within a reasonable time after such notification, request and offer of indemnity and funding and such notification, request and offer of indemnity and funding are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to any such proceeding or for any other remedy hereunder by or on behalf of any Noteholder; thereafter, in such case but not otherwise, any Noteholder acting on behalf of himself and all other Noteholders shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken under Section 4.2; it being understood and intended that no one or more Noteholders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by his or their action or to enforce any right hereunder or under any Note, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all.

 

 

  11 -  

 

4.6 Restoration of Rights and Remedies

 

If the Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Guarantee and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then and in every such case, subject to any determination in such proceeding, the Guarantor, the Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

 

4.7 Waiver of Stay or Extension Laws

 

The Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Guarantee, and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

 

4.8 Undertaking for Costs

 

All parties to this Guarantee agree, and each Noteholder by acceptance thereof and by acceptance of the benefits hereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Guarantee, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable lawyers’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Guarantor, (b) any suit instituted by the Trustee, (c) any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 25% of the aggregate principal amount of the then outstanding Notes, or (d) any suit instituted by any Noteholder for the enforcement of the payment of the Note Obligations.

 

 

  12 -  

 

Article 5
MEETINGS OF NOTEHOLDERS

 

5.1 Meetings of Noteholders

 

The provisions of Article 13 of the Trust Indenture are hereby incorporated by reference herein and restated, mutatis mutandis, with respect to this Guarantee and the Notes and for the benefit of the Guarantor and the Trustee.

 

Article 6
NOTICES

 

6.1 Notices

 

The provisions of Article 14 of the Trust Indenture are hereby incorporated by reference herein and restated, mutatis mutandis, with respect to this Guarantee and the Notes and for the benefit of the parties hereto, except that the address for notice for each of the parties hereto shall be as follows:

 

(i) to the Guarantor:

 

Midas Gold Corp.
890 – 999 West Hastings Street
Vancouver, British Columbia V6C 2W2

 

Attention: Chief Executive Officer
Email: squin@midasgoldcorp.com

 

with a copy (which shall not constitute notice) to:

 

Miller Thomson LLP

400 – 725 Granville Street

Vancouver, British Columbia V7Y 1G5

 

Attention: Lucy H. Schilling
Email: lschilling@millerthomson.com

 

 

  13 -  

 

(ii) to the Issuer:

 

Idaho Gold Resources Company, LLC
Suite 201 - 405 S 8th Street

Boise, ID USA 83702

 

Attention: Secretary
Email: nelson@midasgoldinc.com

 

with a copy (which shall not constitute notice) to:

 

Holland & Hart LLP
800 W. Main Street
Suite 1750
Boise, ID 83702

 

Attention: Nicole Snyder
Email: ncsnyder@hollandhart.com

 

(iii) to the Trustee:

 

Computershare Trust Company of Canada
3rd Floor – 510 Burrard St.
Vancouver, BC V6C 3B9

 

Attention: General Manager, Corporate Trust
Email: corporatetrust.vancouver@computershare.com

 

Article 7
SUPPLEMENTAL INDENTURES

 

7.1 Provisions for Supplemental Indentures for Certain Purposes

 

From time to time the Trustee, the Guarantor and the Issuer may, and they shall when required by this Guarantee, execute, acknowledge and deliver by their proper officers, indentures or instruments supplemental hereto which thereafter shall form part hereof, for any one or more or all of the following purposes:

 

(a) evidencing the succession, or successive succession, of Successors to the Guarantor or the Issuer and the covenants of and obligations assumed by such Successors in accordance with the provisions of Section 3.2;

 

(b) giving effect to any Extraordinary Resolution passed in accordance with Article 5;

 

(c) making such provisions not inconsistent with this Guarantee as may be necessary or desirable with respect to matters or questions arising hereunder and which, in the opinion of the Trustee, relying on the opinion of Counsel acting reasonably, it may be expedient to make, provided that the Trustee shall be of the opinion, relying on the opinion of Counsel, that such provisions and modifications will not be prejudicial to the interests of the Noteholders;

 

 

  14 -  

 

(d) adding to the covenants of the Guarantor herein contained consistent with the provisions hereof for the protection of the Noteholders and/or providing for Events of Default in addition to those herein specified;

 

(e) to ensure or further ensure that the Note Obligations are complied with consistent with the provisions hereof, which it shall have been advised by Counsel are required;

 

(f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to this Guarantee and to add to or change any of the provisions of this Guarantee as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee with the consent of the Trustee, Midas and the Company, acting reasonably; or

 

(g) to supplement any of the provisions of this Guarantee to such extent as shall be necessary to permit or facilitate the termination pursuant to Section 4.1 consistent with the provisions hereof; provided that in the opinion of the Trustee, acting reasonably and relying upon an opinion of Counsel, any such action shall not adversely affect and will not be prejudicial to the interests of the Noteholders in any material respect; or

 

(h) for any other purpose not inconsistent with the terms of this Guarantee, including the correction or rectification of any errors, ambiguities or omissions in this Guarantee, provided that in the opinion of the Trustee, acting reasonably and relying on the opinion of Counsel, such modifications will not be prejudicial to the interests of the Noteholders.

 

Unless the supplemental indenture requires the consent or concurrence of Noteholders pursuant to Section 7.2, the consent or concurrence of Noteholders shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture as noted above. The Trustee may also, without the consent or concurrence of the Noteholders, by supplemental indenture or otherwise, concur with the Guarantor and the Issuer in making any changes or corrections in this Guarantee which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in any deed or indenture supplemental or ancillary hereto, provided that in the opinion of the Trustee, relying on the opinion of Counsel, the rights of the Trustee and of the Noteholders are in no way prejudiced thereby.

 

7.2 Supplemental Guarantees with Consent of Noteholders

 

With the consent of either (i) the Noteholders representing not less than a majority of the aggregate principal amount of all of the then outstanding Notes, or (ii) if a meeting of the Noteholders is called for obtaining such consent, Noteholders representing not less than a majority of the aggregate principal amount of all Notes represented at such meeting and voting in respect of such consent, the Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Guarantee or of modifying in any manner the rights of the Noteholders under this Guarantee; provided, however, that no such supplemental indenture shall, without the consent of the Noteholders representing not less than 66⅔% of the aggregate principal amount of all of the then outstanding Notes or, if a meeting of the Noteholders is called for obtaining such consent, Noteholders representing not less than a majority of the aggregate principal amount of all Notes represented at such meeting and voting in respect of such consent, as the case may be,

 

 

  15 -  

 

(a) reduce the percentage of the aggregate principal amount of the outstanding Notes required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Guarantee or certain defaults applicable hereunder and their consequences provided for in this Guarantee, or reduce the requirements for quorum or voting with respect to the Guarantee, or

 

(b) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Guarantee cannot be modified or waived without the consent of each Holder.

 

7.3 Effect of Supplemental Indentures

 

Upon the execution of any supplemental indenture under this Article 7, this Guarantee shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Guarantee for all purposes.

 

Article 8
CONCERNING THE TRUSTEE

 

8.1 Concerning the Trustee

 

The provisions of Article 15 and Section 9.11 of the Trust Indenture are hereby incorporated by reference herein and restated, mutatis mutandis, with respect to this Guarantee and the Notes and for the benefit of the Guarantor and the Trustee, including, but not limited to, all indemnities and protective clauses for the benefit of the Trustee.

 

8.2 Form of Documents Delivered to Trustee

 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

 

Any certificate or opinion of an officer of the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Guarantor stating that the information with respect to such factual matters is in the possession of the Guarantor, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

 

 

  16 -  

 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Guarantee, they may, but need not, be consolidated and form one instrument.

 

Article 9
MISCELLANEOUS

 

9.1 Counterparts

 

This Guarantee may be executed in any number of counterparts (whether by fax or other electronic means), each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Guarantee.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Guarantee as of the date first written above.

 

 

  MIDAS GOLD CORP.
   
   
  Per:  
    Name: Stephen Quin
    Title: President and Chief Executive Officer

 

 

  IDAHO GOLD RESOURCES COMPANY, LLC
   
   
  Per:  
    Name: Chris Dail
    Title: President

 

 

  COMPUTERSHARE TRUST COMPANY OF CANADA
   
  Per:  
    Name:
    Title:
     
  Per:  
    Name:
    Title:

 

 

Exhibit 99.50

 

EXECUTION VERSION

 

MIDAS GOLD CORP.

 

IDAHO GOLD RESOURCES COMPANY, LLC

 

PAULSON & CO. INC.

 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 

March 17, 2020

 

 

 

 

TABLE OF CONTENTS

 

Section 1 GENERAL 2
   
1.1 Definitions 2
1.2 Recitals and Schedules 6
1.3 Headings 6
1.4 Gender and Number 7
1.5 Currency 7
     
Section 2 INVESTOR APPROVAL RIGHTS 7
   
2.1 General Approval Rights 7
2.2 Approval Request Procedure 8
2.3 No Fee or Other Consideration 8
2.4 Three-Year Budget 8
2.5 Information and Reporting 9
2.6 Confidentiality of Records 9
     
Section 3 COMPOSITION AND BOARD MATTERS 9
   
3.1 Board Composition and Representation 9
3.2 Board Matters 11
3.3 Board Operations 12
     
Section 4 PARTICIPATION RIGHT GRANTED BY THE CORPORATION 13
   
4.1 Exercise of Participation Right 13
4.2 Excluded Securities 15
     
Section 5 REGISTRATION RIGHTS 15
   
5.1 Demand Registration Rights 15
5.2 Piggyback Registrations 17
5.3 Expenses 18
5.4 Other Sales 18
5.5 Future Registration Rights 19
5.6 Preparation; Reasonable Investigation 19
5.7 Underwriting or Agency Agreements 19
     
Section 6 FUTURE FINANCINGS 20
   
6.1 Future Financings 20
     
Section 7 JOINDER 21
   
7.1 Joinder 21
     
Section 8 COVENANTS OF THE INVESTOR 21
   
8.1 Standstill 21
8.2 Notification 22

 

 

  2 -  

 

Section 9 MISCELLANEOUS 22
   
9.1 Governing Law; Specific Performance 22
9.2 Statements as to Factual Matters 22
9.3 Amendments 22
9.4 Successors and Assigns 22
9.5 Entire Agreement 23
9.6 Severability 23
9.7 Delays or Omissions 23
9.8 Notices 23
9.9 Counterparts 25

 

 

 

 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 

THIS AGREEMENT is made as of the 17th day of March 2020.

 

AMONG:

 

MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia

 

(hereinafter referred to as the “Corporation”)

 

– and –

 

IDAHO GOLD RESOURCES COMPANY, LLC, a limited liability company existing under the laws of the State of Idaho

 

(hereinafter referred to as “Idaho Gold”)

 

– and –

 

PAULSON & CO. INC., a corporation existing under the laws of the State of Delaware, on behalf of several investment funds and accounts managed by it

 

(hereinafter referred to as the “Investor”)

 

WHEREAS

 

A. On or about March 17, 2016, the Investor purchased C$34,502,500.13 of 0.05% senior unsecured convertible notes of Idaho Gold (“2016 Notes”) convertible into common shares of the Corporation (“Common Shares”) on a private placement basis (the “2016 Note Offering”);

 

B. The Investor has agreed to purchase and additional C$47,600,000 of 0.05% senior unsecured convertible notes of Idaho Gold (the “2020 Notes” and, together with the 2016 Notes, the “Notes”) effective as of the date hereof (the “2020 Note Offering”); and

 

C. In connection with, inter alia, the closing of each of the 2016 Note Offering and the 2020 Note Offering, the Corporation and Idaho Gold have agreed to grant certain rights to the Investor as set forth herein.

 

 

  2 -  
 

 

NOW THEREFORE, in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree hereto as follows:

 

Section 1
GENERAL

 

1.1 Definitions

 

As used in this Agreement the following terms shall have the following respective meanings:

 

(a) 2016 Note Offering” has the meaning set forth in the recitals hereto;

 

(b) 2020 Note Offering” has the meaning set forth in the recitals hereto;

 

(c) Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, through one or more Persons Controls, or is Controlled by, or is under common Control with, such specified Person;

 

(d) Agreement” means this investor rights agreement among the Corporation, Idaho Gold and the Investor and all schedules hereto, as well as any amendment or modification which might be made or added hereto in writing as permitted by Section 9.3 from time to time;

 

(e) Board” means the board of directors of the Corporation;

 

(f) Board Designee” has the meaning set forth in Section 3.1(b);

 

(g) Business Day” means a day other than a Saturday, Sunday or statutory holiday in the Province of British Columbia;

 

(h) Canadian Securities Authorities” means any of the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada in which the Corporation is a reporting issuer (or analogous status);

 

(i) Canadian Securities Laws” means all applicable Canadian securities laws, the respective regulations, rules and orders made thereunder, and all applicable policies and notices issued by the Canadian Securities Authorities in the applicable jurisdictions in Canada;

 

(j) Chair” has the meaning set forth in Section 3.1(h);

 

(k) Change of Control” means and shall have occurred if, and only if:

 

(i) there is any sale of all or substantially all of Idaho Gold’s or the Corporation’s assets or business to another Person or Persons pursuant to one or a series of transactions;

 

(ii) at any time any Person or Persons acting jointly or in concert directly or indirectly beneficially own in the aggregate more than 50% of the outstanding voting securities of Idaho Gold or the Corporation; or

 

 

  3 -  
 

 

(iii) Idaho Gold or the Corporation completes an acquisition, share exchange, amalgamation, consolidation, merger, arrangement or other business combination and the members of Idaho Gold or the Shareholders immediately prior to the completion of such transaction, as applicable, hold in the aggregate less than 60% of the votes attaching to the equity securities of the resulting or remaining parent company immediately after completion of such transaction.

 

For greater certainty, the term “Person or Persons” as used in this definition of “Change of Control” does not include Subsidiaries of the Corporation or Idaho Gold.

 

(l) Closing Date” means the closing date of the 2016 Note Offering;

 

(m) Common Shares” has the meaning set forth in the recitals hereto;

 

(n) Control”, “Controlled by” and “under common Control with”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;

 

(o) Corporation” has the meaning set forth in the preamble hereto;

 

(p) Demand Registration” has the meaning set forth in Section 5.1;

 

(q) Designated Registrable Securities” has the meaning set forth in Section 5.1;

 

(r) Distribution” means a distribution of Registrable Securities to the public by way of a Prospectus under Canadian Securities Laws in any applicable jurisdictions in Canada;

 

(s) Equity Securities” has the meaning set forth in Section 4.1(a);

 

(t) Excluded Securities” has the meaning set forth in Section 4.2;

 

(u) FNV Royalty Agreement” has the meaning set forth in Section 2.1(e);

 

(v) Fully Diluted Basis” means, with respect to the number of outstanding Common Shares at any time, the number of Common Shares that would be outstanding if all rights to acquire Common Shares were exercised, including (without limitation) all Common Shares issuable upon the conversion of the Notes, and excluding, for the purposes of this calculation, all Common Shares issuable upon the conversion of any options under the Stock Option Plan or any other stock incentive plan;

 

(w) Guarantee Agreement” means the guarantee indenture of even date herewith entered into among the Corporation, Idaho Gold and Computershare Trust Company of Canada pursuant to which, among other things, the Corporation has fully and unconditionally guaranteed the obligations of Idaho Gold under the Notes, including any amendment or supplement thereto;

 

 

  4 -  
 

 

(x) Idaho Gold” has the meaning set forth in the preamble hereto;

 

(y) Investor” has the meaning set forth in the preamble hereto;

 

(z) Investor Diluted Basis” means, with respect to the number of outstanding Common Shares at any time, the number of Common Shares that would be outstanding if all Common Shares issuable upon the conversion of the Notes then held by Investor were issued, and excluding, for the purposes of this calculation, all Common Shares issuable upon the conversion of any Notes not held by Investor and any options under the Stock Option Plan or any other stock incentive plan;

 

(aa) Lead Director” has the meaning set forth in Section 3.1(h);

 

(bb) Losses” has the meaning set forth in Section 5.7(b);

 

(cc) Merger” has the meaning set forth in Section 8.1(b);

 

(dd) MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as amended from time to time, and any successor legislation;

 

(ee) MI 62-104” means Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids, as amended from time to time, and any successor legislation;

 

(ff) Notes” has the meaning set forth in the recitals hereto;

 

(gg) Participation Right” has the meaning set forth in Section 4.1(a);

 

(hh) Participation Right Acceptance Notice” has the meaning set forth in Section 4.1(c);

 

(ii) Participation Right Notice Period” has the meaning set forth in Section 4.1(c);

 

(jj) Participation Right Offer Notice” has the meaning set forth in Section 4.1(b);

 

(kk) Parties” means, collectively, the Corporation, Idaho Gold and the Investor;

 

(ll) Permitted Assign” shall mean any Affiliate of the Investor including, without limitation, any member, partner, shareholder or former member, partner or shareholder of the Investor;

 

(mm) Person” means any individual, corporation or company with or without share capital, partnership, joint venture, association, trust, unincorporated organization, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

 

(nn) Piggyback Registrable Securities” has the meaning set forth in Section 5.2;

 

 

  5 -  
 

 

(oo) Piggyback Registration” has the meaning set forth in Section 5.2;

 

(pp) Process for Prospectus Reviews” means process for prospectus review provided for under National Policy 11-202 – Process for Prospectus Review in Multiple Jurisdictions;

 

(qq) Proposed Offering” has the meaning set forth in Section 4.1(a);

 

(rr) Prospectus” means a preliminary prospectus, an amended preliminary prospectus or a final prospectus of the Corporation in respect of its securities which has been filed with the applicable Canadian Securities Authorities, including all amendments and all supplements thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein;

 

(ss) Receipt” means a final receipt, decision document or similar notice or document issued in respect of a Prospectus by a Canadian Securities Authority in accordance with the Process for Prospectus Reviews;

 

(tt) Register”, “Registered” and “Registration” unless the context requires otherwise, refers to the filing of a Prospectus for the purposes of qualifying Registrable Securities under Canadian Securities Laws for Distribution in each of the provinces and territories of Canada in which the Corporation is a reporting issuer (or analogous status);

 

(uu) Registrable Securities” means:

 

(i) any Common Shares;

 

(ii) any additional securities of the Corporation issued to or held by the Investor; and

 

(iii) any securities of the Corporation issued in exchange for or in replacement of the securities referred to in clauses (i) and (ii) above;

 

(vv) Registration Expenses” means all expenses incurred by the Corporation in connection with a Registration, including (without limitation): (i) all fees, disbursements, expenses and commissions payable to any underwriter for an underwritten offering, agent for an agency offering or their respective counsel; (ii) all fees, disbursements and expenses of counsel and the auditor to the Corporation; (iii) all expenses in connection with the preparation, translation, printing and filing of any Prospectus, and the mailing and delivering of copies thereof; (iv) all qualification or filing fees of any Canadian Securities Authority; (v) all transfer agents’, depositaries’ and registrars’ fees and the fees of any other agent appointed by the Corporation in connection with a Registration; (vi) all fees and expenses payable in connection with the listing of any Registrable Securities on each stock exchange on which the Common Shares are then listed; (vii) all printing, copying, mailing, messenger and delivery expenses; (viii) all expenses reasonably incurred by the Investor in connection with the Registration, including all reasonable fees, disbursements and expenses of the Investor’s counsel, independent public accountants and other advisors; and (ix) all costs and expenses associated with the conduct of any “road show” related to such Registration;

 

 

  6 -  
 

 

(ww) Request” has the meaning set forth in Section 5.1(a);

 

(xx) Securities Act” means the Securities Act (British Columbia) and the rules and regulations promulgated thereunder, as amended from time to time, and any successor legislation;

 

(yy) Shareholders” means the shareholders of the Corporation;

 

(zz) Stibnite Gold Project” means the Stibnite Gold Project of the Corporation, located in the Stibnite-Yellow Pine mining district in central Idaho;

 

(aaa) Stock Option Plan” means the existing stock option plan of the Corporation, last approved by the Shareholders on May 14, 2014;

 

(bbb) Subsidiary” means, with respect to a corporation or limited liability company (the “Parent Corporation”), a corporation or limited liability company that is (a) Controlled by the Parent Corporation, (b) Controlled by one or more corporations or limited liability companies each of which is Controlled by the Parent Corporation, or (c) a Subsidiary of a corporation or limited liability company that is the Parent Corporation’s Subsidiary, and for certainty, with respect to the Corporation, includes Idaho Gold;

 

(ccc) Three-Year Budget” means the three-year budget for the Corporation and its Subsidiaries as agreed to by the Investor and the Corporation prior to the closing of the 2016 Note Offering;

 

(ddd) TSX” means the Toronto Stock Exchange; and

 

(eee) U.S. Securities Act” shall mean the United States Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time, and any successor legislation.

 

1.2 Recitals and Schedules

 

The recitals and following schedules form an integral part of this Agreement:

 

Schedule A – Form of Indemnity Agreement

 

Schedule B – Registration Procedures

 

1.3 Headings

 

The inclusion of headings in this Agreement is for convenience of reference only and shall not affect in any way the construction or interpretation of this Agreement.

 

 

  7 -  
 

 

1.4 Gender and Number

 

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

 

1.5 Currency

 

Except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in the currency of Canada.

 

Section 2
INVESTOR APPROVAL RIGHTS

 

2.1 General Approval Rights

 

As long as the Investor, together with its Affiliates, owns in the aggregate 20% or more of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes) on a Fully Diluted Basis, the Corporation shall not, without the prior written approval of the Investor, acting reasonably:

 

(a) voluntarily delist from any stock exchange where its securities are listed;

 

(b) amend or propose any amendment to the Guarantee Agreement;

 

(c) subordinate the Notes or permit the Notes to be subordinated to any other indebtedness of the Corporation or Idaho Gold;

 

(d) incur, or permit any Subsidiary of the Corporation to incur, any indebtedness or to guarantee any indebtedness, except as set forth below; or

 

(e) incur, or permit any Subsidiary of the Corporation to incur, any lien, claim or security interest on the assets of the Corporation or any Subsidiary of the Corporation, including (without limitation) royalty agreements, streaming agreements or long-term offtake agreements, other than: (i) security interests granted in connection with statutory obligations or otherwise in favour of a public authority; (ii) the 1.7% net smelter returns royalty granted to a Subsidiary of Franco-Nevada Corporation, which is secured by, among other things, a continuing security interest and first priority lien on collateral, evidenced by a mortgage and the recording of a royalty deed and memorandum of royalty agreement in respect of the royalty agreement (the “FNV Royalty Agreement”) dated as of May 7, 2013, as amended, among the Corporation, Midas Washington Gold, Inc., MGI Acquisition Corporation, Idaho Gold (formerly known as Idaho Gold Holding Company), Idaho Gold Resources, LLC, Midas Gold Idaho, Inc. and Franco-Nevada Idaho Corporation; (iii) a Permitted Encumbrance (as such term is defined in the FNV Royalty Agreement on the date hereof); or (iv) the loan contract and security agreement between a Subsidiary of the Corporation and John Deere Construction and Forestry Company for a John Deere Excavator 210GLC.

 

 

  8 -  
 

 

Notwithstanding paragraphs 2.1(d) and 2.1(e) above, the Corporation and its Subsidiaries may incur indebtedness represented by capital lease obligations or purchase money obligations with respect to assets, in each case, for the purpose of financing all or any part of the purchase price of equipment used in the business of the Corporation or its Subsidiaries, which financing shall: (i) not exceed an aggregate of C$2 million in the principal amount; (ii) be non-recourse to the obligor; and (iii) be secured solely by such assets.

 

2.2 Approval Request Procedure

 

In order to obtain the prior approval of the Investor required under Section 2.1, the Corporation shall send to the Investor a notice explaining the action requiring its consent, along with all reasonable documentation and information that is available to the Corporation and that is necessary to make a decision or that is reasonably requested by the Investor. The Investor agrees to use its reasonable commercial efforts to inform the Corporation of its decision regarding the matter within five (5) Business Days after receiving the request and applicable documentation and information unless such request from the Corporation indicates that such consent is required within a shorter period of time, in which case the Investor shall use its commercially reasonable efforts to inform the Corporation of its decision regarding the matter within such shorter period of time.

 

2.3 No Fee or Other Consideration

 

The Investor shall not be entitled to any fee or other consideration for providing its consent to any of the matters described under Section 2.1.

 

2.4 Three-Year Budget

 

(a) The Corporation and the Investor hereby agree that the Three-Year Budget shall become effective immediately following the closing of the 2016 Note Offering.

 

(b) In the event of a material adverse change:

 

(i) in respect of the price of gold, which shall be deemed to have occurred should the price of gold fall below US$1,000 per ounce for more than 30 consecutive trading days; or

 

(ii) in the outlook for the permitting of the Stibnite Gold Project as agreed to by the Corporation and the Investor, each acting reasonably,

 

the Three-Year Budget shall no longer apply and a revised budget for the Corporation and its Subsidiaries shall be prepared by management of the Corporation (a “Revised Budget”) and submitted for approval to the Board in accordance with Section 3.2 within thirty (30) days of the determination that such a material adverse change has occurred in accordance with this Section 2.4(b). At the discretion of the Board, such Revised Budget may suspend or cease the permitting process and related activities and expenditures (provided that the Corporation shall in all cases continue to meet its obligations in respect of property holding costs, environmental/permit compliance, maintaining its listing on the TSX and other statutory obligations).

 

 

  9 -  
 

 

2.5 Information and Reporting

 

As long as the Investor, together with its Affiliates, owns in the aggregate 10% or more of the issued and outstanding Common Shares on a Fully Diluted Basis, the Corporation agrees to furnish the Investor such information regarding the operations, business, affairs and financial condition of the Corporation as the Investor may, from time to time, reasonably request, subject to confidentially obligations existing between the Corporation and the Investor from time to time and obligations and restrictions under Canadian Securities Laws and applicable United States securities laws.

 

2.6 Confidentiality of Records

 

The Investor agrees to use, and to use its commercially reasonable efforts to ensure that its authorized representatives use, the same degree of care as the Investor uses to protect its own confidential information to keep confidential any information regarding the operations, business, affairs and financial condition of the Corporation as furnished by the Corporation to the Investor which the Corporation identifies as being confidential (so long as such information is not in the public domain), except that the Investor may disclose such confidential information (i) to any Affiliate of the Investor for the purpose of evaluating its investment in the Corporation as long as such Affiliate is advised of the confidential nature of such information and agrees to keep such information confidential, (ii) if requested or compelled by law, regulatory authority or other applicable judicial or governmental order, depositions, interrogatories, requests for information or documents in legal or administrative proceedings, or subpoena, civil investigative demand or other similar process (“Legally Required”), to the extent Legally Required. The foregoing obligations shall not apply to the Investor with respect to information that (i) is or becomes generally available to the public on a non-confidential basis through no breach by the Investor or its representatives of this Section 2.6, (ii) becomes available to Investor on a non-confidential basis from a source other than the Company or its representatives if such source was not known by the Investor to be bound by a confidentiality agreement with, or other legal obligation of secrecy to, the Company, (iii) is already in the possession of the Investor prior to the time of disclosure by the Company or its representatives, (iv) is independently developed by the Investor or its representatives without use or reliance on the information described in the preceding sentence, or (v) is permitted in writing by the Company or its representatives to be disclosed to third parties on a non-confidential basis. Nothing herein shall restrict the Investor from trading in securities of other issuers or of the Company except as required or permitted by applicable law.

 

Section 3
COMPOSITION AND BOARD MATTERS

 

3.1 Board Composition and Representation

 

(a) The Corporation and the Investor acknowledge and agree that the Board currently consists of eight (8) directors.

 

 

  10 -  
 

 

(b) The Investor shall be entitled to designate nominees for election or appointment to the Board (each, a “Board Designee”) as follows:

 

(i) as long as the Investor, together with its Affiliates, owns in the aggregate 10% or more of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes) on a Fully Diluted Basis, one (1) Board Designee; and

 

(ii) as long as the Investor, together with its Affiliates, owns in the aggregate 20% or more of the issued and outstanding Common Shares on a Fully Diluted Basis, two (2) Board Designees.

 

(c) The Corporation shall in respect of every meeting of Shareholders at which the election of directors to the Board is considered, and at every reconvened meeting following an adjournment or postponement thereof, nominate for election to the Board the Board Designee(s), and shall use its commercially reasonable efforts to obtain Shareholder approval for the election of the Board Designee(s) at such meeting (including (without limitation) by soliciting proxies in favour of the Board Designee(s)) and to that end, (i) the Corporation shall support the Board Designee(s) for election in a manner no less rigorous or favourable than the manner in which the Corporation supports all of its other nominees, and (ii) use commercially reasonable efforts to cause management of the Corporation to vote their Common Shares, and the Common Shares in respect of which management is granted a discretionary proxy, in favour of the election of the Board Designee(s) at such meeting.

 

(d) In the event that a Board Designee is not elected to the Board at a meeting of Shareholders or a Board Designee resigns as a director or otherwise refuses to or is unable to serve as a director for any reason, including as a result of death or disability, the Investor shall be entitled to designate a replacement director and the Corporation agrees to appoint, subject to applicable laws and TSX requirements, such person to the Board to serve as a Board Designee until the next meeting of Shareholders at which the election of directors to the Board is considered.

 

(e) As long as the Investor, together with its Affiliates, owns in the aggregate 10% or more of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes) on a Fully Diluted Basis, the Investor shall be entitled to designate one Board Designee to any special committee formed by the Corporation to consider a material transaction provided that the Board Designee is not in a conflict of interest in relation to such transaction, as determined by the Board, acting reasonably.

 

(f) Any employee of the Investor who serves as a Board Designee shall not be entitled to any salary or compensation from the Corporation for his or her service as a director of the Corporation. Notwithstanding the foregoing, each Board Designee shall be entitled to the benefit of customary director’s and officer’s liability insurance and a contractual indemnity agreement with the Corporation in substantially the form attached hereto as Schedule A. All directors and officers (including existing directors and officers) of the Corporation shall be entitled to the same director’s and officer’s liability insurance and the same form of contractual indemnity agreement with Corporation as the Board Designees.

 

 

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(g) The Investor shall advise the Corporation of the identity of any Board Designee at least ten (10) Business Days prior to the date on which proxy solicitation materials are to be mailed (as advised by the Corporation to the Investor) for purposes of any meeting of Shareholders at which the election of directors to the Board is to be considered. If the Investor does not advise the Corporation of the identity of any such Board Designee prior to such deadline, then the Investor shall be deemed to have nominated its incumbent nominee(s). The Corporation shall advise the Investor of the mailing date of any such proxy solicitation materials at least twenty (20) Business Days prior to such date.

 

(h) As long as at least one (1) Board Designee remains on the Board pursuant to this Section 3.1, the Investor shall have the right to designate its Board Designee (or one of its Board Designees), as the chair of the Board (the “Chair”). Notwithstanding any other provision herein, the Investor acknowledges that the Corporation (being the members of the Board who are not Board Designees) will designate a lead director of the Board (the “Lead Director”) who will be an independent director. The roles and responsibilities of the Chair and the Lead Director shall be delineated in the position descriptions for such positions adopted by the Board and as may be amended by the Board from time to time, provided that the descriptions of such positions and any amendments thereto will be subject to the approval of the Investor, acting reasonably.

 

3.2 Board Matters

 

The matters set out below shall require the approval of at least seven (7) of the eight (8) directors of the Corporation or, if less than eight (8) directors are entitled to vote on a matter the unanimous approval of the directors voting on the matter, in each case subject to the fiduciary duties of the directors:

 

(a) any sale or other disposition, in one or more related transactions, by the Corporation of all or substantially all of its assets;

 

(b) entering into any joint venture involving an interest in the Stibnite Gold Project;

 

(c) entering into any transaction, or series of related transactions, effecting a merger, amalgamation, arrangement, consolidation, business combination or any transaction that constitutes a Change of Control;

 

(d) entering into any transaction, or series of related transactions, with a related party (as defined in MI 61-101) having an aggregate value in excess of US$1 million;

 

(e) amendments to the notice of articles or articles of the Corporation;

 

(f) changes to the size of the Board;

 

 

  12 -  
 

 

(g) equity financings of the Corporation provided that only the approval of a simple majority of the Board shall be required for an equity financing if:

 

(i) (A) the Corporation has less than six (6) months working capital at the time of the equity financing; (B) the equity financing involves the issuance of Common Shares representing less than 5% of the Corporation's issued and outstanding Common Shares on a Fully-Diluted Basis at the time of the equity financing; and (C) the Common Shares to be issued under the equity financing are priced at a discount of no more than 5% to the volume weighted average trading price of the Common Shares on the TSX for the five (5) consecutive trading days ending on the trading day immediately preceding the date on which the financing is publicly announced; or

 

(ii) such equity financing or issuance of Common Shares or Equity Securities is made pursuant to the investor rights agreement dated as of May 16, 2018 between the Corporation and Barrick Gold Corporation;

 

(h) the annual budget for the Corporation and its Subsidiaries for each of the 2020 and 2021 calendar years (the “2020 and 2021 Budgets”);

 

(i) any reallocation of expenditures in the Three-Year Budget, any Revised Budget, or the 2020 and 2021 Budgets, as applicable, aggregating more than US$1 million in a calendar year between the five major expenditure categories of the Three-Year Budget, Revised Budget, or the 2020 and 2021 Budgets, as applicable;

 

(j) any expenditure not provided for in the Three-Year Budget, any Revised Budget, or the 2020 and 2021 Budgets, as applicable; and

 

(k) any Revised Budget.

 

3.3 Board Operations

 

The Corporation agrees and undertakes that, so long as the Investor, together with its Affiliates, owns in the aggregate 10% or more of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes) on a Fully Diluted Basis:

 

(a) all notices of Board meetings shall be delivered by hand or transmitted by facsimile or e-mail at least five (5) Business Days prior to the date of the Board meeting. However, emergency Board meetings may be called by the Chair or Lead Director in the case of a situation involving matters upon which prompt action is deemed necessary by giving notice at least two (2) Business Days prior to the date of such Board meeting (unless less notice is required in the circumstances). All notices of Board meetings shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting;

 

(b) each director who is not an officer or employee of the Corporation shall be reimbursed by the Corporation for the reasonable travel and other expenses incurred by him to attend Board meetings in accordance with the Corporation’s director travel expenses policy; and

 

 

  13 -  
 

 

(c) any director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting.

 

Section 4
PARTICIPATION RIGHT GRANTED BY THE CORPORATION

 

4.1 Exercise of Participation Right

 

(a) So long as the Investor, together with its Affiliates, owns in the aggregate at least 10% of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes owned by the Investor or its Affiliates) on an Investor Diluted Basis, the Investor shall have a right (the “Participation Right”) to subscribe for its pro rata share (as defined below) of any debt or Equity Securities (as defined below) that the Corporation may, from time to time, sell and issue after the Closing Date whether pursuant to a public offering, private placement or otherwise (each, a “Proposed Offering”), other than Excluded Securities (as such term is later defined), subject to any TSX or other stock exchange requirements as may be applicable. For purposes of this Section 4.1(a), the Investor’s pro rata share of any debt or Equity Securities is equal to the ratio of (i) the number of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes owned by the Investor or its Affiliates) on an Investor Diluted Basis which the Investor is deemed to be a holder of immediately prior to the issuance of such Equity Securities under the Proposed Offering to (ii) the total number of then issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes owned by the Investor or its Affiliates) on an Investor Diluted Basis. The term “Equity Securities” shall mean: (A) any Common Shares, preferred shares or other equity security of the Corporation; (B) any security convertible or exchangeable, with or without consideration, into any Common Shares, preferred shares or other equity security (including any option to purchase such a convertible security and the Notes); (C) any security carrying any warrant or right to subscribe to or purchase any Common Shares, preferred shares or other equity security; or (D) any such warrant or right. In the event that such a Participation Right shall be subject to Shareholder approval, the Corporation shall use its commercially reasonable efforts to cause the approval of such Participation Right at a meeting convened as soon as practicable (and in any event such meeting shall be convened within sixty (60) days after the date the Corporation is advised that it will require Shareholder approval) in order to allow the Investor to exercise its Participation Right. At such meeting, the Corporation shall solicit proxies from the Shareholders to obtain such approval.

 

(b) The Corporation shall send a written notice to the Investor (the “Participation Right Offer Notice”) of any Proposed Offering specifying: (i) the number and type of debt or Equity Securities to be issued under the Proposed Offering; (ii) the price per debt or Equity Security to be issued under the Proposed Offering; (iii) the expected use of proceeds and closing date of the Proposed Offering; (iv) the total number of the then issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes owned by the Investor or its Affiliates) on an Investor Diluted Basis (which shall include any securities to be issued to persons having similar participation rights); and (v) all of the other terms and conditions of the Proposed Offering.

 

 

  14 -  
 

 

(c) The Investor shall have a period of five (5) Business Days from the date of the Participation Right Offer Notice (the “Participation Right Notice Period”) to notify the Corporation in writing (the “Participation Right Acceptance Notice”) of the exercise of its Participation Right. Such Participation Right Acceptance Notice shall specify (i) the number of debt or Equity Securities the Investor wishes to acquire under the Proposed Offering, which may be fewer than the Investor’s full pro rata share as calculated pursuant to Section 4.1(a), and (ii) the number of Common Shares issued and outstanding the Investor is deemed to be a holder of immediately prior to the issuance of such debt or Equity Securities to the Investor under the Proposed Offering. If the Investor fails to deliver a Participation Right Acceptance Notice within the Participation Right Notice Period, then any right of the Investor to subscribe for any of the debt or Equity Securities is extinguished. If the Investor gives a Participation Right Acceptance Notice, the sale of the debt or Equity Securities to the Investor shall be completed within thirty (30) Business Days of the expiry of the Participation Right Notice Period or such shorter period required by the TSX or other applicable stock exchange.

 

(d) If the Corporation has not issued the debt or Equity Securities under a Proposed Offering within ninety (90) Business Days of the expiry of the Participation Right Notice Period, the Corporation shall not thereafter proceed with such Proposed Offering without providing the Investor with another opportunity to exercise its Participation Right.

 

(e) Notwithstanding the foregoing, if any Proposed Offering to which this paragraph 4.1 applies is to be conducted on a "bought deal" basis, then all of the periods for response herein shall be reduced to being "as soon as reasonably practicable and without undue delay" by the Investor acting reasonably and in good faith, having regard to the specific circumstances surrounding such bought deal Proposed Offering and so as not to jeopardize the Corporation's ability to complete such transaction.

 

(f) The Investor acknowledges the anti-dilution rights that Teck Resources Limited (“Teck”) holds pursuant to the share subscription agreement dated July 2, 2013 between the Corporation and Teck that may affect the operation of the Participation Right.

 

(g) The Investor acknowledges and agrees that the rights of the Investor under this Section 4, including, without limitation, the Participation Right, shall not apply to the issuance by the Corporation of any securities pursuant to the anti-dilution rights contained in Section 4.3 of the investor rights agreement dated May 16, 2018 between the Corporation and Barrick Gold Corporation.

 

 

  15 -  
 

 

(h) Each of the Investor and the Corporation acknowledges and agrees that if, in connection with any Proposed Offering, the anti-dilution rights of any of the Investor, Teck or Barrick Gold Corporation are engaged: (i) the Corporation will be entitled to comply with its obligations in respect of such rights in a coordinated manner as part of such Proposed Offering so as to ensure that the exercise of any such rights do not trigger or give rise to any further or consequential pre-emptive rights (“Consequential Rights”) of any of the Investor, Teck or Barrick Gold Corporation; and (ii) if any Consequential Rights should arise despite the Corporation’s compliance with the foregoing, the Investor shall not seek to exercise or enforce any such Consequential Rights.

 

4.2 Excluded Securities

 

The Participation Right shall have no application to any of the following securities of the Corporation (the “Excluded Securities”):

 

(a) Common Shares issuable under the Stock Option Plan or pursuant to stock option plans or other similar employee equity incentive plans;

 

(b) Common Shares issued upon the exercise or conversion of any securities that were issued by the Corporation on or prior to the Closing Date or pursuant to the terms of agreements entered into by the Corporation on or prior to the Closing Date;

 

(c) any Equity Securities issued for consideration other than cash pursuant to a merger, amalgamation, arrangement, consolidation or similar business combination approved by the Board in accordance with Section Error! Reference source not found.; and

 

(d) Common Shares issued in connection with any stock split, stock dividend or recapitalization by the Corporation.

 

Section 5
REGISTRATION RIGHTS

 

5.1 Demand Registration Rights

 

(a) At any time the Investor may, provided that the Investor, together with its Affiliates, continues to hold at least 20% of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes) on a Fully Diluted Basis, require the Corporation to file a Prospectus and take such other steps as may be necessary to facilitate a Distribution in Canada of all or any portion of the Registrable Securities held by the Investor (the “Demand Registration”). Any such request shall be made by a notice in writing (a “Request”) to the Corporation and shall specify the number and the class or classes of Registrable Securities to be sold (the “Designated Registrable Securities”) by the Investor, the intended method of disposition, whether such offer and sale shall be made by an underwritten public offering and the jurisdiction(s) in which the filing is to be effected. The Corporation shall, subject to applicable Canadian Securities Laws, use its commercially reasonable efforts to file one or more Prospectuses in compliance with applicable Canadian Securities Laws, in order to permit the Distribution in Canada of all of the Designated Registrable Securities of the Investor specified in a Request. The Parties shall cooperate in a timely manner in connection with such Distribution and the procedures in Schedule B shall apply.

 

 

  16 -  
 

 

(b) The Corporation shall not be obliged to effect:

 

(i) more than two Demand Registrations in any fiscal year of the Corporation provided that for purposes of this Section 5.1, a Demand Registration shall not be considered as having been effected until a Receipt has been issued by the Canadian Securities Authorities for the Prospectus pursuant to which the Designated Registrable Securities are to be sold. Notwithstanding anything to the contrary contained herein, a Demand Registration shall not be deemed to have been effected (and such Demand Registration shall not count as a Demand Registration) unless the Investor shall have sold at least 75% of the Designated Registrable Securities sought to be included in such Demand Registration;

 

(ii) a Demand Registration in the event that the Corporation has received a prior request for a demand registration from another Shareholder that has not been rejected by the Corporation and which offering has not yet closed, provided that this Section 5.1(b)(ii) may only be relied on by the Corporation for a period of 90 days after receipt of the prior demand registration;

 

(iii) a Demand Registration in the event the Corporation determines in its good faith judgment, after consultation with the Investor and its financial advisors, that (i) either (A) the effect of the filing of a Prospectus would have a material adverse effect on the Corporation because such action would materially interfere with a material acquisition, corporation reorganization or similar material transaction involving the Corporation; or (B) there exists at the time material non-public information relating to the Corporation the disclosure of which would be materially adverse to the Corporation, and (ii) that it is therefore in the best interests of the Corporation to defer the filing of a Prospectus at such time, in which case the Corporation’s obligations under this Section 5.1 will be deferred for a period of not more than ninety (90) days from the date of receipt of the Request of the Investor; or

 

(iv) an underwritten Demand Registration in respect of a number of Registrable Securities that is expected to result in gross sale proceeds of less than US$10 million.

 

(c) In the case of an underwritten public offering of Registrable Securities initiated pursuant to this Section 5.1, the Investor shall have the right to select the managing underwriter(s) or managing agent(s) and the counsel retained which will perform such offering, provided, however, that the Investor’s selection will be subject to the approval of the Corporation, such approval not to be unreasonable withheld or delayed.

 

 

  17 -  
 

 

(d) If at any time the Investor requests a Demand Registration, the Corporation shall have the right, within forty-eight (48) hours (except in the case of a “bought deal” in which case the Corporation shall have only twenty-four (24) hours) of receipt of such request, to notify the Investor of its intention to register for distribution to the public under such Prospectus an offering of Common Shares from treasury. The Investor shall use all commercially reasonable efforts to include in the proposed distribution such number of Common Shares as the Corporation shall request, upon the same terms (including the method of distribution) as such Demand Registration; provided that the Investor shall not be required to include any such Common Shares in any such Demand Registration if the Investor is advised by its lead underwriter or lead agent for the offering that in their good faith opinion the inclusion of such securities may materially and adversely affect the price or success of the offering or otherwise limit the number of shares able to be sold by the Investor in connection with such offering and/or securities of the Corporation owned by a Shareholder with piggyback registration rights.

 

5.2 Piggyback Registrations

 

Each time the Corporation elects to proceed with the preparation and filing of a Prospectus under any Securities Laws in connection with a proposed Distribution of any of its securities, whether by the Corporation or any of its security holders, the Corporation shall give written notice thereof to the Investor as soon as practicable. In such event, the Investor shall be entitled, by notice in writing given to the Corporation within ten (10) days (except in the case of a “bought deal” in which case the Investor shall have only twenty-four (24) hours) after the receipt of any such notice by the Investor, to require that the Corporation cause any or all of the Registrable Securities (the “Piggyback Registrable Securities”) held by the Investor to be included in such Prospectus (such qualification being hereinafter referred to as a “Piggy Registration”). Notwithstanding the foregoing:

 

(a) in the event the lead underwriter or lead agent for the offering advises the Corporation, the Investor and any other Shareholder participating in the offering that in its good faith opinion, the inclusion of such Piggyback Registrable Securities may materially and adversely affect the price or success of the offering, the Corporation shall include in such Registration, in the following priority: (i) first, such number of securities proposed to be sold by the Corporation, if it initiated the offering, or such number of securities proposed to be sold by a Shareholder exercising demand registration rights, as applicable; (ii) second, such number of Piggyback Registrable Securities requested by the Investor to be included in such Registration; and (iii) third, such number of securities proposed to be sold by the Corporation, if it did not initiate the offering, or a Shareholder exercising piggyback registration rights, in each case to the extent that such lead underwriter or lead agent reasonably believes such securities may be included in the offering without materially and adversely affecting the price or success of the offering;

 

 

  18 -  
 

 

(b) the Corporation may at any time, and without the consent of the Investor, abandon the proposed offering in which the Investor has requested to participate provided that the Corporation will pay all Registration Expenses in connection with such abandoned offering;

 

(c) The Investor shall have the right to withdraw its request for inclusion of its Piggyback Registrable Securities in any Prospectus pursuant to this Section 5.2 without incurring any liability to the Corporation or any other Person by giving written notice to the Corporation of its request to withdraw; provided, however, that:

 

(i) such request must be made in writing five (5) Business Days prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such offering; and

 

(ii) such withdrawal will be irrevocable and, after making such withdrawal, the Investor will no longer have any right to include its Piggyback Registrable Securities in the offering pertaining to which such withdrawal was made.

 

5.3 Expenses

 

Subject to Section 5.2(b), all Registration Expenses incident to the performance of or compliance with this Section 5 by the Parties shall be borne by the Corporation, other than the following Registration Expenses, which shall be borne by the Investor:

 

(a) any and all commissions payable to any underwriter for an underwritten offering or agent for an agency offering that are attributable to the Registrable Securities to be sold by the Investor pursuant to any Demand Registration or Piggyback Registration;

 

(b) in the case of a Demand Registration, the Investor’s pro rata share of the Registration Expenses attributable to the offering based on the number of Registrable Securities to be sold by the Investor pursuant to such Demand Registration; and

 

(c) in the case of a Piggyback Registration, any and all fees, disbursements and expenses of legal counsel or other advisors retained by the Investor in connection with such Piggy Back Registration.

 

5.4 Other Sales

 

After receipt by the Corporation of a Request, the Corporation shall not, without the prior written consent of the Investor, authorize, issue or sell any Common Shares or Equity Securities in any jurisdiction or agree to do so or publically announce any intention to do so (except for securities issued pursuant to any legal obligations in effect on the date of the Request or pursuant to any stock option plan or equity incentive plan) until the date which is ninety (90) days after the later of (a) the date on which a Receipt is issued for the Prospectus filed in connection with such Demand Registration, and (b) the completion of the offering contemplated by the Demand Registration.

 

 

  19 -  
 

 

5.5 Future Registration Rights

 

The Corporation shall not grant registration rights without the prior written consent of the Investor unless the granting of such registration rights does not limit, in any material respect, the registration rights granted to the Investor pursuant to this Agreement and such registration rights are not materially more favorable to the grantee than the registration rights granted to the Investor.

 

5.6 Preparation; Reasonable Investigation

 

In connection with the preparation and filing of any Prospectus as herein contemplated, the Corporation shall give the Investor, its underwriters for an underwritten offering or agents for an agency offering, and their respective counsel, auditors and other representatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, furnished to the Corporation in writing, which in the reasonable judgment of the Investor and its counsel should be included. The Corporation shall give the Investor and the underwriters or agents such reasonable and customary access to the books and records of the Corporation and its subsidiaries and such reasonable and customary opportunities to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Investor, such underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor and its underwriters or agents in the conduct of all reasonable and customary due diligence which the Investor, such underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing a due diligence defence as contemplated by the Securities Laws and in order to enable such underwriters or agents to execute the certificate required to be executed by them for inclusion in each such document.

 

5.7 Underwriting or Agency Agreements

 

(a) If requested by the underwriters for any underwritten offering or by the agents for any agency offering by the Investor pursuant to the exercise of a Demand Registration or Piggyback Registration, the Corporation will enter into an underwriting agreement with such underwriters or agency agreement with such agents for such offering, such agreement to be satisfactory in substance and form to each of the Investor and the Corporation and the underwriters or agents, each acting reasonably, and to contain such representations and warranties by the Corporation and such other terms as are generally prevailing in agreements of these types. The Investor shall be a party to such underwriting agreement or agency agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Corporation to and for the benefit of such underwriters or agents shall also be made to and for the benefit of the Investor and that any or all of the conditions precedent to the obligations of such underwriters or agents under such underwriting agreement or agency agreement be conditions precedent to the obligations of the Investor. The Investor shall not be required to make any representations or warranties to or agreements with the Corporation or the underwriters’ or agents’ other than representations, warranties or agreements regarding the Investor and the Corporation’s intended method of distribution and any other representation required by law or as are generally prevailing in such underwriting or agency agreements for secondary offerings, as the case may be.

 

 

  20 -  
 

 

(b) The underwriting agreement or agency agreement, as applicable, referred to in Section 5.7(a) will contain customary terms, including an indemnity whereby in the event of the filing of a Prospectus, the Corporation will indemnify and hold harmless the Investor and each underwriter or agent involved in the distribution of Registerable Securities thereunder, and each of its directors, officers, employees and agents against any losses, claims, damages or liabilities (including reasonable counsels’ fees) (“Losses”), joint or several, to which the Investor, or such underwriter or agent or controlling Person or any of their directors, officers, employees or agents may become subject, insofar as such Losses, (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Prospectus, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that the Corporation will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Investor, such underwriter or agent or such controlling Person.

 

(c) The Investor will indemnify and hold harmless the Corporation, its directors, officers, employees and agents to the same extent as the indemnity referred to in Section 5.7(b) above from the Corporation to the Investor, but only with respect to information regarding the Investor furnished in writing by or on behalf of the Investor expressly for inclusion in any Prospectus. Notwithstanding anything to the contrary contained herein, the Investor’s obligations under the indemnity set out in this Section 5.7(c) shall be limited to a maximum aggregate amount equal to the net proceeds of the offering received by the Investor pursuant to such offering.

 

(d) If reasonably requested by the underwriters or agents in connection with any underwritten offering or agency offering made pursuant to the exercise of a Demand Registration or Piggyback Registration, the Corporation shall cooperate with all reasonable requests made by the lead underwriter of such underwritten offering or lead agent of such agency offering respecting the attendance of the Corporation at road shows and participation of the Corporation in any efforts relating to the distribution and sale of the Designated Registrable Securities and Piggyback Registrable Securities, as the case may be.

 

Section 6
FUTURE FINANCINGS

 

6.1 Future Financings

 

So long as the Investor, together with its Affiliates, owns in the aggregate 10% or more of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes owned by the Investor or its Affiliates) on an Investor Diluted Basis, the Investor shall have the right of first opportunity to provide any equity financing required by the Corporation. If the Corporation determines to undertake an equity financing, it shall forthwith provide the Investor with written notice of such financing, including details of the amount to be raised and the class of securities to be sold. Upon receipt of such written notification, the Investor shall have a period of ten (10) Business Days to provide a written financing proposal to the Corporation, which the Corporation shall be free to accept or reject. If the Corporation does not accept a proposal made by the Investor for the equity financing, the Corporation shall have a period of sixty (60) days from the date that the Investor presents its proposal for the equity financing to the Corporation to obtain the required equity financing from another source provided that the terms of such equity financing must be on terms materially more favourable to the Corporation, in the reasonable determination of the Board, than those offered by the Investor. In the event that the Corporation does not complete an equity financing with another source in accordance with this Section 6.1 within such sixty (60)-day period, the provisions of this Section 6.1 shall again apply to any equity financing proposed by the Corporation. The Investor acknowledges the anti-dilution rights that Teck holds pursuant to the share subscription agreement dated July 2, 2013 between the Corporation and Teck that may affect the operation of this provision.

 

 

  21 -  
 

 

Section 7
JOINDER

 

7.1 Joinder

 

Idaho Gold hereby acknowledges the terms of this Agreement and agrees and undertakes to conduct its business and affairs in a manner consistent with, and so as to give effect to, all of the terms and conditions of this Agreement.

 

Section 8
COVENANTS OF THE INVESTOR

 

8.1 Standstill

 

The Investor agrees that, following the closing of the 2016 Note Offering, it shall not acquire Common Shares that will cause the Investor’s aggregate holdings of Common Shares at any particular time to exceed 49.9% of the then-issued and outstanding Common Shares. The provisions of this Section 8.1 shall cease to apply in the event:

 

(a) any third party which is at arm’s length to the Investor announces a bona fide intention to make or makes a take-over bid (as defined in MI 62-104), which take-over bid is not exempt from the requirements of Part 2 of MI 62-104; or

 

(b) the Corporation proposes to carry out any amalgamation, merger, arrangement, corporate reorganization or business combination or any sale of all or substantially all of its assets or any similar or analogous transaction (a “Merger”) under which the Shareholders will, upon completion of the Merger, hold less than 51% of the shares of the entity resulting from such Merger.

 

 

  22 -  
 

 

8.2 Notification

 

So long as the Investor, together with its Affiliates, owns in the aggregate 10% or more of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes) on a Fully Diluted Basis, the Investor agrees to use its commercially reasonable efforts, subject to obligations under applicable Canadian Securities Laws, to notify the Corporation at least twenty-four (24) hours in advance of any public disclosure of changes in its holdings of securities of the Corporation.

 

Section 9
MISCELLANEOUS

 

9.1 Governing Law; Specific Performance

 

This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws applicable therein. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order, without bond. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

 

9.2 Statements as to Factual Matters

 

All statements as to factual matters contained in the recitals, any certificate or other instrument delivered pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties under this Agreement.

 

9.3 Amendments

 

No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and executed by all Parties hereto.

 

9.4 Successors and Assigns

 

The rights provided by this Agreement may only be assigned, in whole or in part, by the Investor to a Permitted Assign without the prior approval of the other Parties. Upon such assignment, the Permitted Assign shall be treated as the Investor for all purposes under this Agreement, except that any entitlements to notice and any entitlements to furnished documentation pursuant to this Agreement shall be satisfied by the Corporation through delivery to the transferring Investor on behalf of the Permitted Assign. Except as otherwise expressly provided, the provisions prescribed herein shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties and Permitted Assigns hereto.

 

 

  23 -  
 

 

9.5 Entire Agreement

 

This Agreement and the other agreements and documents delivered pursuant hereto and thereto constitute the full and entire understanding and agreement between the Parties with regard to the subject hereof and supersedes the investor rights agreement dated March 17, 2016, as amended May 9, 2018, among the Parties. No Party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

 

9.6 Severability

 

In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 

9.7 Delays or Omissions

 

It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any holder, upon any breach, default or noncompliance of any Party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any Party’s part of any breach, default or noncompliance under the Agreement or any waiver on such Party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to holders, shall be cumulative and not alternative.

 

9.8 Notices

 

Any notice under this Agreement shall be given in writing and either delivered, sent by electronic means (including email) or mailed by prepaid registered post to the Party to receive such notice at the address, facsimile number or email address indicated below:

 

(a) to the Corporation at:

 

Midas Gold Corp.
890 – 999 West Hastings Street
Vancouver, British Columbia V6C 2W2

 

Attention: Chief Executive Officer
Email: squin@midasgoldcorp.com

 

with a copy (which shall not constitute notice) to:

 

Miller Thomson LLP
400 – 725 Granville Street
Vancouver, British Columbia V7Y 1G5

 

Attention: Lucy H. Schilling
Email: lschilling@millerthomson.com

 

 

  24 -  
 

 

(b) to Idaho Gold at:

 

Idaho Gold Resources Company, LLC
Suite 201 - 405 S 8th Street
Boise, ID USA 83702

 

Attention: Corporate Secretary
Email: nelson@midasgoldinc.com

 

with a copy (which shall not constitute notice)to:

 

Holland & Hart LLP
Suite 1750, 800 W. Main Street
Boise, ID 83702

 

Attention: Nicole Snyder
Email: ncsnyder@hollandhart.com

 

(c) to the Investor at:

 

Paulson & Co. Inc.
1133 Avenue of the Americas, 33rd Floor
New York, New York 10036

 

Attention: Marcelo Kim
Email: marcelo.kim@paulsonco.com

 

with a copy (which shall not constitute notice) to:

 

Goodmans LLP
333 Bay Street, Suite 3400
Toronto, Ontario, M5H 2S7

 

Attention: Bill Gorman
Email: BGorman@goodmans.ca

 

or such other address, facsimile number or email address as such Party may hereafter designate by notice in writing to the other Parties. If a notice is delivered, it shall be effective from the date of delivery; if such notice is sent by electronic means during normal business hours of the addressee, it shall be effective on the Business Day such notice is sent and, if not sent during normal business hours of the addressee, then on the Business Day following the date such notice is sent; and if such notice is sent by mail, it shall be effective seven (7) Business Days following the date of mailing, excluding all days when normal mail service is interrupted.

 

 

  25 -  
 

 

9.9 Counterparts

 

This Agreement may be executed in any number of counterparts (whether by fax or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement as of the date set forth above.

 

 

  MIDAS GOLD CORP.
   
   
  Per:  
    Name: Stephen Quin
    Title: President and Chief Executive Officer

 

 

  IDAHO GOLD RESOURCES COMPANY, LLC
   
  Per:  
    Name: Chris Dail
    Title: President

 

 

  PAULSON & CO. INC.
   
   
  Per:  
    Name: Stuart Merzer
    Title: Authorized Signatory

 

 

 

 

Schedule A
FORM OF INDEMNITY AGREEMENT

 

INDEMNITY AGREEMENT

 

THIS AGREEMENT is made as of , 20.

 

BETWEEN:

 

MIDAS GOLD CORP., a corporation governed by the laws of the Province of British Columbia
(the “Corporation”)

 

- and -

 

, an individual resident in
(the “Indemnified Party”)

 

RECITALS:

 

A. The Indemnified Party is or has been duly elected or appointed as a director and/or officer of the Corporation or, at the request of the Corporation, a duly elected or appointed director and/or officer of an Other Entity (as defined below).

 

B. The Corporation considers it desirable and in the best interests of the Corporation to enter into this Agreement to set out the circumstances and manner in which the Indemnified Party may be indemnified in respect of certain liabilities or expenses which the Indemnified Party may incur as a result of acting as a director and/or officer of the Corporation or Other Entity.

 

C. In order to induce the Indemnified Party to serve and to continue to so serve as a director and/or officer of the Corporation or Other Entity, the Corporation has agreed to provide the indemnity in this Agreement.

 

D. The Articles of the Corporation contemplate that the Indemnified Party may be indemnified in certain circumstances.

 

 

- 2 -

 

NOW THEREFORE in consideration of the Indemnified Party acting or continuing to act as a director and/or officer of the Corporation or Other Entity, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

Article 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION

 

1.1 Definitions

 

Whenever used in this Agreement, the following words and terms shall have the meanings set out below:

 

(a) Act” means the Business Corporations Act (British Columbia), as the same exists on the date of this Agreement or may hereafter be amended.

 

(b) Agreement” means this agreement, including all schedules, and all amendments or restatements as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement.

 

(c) Articles” means the articles of the Corporation, including any amendments or alterations thereto.

 

(d) Business Day” means any day, other than a Saturday or Sunday, on which commercial banks in Vancouver, British Columbia are open for commercial banking business during normal banking hours.

 

(e) Claim” includes any civil, criminal, administrative, investigative, demand, inquiry, hearing, discovery or other proceeding of any nature or kind (including arbitrations and mediations) in which the Indemnified Party is involved (excluding claims brought by the Indemnified Party) by reason of the Indemnified Party being or having been a director and/or officer of the Corporation or Other Entity whether threatened, anticipated, pending, commenced, continuing or completed, and any appeal thereof, as well as any other circumstances or situation in respect of which an Indemnified Party reasonably requires legal advice or representation concerning actual, possible or anticipated Losses by reason of the Indemnified Party being or having been a director and/or officer of the Corporation or Other Entity.

 

(f) Court” means a court of competent jurisdiction in British Columbia.

 

(g) Control Transaction” means any merger, amalgamation, take-over bid, arrangement, recapitalization, consolidation, liquidation, wind-up, dissolution, share exchange, material sale of assets or similar transaction in respect of the Corporation.

 

 

- 3 -

 

(h) Losses” includes all costs, disbursements, charges, awards, expenses, losses, damages (including punitive and exemplary), fees (including any legal, professional or advisory fees or disbursements), liabilities, amounts paid to settle or dispose of any Claim or satisfy any judgment, fines, penalties or liabilities, including as a result of a breach or alleged breach of any statutory or common law duty imposed on directors and/or officers, without limitation, and whether incurred alone or jointly with others, including any amounts which the Indemnified Party may reasonably suffer, sustain, incur or be required to pay in respect of the investigation, defence, settlement or appeal of or preparation for any Claim or with any action to establish a right to indemnification under this Agreement, and for greater certainty, includes all taxes (including income taxes), interest, penalties and related outlays of the Indemnified Party arising from any indemnification of the Indemnified Party by the Corporation pursuant to this Agreement.

 

(i) Notice of Articles” means the notice of articles of the Corporation, including any amendments or alterations thereto.

 

(j) Other Entity” means a Subsidiary and any other entity in respect of which the Indemnified Party was specifically requested by the Corporation to serve as a duly appointed director and/or officer or similar position(s) of such Other Entity.

 

(k) Parties” means the Corporation and the Indemnified Party collectively and “Party” means any one of them.

 

(l) Policy” means the directors’ and officers’ insurance policy listed on Schedule A, and any successor to such policy entered into by the Corporation (and any renewals or replacements thereof).

 

(m) Run-Off Coverage” has the meaning set out in Section 3.1(c).

 

(n) Subsidiary” has the meaning set out in the Act.

 

(o) Termination Date” has the meaning set out in Section 5.1(a).

 

1.2 Certain Rules of Interpretation

 

In this Agreement:

 

(a) Governing Law - This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.

 

(b) Submission to Jurisdiction - Each Party submits to the exclusive jurisdiction of any British Columbia court sitting in Vancouver, British Columbia in any action, application, reference or other proceeding arising out of or relating to this Agreement and consents to all claims in respect of any such action, application, reference or other proceeding being heard and determined exclusively in such British Columbia court. Each of the Parties irrevocably waives, to the fullest extent it may effectively do so, the defence of an inconvenient forum to the maintenance of such action, application or proceeding.

 

 

- 4 -

 

(c) Headings - Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

 

(d) Number - Unless the context otherwise requires, words importing the singular include the plural and vice versa.

 

(e) Severability - If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, the provision shall, as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.

 

(f) Entire Agreement - This Agreement constitutes the entire agreement between the Parties and sets out all the covenants, promises, warranties, representations, conditions and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise, including, without limitation, any previous Indemnity Agreement between the Corporation and the Indemnified Party dated prior to the date hereof. There are no covenants, promises, warranties, representations, conditions or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral, between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement.

 

Article 2
OBLIGATIONS

 

2.1 Obligations of the Corporation

 

(a) General Indemnity - The Corporation agrees to indemnify and hold the Indemnified Party harmless, to the fullest extent permitted by law, including but not limited to the indemnity under the Act, under the Notice of Articles and Articles of the Corporation and this Agreement, except to the extent limited or prohibited by the Act, from and against any and all Losses which the Indemnified Party may reasonably suffer, sustain, incur or be required to pay in respect of any Claim, provided that the indemnity provided for in this Section 2.1(a) will only be available if:

 

(i) the Indemnified Party was acting honestly and in good faith with a view to the best interests of the Corporation or Other Entity, as the case may be, in relation to the subject matter of the Claim; and

 

(ii) in the case of a proceeding that is not a civil action/proceeding, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct in respect of which the action/proceeding was brought was lawful.

 

 

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(b) Derivative Claims and Claims by the Corporation - In respect of any proceeding by or on behalf of the Corporation or Other Entity to procure a judgment in its favour against the Indemnified Party, in respect of which the Indemnified Party is made a party by reason of the Indemnified Party being or having been a director and/or officer of the Corporation or Other Entity, the Indemnified Party may make an application, on its own behalf, or on behalf of the Corporation, at its expense, for the approval of a Court to advance monies to the Indemnified Party for costs, charges and expenses reasonably incurred by the Indemnified Party in connection with such action and to indemnify and save harmless the Indemnified Party for such costs, charges and expenses of such action provided the Indemnified Party fulfils the conditions set out in Sections 2.1(a)(i) and 2.1(a)(ii) above and provided that such advance or indemnification is not prohibited under any applicable statute. The Indemnified Party hereby agrees to repay such funds advanced if the Indemnified Party ultimately does not fulfil the conditions set out in Sections 2.1(a)(i) and 2.1(a)(ii) above. In the event that the Indemnified Party is successful in its application, it shall be reimbursed by the Corporation for the expense incurred by the Indemnified Party in making the application.

 

(c) Advance of Expenses - Subject to Section 2.1(b) of this Agreement, the Corporation shall, at the request of the Indemnified Party, advance to the Indemnified Party sufficient funds, or arrange to pay on behalf of or reimburse the Indemnified Party within 60 days of receiving an invoice in respect thereof for any costs, charges or expenses, including legal or other fees, actually and reasonably incurred by the Indemnified Party in investigating, defending, appealing, preparing for, providing evidence in or instructing and receiving the advice of the Indemnified Party’s counsel or other professional advisors in regard to any Claim or other matter for which the Indemnified Party may be entitled to an indemnity or reimbursement under this Agreement, and such amounts shall be treated as a non-interest bearing advance or loan to the Indemnified Party. In the event it is ultimately determined by a Court in a final non-appealable judgment that the Indemnified Party did not fulfil the conditions set out in Sections 2.1(a)(i) and 2.1(a)(ii) above; that the payment(s) is/are prohibited under the Act; or that the Indemnified Party was not entitled to be fully so indemnified, the Indemnified Party shall (and hereby agrees to) repay such loan or advance, or the appropriate portion thereof, upon written notice of such determination being given by the Corporation to the Indemnified Party detailing the basis for such determination and such loan or advance shall bear interest from the date of such notice until repaid at the prime rate prescribed from time to time by the Corporation’s principal bankers. The Corporation will have the burden of establishing that any expense it wishes to challenge is not reasonable. The Corporation shall not make any payments referred to in this Subsection 2.1(c) unless the Corporation first receives from the Indemnified Party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by the Act or this Agreement, the Indemnified Party will repay the amounts advanced or reimbursed.

 

 

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2.2 Notice of Proceedings

 

The Indemnified Party shall give notice in writing to the Corporation as soon as practicable upon being served with any statement of claim, writ, notice of motion, indictment, subpoena, investigation order or other document commencing, threatening or continuing any Claim involving the Corporation or Other Entity or the Indemnified Party which may result in a claim for indemnification under this Agreement, and the Corporation agrees to give the Indemnified Party notice in writing as soon as practicable upon it or any Other Entity being served with any statement of claim, writ, notice of motion, indictment, subpoena, investigation order or other document commencing or continuing any Claim involving the Indemnified Party. Such notice shall include a description of the Claim, a summary of the facts giving rise to the Claim and, if possible, an estimate of any potential liability arising under the Claim. Failure by the Indemnified Party to so notify the Corporation of any Claim shall not relieve the Corporation from liability under this Agreement except to the extent that the failure materially prejudices the Corporation.

 

2.3 Subrogation

 

Promptly after receiving written notice from the Indemnified Party of any Claim (other than a Claim by or on behalf of the Corporation or Other Entity to procure a judgment in its favour against the Indemnified Party), the Corporation may by notice in writing to the Indemnified Party, in a timely manner assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, to represent the Indemnified Party in respect of the Claim. On delivery of such notice by the Corporation, the Corporation shall not be liable to the Indemnified Party under this Agreement for any fees and disbursements of counsel the Indemnified Party may subsequently incur with respect to the same matter. In the event the Corporation assumes conduct of the defence on behalf of the Indemnified Party, the Indemnified Party consents to the conduct thereof and of any action taken by the Corporation, in good faith, in connection therewith, and the Indemnified Party shall fully cooperate in such defence including, without limitation, the provision of documents, attending examinations for discovery, making affidavits, meeting with counsel, testifying and divulging to the Corporation all information reasonably required to defend or prosecute the Claim.

 

2.4 Separate Counsel

 

If the Indemnified Party is named as a party or a witness to any Claim, or the Indemnified Party is questioned or any of his or her actions, omission or activities are in any way investigated, reviewed, or examined in connection with or in anticipation of any actual or potential Claims, the Indemnified Party will be entitled to retain independent legal counsel at the Corporation’s expense (limited to reasonable attorney’s fees and expenses) to act on the Indemnified Party’s behalf to provide an initial assessment to the Indemnified Party of the appropriate course of action for the Indemnified Party. The Indemnified Party will be entitled to continued representation by independent counsel at the Corporation’s expense (limited to reasonable attorney’s fees and expenses) beyond the initial assessment if:

 

(a) the Indemnified Party and the Corporation have mutually agreed to the retention of such other counsel;

 

 

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(b) representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (including the availability of different defences); or

 

(c) the Corporation has not retained reasonably satisfactory counsel for the Indemnified Party within ten Business Days of any receipt of notice pursuant to Section 2.2 above.

 

2.5 Settlement of Claim

 

No admission of liability with respect to the Indemnified Party shall be made by the Corporation without the prior written consent of the Indemnified Party unless such settlement includes an unconditional general release of the Indemnified Party without any admission of negligence, misconduct, liability or responsibility by the Indemnified Party.

 

2.6 Presumptions / Knowledge

 

(a) For purposes of any determination hereunder, the Indemnified Party will be deemed, subject to compelling evidence to the contrary, to have acted in good faith and in the best interests of the Corporation (or any Other Entity). The Corporation will have the burden of establishing otherwise.

 

(b) Unless a Court otherwise has held or decided that the Indemnified Party is not entitled to be fully or partially indemnified under this Agreement, the determination of any Claim by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption for the purposes of this Agreement that the Indemnified Party is not entitled to indemnity under this Agreement.

 

(c) The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Corporation or any Subsidiary or Other Entity will not be imputed to the Indemnified Party for purposes of determining the right to indemnification under this Agreement.

 

Article 3
INSURANCE

 

3.1 Insurance

 

(a) The Policy - The Corporation will ensure that its liabilities under this Agreement, and the potential liabilities of the Indemnified Party that are subject to indemnification by the Corporation pursuant to this Agreement, are at all times supported by the Policy. The Corporation shall pay all premiums payable under the Policy and, provided that such insurance is, in the Corporation’s reasonable and good faith opinion, available on commercially reasonable terms, take all steps necessary to maintain the coverage provided under the Policy. As may be required by the Policy, the Corporation will immediately notify the Policy’s insurers of any occurrences or situations that could potentially trigger a claim under the Policy and will promptly advise the Indemnified Party that the insurers have been notified of the potential claim. If, for any reason whatsoever, any directors’, and officers’ liability insurer asserts that the Indemnified Party is subject to a deductible under any existing or future directors’ and officers’ liability insurance purchased and maintained by the Corporation for the benefit of the Indemnified Party and the Indemnified Party’s heirs and legal representatives, the Corporation shall pay the deductible for and on behalf of the Indemnified Party. If any payments made by an insurer under a Policy are deemed to constitute a taxable benefit or otherwise become subject to any tax payable by the Indemnified Party, the Corporation agrees to pay any amount as may be necessary to ensure that the amount received by or on behalf of the Indemnified Party after the payment of, or withholding for, such tax, fully reimburses the Indemnified Party for the actual cost, expense or liability incurred by or on behalf of the Indemnified Party.

 

 

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(b) Variation of Policies - So long as the Indemnified Party is a director. officer or holder of a similar office of the Corporation or an Other Entity and provided that such insurance is, in the Corporation’s reasonable and good faith opinion, available on commercially reasonable terms, the Corporation shall not seek to amend adversely or discontinue the Policy or allow the Policy to lapse (without entering into a renewal or replacement thereof on similar terms) without the Indemnified Party’s prior written consent, acting reasonably. Should the Indemnified Party cease to be a director and/or officer of the Corporation, for any reason whatsoever, the Corporation shall continue to purchase and maintain directors’ and officers’ liability insurance for the benefit of the Indemnified Party and the Indemnified Party’s heirs and legal representatives, such that the Indemnified Party’s insurance coverage is, at all times up to and including the Termination Date, the same as any insurance coverage the Corporation purchases and maintains for the benefit of its then current directors and/or officers from time to time.

 

(c) Run-Off Coverage - In the event the Policy is discontinued for any reason, or in the event of a consummation of a Control Transaction, the Corporation shall purchase, maintain and administer, or cause to be purchased, maintained and administered for a period of six years after such discontinuance or the effective time of the Control Transaction, insurance for the benefit of the Indemnified Party (the “Run-Off Coverage”), on similar terms to the extent permitted by law and provided such Run-Off Coverage is available on commercially acceptable terms and premiums (as determined by the board of directors in its reasonable and good faith opinion), provided that the premiums for the Run-Off Coverage will be deemed to be commercially acceptable if the total premiums for such Run-Off Coverage do not exceed 300% of annual premiums under the Policy at the time they are discontinued). The Run-Off Coverage shall provide coverage only in respect of events occurring prior to the discontinuance of the Policy or the effective time of the Control Transaction. The Corporation will provide to the Indemnified Party a copy of each policy of insurance providing the coverages contemplated by this subsection 3.1(c) promptly after coverage is obtained and evidence of each annual renewal thereof and will promptly notify the Indemnified Party if the insurer cancels, makes material changes to coverage, or refuses to renew coverage (or any part of the coverage).

 

 

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(d) Exclusion of Indemnity - Notwithstanding any other provision in this Agreement, the Corporation shall not be obligated to indemnify the Indemnified Party for any Losses for which the Indemnified Party is entitled to indemnity to pursuant any valid and collectible policy of insurance obtained and maintained by the Corporation, to the extent of the amounts actually collected by the Indemnified Party under such insurance policy. Where partial indemnity is provided by such insurance policy, the obligation of the Corporation under Section 2.1 shall continue in effect but be limited to that portion of the Losses for which indemnity is not provided by such insurance policy.

 

Article 4
MISCELLANEOUS

 

4.1 Corporation and Indemnified Party to Cooperate

 

The Corporation and the Indemnified Party shall, from time to time, provide such information and cooperate with the other, as the other may reasonably request, in respect of all matters under this Agreement.

 

4.2 Effective Time

 

This Agreement shall be deemed to have effect as and from the first date that the Indemnified Party became a director or officer, or held a position equivalent to that of a director or officer, of the Corporation or Other Entity and shall apply to all actions and proceedings, whether such action or proceeding is in respect of facts arising before or subsequent to the effective date of this Agreement.

 

4.3 Insolvency

 

The liability of the Corporation under this Agreement shall not be affected, discharged, impaired, mitigated or released by reason of the discharge or release of the Indemnified Party in any bankruptcy, insolvency, receivership or other similar proceeding of creditors to the extent permitted by applicable laws.

 

4.4 Multiple Proceedings

 

No action or proceeding brought or instituted under this Agreement and no recovery pursuant thereto shall be a bar or defence to any further action or proceeding which may be brought under this Agreement.

 

4.5 Non-Exclusive Indemnification

 

The Corporation shall provide the Indemnified Party with all of the indemnifications, protections and benefits it may provide pursuant to the Act. The indemnification provided by this Agreement shall not exclude any separate rights of indemnification to which the Indemnified Party may otherwise be entitled under the Articles of the Corporation, the Act, any valid and lawful agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Indemnified Party's official capacity and as to action in another capacity while holding such office, and such separate rights of indemnification shall continue if the Indemnified Party has ceased to be a director or officer of the Corporation or Other Entity, as the case may be, and shall enure to the benefit of the heirs, executors and administrators of the Indemnified Party.

 

 

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4.6 Compliance with the Act

 

To the extent that the terms of this Agreement are contrary to the provisions of the Act, as amended from time to time, or other applicable laws, the terms of this Agreement shall be deemed to be amended to comply therewith (it being understood that nothing contained herein shall be considered to impose an obligation upon the Corporation which it is prohibited from complying with by virtue of such legislation). To the extent that the terms of this Agreement are contrary to the provisions of the Act, as amended from time to time, or other applicable laws, the terms of this Agreement shall be deemed to be amended to comply therewith (it being understood that nothing contained herein shall be considered to impose an obligation upon the Corporation which it is prohibited from complying with by virtue of such legislation).

 

Article 5
GENERAL

 

5.1 Term

 

(a) The obligations of the Corporation under this Agreement shall survive until the date (the “Termination Date”) that is six years after the Indemnified Party has ceased to be a director and/or officer of the Corporation or Other Entity, except with respect to Claims that have been commenced as of the Termination Date in respect of which the Indemnified Party is entitled to claim indemnification under this Agreement.

 

(b) The obligations of the Corporation under this Agreement with respect to Claims that have been commenced as of the Termination Date in respect of which the Indemnified Party is entitled to claim indemnification under this Agreement shall survive until the final termination or resolution of such Claims.

 

5.2 Assignment

 

Neither Party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Party.

 

5.3 Enurement

 

This Agreement enures to the benefit of and is binding upon the Parties and the heirs, attorneys, guardians, estate trustees, executors, trustees, administrators and permitted assigns of the Indemnified Party and the successors (including any successor by reason of amalgamation) and permitted assigns of the Corporation.

 

 

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5.4 Amendments

 

No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the Party to be so bound. For greater certainty, the rights of the Indemnified Party under this Agreement shall not be prejudiced or impaired by permitting or consenting to any assignment in bankruptcy, receivership, insolvency or any other creditor’s proceedings of or against the Corporation or by the winding-up or dissolution of the Corporation.

 

5.5 Notices

 

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by e-mail:

 

(a) in the case of a Notice to the Indemnified Party at:

 

    [name]
    [address]
     
    E-mail:

 

(b) in the case of a Notice to the Corporation at:

 

    Midas Gold Corp.
     
    890 – 999 West Hastings Street
    Vancouver, BC V6C 2W2
     
    Attention: Chief Executive Officer
    Email: squin@midasgoldcorp.com

 

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5 :00 p.m. local time in the place of delivery or receipt. If the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day, then the Notice shall be deemed to have been given and received on the next Business Day.

 

Any Party may, from time to time, change its address by giving Notice to the other Party in accordance with the provisions of this Section.

 

5.6 Further Assurances

 

The Corporation and the Indemnified Party shall, with reasonable diligence, do all things and execute and deliver all such further documents or instruments as may be necessary or desirable for the purpose of assuring and conferring on the Indemnified Party the rights created or intended by this Agreement and giving effect to and carrying out the intention or facilitating the performance of the terms of this Agreement, or evidencing any loan or advance made pursuant to Section 2.1(c) hereof. The Corporation further covenants and agrees that it will not take any action, including, without limitation, the enacting, amending, or repealing of any by-law, which would in any manner adversely affect or prevent the Corporation’s ability to perform its obligations under this Agreement.

 

 

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5.7 Independent Legal Advice

 

The Indemnified Party acknowledges that the Indemnified Party has been advised to obtain independent legal advice with respect to entering into this Agreement, that the Indemnified Party has obtained such independent legal advice or has expressly determined not to seek such advice, and that the Indemnified Party is entering into this Agreement with full knowledge of the contents hereof, of the Indemnified Party’s own free will and with full capacity and authority to do so.

 

5.8 Execution and Delivery

 

This Agreement may be executed by the Parties in any number of counterparts, each of which is deemed to be an original, and such counterparts together shall constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

 

[Remainder of page left intentionally blank.]

 

 

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IN WITNESS OF WHICH the Parties have duly executed this Agreement as of the date first written above.

 

  MIDAS GOLD CORP.
   
  Per:  
    Name:
    Title:

 

     
Witness to signature of Indemnified Party   Indemnified Party

 

 

 

Schedule A
Insurance Policy

 

Insurer Policy No.
   

 

 

 

 

Schedule B
REGISTRATION PROCEDURES

 

1.1 Registration Procedures

 

(a) Upon receipt of a Request or a notice from the Investor pursuant to Section 5, the Corporation will use its commercially reasonable efforts to effect the qualification for the offer and sale or other disposition or Distribution of Registrable Securities of the Investor, and pursuant thereto the Corporation will use its commercially reasonable efforts to as expeditiously as possible:

 

(i) prepare and file with the Canadian Securities Authorities, as applicable, a Prospectus relating to the applicable Demand Registration or Piggyback Registration and any other documents reasonably necessary, including amendments and supplements in respect of those documents, to permit the offer and sale or other disposition or Distribution and, in so doing, act as expeditiously as is practicable and in good faith to settle all deficiencies and obtain those receipts and clearances and provide those undertakings and commitments as may be reasonably required by the Canadian Securities Authorities, all as may be necessary to permit the offer and sale or other disposition or Distribution of such securities in compliance with applicable Canadian Securities Laws;

 

(ii) subject to applicable Canadian Securities Laws, keep the Prospectus effective until the Investor has completed the sale or Distribution described in the Prospectus but not longer than 60 days from the date of the Prospectus;

 

(iii) notify the Investor and the managing underwriter(s) or managing agent(s), if any, and (if requested) confirm such advice in writing, as soon as practicable after notice thereof is received by the Corporation (i) when the Prospectus or any amendment thereto has been filed, and, to furnish the Investor and managing underwriter(s) or managing agent(s) with copies thereof, (ii) of any request by the Canadian Securities Authorities for amendments to the Prospectus or for additional information, (iii) of the issuance by the Canadian Securities Authorities of any stop order or cease trade order relating to the Prospectus or any order preventing or suspending the use of any Prospectus or the initiation or threatening for any proceedings for such purposes, and (iv) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

 

(iv) promptly notify the Investor and the managing underwriter(s), if any, (A) at any time the representations and warranties contemplated by any underwriting agreement, securities/sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects, and (B) the happening of any event as a result of which the Prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which it was made or, if for any other reason it will be necessary during such time period to amend or supplement the Prospectus in order to comply with the applicable Canadian Securities Laws and, in either case as promptly as practicable thereafter, prepare and file with the Canadian Securities Authorities, and furnish without charge to the Investor and the managing underwriter(s) or managing agent(s), if any, a supplement or amendment to such Prospectus, which will correct such statement or omission or effect such compliance;

 

 

  2 -  
 

 

(v) make every commercially reasonable effort to prevent the issuance of any stop order, cease trade order or other order suspending the use of any Prospectus or suspending any qualification of the Registrable Securities covered by the Prospectus and, if any such order is issued, to obtain the withdrawal of any such order;

 

(vi) furnish to the Investor and each managing underwriter or managing agent, without charge, as applicable, one executed copy and as many conformed copies as they may reasonably request, of the Prospectus and any amendment thereto, including financial statements and schedules, all documents incorporated therein by reference, and provide the Investor and its counsel with an opportunity to review, and provide comments to the Corporation on the Prospectus;

 

(vii) deliver to the Investor and the underwriters for an underwritten offering or the agents for an agency offering, if any, without charge, as many copies of the Prospectus and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Corporation consents to the use of the Prospectus or any amendment thereto by the Investor and the underwriters or agents, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto) and such other documents as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities by such Person;

 

(viii) use its commercially reasonable efforts to qualify, and cooperate with the Investor, the managing underwriter or managing agent, if any, and their respective counsel in connection with the qualification of such Registrable Securities for offer and sale in Canada in compliance with the applicable Canadian Securities Laws as any such Person, underwriter or agent reasonably requests in writing;

 

 

  3 -  
 

 

(ix) in connection with any underwritten offering or agency offering, enter into customary agreements, including an underwriting agreement or agency agreement, as applicable, in accordance with Section 5.7, and furnish to the underwriters or agents and the Investor, among other things:

 

(A) an opinion of counsel representing the Corporation for the purposes of such registration, addressed to the underwriters or agents and to the Investor, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering or agents in an agency public offering; and

 

(B) a “comfort letter” dated such date from the independent public accountants retained by the Corporation, addressed to the underwriters or agents and to the Investor, in form and substance as is customarily given in an underwritten or agency public offering, as applicable, provided that the Investor has made such representations and furnished such undertakings as the independent public accountants may reasonably require;

 

(x) as promptly as practicable after filing with the Canadian Securities Authorities any document which is incorporated by reference into the Prospectus, provide copies of such document to counsel for the Investor and to the managing underwriters or managing agents, if any;

 

(xi) use its commercially reasonable efforts to obtain a customary legal opinion addressed to the Investor;

 

(xii) provide a CUSIP number for all Registrable Securities, not later than the closing date of the offering;

 

(xiii) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters or agents (taking into account the needs of the Corporation’s businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten or agency offering;

 

(xiv) promptly prior to the filing of any document which is to be incorporated by reference into the Prospectus, provide copies of such document to counsel for the Investor and to each lead underwriter or lead agent, if any, and make the Corporation’s representatives reasonably available for discussion of such document and make such changes in such document concerning the Investor prior to the filing thereof as counsel for the Investor or underwriters or agents may reasonably request;

 

(xv) cooperate with the Investor and the lead underwriter or lead agent, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or agents or, if not an underwritten or agency offering, in accordance with the instructions of the sellers of Registrable Securities at least three (3) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;

 

 

  4 -  
 

 

(xvi) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities; and

 

(xvii) take such other actions and execute and deliver such other documents as may be reasonably necessary to give full effect to the rights of the Investor under this Agreement.

 

(b) The Corporation may require the Investor, as to which any Registration is being effected, to furnish to the Corporation such information regarding the Distribution of such securities and such other information relating to such Person and its ownership of Registrable Securities as the Corporation may from time to time reasonably request in writing. The Investor agrees to furnish such information to the Corporation and to cooperate with the Corporation as necessary to enable the Corporation to comply with the provisions of this Agreement. The Investor shall notify the Corporation immediately upon the occurrence of any event as a result of which any of the aforesaid Prospectuses includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made.

 

 

Exhibit 99.51

 

Form 51-102F3

Material Change Report

 

Item 1 Name and Address of Issuer

 

Midas Gold Corp. (the “Company”)

Suite 890 - 999 West Hastings Street

Vancouver, BC V6C 2W2

 

Item 2 Date of Material Change

 

March 10, 2020 and March 17, 2020

 

Item 3 News Release

 

Two news releases dated March 10, 2020 and March 17, 2020, respectively, were issued and disseminated through the facilities of Canada Newswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

 

Item 4 Summary of Material Change

 

On March 10, 2020, the Company amended the terms of its private placement previously announced on February 27, 2020 (the “Offering”, comprised of the Note Offering and Brokered Offering) and re-priced 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, and the purchase price of the common shares of the Company (the “Common Shares”) under the Offering from C$0.53 to C$0.4655. All other material terms of the previously announced Offering remain unchanged.

 

On March 17, 2020, the Company reported that the Offering was completed, and raised total gross proceeds of US$35.0 million (C$47.6 million).

 

Item 5.1 Full Description of Material Change

 

See news release dated March 10, 2020 attached as Schedule “A” hereto, and news release dated March 17, 2020 attached as Schedule “B” hereto, respectively. All of the Notes under the Offering were purchased by Paulson & Co. Inc. (“Paulson”) and no Notes or Common Shares were taken up under the proposed brokered portion of the Offering.

 

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 held more than 20% of the Company’s outstanding securities on a partially diluted basis, the Offering did not materially affect control of the Company.

 

 

2

 

As Paulson is an insider of the Company, the Offering was 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 was 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.

 

The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close the Offering on an expedited basis for sound business reasons.

 

In conjunction with the Offering, the Company appointed 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.

 

Item 5.2 Disclosure for Restructuring Transactions

 

Not applicable.

 

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7 Omitted Information

 

Not applicable.

 

Item 8 Executive Officer

 

Contact:      Liz Monger, Manager, Investor Relations & Corporate Secretary

Telephone: (778) 724-4704

 

Item 9 Date of Report

 

March 20, 2020

 

 

3

 

Schedule “A”

News Release dated March 10, 2020

(see attached)

 

 

4

 

 

 

  

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.

 

Midas Gold Announces Private Placement Re-Pricing 

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;

 

 

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

 

 

5

 

 

 

§ 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.

 

 

6

 

 

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations
(t): 778.724.4704 

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho 

Twitter: @MidasIdaho 

Website: 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

 

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.

 

 

7

 

Schedule “B”

News Release dated March 17, 2020

(see attached)

 

 

8

 

 

 

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.

 

Midas Gold Completes US$35.0 Million (C$47.6 Million) Financing 

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

 

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.

 

 

9

 

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger – Manager, Investor Relations 

(t): 778.724.4704 

(e): info@midasgoldcorp.com

 

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.

 

 

 

Exhibit 99.52

 

 

 

NEWS RELEASE

April 1, 2020

 

#2020-05

 

 

USFS Updates Schedule for Stibnite Gold Project’s Draft Environmental Impact Statement

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

 

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

 

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

 

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

 

COVID-19 Impacts

 

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

 


Joint Review Process

 

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

 

Next Steps in the Regulatory Process

 

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

 

Page1 of 2

 

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

 

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

 

Website: 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.

 

Page 2 of 2

 

Exhibit 99.53

 

 

Notice of 2020
Annual General Meeting of Shareholders

 

and

 

Management Information Proxy Circular

 

OF

 

MIDAS GOLD CORP.

 

DATED: March 30, 2020

 

 

Suite 890 - 999 West Hastings Street
Vancouver, British Columbia
Canada V6C 2W2

 

Tel: (778) 724-4700
Fax: (604) 558-4700
Email: info@midasgoldcorp.com
Web Site: www.midasgoldcorp.com

 

NOTICE OF 2020 ANNUAL GENERAL MEETING

 

You are invited to the Annual General Meeting (the "Meeting" or “2020 AGM”) of the shareholders of MIDAS GOLD CORP. (the "Company").

 

When

 

Thursday, May 14, 2020

9:00 a.m. Pacific Time

Where

 

Online at https://web.lumiagm.com/180083950

 

and

 

The Company’s Boardroom*

Suite 890 – 999 West Hastings Street

Vancouver, BC

 

* Due to the COVID19 Pandemic and given the restrictions on public gatherings and in the best interest of the health of all participants in the Company’s 2020 AGM, the Company respectfully asks that all shareholders participate in the Meeting virtually.

 

You are entitled to vote at the Meeting if you held your common shares at the close of business on March 16, 2020.

 

This year, we are providing shareholders with an opportunity to attend our annual meeting either in person or online and to vote online, by proxy or in person at the Meeting. Shareholders who decide to participate online will be able to listen to the Meeting, ask questions and vote, all in real time, provided you are connected to the internet and comply with all of the requirements to do so which are described on page 3.

 

The management proxy circular prepared for the Meeting provides details about the items of business and other important information to help you decide how to vote your shares.

 

At the Meeting, shareholders will:

 

1. receive and consider the Annual Financial Report of the Company containing the audited financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2019;

 

2. fix the number of directors at eight (8);

 

3. elect directors, as described in the Management Information Proxy Circular accompanying this Notice of Meeting; and,

 

4. appoint the auditor for the ensuing year at a remuneration to be set by the directors; and,

 

5. consider and, if thought fit, approve, by ordinary resolution, the renewal of the Company's Stock Option Plan and unallocated entitlements under the Company's Stock Option Plan as required by the Toronto Stock Exchange, as further described in the Management Information Proxy Circular accompanying this Notice of Meeting.

 

 

Accompanying this Notice of Meeting are the Management Information Proxy Circular, a Form of Proxy or Voting Instruction Form and a request card for use by shareholders who wish to receive the Company's financial statements. The accompanying Management Information Proxy Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting.

 

If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Form of Proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the Form of Proxy accompanying this Notice of Meeting.

 

DATED this 30th day of March, 2020.

 

BY ORDER OF THE BOARD

 

"Stephen Quin"        
Stephen Quin    
President and CEO    

 

 


Management Information Proxy Circular
TABLE OF CONTENTS

 

MANAGEMENT INFORMATION PROXY CIRCULAR   3
APPOINTMENT OF PROXYHOLDER   3
VOTING BY PROXY   3
COMPLETION AND RETURN OF PROXY   3
NOTICE-AND-ACCESS   3
NON-REGISTERED HOLDERS   4
NON-OBJECTING BENEFICIAL HOLDERS   4
OBJECTING BENEFICIAL HOLDERS   4
REVOCABILITY OF PROXY   4
VOTING INSTRUCTIONS – VIRTUAL MEETING   5
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF   7
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING   8
ELECTION OF DIRECTORS   8
APPOINTMENT OF AUDITOR   15
STATEMENT OF EXECUTIVE COMPENSATION   16
COMPENSATION DISCUSSION AND ANALYSIS   16
Securities Authorized for Issuance under Equity Compensation Plans   34
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS   35
STAKEHOLDER COMMUNICATIONS   36
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON   36
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS   36
MANAGEMENT CONTRACTS   36
Corporate Governance Disclosure   36
Directors’ and Officers’ Liability Insurance   47
AUDIT COMMITTEE INFORMATION   48
OTHER MATTERS   49
Additional Information   49
APPENDIX i   51
APPENDIX II   55
APPENDIX III   60
APPENDIX IV   63

 

3

 

MANAGEMENT INFORMATION PROXY CIRCULAR

 

Midas Gold Corp. (the "Company", the “Corporation” or "Midas Gold") is providing this Management Information Proxy Circular (the "Information Circular") and a form of proxy in connection with management’s solicitation of proxies for use at the Annual General Meeting (the "Meeting") of the Company to be held on May 14, 2020 and at any postponement(s) or adjournment(s) thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The cost of solicitation by management will be borne by the Company.

 

The information contained herein is given as of March 30, 2020, unless otherwise stated.

 

All dollar amounts in this Information Circular are expressed in Canadian dollars unless otherwise indicated.

 

APPOINTMENT OF PROXYHOLDER

 

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or members of the board of directors (the "Directors" or the "Board") of the Company (the "Management Proxyholders").

 

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

 

VOTING BY PROXY

 

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Common shares of the Company ("Common Shares") represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

 

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

 

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

 

COMPLETION AND RETURN OF PROXY

 

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Investor Services, Proxy Department, 3rd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournments thereof, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

 

NOTICE-AND-ACCESS

 

The Company is sending this Information Circular to registered and non-registered (beneficial) shareholders using "notice-and-access" as defined under NI 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

 

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The Company is not using procedures known as "stratification" with its use of notice-and-access in relation to the Meeting. Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting.

 

NON-REGISTERED HOLDERS

 

Only shareholders whose names appear on the records of the Company as the registered holders of Common Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the Common Shares they own are not registered in their name but instead are registered in the name of a nominee such as a brokerage firm through which they purchased the Common Shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (each a "Nominee"). If you purchased your Common Shares through a broker, you are likely a non-registered holder.

 

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the proxy, to the Nominees for distribution to non-registered holders.

 

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Common Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Common Shares are voted at the Meeting.

 

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. If you wish to vote at the Meeting in person, do not complete the voting section of the form as your vote will be taken at the Meeting.

 

NON-OBJECTING BENEFICIAL HOLDERS

 

These securityholder materials are being sent to both registered and non-registered owners of the Common Shares. The Company is sending the proxy-related materials for the Meeting directly to "non-objecting beneficial owners" ("NOBOs"), as defined under NI 54-101. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your NOBO holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee(s) holding on your behalf. By choosing to send these materials to NOBOs directly, the Company (and not the Nominees holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

 

OBJECTING BENEFICIAL HOLDERS

 

The Company does not intend to pay for Nominees to deliver to "objecting beneficial owners ("OBOs"), as defined under NI 54-101, the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary. As a result, OBOs will not receive the Meeting materials unless their respective Nominee assumes the costs of delivery.

 

REVOCABILITY OF PROXY

 

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered shareholder, his attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-registered holders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their respective Nominees to revoke the proxy on their behalf.

 

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INSTRUCTIONS ATTENDING AND VOTING AT THE VIRTUAL MEETING

 

The Meeting will be hosted online by way of a live webcast and in the Company’s Boardroom at 890-999 West Hastings Street, Vancouver, BC. Due to the COVID19 Pandemic and given the restrictions on public gatherings and in the best interest of the health of all participants in the Company’s 2020 AGM, the Company respectfully asks that all shareholders participate in the Meeting virtually. A summary of the information shareholders will need to attend the virtual Meeting is provided below. The Meeting will begin at 9:00 A.M. Pacific Time on May 14, 2020.

 

Registered Shareholders and duly appointed proxyholders who log into the Meeting online will be able to listen, ask questions and securely vote through the web-based platform, provided they are connected to the internet and follow the instructions set out in this Information Circular.

 

In order to attend the Meeting, registered shareholders, duly appointed proxyholders and guests must log in online as set out below:

 

Step 1: Log in online at https://web.lumiagm.com/180083950

 

Step 2: Follow the instructions below, as applicable:

 

· Registered shareholders: Click “I have a login” and enter in the Username and Password before the start of the Meeting. The Username is the 15-digit control number located on the form of proxy or in the e-mail notification you received from Computershare and the Password is “midas2020”. When registered shareholders using a 15-digit control number login to the Meeting and accept the terms and conditions, registered shareholders will be revoking any and all previously submitted proxies, in which case, they will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If registered shareholders DO NOT wish to revoke all previously submitted proxies, they should not accept the terms and conditions, in which case they can only enter the Meeting as a guest.

 

· Duly appointed proxyholders: Click “I have a login” and enter a Username and Password before the start of the Meeting. Proxyholders who have been duly appointed and registered with Computershare as described in this Circular will receive an assigned Username by email from Computershare after the proxy voting deadline has passed and the proxyholder has been duly appointed and registered. The Password is ”midas2020”

 

· Guests: Non-registered shareholders who have not appointed themselves or any third parties proxyholders and therefore do not have a control number or a Username, may still attend the Meeting by clicking “I am a guest” and completing the online form. Guests will not be able to vote or ask questions at the Meeting.

 

Voting at the Virtual Meeting

 

A registered shareholder or a non-registered shareholder who has appointed themselves or a third party as proxyholder to represent them at the Meeting will appear on a list of shareholders prepared by the Company’s registrar and transfer agent, Computershare, for the Meeting.

 

To have their Common Shares voted at the Meeting, each registered shareholder and duly appointed proxyholder will be required to enter their control number or Username provided by Computershare at https://web.lumiagm.com/180083950 prior to the start of the Meeting as set forth in more detail above.

 

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Non-registered shareholders who appoint themselves or a third party as a proxyholder MUST register with Computershare after submitting their proxy form or voting instruction form (if applicable) by visiting https://www.computershare.com/MXGQ by 9:00 AM Pacific Time on Tuesday, May 12, 2020 and providing Computershare with their proxyholder’s contact information so that Computershare may provide the proxyholder with a Username by e-mail. Failure to register the proxyholder with Computershare will result in the proxyholder not receiving a Username to participate in the Meeting and such proxyholder would only be able to attend the Meeting as a guest. Without a Username, proxyholders will not be able to vote at the Meeting.

 

US Beneficial Holders

 

In order to attend and vote at the Meeting, United States beneficial holders (“US Holders”) must first obtain a valid legal proxy from their broker, bank or other agent and then register in advance to attend the Meeting. US Holders must follow instructions from their broker or bank included with these proxy materials, or contact their broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from the broker, bank or other agent, to then register to attend the Meeting, US Holders must submit a copy of their legal proxy to Computershare. Requests for registration should be directed to:

 

Computershare
8th Floor, 100 University Avenue
Toronto, Ontario
M5J 2Y1

 

OR

 

Email to: uslegalproxy@computershare.com

 

Requests for registration must be labeled as “Legal Proxy” and received no later than 9:00 AM Pacific Time on May 12, 2020. US Holders will receive a confirmation of their registration by email after Computershare receives the registration materials. US Holders may then attend the Meeting and vote their Shares at https://web.lumiagm.com/180083950 during the Meeting. Please note that US Holders are required to register their appointment at www.computershare.com/appoint.

 

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

 

In order to participate online, shareholders must have a valid 15-digit control number (Username) and duly appointed proxyholders must have received an email from Computershare containing a Username.

 

Appointment of Proxies

 

Shareholders who wish to appoint a third party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/MXGQ with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote at the Meeting.

 

A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 9:00am Pacific Time on May 12, 2020, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting.

 

If a shareholder who has submitted a proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such shareholder on a ballot during the Meeting will be counted and the submitted proxy will be disregarded.

 

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In all cases, all proxies must be received and all proxyholders must be registered before 9:00 AM Pacific Time on May 12, 2020 or in the case of adjournment or postponement of the Meeting, not less than 48 hours excluding Saturdays, Sundays and holidays, prior to the time of the Meeting.

 

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

 

Authorized Capital

 

The authorized capital of the Company consists of an unlimited number of Common Shares without par value, an unlimited number of first preferred shares without par value, and an unlimited number of second preferred shares without par value.

 

Issued and Outstanding Shares – Common Shares

 

As at the record date of March 16, 2020 and as of the date of this Information Circular, there are 271,541,996 Common Shares issued and outstanding. There are no special rights or restrictions of any nature attached to any of the Common Shares, which all rank equally as to all benefits which might accrue to the holders of Common Shares.

 

Issued and Outstanding Shares – Preferred Shares

 

No first preferred shares or second preferred shares are issued and outstanding as of the date of this Information Circular.

 

The first preferred shares have certain privileges, restrictions and conditions. The first preferred shares may be issued in one or more series and the Directors may from time to time fix the number and designation and create special rights and restrictions. First preferred shares would rank on a parity with first preferred shares of any other series (if any) and be entitled to priority over the second preferred shares, Common Shares, and the shares of any other class ranking junior to the first preferred shares with respect to the payment of dividends and the distribution of assets on a liquidation, dissolution or winding up of the Issuer. Holders of first preferred shares shall be entitled to receive notice of and to attend all annual and special meetings of shareholders of the Company, including the Meeting, except for meetings at which any holders or a specified class or series are entitled to vote, and to one vote in respect of each first preferred share held at all such meetings.

 

The second preferred shares have certain privileges, restrictions and conditions. Second preferred shares may be issued in one or more series and the Directors may from time to time fix the number and designation and create special rights and restrictions. Second preferred shares would rank on a parity with second preferred shares of any other series (if any) and be entitled to priority over the Common Shares and the shares of any other class ranking junior to the second preferred shares with respect to the payment of dividends and the distribution of assets on a liquidation, dissolution or winding up of the Issuer. Holders of second preferred shares shall be given notice of and be invited to attend meetings of the voting shareholders of the Company, including the Meeting, but shall not be entitled as such to vote at any general meeting of shareholders of the Issuer.

 

Voting Shares

 

Persons who were registered shareholders of Common Shares at the close of business on the record date of March 16, 2020 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Common Share held.

 

Principal Holders of Voting Shares

 

To the knowledge of the Directors and executive officers of the Company, other than as set out below, no person beneficially owns, controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all Common Shares of the Company.

 

Paulson, an insider of the Corporation, currently owns 9,664,520 Common Shares and outstanding convertible notes (the “Convertible Notes”) in the principal amount of C$82,102,500.13, representing 3.56% of the outstanding Common Shares of the Corporation, (44.43% on a partially diluted basis, assuming conversion of the Convertible Notes from the March 2016 Financing and Convertible Notes from the March 2020 Financing currently held by Paulson and 40.67%, assuming conversion of all 2016 Convertible Notes and all 2020 Convertible Notes).

 

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On May 16, 2018, the Company completed a transaction with Barrick Gold Corporation (“Barrick” or “Barrick Gold”) whereby Barrick purchased 46,551,731 Common Shares of Midas Gold in a non-brokered private placement (the “Placement”) at a price of C$1.06 per Common Share for gross proceeds of US$38,065,907. The Placement resulted in Barrick owning 19.9% of the issued and outstanding Common Shares in Midas Gold on a post-transaction basis. As at the date of this Information Circular, Barrick owns 17.1% of the issued and outstanding Common Shares of the Company.

 

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

 

To the knowledge of the Company's Directors, the only matters to be placed before the Meeting are those referred to in the Notice of Meeting accompanying this Information Circular. However, should any other matters properly come before the Meeting, the Common Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgement of the persons voting the shares represented by the proxy.

 

Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below.

 

ELECTION OF DIRECTORS

 

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

 

Shareholder approval will be sought to fix the number of Directors of the Company at eight (8).

 

Majority Voting for the Election of Directors

 

The Board has adopted a majority voting policy (the "Majority Voting Policy") which requires, in an election of directors, other than at a Contested Meeting (as defined below), any Director who receives a greater number of shares withheld than shares voted in favour of his or her election must immediately tender his or her resignation (the "Resignation") to the Board. The Corporate Governance and Nominating Committee of the Company will then review the matter and make a recommendation to the Board. In considering the Resignation, the Corporate Governance and Nominating Committee and the Board shall consider all factors they deem relevant. The Board shall determine whether or not to accept the Resignation within 90 days after the date of the relevant shareholders' meeting. The Board shall accept the Resignation absent exceptional circumstances. The Resignation will be effective when accepted by the Board. The Director tendering the Resignation will not participate in any Board or Corporate Governance and Nominating Committee meeting at which the Resignation is considered. The Company shall promptly issue a news release with the Board's decision and send a copy of the news release to the TSX. If the Resignation is not accepted, the news release shall fully state the reasons for that decision.

 

Under the Majority Voting Policy, a "Contested Meeting" is a meeting at which the number of Directors nominated for election is greater than the number of seats available on the Board.

 

Nominees

 

Management of the Company proposes to nominate each of the following persons for election as a Director, each of which such person is currently a Director. The following tables provide information on the eight nominees proposed for election as Directors, including the province (or state) and country in which each is ordinarily resident, and the period or periods during which each has served as a Director. Also included in these tables is information relating to the nominees’ membership on committees of the Board, other public board memberships held in the past five years, and Board and committee meeting attendance in relation to the Company for the 12 months ended December 31, 2019. During 2019, the Board held a total of 29 board and standing committee meetings. In addition to the attendance listed below, Directors from time to time attend other committee meetings by invitation. The attendance of each of the nominees with regard to the board meetings and applicable committee meetings is noted in the tables below.

 

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The tables also show the present principal occupation, business or employment of each nominee, and principal occupations, businesses and employments held in the last five years, if different. In addition, the charts show the number of securities of the Company (consisting of Common Shares, options and warrants (with each such option or warrant equivalent in value to one Common Share)), and any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by each of the nominees. Meeting attendance records do not include Special Committee meeting attendance. Information concerning the nominees, as furnished by the individual nominees, is as follows:

 

Keith Allred
Idaho, USA
  Age: 55
Director since November 12, 2014
Independent: Yes

 

Mr. Allred is the Executive Director of the National Institute for Civil Discourse.  He was a senior partner at the Cicero Group, a 250-person strategy consulting firm ranked 12th best boutique consulting firm in the world by Vault.com.  He led major engagements advising companies ranging from $3 billion to $140 billion in revenue, including cost cutting initiatives and post merger integrations.  Prior to Cicero, he served as COO of Health Catalyst where his leadership was key to attracting a significant investment by Sequoia Capital.   Mr. Allred has also served as a professor at Harvard's Kennedy School of Government and at Columbia University, in addition to teaching executive programs at Oxford’s Said School of Business.  He holds a PhD from UCLA’s Anderson School of Management and BA from Stanford University.

 

Skills and Experience

 

Government Relations, Community Relations, Stakeholder Communications, Strategy, Environment, Sustainability

 

Board/Committee Membership(s)   Attendance (2019)
Board   9 of 9     100 %
Corporate Governance & Nominating Committee   7 of 7     100 %
Compensation Committee (chair)   5 of 5     100 %
Audit Committee   4 of 4     100 %

 

Securities Held

 

Date   Options     Warrants     Common Shares     Total Value of Common Shares  
As at Dec. 31, 2019     472,500       Nil       86,571       $53,674 (1)
As at March 30, 2020     480,000       Nil       86,571       $41,121 (2)

 

(1) Calculated using the closing price of the Company’s shares on the TSX on December 31, 2019, which was $0.62.

(2) Calculated using the closing price of the Company’s shares on the TSX on March 30, 2020 which was $0.475.

 

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Jaimie Donovan
Ontario, Canada
  Age: 42
Director since January 31, 2019
Independent: Yes

 

Jaimie Donovan was, until March 4, 2019, the Head of Growth and Evaluations for Barrick Gold in North America, where she oversaw the evaluation and development of regional investment opportunities. Prior to that Ms. Donovan held senior positions at Barrick Gold as Vice President of Evaluations, and Waterton Global Resource Management as a Principal and head of Evaluations. Ms. Donovan has over 18 years of experience in the mining industry spanning roles in Operations, Corporate Development and Capital Allocation. Ms. Donovan holds a Bachelor’s degree in Mining Engineering (B.Eng.) and a Bachelor’s degree in Commerce (B.Com. Finance) from the University of Western Australia. Ms. Donovan was appointed to the Board as Barrick Gold’s nominee in accordance with the Barrick Investor Rights Agreement (as defined herein) with the Company. In March 2020, Barrick notified the Company that it did not intend to exercise its rights to nominate someone to the Board at the 2020 AGM, but the Company was welcome to have Ms. Donovan continue as a management nominee. The Company is therefore nominating Ms. Donovan as a management nominee and she will be deemed independent.

 

Skills and Experience

 

Mining Engineering, Mine Operations, Projects and Studies, Evaluations, Capital Allocation, Corporate Development

 

Board/Committee Membership(s)   Attendance (2019) *
Board   9 of 9     100 %
Corporate Governance and Nominating Committee   4 of 4     100 %

 

* Ms. Donovan was appointed to the Board on January 31, 2019 and was appointed to the Corporate Governance and Nominating Committee on February 21, 2019.

 

Securities Held

 

Date   Options     Common Shares     Total Value of Common Shares  
As at Dec. 31, 2019     200,000       Nil       Nil  
As at March 30,  2020     200,000       Nil       Nil  

 

Brad Doores
Ontario, Canada
  Age: 69
Director since August 9, 2018
Independent: Yes

 

Mr. Doores is an attorney licensed in the State of Colorado with over 40 years of legal experience in the mining industry. Over the course of his career, Mr. Doores has served as an officer, director and legal counsel for both private and public, senior and junior, natural resources companies. He has overseen the permitting and licensing of more than 20 surface and underground mines in the western United States, South America, and Africa. Mr. Doores served as a director and Vice President & General Counsel of Energy Fuels Corporation and Energy Fuels Nuclear, Inc. from 1984-1994. He also served as a director and Vice President & General Counsel of Golden Shamrock Mines Limited from 1994-1995 before joining Barrick Gold Corporation. Prior to retirement in 2014, Mr. Doores was the Vice President and Deputy General Counsel of Barrick Gold Corporation. Mr. Doores holds a Juris Doctor degree from the University of Michigan Law School and a BA in Economics and Psychology from Duke University.

 

Skills and Experience

 

Corporate Governance, Environment, Mining Health and Safety, Government Relations, Litigation Management, Mining Partnerships and Joint Ventures, Federal Regulation and Permitting, Public Policy Relating to Natural Resource Issues and Tribal Matters.

 

Board/Committee Membership(s)   Attendance (2019)
Board   9 of 9     100 %
Compensation Committee   5 of 5     100 %
Corporate Governance and Nominating Committee   7 of 7     100 %
Environment, Health and Safety Committee *   3 of 3     100 %

 

* Mr. Doores was appointed to the Environment, Health and Safety Committee on May 7, 2019

 

Securities Held

 

Date   Options     Common Shares     Total Value of Common Shares  
As at Dec. 31, 2019     280,000       Nil       Nil  
As at March 30, 2020     280,000       Nil       Nil  

 

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Jon Goode
Idaho, USA
  Age: 60
Proposed new appointment at 2020 AGM
Independent: Yes

 

Jon Goode is a licensed Certified Public Accountant (Idaho - 1983) with over 34 years of experience in mining and manufacturing. An Idaho native, he began his career as an auditor with the public accounting firm of Touche Ross & Co. (now Deloitte), and in 1986 assumed a Controller role for a large mining/manufacturing facility in Southeast Idaho, which was subsequently acquired by Agrium (now Nutrien). Continuing as Controller until 2008, Mr. Goode was promoted to Manager, US Operations Accounting for all of Agrium’s US based mining and manufacturing sites. In 2013, he transitioned to Manager of Special Projects, with a focus on mining, permitting, government relations, contract negotiation, real estate, tax and accounting matters and remains in that role with Itafos following Agrium’s 2018 divestiture of the Southeast Idaho mining/manufacturing facility. He served on the board of directors for both the Idaho Mining Association and Associated Taxpayers of Idaho for many years and is currently a Trustee for the American Exploration and Mining Association as well as a Councilman for the City of Soda Springs, Idaho. Mr. Goode earned a Bachelor’s degree in Accounting and Finance (double major) from Idaho State University in 1982, and is a member of both the American Institute and Idaho Society of Certified Public Accountants.

 

Skills and Experience

 

Mining, Manufacturing, Accounting, Budgeting, Governance, Government Relations, Contracts, Financial Assurance and Mitigation

 

Board/Committee Membership(s)   Attendance (2019)*  
Board   n/a     n/a  
Audit Committee (Chair)   n/a     n/a  
Compensation Committee   n/a     n/a  

 

* Mr. Goode is standing for first time election to the Company’s Board at the 2020 AGM and therefor did not attend any meetings during 2019.

 

Securities Held

 

Date   Options     Warrants     Common Shares     Total Value of Common Shares  
As at Dec. 31, 2019     Nil       Nil       2,000       1,240 (1)
As at March 30, 2020     Nil       Nil       2,000     $ 950  

 

(1) Calculated using the closing price of the Company’s shares on the TSX on December 31, 2019, which was $0.62.

(2) Calculated using the closing price of the Company’s shares on the TSX on March 30, 2020 which was $0.475.

 

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Marcelo Kim
New York, USA
  Age: 33
Director since March 17, 2016, Chair since March 17, 2020
Independent: No

 

Marcelo Kim is a Partner at Paulson & Co. Inc., where he oversees the firm’s global macro-economic and natural resource investments.  He has worked at Paulson & Co. since 2009, when he graduated from Yale University, where he earned his Bachelor of Arts in economics with honors.  He is currently the Chairman of International Tower Hill (NYSE American: THM).  He is a Member of the Economic Club of New York and a former Board Member of Plan International USA, a US-based charity.

 

Mr. Kim serves as Paulson & Co.’s nominee under the Paulson Investor Rights Agreement (as defined herein). Mr. Kim was appointed Chair of the Company in accordance with the amended Paulson Investor Rights Agreement dated March 17, 2020.

 

Skills and Experience

 

Economics, Mining, Oil & Gas, Mergers & Acquisitions, Distressed Investing, Commodities, Deal Structuring

 

Board/Committee Membership(s)   Attendance (2019)
Board   9 of 9     100 %
Environment, Health and Safety Committee   4 of 4     100 %
Compensation Committee   7 of 7     100 %

 

Securities Held

 

Date     Options       Common Shares       Total Value of Common Shares  
As at Dec. 31, 2019     Nil       Nil       Nil  
As at March 30, 2020     Nil       Nil       Nil  

 

Peter Nixon
Ontario, Canada
  Age: 73
Director and Chair of the Board since April 1, 2011, Chair of the Board until March 17, 2020, Lead Director since that date
Independent: Yes

 

Since leaving his position as President of Dundee Securities USA Inc. in December 2000, Mr. Nixon has served on the boards of a number of publicly traded junior mining companies. In addition to his role as Independent Lead Director of the Board of Midas Gold, Mr. Nixon has served as a director on the board of Dundee Precious Metals Inc. since June 2002, Reunion Gold Corp. since March 2004 and Toachi Mining Inc. since August 2016. Mr. Nixon was a director of Kimber Resources Inc. from March 2007 – April 2013, Miramar Mining Corporation from June 2002 until December 2007, when the company was acquired by Newmont Mining Corporation. Mr. Nixon holds a degree in Economics and History from McGill University. Mr. Nixon acted as Chair of the Company until March 17, 2020, and thereafter Lead Director.

 

Skills and Experience

 

Capital Markets, Finance and financial literacy, Corporate Strategy, Corporate Governance, Executive Compensation related experience – member of the Institute of Corporate Directors, has attended seminars on Executive Compensation and sat on numerous public company compensation committees for other mining companies

 

Board/Committee Membership(s)   Attendance* (2019)
Board (Chairman)   9 of 9     100 %
Corporate Governance and Nominating Committee (Chair)   7 of 7     100 %
Audit Committee   4 of 4     100 %

 

*Mr. Nixon, as a guest, attended committee meetings in addition to the Corporate Governance and Nominating Committee. In total, Mr. Nixon attended 29 of 29 standing committee and Board meetings.

 

Securities Held

 

Date   Options     Warrants     Common Shares     Total Value of Common Shares  
As at Dec. 31, 2019     480,000       Nil       185,000       $114,700 (1)
As at March 30, 2020     480,000       Nil       185,000       $87,875 (2)

 

(1) Calculated using the closing price of the Company’s shares on the TSX on December 31, 2019, which was $0.62.

(2) Calculated using the closing price of the Company’s shares on the TSX on March 30-, 2020 which was $0.475.

 

13

 

Stephen Quin
British Columbia, Canada
  Age: 60
Director and Officer since February 22, 2011
Independent: No

 

Mr. Quin has served as the Company’s President & CEO and a Director since the inception of the Company in February 2011. Prior to joining Midas Gold, Mr. Quin was president of Capstone Mining Corp. from November 22, 2008 until December 31, 2010 (and COO of same from November 22, 2008 until May 20, 2010) and, prior to that, President and CEO of Sherwood Copper Corp. from September 1, 2005 until November 2008 when Sherwood combined with Capstone. Prior to Sherwood, Mr. Quin spent 18 years in various positions with Miramar and was Executive Vice President of Miramar Mining from January 11, 1994 until 2005. Mr. Quin is a graduate of the Royal School of Mines, London, with a B.Sc. (Honours) in Mining Geology and has 39 years’ experience in the mining industry. In addition to his roles with Midas Gold, Mr. Quin serves as a non-executive director of Chalice Gold Mines Limited and Kutcho Copper Corp. and has served on the boards of directors of various operating, development and exploration companies.

 

Skills and Experience

 

Geology and Exploration, Mineral Reserves and Resources, Government Relations, Human Resources and Compensation, Corporate Governance, Environment, Workplace Health & Safety, Feasibility Studies, Mine Development and Operations, Shareholder Communications, Financial Reporting, Corporate Development and General Corporate Affairs.

 

Board/Committee Membership(s)   Attendance* (2019)
Board   9 of 9     100 %
Environment, Health and Safety Committee   4 of 4     100 %

 

* Mr. Quin, as a guest, also attended committee meetings in addition to the Environment, Health and Safety Committee. In total, Mr. Quin attended 29 of 29 standing committee and Board meetings.

 

Securities Held

 

Date   Options     Warrants     Common Shares     Total Value of Common Shares  
As at Dec. 31, 2019     2,510,000       Nil       1,422,303       $881,828 (1)
As at March 30, 2020     2,510,000       Nil       1,422,303       $675,594 (2)

 

(1) Calculated using the closing price of the Company’s shares on the TSX on December 31, 2019, which was $0.62.

(2) Calculated using the closing price of the Company’s shares on the TSX on March 30, 2020 which was $0.475.

 

14

 

Javier Schiffrin
New York, USA
  Age: 45
Director since March 21, 2018
Independent: No

 

Mr. Schiffrin is a Senior Vice President at Paulson & Co. Inc., with a focus on distressed debt investments and restructurings. Prior to that he was an Executive Director & Restructuring Specialist at Macquarie Capital, and a Restructuring Attorney at Kirkland & Ellis. He is a graduate of McGill University, where he earned a Bachelor of Arts, First Class Honors; and Columbia Law School where he earned a Juris Doctorate and was a James Kent Scholar. Mr. Schiffrin holds both US and Canadian citizenship. Mr. Schiffrin serves as Paulson & Co.’s nominee under the Paulson Investor Rights Agreement.

 

Skills and Experience

 

Investment Analysis and Portfolio Management, Corporate Bankruptcy Law, Corporate Finance.

 

Board/Committee Membership(s)   Attendance (2019)
Board   9 of 9     100 %
Environment, Health & Safety Committee   4 of 4     100 %

 

Securities Held

 

Date     Options       Common Shares       Total Value of Common Shares  
As at Dec. 31, 2019     Nil       Nil       Nil  
As at March 30, 2020     Nil       Nil       Nil  

 

To the knowledge of the Company, except as disclosed herein, no proposed director:

 

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,

 

(i) was subject, while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such company, of a cease trade or an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an "Order"); or

 

(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

 

(b) is, as at the date of the Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

(c) has, within the 10 years before the date of the Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

 

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

 

(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

 

15

 

Stephen Quin was a director of Mercator Minerals Ltd. ("Mercator") when it filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada) (the "BIA") on August 26, 2014. Mr. Quin ceased to be a director of Mercator on September 4, 2014. Pursuant to section 50.4(8) of the BIA, Mercator was deemed to have filed an assignment in bankruptcy on September 5, 2014 as a result of allowing the ten-day period within which Mercator was required to submit a cash flow forecast to the Official Receiver to lapse.

 

Marcelo Kim and Javier Schiffrin, who are Director nominees of Paulson pursuant to an investor rights agreement dated March 17, 2016 (the “Paulson Investor Rights Agreement”) entered into by the Company in connection with the March 2016 Financing of the Convertible Notes (see “Principal Holders of Voting Shares” above) under which Paulson has, among other rights, the right to designate two nominees to the Board so long as Paulson owns 20% or more of the outstanding Common Shares (calculated on a fully-diluted basis). The Paulson Investor Rights Agreement was subsequently amended in 2018 and in March 2020, the latter amendment providing for a Paulson nominee to also be Chair of the Company.

 

In March 2020, Barrick Gold advised that they would not be exercising its right to nominate a director in accordance with its Investor Rights Agreement at the Company’s upcoming Annual General meeting, and had no objection to their current nominee, Jaimie Donovan, continuing as an independent director of the Company.  After due consideration by the Corporate Governance and Nominating Committee and taking into account Jaimie Donovan’s valuable contributions to the Company over the past year and her extensive technical knowledge and experience, the Board asked Jaimie Donovan if she would be willing to continue as a management nominee, to which she consented.  As a result, Jaimie Donovan is proposed as a management nominee for re-election to the Board.

 

Other than the above, no other proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity. For further details on the Paulson Investor Rights Agreement and the Barrick Investor Rights Agreement, please see the Company’s news release dated March 3, 2016 and May 9, 2018, respectively, on the Company’s website at www.midasgoldcorp.com and filed under the Company’s profile at www.sedar.com.

 

APPOINTMENT OF AUDITOR

 

Deloitte LLP ("Deloitte"), Chartered Professional Accountants, of Vancouver, British Columbia, is the auditor of the Company and was first appointed on September 12, 2011. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of Deloitte as the auditor of the Company to hold office for the ensuing year at a remuneration to be fixed by the Directors.

 

The aggregate fees billed by Deloitte in the 12-month periods ended December 31, 2018 and December 31, 2019 were as set out below.

 

12 Months Ended   Audit Fees (1)     Audit Related Fees (2)     Tax Fees   All Other Fees
December 31, 2019   $ 105,00     $ 55,000     Nil   Nil
December 31, 2018   $ 53,500       Nil     Nil   Nil

 

(1) Audit Fees relate to the audit of the Corporation’s annual Financial Statements and the review of the Corporation’s quarterly interim Financial Statements. In 2018, quarterly interim Financial Statements were not reviewed.

 

(2) Audit Related Fees relate to services performed by the auditor in their review of documents that include or refer to their independent auditor’s report.

 

The Company’s Audit Committee has adopted a pre-approval policy with respect to audit services, audit-related services and permitted non-audit services.

 

16

 

STATEMENT OF EXECUTIVE COMPENSATION

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Committee

 

The Board is responsible for ensuring the Company’s total compensation strategy is aligned with the Company’s performance and shareholder interests and equitable for participants. To assist with this, the Board maintains a compensation committee (the "Compensation Committee") which as at the date of this Circular, consists of three independent directors, Keith Allred (Chairman), Brad Doores and Donald Young and one non-independent director, Marcelo Kim. The skills and experience in relation to executive compensation of the members of the Compensation Committee are outlined under the section "Election of Directors" above.

 

The Compensation Committee’s objective is to support and advise the Board in respect of its oversight responsibility by focusing on the Company’s approach to Board and executive compensation plus the use of equity generally across the Company. Further detail on the role of the Compensation Committee is set out in the Compensation Committee Mandate, the text of which is attached as Appendix IV to this Information Circular.

 

The Compensation Committee is responsible for reviewing the salary levels for each of the Company's "Named Executive Officers" or "NEOs" (as defined below) and other senior executives on a regular basis. It may consider independent salary surveys as well as informal surveys prepared by the Company which are specific to mining and exploration companies. The Compensation Committee reviews the performance of senior executive officers with the President and CEO and, in an in-camera session without the President & CEO present, reviews the performance of the President & CEO. In evaluating the performance of the Company’s executives for the award of bonuses or long-term incentive compensation, the Compensation Committee reviews the achievement of project specific goals included in the Company’s plans such as prospect identification, drill programs, progress on scoping, prefeasibility or feasibility studies on projects and the advancement of projects to development. In addition, corporate objectives such as successful capital-raising, peer benchmarking (as further discussed below) and market performance are considered. To ensure the Compensation Committee is fully informed when making compensation decisions, the Compensation Committee may seek external advice, as required, on compensation policies and practices (see "Compensation Consultants" below).

 

With regard to the objectives of the Company's compensation program and strategy, the Company has adopted the following principles in its compensation framework:

 

a) The Board seeks to set aggregate compensation at a level which provides the Company with the ability to attract and retain directors and executives of the highest calibre, while incurring a cost which is acceptable to shareholders and appropriate for the Company’s size; and

 

b) Directors’ and executives’ interests need to be aligned with the creation of shareholder value and the Company’s performance by:

 

i. Providing fair, consistent and competitive compensation and rewards to attract and retain high calibre employees;

 

ii. Ensuring that total compensation is competitive with its peers by market standards;

 

iii. Incorporating in the compensation framework both short and long-term incentives linked to the strategic goals and performance of the individuals and the Company and shareholder returns;

 

iv. Demonstrating a clear relationship between individual performance and compensation; and

 

v. Motivating employees to pursue and achieve the long-term growth and success of the Company.

 

17

 

Whilst objective criteria described in item (b) above are the basis of the compensation framework of the Company, the Directors, at their discretion, may also adopt additional compensation principles that are subjective in nature.

 

When making compensation decisions in relation to the NEOs, the Compensation Committee looks at the compensation of the NEOs relative to the compensation paid to similarly situated executives at companies that the Compensation Committee considers to be peers of the Company. A benchmark group (the "Benchmark Group") is determined by screening and selecting publicly-traded companies in the same general industry (exploration and development companies) and on the basis of comparable size of operations and market capitalization (see further discussion below). The Company aims to compensate employees, including NEOs, through a base salary that is generally in line with the median of the Company’s peer group, but the Board has the discretion to pay above this to attract and retain key employees in achieving the Company’s strategic goals, and in order to address exceptions where there are employees in dual-role positions.

 

The Compensation Committee reviews the composition of the Benchmark Group periodically to ensure that companies are relevant for comparative purposes, monitors the benchmark group to assess its appropriateness as a source of competitive compensation data, and adds or removes companies as appropriate. The Compensation Committee established the Company's Benchmark Group for the 2019 review and it was comprised of the following companies at the time the review was conducted:

 

· Barkerville Gold Mines Ltd. · Josemaria Resources Inc.  (NGEX)
· Belo Sun Mining Corp. · Liberty Gold Corp.
· Bonterra Resources Inc. · Lumina Gold Corp.
· Chesapeake Gold Corp. · Marathon Gold Corporation
· Corvus Gold Inc. · Maya Gold & Silver Inc.
· Filo Mining Corp. · Orezone Gold Corporation
· First Mining Gold Corp · Orla Mining Ltd.
· Gabriel Resources Ltd. · Polymet Mining
· Gold Standard Ventures Corp. · Pure Gold Mining Inc.
· Goldmining Inc. · Sabina Gold & Silver Corp.
· Harte Gold Corp. · Victoria Gold Corp.

 

To qualify, a comparator company should be reasonably similar to Midas Gold in terms of criteria such as the following:

 

· are similar in terms of current and planned stage of evolution (i.e. be at the advanced exploration stage or have a project at the pre-development stage or possibly with a project under development); and,

· have a market capitalization within the broad range of 50% to 200% of Midas Gold’s market capitalization.

 

The Compensation Committee believes these companies in the Benchmark Group were, at the time of the review, appropriate for purposes of the Company’s targeted compensation comparison because these companies are likely to compete with the Company for executive talent; the CEO position at such comparators is similar to the position occupied by the Company’s President & CEO; the companies are within the same general industry; and the companies are considered by the Compensation Committee to be within an acceptable market capitalization range when compared to the Company.

 

18

 

Compensation Program Components

 

The compensation program of the Company is comprised of four components, each of which is further described below:

 

1. Annual Base Salary;
2. Extended Benefits Plan;
3. Short Term Incentive Plan; and
4. Long Term Incentive Plan.

 

Annual Base Salary

 

The Company compensates employees, including NEOs, through a base salary that is generally in line with the median of the Company’s Benchmark Group (see discussion above), but the Board has the discretion to pay above this level to attract and retain key executives in achieving the Company’s strategic goals, and in order to address certain exceptions, such as where there are persons in dual-role positions. An annual performance review is undertaken with all employees focusing on their performance against their job description, the adequacy of their job description and the whether any changes to base salary is required based on changes in role or responsibility.

 

Extended Benefits Plan

 

The Company offers all executives (and other employees) an extended benefits plan that includes the following components:

 

1. Life Insurance;
2. Dependent Life Insurance;
3. Accidental Death & Dismemberment;
4. Long Term Disability (Canada only and employee paid);
5. 401(k) Plan (US only, employee and Company contributions);
6. Basic Health Care;
7. Extended Health Care; and
8. Dental Benefits

 

Short-Term Incentive Plan

 

The Company incentivizes employees on an annual basis through a Short-Term Incentive Plan ("STIP"). The STIP is performance-based and considers, the Company’s performance as a whole as well as the individual’s performance.

 

A target percentage is determined at the commencement of employment and reviewed on an annual basis through the annual performance review process.

 

The potential target incentive percentages with regard to the NEOs and certain other employees under the STIP were as follows:

 

Position   STIP as % of Annual
Salary
  Corporate
Objectives
    Individual
Objectives
 
President & CEO   65%     100 %     0 %
COO & MGII President   40%     80 %     20 %
CFO and Vice Presidents   35%     80 %     20 %
Managers   20% - 35%     70 %     30 %

 

19

 

Company’s Performance

 

On an annual basis, the Board approves a set of corporate objectives that are communicated to all employees, with measurable targets and a percentage allocation to each objective. Each such objective is allocated a percentage of the overall measure of corporate performance. At the commencement of 2019, the Company approved nine corporate objectives. In general, the objectives for 2019 can be summarized as follows:

 

1. Regulatory Approval

 

· Advance the EIS and regulatory approval of the Stibnite Gold Project as laid out in the Plan of Restoration and Operations or subsequently modified, including various other federal and state permits.

 

2. Social licence

 

· Continue to expand and illustrate to the public and to stakeholders the social licence to advance the Project in a manner that leads to timely completion of the NEPA review and regulatory approval, while investing in key constituencies.

 

3. Feasibility Study

 

· Optimize and de-risk the Project through to completion of a feasibility study to define a commercially attractive operation hand in hand with the permitting process.

 

4. Basic & Detailed Engineering

 

· Undertake basic and detailed engineering for components of the Project required to (a) Support permitting and regulatory approval and (b) Advance the Project towards a construction decision.

 

5. Safety & Environment

 

· Complete the above in a safe and environmentally sustainable manner.

 

6. Value for Shareholders

 

· Communicate Project progress to shareholders and investors generally, to ensure that progress translates into value for shareholders.

 

7. Management Effectiveness

 

· Continue to develop an efficient, effective and collaborative management structure.

 

8. Cost Effectiveness

 

· Accomplish all of this in a cost-effective manner.

 

9. Funding

 

· Ensure adequate, and anticipate sufficient, funding to meet the Company’s needs.

 

The Company’s actual performance is assessed by the Board and a percentage may be approved for allocation to the Company’s component of annual bonuses. The Board then factors the estimated performance for each objective achieved in accordance with the following scale in order to determine the net score:

 

Performance factor

120%

100%

75%

50%

25%

Performance Level Achieved

Results are extraordinary

Results well beyond those expected

Results satisfactory, objective adequately met

Met most, but not all, aspects of the objective

Met adequate portion of aspects of the objective

 

Where circumstances beyond the Company’s control affect the achievement of an objective, the Board considers amending objectives throughout the year should the need arise.

 

20

 

Individual Performance

 

Individual performance against job description and individual performance objectives was reviewed in Q1 2019 for all employees. Where an exceptional contribution to the Company’s performance was recognized, some adjustments to STIP payments are made.

 

Overall STIP Determination

 

Once the Company’s performance against corporate objectives and exceptional individual performance against the Company’s objectives has been assessed, the President & CEO makes a recommendation, inclusive of percentages and dollars to be paid, for all NEOs (excluding the President & CEO), as well as other employees, to the Compensation Committee for its approval and recommendation to the Board. The Compensation Committee and the Board consider the overall quantum of the potential bonus allocations in light of the Company’s available funding and may, at its sole discretion, choose to adjust the amount to be paid out under the STIP.

 

Long-Term Incentive Plan

 

The Company incentivizes employees, including NEOs, on a long-term basis through a Long-Term Incentive Plan ("LTIP"), which is currently comprised of the granting of stock options. The objectives of the LTIP are to:

 

1. Align employee incentives with personal performance individually as well as the Company’s performance as a whole;
2. Balance the short term with the long-term corporate focus; and
3. Assist in attracting and retaining high-calibre employees by providing an attractive long-term retention tool that builds an ‘ownership of the Company’ mindset.

 

Midas Gold’s LTIP targets a grant of 1.75% of the issued share capital of the Company on an annual basis, with employees allocated to tiers or bands based on their position within the Company. Grants outside of this guidance may be made (a) to recognize exceptional performance and/or (b) as a hiring incentive for new employees where it is deemed to be in the Company’s best interest to have an employee with a higher starting stock option position than just the normal annual grant level.

 

The Compensation Committee has the responsibility to administer the compensation policies related to the executive management of the Company, including the LTIP.

 

Stock Option Plan

 

Under the LTIP, the Board has the discretion to make annual awards of employee stock options to directors, executives, employees and consultants.

 

Based on the stage of development of the Company, the Compensation Committee has concluded that it is appropriate for the LTIP to take the form of employee incentive stock options. The stock option plan, attached hereto as Schedule “A” (the “Stock Option Plan”), does not have a fixed maximum number of securities issuable upon the exercise of options, but rather provides that the maximum number of Common Shares which may be made subject to options at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis. The Stock Option Plan is considered an "evergreen" plan, since the Common Shares covered by options which have been exercised shall be available for subsequent grants under the Stock Option Plan, and the number of options available to grant increases as the number of issued and outstanding Common Shares of the Company increases.

 

As of the date of this Information Circular, based upon the number of Common Shares issued and outstanding (271,541,996 Common Shares) and the number of currently outstanding options (22,553,500 options, which represents 8.3% of the Common Shares) the Company could grant options under the Stock Option Plan to purchase up to an additional 4,600,700 Common Shares, bringing the total to 10% of the issued and outstanding Common Shares., bringing the total to 10% of the issued and outstanding Common Shares.

 

21

 

Specific details regarding the Stock Option Plan are provided below:

 

  As at December 31, 2019   As at March 30, 2020  
    Number     Percent     Number     Percent  
Common Shares Outstanding     271,125,496       100 %     271,541,996       100 %
Maximum Options Available (10%)     27,112,549       10 %     27,154,200       10 %
Outstanding options     19,726,250       7.3 %     22,553,500       8.3 %
Remaining Options     7,386,299       2.7 %     4,600,700       1.7 %

 

Under the policies of the TSX in relation to "evergreen" stock option plans, within three years after institution and within every three years thereafter, the Company must obtain security holder approval for the unallocated entitlements available under the Stock Option Plan in order to continue to grant awards. The Company received approval from securityholders for the Stock Option Plan at its 2017 Annual General Meeting and is seeking approval again at its 2020 Annual General Meeting.

 

The purpose of the Stock Option Plan is to promote the profitability and growth of the Company by facilitating the efforts of the Company and its subsidiaries to obtain and retain key individuals. The Stock Option Plan provides an incentive for and encourages ownership of the Company's Common Shares by key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Company's Common Shares. The Stock Option Plan is used by the Company as an aid in attracting, retaining and encouraging employees and Directors due to the opportunity offered to them to acquire a proprietary interest in the Company.

 

A description of the material terms of the Stock Option Plan is provided below under the heading "Description of the Stock Option Plan." Please also see the column entitled "Option-Based Awards" in the Summary Compensation Table for further details with regard to stock options in relation to the NEOs for the most recently completed financial year.

 

Description of the Stock Option Plan

 

The following is a summary of certain key terms of the Stock Option Plan for reference purposes only. A full copy of the Stock Option Plan is attached as Schedule “A” of the Information Circular.

 

Eligibility - Employees, officers and Directors, and consultants of the Company (collectively, "participants") are eligible to receive options under the Stock Option Plan.

 

Determination of Recipients and Terms - The Compensation Committee, based on a recommendation from the President and CEO, determines the participants to whom options are granted, the number of Common Shares to be made subject to and the expiry date of each option granted to each participant and the other terms of each option, including any vesting provisions that may be applicable, all such determinations to be made in accordance with the terms and conditions of the Stock Option Plan, and the Compensation Committee may take into consideration the present and potential contributions of and the services rendered by the particular participant to the success of the Company and any other factors which the Compensation Committee deems appropriate and relevant, including previous grants. All recommended stock option grants are then approved by the Company’s Board. Each option is evidenced by a stock option agreement containing terms and conditions consistent with the provisions of the Stock Option Plan. No participant who is a Director can vote on any motion granting any option to such Director.

 

22

 

Number of Common Shares - The Stock Option Plan provides that the maximum number of Common Shares which may be made subject to options under the Stock Option Plan at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis (subject to adjustment with respect to capital changes in accordance with the terms of the Stock Option Plan). In addition, the maximum number of Common Shares which, together with Common Shares subject to all other security-based compensation arrangements of the Company (within the meaning of the policy on security-based compensation arrangements of the TSX) with such participant(s), may be:

 

a) reserved for issue to participants who are insiders shall not exceed 10% of the number of Common Shares then outstanding;

b) issued to participants who are insiders within a one-year period shall not exceed 10% of the number of Common Shares then outstanding;

c) issued to any one participant who is an insider and the associates of such participant within a one-year period shall not exceed 5% of the number of Common Shares then outstanding; and

d) reserved for issue to any one participant shall not exceed 5% of the number of Common Shares then outstanding.

 

For purposes of paragraphs (a) through (d) above, the number of Common Shares then outstanding means the number of Common Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable option, excluding Common Shares issued pursuant to share compensation arrangements over the preceding one-year period. If options are exercised, or are surrendered, terminate or expire without being exercised in whole or in part, the Common Shares which were the subject of such options may again be made subject to an option.

 

Exercise Price - The exercise of an option under the Stock Option Plan is determined by the Directors at the time the option is granted, provided that such price can be not less than the market price (being the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the date of grant) as of the date of the grant of such option.

 

Cashless Exercise - The Stock Option Plan contains a cashless exercise feature whereby an option that is eligible for exercise may be exercised on a cashless basis instead of a participant making a cash payment for the aggregate exercise price of the options. When a participant elects the cashless exercise of options by providing the prescribed form of notice of cashless exercise to the Company specifying the number of options to be exercised for cash, the exercise price of the options is advanced by an independent brokerage firm, the advance is deducted from the proceeds of sale of the Common Shares issued on exercise, and the remaining proceeds or Common Shares are paid to the participant after deducting any withholding tax or other withholding liabilities.

 

Term and Expiry Dates - The maximum term of options granted under the Stock Option Plan is 10 years. The expiry date of an option is the later of: a specified expiry date and, where a blackout period is self imposed by the Company and the specified expiry date falls within, or immediately after, the blackout period, the date that is 10 trading days following the end of such blackout period. Should an option expire immediately after a blackout period self imposed by the Company, the blackout expiration term will be reduced by the number of days between the option expiration date and the end of the blackout period.

 

Termination of Options – In the event if a participant dies, the option is exercisable by the person(s) to whom the rights of the participant shall pass for a period of one year from the date of the participant’s death or prior to the expiration of the original term of such option, whichever is sooner, to the extent that participant was entitled to exercise the option at such time, subject to the provisions of any employment contract. All options held by a participant whose office or employment is terminated for cause cease to be exercisable as of the date of such termination. If a participant ceases to be eligible under the Stock Option Plan for any reason other than for cause or by virtue of death, options can be exercised by such participant for a period of 30 days or prior to the original expiry date of the option, whichever is sooner, subject to the provisions of any employment contract.

 

23

 

Stock Appreciation Rights - The Stock Option Plan includes a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised.

 

Capital Changes, Corporate Transactions, Take-Over Bids and Change of Control – The Stock Option Plan contains provisions for the treatment of options in relation to capital changes and with regard to amalgamations, consolidations or mergers. The Stock Option Plan provides that if the Company is subject to a bona-fide take-over bid or a change of control (as defined therein) occurs, all Common Shares subject to options immediately become vested and may thereupon be exercised in whole or in part by a respective participant and that the Directors may accelerate the expiry date of outstanding options in connection with such take-over bid.

 

Amendment – Any amendment, modification, or change of any provision of the Stock Option Plan is subject to the approval, if required, by any regulatory body having jurisdiction. The Stock Option Plan permits the Directors to amend, modify and change the provisions of an option or the Stock Option Plan without obtaining approval of shareholders in the following circumstances:

 

a) changes of a clerical nature;

b) changes to the vesting provisions of options or the Stock Option Plan;

c) changes to the termination provisions of an option or the Stock Option Plan which do not entail an extension beyond the original expiry date of the option or the Stock Option Plan;

d) the addition of a cashless exercise feature payable in cash or securities, provided that such feature provides for the full deduction of the number of Common Shares from the number of Common Shares reserved under the Stock Option Plan;

e) any other amendments of a non-material nature which are approved by the TSX; and

f) amendments deemed by the Board to be necessary or advisable because of any change in applicable securities laws or other laws.

 

Under the Stock Option Plan, the Directors are not, however, permitted to amend the exercise price of any option issued under the Stock Option Plan where such amendment reduces the exercise price of such option, and the Stock Option Plan further provides that all amendments, modifications, or changes not outlined immediately above shall only be effective upon approval of the shareholders of the Company.

 

Assignability – No rights under the Stock Option Plan and no option awarded pursuant to it are assignable or transferrable by any participant other than pursuant to a will or by the laws of descent and distribution.

 

Termination of Plan – The Stock Option Plan may be terminated at any time by the Directors. Notwithstanding any such termination, any option outstanding under the Stock Option Plan remains in effect until such option has been exercised, has expired, has been surrendered to the Company or has been terminated.

 

Burn Rate – The Stock Option Plan burn rate for each of the three most recently completed fiscal years is set out below:

 

Stock Option Plan  
Year End     Options Granted     Weighted Average
Shares Outstanding
    Burn Rate(1)(2)  
2019       5,760,000       254,627,960       2.3 %
2018       5,220,000       216,893,422       2.4 %
2017       4,512,500       184,009,046       2.5 %

 

(1) Annual burn rate is expressed as a percentage and is calculated by dividing the number of securities granted under the plan by the weighted average number of securities outstanding for the applicable fiscal year.

 

(2) The annual burn rate has been somewhat higher than planned in each of the past three years due to the timing of option grants that are based on actual shares issued at that time vs. the weighted averages for the year, plus a limited number of specific performance-related grants to certain individuals.

 

24

 

Compensation Consultants

 

No compensation consultant or advisor has, at any time since the beginning of the Company's most recently completed financial year, been retained to assist the Board or Compensation Committee in determining compensation for any of the Company's Directors and executive officers. On an annual basis the Company conducts an in-house review of the publicly available compensation paid to NEOs of the Benchmark Group. The Compensation Committee met in February 2020 to consider the results of the 2019 peer review and concluded that there would be no general adjustment to the compensation framework for NEOs, but some individual’s compensation was adjusted as a result of the peer review.

 

Compensation Risk Considerations

 

The Board considers the implications of the risks associated with the Company’s compensation policies and practices when determining rewards for its officers and Directors.

 

In order to assist the Board in fulfilling its oversight responsibilities with respect to risk management in terms of the Company’s compensation structure, the Compensation Committee reviews, on at least an annual basis, the Company’s compensation policies and practices. As part of such review process, the Compensation Committee endeavours to identify any practices that may encourage a Director, officer or employee to expose the Company to unacceptable or excessive risk.

 

Executive compensation is comprised of both short-term compensation in the form of a base salary, and the STIP (i.e. incentive cash bonuses) and LTIP (i.e. grants of incentive stock options). This structure ensures that a significant portion of executive compensation is both long-term and "at risk" and, accordingly, is directly linked to the achievement of business results and the creation of long term shareholder value.

 

As discussed above under the heading "Description of the Stock Option Plan", the Board also has the ability to set out vesting periods in each stock option agreement. As the benefits of such long-term compensation would not be realized by officers and Directors until a significant period of time has passed, the ability of such persons to take inappropriate or excessive risks that are beneficial to their personal compensation at the expense of the Company and the shareholders is limited. Furthermore, all elements of executive compensation are discretionary in nature. As a result, it is unlikely an officer would take inappropriate or excessive risks at the expense of the Company or the shareholders that would be beneficial to his/her short-term individual compensation when their long-term compensation might be put at risk from such actions.

 

Due to the relatively small size of the Company and its current management group, the Board is also able to closely monitor and consider any risks which may be associated with the Company’s compensation policies and practices. Risks, if any, may also be identified and mitigated through regular Board meetings during which financial and other information of the Company is regularly reviewed.

 

The Compensation Committee currently believes that the Company's compensation policies do not encourage NEOs or individuals at principal business units or divisions of the Company to take inappropriate or excessive risks. The Company's compensation policies are structured such that there are generally restrictions on the maximum payout of the variable components of compensation as a percentage of salary in relation to performance bonuses and as maximum number of Common Shares issuable pursuant to an option granted under the Stock Option Plan.

 

25

 

The following components of the Company's compensation framework are specifically designed to mitigate against compensation-related risks:

 

· The Stock Option Plan provides that the maximum number of Common Shares which may be made subject to options under the Stock Option Plan at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis.

· Vesting periods under the Stock Option Plan are generally in four equal installments over a three-year period from the date of grant.

· Bonus payments to a NEO in any given year are capped as a maximum percentage of base salary, as described in the "Short Term Incentive Plan - Overall STIP Determination" section, above.

· Bonus payments are generally derived from performance against pre-approved annual objectives for both the Company and the individuals (except the President & CEO, who is only assessed against corporate objectives).

 

As of the date of this Information Circular, no risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

 

Financial Instruments

 

The Company has not adopted a formal policy prohibiting Named Executive Officers or Directors from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities of the Company granted as compensation or held, directly or indirectly, by such Named Executive Officers or Directors. As of the date of this Information Circular, the Company is not aware of any Named Executive Officer or Director having entered into such type of transaction.

 

Share Performance Graph

 

The following graph and table illustrates the Company’s cumulative (to December 31, 2019) shareholder return based on a $100 investment (since December 31, 2014) in the Company’s Common Shares compared to the cumulative return on a comparable investment in the S&P/TSX Composite Index and the Market Vectors Junior Gold Miners ETF ("GDXJ") for the same period, ended December 31, 2019, each such index as published by the TSX.

 

The year-end values of each index investment are based on share appreciation plus dividends paid in cash, with the dividends reinvested on the date they were paid (there have been no dividends paid in relation to the Common Shares). The calculations exclude trading commissions and taxes. Total shareholder returns from each investment can be calculated from the year-end investment values shown in the following graph.

 

26

 

TOTAL SHAREHOLDER RETURN COMPARISON
(Based on an initial investment of $100 on December 31, 2014 to December 31, 2019)

 

 

 

As previously noted, the Compensation Committee considers various factors in determining the compensation of the Named Executive Officers and Common Share performance is one performance measure that is reviewed and taking into consideration with respect to executive compensation. As a gold exploration company, the price of the Common Shares can be impacted by the market price of gold, which can fluctuate widely and be affected by numerous factors that are beyond the Company’s control. General and industry-specific market and economic factors may also affect the price of the Common Shares While share price performance is only a minor factor in overall executive compensation, over the past five years, the cash compensation paid to Named Executive Officers has been relatively consistent, while the trend in share price over the same time period has been upward, albeit with significant annual variability. Equity based compensation granted to Named Executive Officers is affected by the number of options granted and the share price at the time of the grant which has resulted in significant variability over the past five years.

 

Share-based and Option-Based Awards

 

The process that the Company uses to grant option-based awards to executive officers is disclosed elsewhere in this Information Circular, including under "Stock Option Plan" and "Description of the Stock Option Plan" above.

 

Compensation Governance

 

The Company has a Compensation Committee, which is further described under the heading "Compensation Discussion and Analysis – Compensation Committee" above and under the sub-section "Compensation of Directors and Officers" under the heading "Corporate Governance Disclosure" below.

 

SUMMARY COMPENSATION TABLE

 

The following table (presented in accordance with National Instrument Form 51-102F6 - Statement of Executive Compensation) sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years of the Company in respect of each of the individuals comprised of persons acting as the Chief Executive Officer and the Chief Financial Officer for all or any portion of the most recently completed financial year, and each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, and each individual who would have satisfied these criteria but for the fact that individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of the most recently completed financial year (collectively the "Named Executive Officers" or "NEOs").

 

27

 

                  Non-Equity Incentive Plan
Compensation ($)
             

NEO Name and

Principal Position

  Year  

Salary

($)(1)

  Share-Based
Awards ($)
  Option-Based
Awards ($)
(2)
  Annual
Incentive Plans
    Long-term
Incentive Plans
 

Pension Value

($)(3)

  All Other
Compensation ($)
  Total
Compensation ($)
(1)
 
Stephen Quin,     2019     332,500 (4) Nil     385,361     Nil (5)     Nil     Nil     Nil     717,861  
President and     2018     320,000   Nil     94,517     Nil (5)     Nil     Nil     Nil     414,517  
CEO     2017     320,000   Nil     183,389     Nil (5)     Nil     Nil     Nil     503,389  
Laurel Sayer,     2019     290,796   Nil     256,977     77,212     Nil     11,366     Nil     636,351  
MGII President (6)     2018     278,662   Nil     63,554     75,815     Nil     12,015     Nil     430,046  
      2017     279,070   Nil     115,273     63,999     Nil     11,163     Nil     469,505  
John Meyer, VP     2019     271,999   Nil     117,885     63,003     Nil     12,235     Nil     465,122  
Development     2018     265,701   Nil     50,517     63,300     Nil     10,628     Nil     390,146  
      2017     266,090   Nil     91,695     52,835     Nil     10,644     Nil     421,263  
Michael Bogert,     2019     271,999   Nil     117,885     63,384     Nil     10,880     Nil     464,148  
MGII General Counsel (7)     2018     96,871   Nil     325,532     Nil     Nil     1,329     181,454     605,185  
Darren Morgans,     2019     216,833 (8) Nil     192,681     50,686     Nil     Nil     Nil     460,200  
CFO     2018     220,000   Nil     50,517     47,965     Nil     Nil     Nil     318,482  
      2017     220,000   Nil     91,695     42,926     Nil     Nil     Nil     354,621  

 

(1) All compensation amounts awarded, earned, paid, or payable are reflected in Canadian Dollars, Ms. Sayer. Mr. Meyer and Mr. Bogert’s compensation is paid in USD and have been translated at the average exchange rate for the relevant year.
(2) The Company used the Black-Scholes model as the methodology to calculate the grant date fair value, and relied on the following the key assumptions and estimates for each calculation: expected dividend yield 0% (2018- 0% and 2017 – 0%), expected stock price volatility 64% (2018 – 64% and 2017 – 66%) weighted average risk free interest rate 1.8% (2018 – 2.1% and 2017 – 1.2%), and expected life of options of 5 years (2018 – 5 years and 2017 – 5 years). The Company chose this methodology as it is the standard for exploration companies in Canada and has been consistently applied by the Company for valuing option based awards by the Company since inception.
(3) Ms. Sayer, Mr. Meyer and Mr. Bogert received contributions from the Company to their 401(k) plans.
(4) Mr. Quin’s salary was increased on March 1, 2019 to $335,000.
(5) Mr. Quin’s performance evaluation for 2019, 2018 and 2017 resulted in the board approving amounts of $98,131, $123,677 and $98,004 respectively under the annual incentive plan; however, Mr. Quin elected to forgo all of his proposed annual incentive bonus payments. In 2019, 2018 and 2017 the Company elected to donate the amount forgone by Mr. Quin to a charity in the Company’s name.
(6) Ms. Sayer was appointed as President & CEO of Midas Gold Idaho, Inc. (“MGII”, a wholly owned subsidiary of Midas Gold Corp) on September 20, 2016. Immediately prior to such appointment, Ms. Sayer was a director of Midas Gold Corp. The above compensation only relates to Ms. Sayer’s capacity as an executive.
(7) Mr. Bogert was appointed as General Counsel of Midas Gold Idaho, Inc. (“MGII”, a wholly owned subsidiary of Midas Gold Corp) on August 31, 2018. Immediately prior to such appointment, Mr. Bogert was a director of Midas Gold Corp. The above compensation only relates to Mr. Bogert’s capacity as an executive. Mr. Bogert received a signing bonus of $181,454 upon his appointment, accordingly Mr. Bogert declined to be eligible for an annual performance bonus for 2018.
(8) Mr. Morgans’ salary was increased on March 1, 2019 to $235,000 (“Full-Time Salary”) and on September 1, 2019 was reduced to $188,000 (“Part-Time Salary”) to reflect 20% of Mr. Morgans role being transitioned to Idaho based staff and Mr. Morgans’ now spending 80% of his time performing his original role.

 

28

 

The compensation paid to each of the above NEOs is pursuant to the terms of their respective employment agreements, which are set forth in more detail below in the subsection “Termination and Change of Control Benefits”.

 

Incentive Plan Awards

 

Named Executive Officers are eligible for grants of stock options under the Company’s LTIP though the Stock Option Plan. For details of the Company’s LTIP and Stock Option Plan, see "Long Term Incentive Plan" and "Stock Option Plan" above.

 

The Company does not currently have an equity award plan that provides compensation based on achievement of certain performance goals or similar conditions within a specified period, or a share-based award plan under which equity-based instruments that do not have option-like features, can be issued.

 

Outstanding Share-Based Awards and Option-Based Awards

 

The following table sets forth information concerning all awards outstanding at the year ended December 31, 2019, including awards granted before the most recently completed financial year, to each of the Named Executive Officers:

 

    Option-Based Awards   Share-Based Awards

Name

 

Number of

Securities

Underlying

Unexercised

Options

(#) (1)

 

Option

Exercise

Price

($)

   

Option Expiration

Date 

 

Value of

Unexercised

In-The-

Money

Options (2)

($)

   

Number of

Shares or

Units Of

Shares

That Have

Not

Vested

(#)

 

Market or

Payout

Value of

Share-Based

Awards

That Have

Not Vested

($)

 

Market or

Payout

Value of

Vested

Share-Based

Awards Not

Paid Out or

Distributed ($)

Stephen Quin, President and CEO (3)  

1,060,000

350,000

290,000

380,000

430,000

(4)  

0.66

0.89

0.59

0.97

0.62

    April 19, 2021
January 5, 2022
January 4, 2023
January 4, 2024
December 31, 2024
    15,900     n/a   n/a   n/a
Laurel Sayer, MGII President (5)   65,000
30,000
15,000
500,000
600,000
220,000
195,000
240,000
   

0.31

0.39

0.66

0.88

0.92

0.89

0.59

0.97

    January 6, 2021
March 21, 2021
April 19, 2021
Sep 19, 2021
Sep 30, 2022
January 5, 2022
January 4, 2023
January 4, 2024
    35,800     n/a   n/a   n/a
John Meyer, VP Development   30,000
175,000
155,000
190,000
   

0.66

0.89

0.59

0.97

    April 19, 2021
January 5, 2022
January 4, 2023
January 4, 2024
    6,200     n/a   n/a   n/a
Michael Bogert, MGII General Counsel (6)   95,000
90,000
80,000
645,000
190,000
   

0.88

0.89

0.59

0.91

0.97

    Sep 19, 2021
January 5, 2022
January 4, 2023
August 28, 2023
January 4, 2024
    3,200     n/a   n/a   n/a
Darren Morgans, CFO  

45,000

135,000

30,000

175,000

155,000

190,000

215,000

(4)  

0.42

0.31

0.66

0.89

0.59

0.97

0.62

    May 25, 2020
January 6, 2021
April 19, 2021
January 5, 2022
January 4, 2023
January 4, 2024
January 31, 2024
    61,000     n/a
  n/a
  n/a

 

(1) All options granted have a five-year term and vest one quarter per year commencing on the grant date, except for 600,000 options granted to Ms. Sayer which have a six-year term and vest on successful permitting of the Project, with staggered vesting dates related to the timing of permit approval.

 

(2) This amount is calculated based on the difference between the market value of the Common Shares underlying the options on December 31, 2019, which was $0.63, and the exercise or base price of the option. Such amount may not represent the amount that the respective Named Executive Officer will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on our several factors, including actual operating performance, share price fluctuations and the Named Executive Officer’s continued employment with the Company.

 

(3) In 2014, due to limited capacity for the Company to grant options, Mr. Quin waived his annual grant of options in order to provide a greater allocation to other employees. In 2016, Mr. Quin was granted additional options in recognition of his success in completing the financing in March 2016 and in order to better align his interests with those of the shareholders.

 

(4) On December 31, 2019, Mr. Quin and Mr. Morgans received their 2020 stock option entitlement.

 

(5) Ms. Sayer was appointed President and CEO of MGII on September 30, 2016. The above option-based awards were granted in her capacity as an executive and a director prior to her ceasing to be a director of the Company on September 20, 2016. The 500,000 options were granted as an additional incentive to joining the Company and to better align Ms. Sayer with other executives who had been accumulating option grants over several years. The 600,000 option grant was an additional incentive and only become vested on successful permitting of the Project, with staggered vesting dates related to the timing of permit approval.

 

(6) Mr. Bogert was appointed General Counsel of MGII on August 31, 2018. The above option-based awards were granted in his capacity as an executive and a director prior to her ceasing to be a director of the Company on August 31, 2018. The 645,000 option grant as an additional incentive to joining the Company and to better align Mr. Bogert with other executives who had been accumulating option grants over several years.

 

29

 

Value Vested or Earned During the Year

 

The value vested or earned during the most recently completed financial year of incentive plan awards granted to Named Executive Officers are as follows:

 

Name   Option-Based Awards -
Value Vested
During the Year
 ($)(1)
    Share-Based Awards -
Value Vested
During the Year
 ($)
  Non-Equity Incentive Plan Compensation -
Value Earned
During the Year
($)
Stephen Quin President and CEO     68,975     n/a   n/a
Laurel Sayer MGII President     58,088     n/a   n/a
John Meyer VP Development     30,225     n/a   n/a
Michael Bogert MGII General Counsel     19,300     n/a   n/a
Darren Morgans CFO     59,200     n/a   n/a

 

(1) This amount is the dollar value that would have been realized if the options or warrants had been exercised on the vesting date by calculating the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date. As all options and warrants were granted with an exercise price equal to market price, all such options carried a nil value on the initial vesting date of one-quarter of the options on the date of grant. Such amount may not represent the amount that the respective Named Executive Officer will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on our several factors, including actual operating performance, share price fluctuations and the Named Executive Officer’s continued employment with the Company.

 

PENSION PLAN BENEFITS

 

The Company does not have a pension plan or any defined contribution plan that provides for payments or benefits to the Named Executive Officers or directors at, following, or in connection with retirement. The Company does make matching contributions, with restrictions, to 401k plans for employees of Midas Gold Idaho, Inc.

 

TERMINATION AND CHANGE OF CONTROL BENEFITS

 

As of the date of this Information Circular, the Company has employment agreements with each of the Named Executive Officers, which includes compensation in the form of salary, bonuses, and option share awards as well as for payment or benefits in the event of termination of employment or change of control of the Company. In order to ensure the continued dedication of the Named Executive Officers, the Board has determined that it is in the best interests of the Company and its shareholders to provide the Named Executive Officers and certain other key employees with additional financial security in the event of certain terminations and or a change of control of the Company.

 

In the agreements, "change of control" is defined as the acquisition by any person or by any person and a person "acting jointly or in concert with" such person, as defined in MI 62-104 - Take-Over Bids and Issuer Bids, whether directly or indirectly, of voting securities which, when added to all other voting securities of the Company at the time held by such person or by such person and a person "acting jointly or in concert with" another person, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Company. "Good reason" means the occurrence, within 12 months of a change of control, of any of the following without the NEO’s written consent:

 

30

 

(i) a meaningful and detrimental change in the employee’s position, title, duties or responsibilities form those in effect immediately prior to a change of control;

 

(ii) a change in the principal head office of the employer to a location more than 50 kilometres from the then-current location of the principal head office of the Company;

 

(iii) any reduction in the employee’s salary or other remuneration; or

 

(iv) a demand by the Company that the employee cease working or providing services for remuneration to another entity where the Company and employee had previously agreed that the employee could engage in such activities, provided that a demand that the employee not increase the average monthly hours devoted to the third entity shall not constitute "good reason".

 

If, as the result of a change of control of the Company, if any of the NEO’s experience "good reason" as described above, each is entitled to a severance payment in lieu of notice as set out below:

 

NEO Salary Additional
Stephen Quin 24 months An amount equal to 130% of his annual salary in effect at the time of termination.
Laurel Sayer 12 months An amount equal to 40% of her annual salary in effect at the time of termination
John Meyer 12 months An amount equal to 35% of his annual salary in effect at the time of termination
Michael Bogert 12 months An amount equal to 35% of his annual salary in effect at the time of termination
Darren Morgans 12 months Full Time Salary An amount equal to 35% of his Full Time Salary in effect at the time of termination

 

In the event of a change of control, all unvested incentive share options in the Company held by the NEO shall immediately vest and the incentive share options shall remain exercisable until the expiry of the original term.

 

At any time in circumstances where there is no cause for termination and no change of control, by the provision of written notice of termination from the Company, the Company is obligated to provide the terminated NEO with a lump sum severance payment, as set out in the table below:

 

NEO Payment amount
Stephen Quin

(a) 24 months’ salary; and

(b) an amount equal to 200% of the amount (if any) determined as payable to Mr. Quin under the annual incentive plan during the last complete bonus year.

Laurel Sayer

(a) 12 months’ salary; and

(b) an amount equal to the amount (if any) determined as payable to Ms. Sayer under the annual incentive plan during the last complete bonus year.

John Meyer

(a) 12 months’ salary; and

(b) an amount equal to the amount (if any) determined as payable to Mr. Meyer under the annual incentive plan during the last complete bonus year.

Michael Bogert

(a) 12 months’ salary; and

(b) an amount equal to the amount (if any) determined as payable to Mr. Meyer under the annual incentive plan during the last complete bonus year.

Darren Morgans

(a) 12 months’ of Full Time Salary; and

(b) an amount equal to the amount (if any) determined as payable to Mr. Morgans under the annual incentive plan during the last complete bonus year.

 

31

 

If the NEO is terminated without cause, the NEO shall have 90 days from the last day of work to exercise any incentive stock options of the Company that have vested as of the last day of work and which are unexercised as of the last day of work.

 

Estimated Incremental Payments on Change of Control

 

The table below sets out the estimated incremental payments, payables and benefits due to each of the NEO’s on termination on change of control assuming termination on December 31, 2019:

 

Name  

Base Salary

($)

   

Option-Based Awards

($)

   

All Other Compensation

($)

   

Total

($)

 
Stephen Quin     670,000       -       435,000       1,105,500  
Laurel Sayer(1)     285,736       -       114,294       400,030  
John Meyer(1)     266,254       -       93,189       359,443  
Michael Bogert(1)     266,254       -       93,189       359,443  
Darren Morgans     235,000       -       82,250       317,250  

 

(1) Mr. Meyer, Mr. Bogert and Ms. Sayer are compensated in USD and the above payments are translated at the USD: CAD exchange rate on December 31, 2019 of 1 : 1.2988.

 


DIRECTOR COMPENSATION

 

Under the Company's policies with regard to Director compensation, the Company’s executive Directors (as of the date of this Information Circular, Stephen Quin is the only executive Director) do not receive fees for Board service. In addition, Mr. Schiffrin and Mr. Kim, as nominees of Paulson & Co., elected to receive no directors’ fees or options. Ms. Donovan, began receiving directors’ fees and options in Q2 2019 . The compensation for the non-executive Directors includes the following payments:

 

(i) a $22,080 annual cash retainer;

(ii) a $18,400 annual cash retainer for the Chairman of the Board;

(iii) a $11,500 annual cash retainer for the Chairman of the Audit Committee;

(iv) a $4,025 annual cash retainer for each Chairman of the Corporate Governance and Nominating Committee, Compensation Committee, and Environment, Health & Safety Committee;

(v) a $2,875 annual cash retainer for each member (excluding the Chairman) of the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Environment, Health and Safety Committee.

 

Payments are made quarterly to the Directors. Additionally, the Board may consider discretionary grants of stock options to non-executive Directors from time to time. The Company also reimburses Directors for all reasonable out-of-pocket costs incurred by them in connection with their services to the Company. No additional fees were paid to the members of the Special Committee.

 

The compensation described above was approved by the Compensation Committee of the Board effective January 1, 2018 after a review the directors’ fees paid to a group of comparable companies at the time. At a Compensation Committee meeting in November 2017, it was agreed that the US based independent non-executive director (Mr. Allred) would receive the above payments in nominal US dollars. This increase was effective October 1, 2017.

 

32

 

The table below sets out the amounts, before any withholdings, that each non-executive Director earned in fees and all other amounts of compensation during the year ended December 31, 2019 for his or her services as a Director:

 

Director
Name
 

Fees
Earned 

($)

   

Share-
Based
Awards

($)

 

Option
Based
Awards

($)

   

Non-equity Incentive Plan Compensation

($)

 

Pension
Value
 

($)

   

All Other Compensation 

($)

 

Total 

($)

 
Keith Allred     42,266     n/a     95,471     n/a     n/a     n/a     137,737  
Jaimie Donovan (1)     18,717     n/a     70,141     n/a     n/a     n/a     88,858  
Brad Doores     29,268     n/a     95,471     n/a     n/a     n/a     124,738  
Mark Hill (2)     nil     n/a     nil     n/a     n/a     n/a     nil  
Jon Goode(3)     nil     n/a     nil     n/a     n/a     n/a     nil  
Marcelo Kim (4)     nil     n/a     nil     n/a     n/a     n/a     nil  
Peter Nixon     47,380     n/a     95,471     n/a     n/a     n/a     142,851  
Javier Schiffrin (4)     nil     n/a     nil     n/a     n/a     n/a     nil  
Donald Young     36,455     n/a     95,471     n/a     n/a     n/a     131,926  

 

(1) Ms. Donovan was appointed to the Board on January 31, 2019 and started receiving directors’ fees and option-based awards in Q3 2019.
(2) Mr. Hill was appointed to the Board on May 22, 2018 and resigned from the Board on January 31, 2019. During his appointment he elected not to receive directors’ fees or option-based awards.
(3) Mr. Goode is standing for election at the Company’s 2020 AGM and therefor received no compensation during 2019.
(4) Mr. Kim and Mr. Schiffrin have elected not to receive directors’ fees or option-based awards.

 

Incentive Plan Awards

 

Under the Company's Stock Option Plan, Directors are eligible to receive stock options. As is the case with officers and employees, the purpose of granting such options is to assist the Company in attracting, retaining and encouraging the Directors and to closely align their personal interests to that of the shareholders of the Company.

 

See "Stock Option Plan" above for details regarding the Stock Option Plan.

  

33

 

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

 

The following table sets forth information concerning all awards outstanding at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the Directors who is not a Named Executive Officer:

 

    Option-Based Awards     Share-Based Awards
Director
Name
 

Number of Securities Underlying Unexercised Options(1,2)

(#)

   

Option
Exercise
Price

($)

    Option Expiration Date  

Value of Unexercised
In- The-
Money
Options (3)

($)

   

Number of Shares or Units Of Shares That Have Not Vested

(#)

 

Market or Payout Value of Share-
Based Awards
That Have Not Vested

($)

  Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)
Keith Allred    

97,500

65,000

30,000

15,000

90,000

80,000

95,000

     

0.46

0.31

0.39

0.66

0.89

0.59

0.97

    January 6, 2020
January 6, 2021
March 21, 2021
April 19, 2021
January 5, 2022
January 4, 2023
January 4, 2024
    47,775     n/a   n/a   n/a
Jaimie Donovan(4)    

95,000

105,000

(6)    

0.63

0.62

    July 5, 2024
December 31, 2024
    1,050     nil   nil   nil
Brad Doores    

80,000

95,000

105,000

(7)    

0.88

0.97

0.62

    August 10, 2023
January 4, 2024
December 31, 2024
    1,050     n/a   n/a   n/a
Jon Goode     nil       n/a     n/a     nil     nil   nil   nil
Marcelo Kim (6)     nil       n/a     n/a     nil     nil   nil   nil
Peter Nixon    

65,000

30,000

15,000

90,000

80,000

95,000

105,000

(7)    

0.31

0.39

0.66

0.89

0.59

0.97

0.62

    January 6, 2021
March 21, 2021
April 19, 2021
January 5, 2022
January 4, 2023
January 4, 2024
December 31, 2024
    32,250     n/a   n/a   n/a
Javier
Schiffrin (6)
    nil       n/a     n/a     nil     nil   nil   nil
Donald Young    

65,000

30,000

15,000

90,000

80,000

95,000

105,000(7)

     

0.31

0.39

0.66

0.89

0.59

0.97

0.62

    January 6, 2021
March 21, 2021
April 19, 2021
January 5, 2022
January 4, 2023
January 4, 2024
December 31, 2024
    32,250     n/a   n/a   n/a

 

(1) All options awarded January 8, 2014, vest one-third per year commencing on January 8, 2014, and have a five-year term.

(2) All options awarded subsequent to January 8, 2014, vest one-quarter per year commencing on grant date and have a five-year term.

(3) This amount is calculated based on the difference between the market value of the securities underlying the options at the end of the most recently completed financial year, which was $0.96, and the exercise or base price of the option. Such amount may not represent the amount that the respective Director will actually realize from the awards. Whether, and to what extent, a Director realizes value will depend on our several factors, including actual operating performance, share price fluctuations and the Director's continued membership on the Board.

(4) Ms. Donovan was appointed to the Board on January 31, 2019 and started receiving directors’ fees and option-based awards in Q2 2019.

(5) Mr. Goode is standing for election at the Company’s 2020 AGM and therefor did not receive option-based awards in 2019.

(6) Mr. Schiffrin and Mr. Kim have elected not to receive directors’ fees or option-based awards.

(7) On December 31, 2019, Ms. Donovan, Mr. Doores, Mr. Nixon and Mr. Young received their 2020 stock option entitlement.

 

34

 

Incentive Plan Awards - Value Vested or Earned During the Year

 

The value vested or earned during the most recently completed financial year of awards granted to each of the Directors who is not a Named Executive Officer are as follows:

 

Director Name   Option-Based Awards - 
Value Vested
During The Year
 ($)
(1)
    Share-Based Awards -
Value Vested
During the Year
 ($)
  Non-Equity Incentive Plan Compensation -
Value Earned
During the Year
($)
Keith Allred     32,275     n/a   n/a
Jaimie Donovan(2)     500     n/a   n/a
Brad Doores     2,875     n/a   n/a
Jon Goode(3)     Nil     n/a   n/a
Mark Hill (4)     Nil     n/a   n/a
Marcelo Kim (5)     Nil     n/a   n/a
Peter Nixon     32,538     n/a   n/a
Javier Schiffrin(5)     Nil     n/a   n/a
Donald Young     32,538     n/a   n/a

     
(1) This amount is the dollar value that would have been realized if the options had been exercised on the vesting date by calculating the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date. As all options were granted with an exercise price equal to market price, all such options carried a nil value on the initial vesting date. Such amount may not represent the amount that the respective Director will actually realize from the awards. Whether, and to what extent, a Director realizes value will depend on our several factors, including actual operating performance, share price fluctuations and the Director's continued membership on the Board.

(2) Ms. Donovan was appointed to the Board on January 31, 2019 and started receiving directors’ fees and option based awards in Q2 2019.

(3) Mr. Goode is standing for election at the Company’s 2020 AGM and therefor has not yet received any option based awards.

(4) Mr. Hill was appointed to the Board on May 22, 2018 and resigned from the Board on January 31, 2019. During his appointment he elected not to receive directors’ fees or option based awards.

(5) Mr. Schiffrin and Mr. Kim have elected not to receive directors’ fees or option based awards.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year.

 

35

 

Plan Category   Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
    Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
    Number of securities remaining available for future issuance under equity compensation
plans (excluding securities reflected in column (a)) (c)
 
Equity compensation plans approved by securityholders     19,726,250     $ 0.77       7,386,300  
Equity compensation plans not approved by securityholders     Nil       n/a       n/a  
Total     19,726,250     $ 0.77       7,386,300  

 

The only compensation plan under which equity securities of the Company are authorized for issuance is the Stock Option Plan. As noted under the heading "Stock Option Plan" above, the Company's Stock Option Plan was adopted by the Board of Directors on July 6, 2011, prior to the completion of the Company's initial public offering and listing on the TSX, which completed on July 14, 2011, and subsequently amended by the Directors in 2012 to add a cashless exercise feature and received securityholder approval at the Company's 2014 and 2017 Annual General Meetings.

 

The section entitled "Incentive Plan Awards" above contain further information regarding options granted to the Named Executive Officers and non-executive Directors under the Stock Option Plan as at the end of the financial year ended December 31, 2019.

 

Subsequent to year end, an additional 3,830,000 options were granted to employees and directors of the Company as part of the annual granting process under the Company’s Long Term Incentive Plan.

 

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

 

As at March 30, 2020, there was no indebtedness, other than routine indebtedness as defined under applicable securities laws, outstanding of any current or former executive officer, Director, or employee of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

 

No individual who is, or at any time during the financial year ended December 31, 2019, was a Director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons:

 

(i)          is or at any time since the beginning of the most recently completed financial year has been, indebted, other than routine indebtedness as defined under applicable securities laws, to the Company or any of its subsidiaries; or

 

(ii)         whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, in relation to a securities purchase program or other program.

 

36

 

STAKEHOLDER COMMUNICATIONS

 

Stakeholders may communicate with the Company by contacting the Corporate Secretary at the Company’s head office address or through the Company’s website and, if a stakeholder so requests, comments in writing provided by stakeholders will be forwarded to the independent Directors. Stakeholders should be prepared to identify themselves as a condition to having their comments forwarded to the independent Directors.

 

The Board of Directors reviews the Company’s significant communications with investors and the public, including the Company’s annual audited financial statements, quarterly unaudited financial statements, management’s discussion and analysis, annual information forms, and management information proxy circulars.

 

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

 

Except as set out herein with respect to the approval of the Stock Option Plan pursuant to the policies of the TSX, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and, to the knowledge of the Company, no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of Directors or the appointment of auditors. See "Particulars of Other Matters to be Acted Upon – Approval of the Company’s Evergreen Stock Option Plan" for further information.

 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

 

No informed person (as defined in National Instrument 51-102) or proposed Director of the Company and, to the knowledge of the Company, no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries.

 

MANAGEMENT CONTRACTS

 

No management functions of the Company or any subsidiaries are performed to any substantial degree by a person other than the Directors, executive officers or full-time employees of the Company.

 

Corporate Governance Disclosure

 

National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. National Instrument 58-101 - Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices, which such disclosure for the Company is set out below.

 

Independence of Members of Board

 

The Company's Board currently consists of eight (8) Directors, seven of whom are standing for re-election at the Meeting and one director who has been newly appointed and is standing for election at the Meeting. The majority of the Directors are independent, including the Chairman, Peter Nixon. The Board has made an affirmative determination that five (5) of the Directors are independent based upon the applicable tests for independence set forth in National Instrument 52-110 – Audit Committees. With the exception of Stephen Quin, Marcelo Kim and Javier Schiffrin, the Board has determined that all other Directors are independent of management and free from any interest and any business which could materially interfere with their ability to act as a director with a view to the best interests of the Company. In reaching this determination, the Board considered the circumstances and relationships with the Company of each of its Directors. In determining that all Directors (except each of Mr. Quin, Mr. Schiffrin, and Mr. Kim) are independent, the Board took into consideration the fact that each of the other Directors is not an officer or employee of the Company, a former officer or employee, or a party to any material contract with the Company and that none receive remuneration from the Company in excess of Directors’ fees and stock option grants. Mr. Quin is not considered independent as he has a material relationship with the Company due to being an executive officer (President and CEO) of the Company. Mr. Kim and Mr. Schiffrin are not considered independent as they are both Partners at Paulson, which the Board has determined has a material relationship with the Company. Mr. Schiffrin and Mr. Kim have waived Director’s fees and stock option grants. As disclosed under the heading "Principal Holders of Voting Shares", Paulson purchased Convertible Notes under the March 2016 Financing and the March 2020 Financing, which Convertible Notes are convertible to acquire up to approximately 44.43% of the currently issued and outstanding Common Shares on a partially diluted basis (assuming conversion of only Paulson’s Convertible Notes). Paulson also has certain rights pursuant to the Paulson Investor Rights Agreement. Barrick Gold purchased 19.9% of the Company’s shares in May 2018. In March 2020, Barrick advised that they would not be exercising its right to nominate a Director in accordance with the Barrick Investor Rights Agreement at the Company’s 2020 AGM, and had no objection to their current nominee, Jaimie Donovan, continuing as an independent Director of the Company.  After due consideration by the Corporate Governance and Nominating Committee and taking into account Jaimie Donovan’s valuable contributions to the Company over the past year and her extensive technical knowledge and experience, the Board asked Jaimie Donovan if she would be willing to continue as a management nominee, to which she consented.  As a result, Jaimie Donovan is proposed as a management nominee for re-election to the Board and is deemed independent.

 

37

 

The size of the Company is such that all the Company’s operations are conducted by a small management team, one of whom (the President and CEO, Stephen Quin) is also on the Board. The independent Directors exercise their responsibilities for independent oversight of management through their majority control of the Board. In addition, the Board has separate roles for the Chairman of the Board, Mr. Kim, Lead Director, Mr. Nixon, and the President and Chief Executive Officer, Mr. Quin.

 

The independent Directors meet regularly and hold private sessions without the presence of the non-independent Director and management. During the financial year ended December 31, 2019, 29 such private sessions were held (including board, standing committee and Special Committee meetings). The independent Directors are also encouraged to meet at any other time they consider necessary without any members of management, including the non-independent Director, being present. Further supervision is performed through the Board’s four standing committees, three of which are composed entirely of non-executive, independent Directors and all of which meet regularly without management being in attendance. The Board’s four standing committees are as follows: the Audit Committee; the Compensation Committee; the Corporate Governance and Nominating Committee; and the Environmental, Health and Safety Committee. The Audit Committee also meets with the Company's external auditors without management being in attendance.

 

To promote the exercise of independent judgment by Directors in considering transactions and agreements, any director or officer who has a material interest in the matter being considered would not be present for discussions relating to such matter and would not participate in any vote on such matter.

 

Participation of Directors in Other Reporting Issuers

 

The participation of the Directors in other reporting issuers (or the equivalent in a foreign jurisdiction) is described in the tables provided under the section entitled "Election of Directors" in this Information Circular.

 

Participation of Directors in Board Meetings

 

During the financial year ended December 31, 2019, 29 Board and standing committee meetings were held. The attendance record of each director, in their capacity as a director, for Board and standing committee meetings held in 2019 was as follows:

 

38

 

Director   Board
Meetings
Attended
  Audit
Committee
Meetings
Attended
  Compensation
Committee
Meetings
Attended
  Corporate
Governance
and
Nominating
Committee
Meetings Attended
  Environmental,
Health, and
Safety
Committee
Meetings Attended
  Total
Number
of
Meetings
Attended
  Attendance
Record
Non-Independent                            
Stephen Quin
President & CEO (1)
  9 of 9
100%
  n/a(1)   n/a(1)   n/a(1)   4 of 4
100%
  13 of 13   100%
Javier Schiffrin   9 of 9
100%
  n/a   n/a   n/a   4 of 4
100%
  13 of 13   100%
Marcelo Kim(2)   9 of 9
100%
  n/a   4 of 4
100%
  n/a   4 of 4
100%
  17 of 17   100%
Mark Hill (3)   0 of 1
0%
  n/a   0 of 1
0%
  n/a   0 of 1
0%
  0 of 3   0%
Jaimie Donovan(4)   8 of 8
100%
  n/a   n/a   4 of 4
100%
  n/a   13 of 13   100%
Independent                            
Keith Allred   9 of 9
100%
  4 of 4
100%
  5 of 5
100%
  7 of 7
100%
  n/a   25 of 25   100%
Brad Doores(5)   9 of 9
100%
  n/a   5 of 5
100%
  7 of 7
100%
  3 of 3
100%
  21 of 21   100%
Jon Goode (6)   n/a   n/a   n/a   n/a   n/a   n/a   n/a
Peter Nixon (1)   9 of 9
100%
  4 of 4
100%
  n/a(1)   7 of 7
100%
  n/a(1)   20 of 20   100%
Donald Young   9 of 9
100%
  4 of 4
100%
  5 of 5
100%
  n/a   n/a   18 of 18   100%

 

(1) Mr. Nixon and Mr. Quin as guests, attended, committee meetings in addition to the committees of which they are members. In total, Mr. Quin and Mr. Nixon attended 29 of 29 committee and Board Meetings.
(2) Mr. Kim was appointed to the Compensation Committee in May 2019
(3) Mr. Hill was appointed to the Board on May 22, 2018 and resigned from the Board on January 31, 2019.
(4) Ms. Donovan was appointed to the Board on January 31, 2019 and was appointed to the CG&N Committee on February 21, 2019.
(5) Mr Doores was appointed to the EH&S Committee on May 7, 2019
(6) Mr. Goode is standing for election at the Company’s 2020 AGM and therefor attended no meetings during 2019.

 

Summary of 2019 Meetings

 

The following Board and committee meetings were held during the year ended December 31, 2019:

 

Full Board – 9 Meetings
Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors – 9

 

Audit Committee – 4 Meetings
Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors – 4

 

Compensation Committee – 5 Meetings 

Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors – 5

 

Corporate Governance and Nominating Committee – 7 Meetings 

Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors– 7

 

39

 

Environmental, Health, & Safety – 4 Meetings 

Number of Meetings which included sessions without the presence of Named Executive Officers who are also Directors – 4

 

Board Mandate

 

The Board has adopted a Board Mandate, the text of which is attached as Appendix I to this Information Circular.

 

Position Descriptions

 

The Board has adopted written position descriptions for the Chief Executive Officer, the Chairman and Lead Director of the Board, and for the Chair of each standing committee.

 

Orientation and Continuing Education

 

The Chairman of the Company takes primary responsibility for the orientation and continuing education of Directors. The Corporate Governance and Nominating Committee is also responsible for determining appropriate orientation and education programs for new Board members. New Directors are provided with an overview of their role as a member of the Board and its committees, and the nature and operation of the Company’s business and affairs. New Directors are provided with opportunities to visit the Company’s operations and have discussions with the Company’s operating personnel. New Directors also have the opportunity to discuss the Company’s affairs with legal counsel as well as the representatives of the Company’s external auditors.

 

All Board members are provided with a monthly management report which details the Company’s business results and operations and senior management regularly makes presentations to the full Board on the main areas of the Company’s business. Board members have full access to the Company's records.

 

To help ensure that Directors maintain the skill and knowledge necessary to meet their obligations as Directors, Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and to visit the Company’s operations.

 

All Board members are provided with the Company’s Board policy manual, including all corporate governance policies, the Board’s mandate, charters of each of the committees, Board and committee chair position descriptions, corporate policies and other relevant information. The Board also has access to publicly-filed documents of the Company, including technical reports and financial information and access to management, consultants, and technical experts, should the need arise.

 

All Board members have been to the Stibnite Gold Project site and it is the Company’s intention to hold one of its quarterly Board meetings at the site each year to provide the Directors with additional and on-going exposure to the Stibnite Gold Project site.

 

Environment, Social Consideration and Governance

 

Midas Gold has, since its inception, incorporated the principles of environmental protection, social considerations and good governance (ESG) into all its actions. In 2019, the Board of Midas Gold formalized its commitments by adopting an ESG Policy. The intent of this policy is to set out our guiding principles in a coherent, systematic manner to inform stakeholders and interested parties as to those principles.

 

Guiding Principles

 

· We are guided by certain principles as they relate to responsible mineral development. These principles include, but are not limited to, the following:
· Midas Gold’s purpose is to leave the Stibnite Gold Project site better than we found it and to leave a lasting legacy of economic benefits in Valley County and Idaho.
· Our employees are driven to achieve these goals by their own ideals and values, and they would not be working with Midas Gold if that was not the case.

 

40

 

· Midas Gold recognizes that responsible corporate behaviour with respect to environmental, social and governance factors can generally have a positive influence on long-term financial performance.
· Disclosure is the key that allows stakeholders and other interested parties to better understand, evaluate and assess potential risk and return, including the potential impact of ESG factors on Midas Gold’s performance.
· Midas Gold’s investment analysis should incorporate ESG factors to the extent that they affect risk and return.
· Midas Gold acknowledges that the division of authority and responsibilities among the three parties that are core to corporate governance – shareholders, directors and managers.
· Employees, contractors, suppliers, federal, state and local governments and the community at large have a vested interest in positive corporate conduct and long-term business performance.

 

Core Values

 

In order to live up to these principles, Midas Gold has defined certain core values that are integral to the Company’s DNA:

 

· Safety - The health and safety of our employees, contractors and the public is of the utmost importance.
· Environmental Responsibility - We go above and beyond what is required; we find practical solutions to manage growth while protecting and enhancing the natural environment.
· Community Involvement - As a proud part of the community, we actively strive to serve the community’s needs, to collectively enhance prosperity and well-being.
· Transparency - We fulfill our commitments in an open and transparent manner. We aim to be accurate, consistent and straightforward in all information delivered to our stakeholders.
· Accountability - As part of our governance, we ensure that accountability guides all of our actions, decisions, conduct and reporting.
· Integrity & Performance - We hold ourselves to high moral standards and strive to fulfill our commitments in an effective and sustainable manner.

 

41

 

Below is a review of Midas Gold’s efforts in 2019 with regards to ESG.

 

Environment

·      Zero reportable spills in 2019

o      No reportable spills for 95 months

·      Operations at site powered using solar power to extent possible

o      In 2019, we produced 9,129 kWh of solar energy

·      “Minimize, reuse and recycle” strategy kept almost 390 lbs of materials out of the landfill

·      Sediment reduction strategy to improve water quality

o      Planted 690 trees at the site and another 1,152 in the Payette National Forest

o      Since 2011, Midas Gold has planted 57,616 trees

Health & Safety

·      “Safety First” – Safety continues to be a top priority for Midas Gold

·      Zero reportable safety incidents in 2019

o      No reportable safety incidents for past 50 months

o       Only one incident (sprained ankle) in past 83 months

Social Responsibility

·      Advocating for responsible mining by working with lawmakers to protect Idaho’s lands by strengthening financial assurance laws

·      Community involvement continued to be a priority:

o      Spent more than $228,000 on charitable giving, education outreach and community sponsorship in 2019

o      Midas Gold employees spent 717 hours in local classrooms teaching students about science, technology, engineering and math in 2019

o      Midas Gold team members spent 2,592 volunteer hours serving the community in 2019 and 10,334 volunteer hours over last four years

·      Openness and transparency are guiding principles for our team;

o      In 2019, we held 30 tours and brought 412 people up to Stibnite to see the legacy mining impacts that remain and learn our plans for the future

·      For individuals that couldn’t come to site, we created a virtual tour and held 52 hours of office time over 13 days for community members to stop in and get their questions answered.

Board Practices, Governance, Shareholder Rights & Accountability

·      All directors stand for re-election annually on an individual basis

·      50%+1 Majority Voting Policy adopted in 2017

·      Advance Notice Policy adopted in 2013

·      Regular engagement with shareholders throughout the yea.

·      Positions of Chairman, Lead Director and CEO are separated, and each have formal position descriptions

·      Audit and Corporate Governance & Nominating Committees are comprised entirely of independent directors; Compensation Committee is comprised of a majority of independent directors; CEO sits on EH&S Committee

o      Each committee and the Board conducted regular in-camera meetings without non-independent Directors or management present

·      Diversity Policy adopted in 2016

·      ESG Policy adopted in 2019

·      Board and committees review mandates and assess their effectiveness annually

·      Equity ownership policy considered, but not deemed necessary to adopt at this time given the current composition of the board and current share ownership

·      Quarterly formal Risk Matrix review and presentation to the Board

 

Ethical Business Conduct

 

The Board views good corporate governance as an integral component to the success of the Company and crucial to meet the Company's responsibilities to shareholders and other stakeholders. All Directors, officers and employees of the Company are expected to maintain and enhance the Company’s standing as a vigorous and ethical member of the business community.

 

The Company and its employees, personally and on behalf of the Company, are required to comply with the laws, policies and other regulations applicable to the Company and its business, respect the protection of internationally proclaimed human rights and recognize the responsibility to observe those rights.

 

Accordingly, the Board has adopted a Code of Conduct and Ethical Values Policy (the "Code"), which is posted on the Company’s website at www.midasgoldcorp.com and filed under the Company's profile at www.sedar.com. The Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the Board.

 

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It is ultimately the Board of Directors’ responsibility for monitoring compliance with the Code. The Board of Directors has delegated this responsibility to the Corporate Governance and Nominating Committee which, among other things, reviews the Code periodically. To date, no waivers of the Code have been granted nor has there been any material change report filed that pertains to any conduct of a Director or executive officer of the Company that constitutes a departure from the Code.

 

The Company has also established a Whistle-Blower Policy whereby the Board of Directors has delegated the responsibility of monitoring complaints regarding accounting, internal controls or auditing matters to the Audit Committee. Monitoring of accounting, internal controls and auditing matters, as well as violations of the law, the Code and other Company policies or directives, occurs through the reporting of complaints and concerns through an anonymous whistleblower hotline, via email, or through a secure Internet reporting service in accordance with the Company’s Whistle-Blower Policy. A copy of the Whistle-Blower Policy is available on the Company’s website at www.midasgoldcorp.com.

 

Certain of the Company's Directors serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings in other reporting companies and, to the extent that such other companies may participate in ventures in which the Company may participate, a Director may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Board, a Director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such Director will not participate in negotiating and concluding terms of any proposed transaction.

 

The Board also requires that Directors and executive officers who have an interest in a transaction or agreement with the Company to promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

 

Nomination of Directors

 

The Corporate Governance and Nominating Committee is responsible for identifying potential Board candidates. The Corporate Governance and Nominating Committee is composed entirely of non-executive, independent Directors. The Corporate Governance and Nominating Committee reviews the competencies and skills that the Company’s Board of Directors, as a whole, possesses; assesses potential Board candidates relative to perceived needs on the Board for required skills, expertise, independence and other factors; and recommends candidates for nomination, appointment, election and re-election to the Board. Members of the full Board and representatives of the mining industry are consulted for possible candidates.

 

The Company is committed to gender diversity on its Board of Directors, as well as at the senior level of management. (See "Policies Regarding the Representation of Women on the Board", "Consideration of the Representation of Women in the Director Identification and Selection Process" and "Consideration Given to the Representation of Women in Executive Officer Appointments" below for further information.) The Board ensures, in the process of ongoing Board renewal and the continuing search for a diverse mix of talent and competency, that new appointments advance that commitment in a timely fashion.

 

Further to the above commitment, the Board will seek out candidates with common attributes such as integrity, intelligence, sound business judgement, independence of mind and the ability to learn and understand all aspects of the company's business. Recruits to the Board will also be highly qualified in their respective areas of expertise and possess a mix of skill and experience that, collectively, will allow the Board to function at a high level and add value to the enterprise.

 

The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Corporate Governance and Nominating Committee, as detailed in Appendix III to this Information Circular. The Corporate Governance and Nominating Committee is responsible for annually assessing Board performance, assessing the contribution of the Board, committees and all Directors annually, and planning for the succession of the Board. See "Board Committees" and Board Assessments" below for further information.

 

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Compensation of Directors and Officers

 

The Compensation Committee, which is composed entirely of non-executive and independent Directors, is responsible for reviewing the adequacy and form of non-executive Directors’ and senior officers’ compensation to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective Director and senior officer. The Compensation Committee annually reviews the adequacy and form of the compensation of the Company’s senior officers and non-executive Directors and makes recommendations to the Board with respect to the Company’s directorship fee structure and compensation.

 

The Compensation Committee has a written charter that sets out the committee’s responsibilities, structure and operations. Pursuant to its mandate, the Compensation Committee duties and responsibilities are as follows:

 

(a) to recommend to the Board compensation policies and guidelines for application to Midas Gold;

 

(b) to work with management so that Midas Gold has in place programs to attract and develop management of the highest calibre and a process to provide for the orderly succession of management;

 

(c) to review corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, in light of those goals and objectives, to recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer (provided, that notwithstanding the foregoing, the Committee shall approve all awards to the Chief Executive Officer pursuant to the Midas Gold stock option plan and any other plan that delegates to the Committee such authority) and to approve compensation for all other designated officers after considering the recommendations of the Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board;

 

(d) to implement and administer compensation policies approved by the Board concerning the following:

 

(i) executive compensation, contracts, stock plans or other incentive plans, including making awards of equity-based compensation and options, or where the plan or contract does not delegate to the Committee such authority, making recommendations to the Board regarding such awards; and,

 

(e) from time to time, to review the Company’s broad policies and programs in relation to benefits;

 

(f) to annually receive from the Chief Executive Officer recommendations concerning annual compensation policies and budgets, including stock options, for all employees;

 

(g) from time to time, to review with the Chief Executive Officer the Company’s broad policies on compensation for all employees and overall labour relations strategy for employees;

 

(h) to develop and monitor the overall approach to remuneration for the directors of Midas Gold and, subject to approval by the Board, to implement a remuneration program for the directors and the roles within the Board committees;

 

(i) to periodically review the adequacy and form of the compensation of directors so that the compensation realistically reflects the responsibilities and risks involved in being an effective director, and to report and make recommendations to the Board accordingly;

 

(j) to report regularly to the Board on all of the Committee’s activities and findings during that year;

 

(k) to develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors within a reasonable period of time following each annual general meeting of shareholders; and

 

(l) to review executive compensation disclosure before publicly disclosed.

 

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See "Compensation Committee" under the "Statement of Executive Compensation" above for addition details regarding the Compensation Committee, including with regard to the engagement of any compensation consultant or advisor.

 

Board Committees

 

The Company has four standing committees: Audit, Compensation, Corporate Governance and Nominating, and Environmental, Health and Safety.

 

The primary function of the Audit Committee is to assist the Directors in fulfilling its oversight responsibilities with respect to the Company’s financial reporting and continuous disclosure; the Company’s systems of internal controls and financial reporting processes; and the review and appraisal of the performance and independence of the Company’s external auditors. The Audit Committee is composed entirely of non-executive, independent (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110, Audit Committees) Directors and each member meets the requirement of financial literacy as prescribed by the appropriate regulatory bodies.

 

The Compensation Committee, under the supervision of the Board, has overall responsibility for monitoring trends in compensation philosophy and practices, making recommendations regarding appropriate levels and types of executive compensation that are competitive and motivating in order to attract, hold and inspire the Chief Executive Officer, Chief Financial Officer other senior officers and other key employees, and for reviewing trends in compensation philosophy and practices for independent Directors and making recommendations in that regard. The Compensation Committee is comprised of a majority of non-executive, independent Directors and one non-independent Director.

 

The primary function of the Corporate Governance and Nominating Committee is to assist the Board of Directors by establishing and leading the process for identifying, recruiting, and recommending candidates for nomination, appointment, election and re-election to the Board; assessing Board performance; and determining appropriate orientation and education programs for new Board members. The Corporate Governance and Nominating Committee is comprised of a majority of non-executive, independent Directors and one non-independent Director.

 

Other than the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee, the Company also has an Environment, Health and Safety Committee, which is not currently composed entirely of independent members as Mr. Quin, an executive Director and Mr. Schiffrin and Mr. Kim, non-independent Directors, serve on such Committee.

 

The Environment, Health and Safety Committee reviews environmental, occupational health, safety and sustainable development reports of the Company; oversees the Company’s environmental and safety performance; and monitors and reviews current and future regulatory issues relating to the environment, health, safety and sustainable development and making recommendations on significant matters, where appropriate, to the Board.

 

Midas Gold is committed at all times to take into consideration the environment, health, safety and welfare of the communities in which it has operations, development and exploration activities and to strive to be legally compliant, and economically, environmentally, socially and ethically responsible. The Environmental, Health, and Safety Committee, under the supervision of the Board, has overall responsibility for overseeing the development and implementation of policies and procedures for ensuring a safe and healthy work environment.

 

Ad Hoc Special Committees

 

The Board does not have any other standing committees. From time to time, ad hoc special committees (a “Special Committee”) of the Board may be appointed. The primary function of a Special Committee is to efficiently consider and make recommendations to the full Board in respect of any potential future transaction involving a financing, business combination, acquisition or sale initiated by a third party in respect of the Company or its business and assets. A Special Committee is responsible for reviewing all aspects of any such transaction and making recommendations to the full Board with respect thereto, and was established as a separate special committee of the Board in order to ensure that all relevant facts, issues and associated transactions are reviewed and approved by Directors who are not subject to any conflict of interest and, as such, can consider transactions with the best interests of the Company and its shareholders exclusively in mind.

 

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Board Assessments

 

The Board annually, and at such other times as it deems appropriate, will review the performance and effectiveness of the Board, the Directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review, the Board will conduct informal surveys of its Directors, receive an annual report from the Corporate Governance and Nominating Committee on its assessment of the functioning of the Board and reports from each committee respecting its own effectiveness. As part of the assessments, the Board or an individual committee may review its respective mandate or charter and conduct reviews of applicable corporate policies.

 

Director Term Limits and Other Mechanisms of Board Renewal

 

The Company has not adopted term limits for its Directors. The Company believes that term limits are an arbitrary mechanism for removing Directors and can result in highly qualified and experienced Directors forced out solely based on the length of their service. The Corporate Governance and Nominating Committee, however, reviews on at least an annual basis the size, composition, mandate and performance of the Board and the various committees of the Board, and makes recommendations for appointment, removal of Directors, or other adjustments as appropriate.

 

To ensure adequate renewal of the Board, the Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the Directors and the committees of the Board to determine whether changes in size, personnel or responsibilities are warranted or advisable. To assist in its review, the Board will conduct informal surveys of the Directors, receive an annual report from the Corporate Governance and Nominating Committee on its assessment of the functioning of the Board, and reports from each committee respecting each committee's own effectiveness.

 

As discussed above under "Board Assessments", as part of its annual review, the Board assesses the skills of its Board members in a variety of areas critical to the effective oversight of the Company. These assessments with regard to skills ensure that the Board possesses the requisite expertise, experience, and operational and business insight for the effective stewardship of the Company. As part of its assessment, the Board also considers, among other diversity factors, whether there are women on the Board and the committees.

 

The results of such assessments and surveys are reported to the Board and the Chairman, together with any recommendations from the Corporate Governance and Nominating Committee for improving the composition of the Board.

 

The Corporate Governance and Nominating Committee has considered whether to propose that the Board adopt term limits for directors and has determined not to do so after consideration of a number of factors, including the significant advantages associated with the continued involvement of long-serving directors who have gained a deep understanding of the Company's projects, operations and objectives during their tenure; the experience, corporate memory and perspective of such directors; the annual review processes performed by the Board and its committees; the professional experience, areas of expertise and personal character of members of the Board; and the current needs and objectives of the Company.

 

Policies Regarding the Representation of Women on the Board

 

The Company adopted a Diversity Policy during 2016 which sets forth the Company’s commitment and approach to achieving and maintaining diversity on its Board and in Executive Officer or Senior Management positions. In this Policy, diversity refers to all the characteristics that make individuals different from each other. It includes, but is not limited to, characteristics such as gender, geographical representation, education, skills and experience, ethnicity, age and personal circumstances.

 

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The Corporation believes that the nomination of Directors and Senior Management appointment decisions should be based on merit and remains committed to selecting the most highly qualified individuals to fulfill these roles. At the same time, the Corporation recognizes that diversity is an important consideration in determining the composition of the Board and its Executive Officer or Senior Management team and that having a diverse pool of Directors and those in Executive Officer and Senior Management positions is key to achieving effective decision-making, strong business performance, continuous innovation and good governance.

 

The Corporation believes that it benefits from the diversity of viewpoints, backgrounds, skills, and experience and specifically recognizes that gender diversity is a significant component of diversity. The Corporation acknowledges the important role that women with appropriate and relevant skills and experience play in contributing to the Corporation’s management and effectiveness.

 

On an annual basis, the Corporate Governance and Nominating Committee:

 

· monitors the implementation of the Diversity Policy;

 

· assesses the effectiveness of the nomination and appointment processes at achieving the Corporation’s diversity objectives outlined in the Diversity Policy;

 

· reviews best practices with respect to diversity on boards, Executive Officer and Senior Management positions; and

 

· reviews the Diversity, including an assessment of its effectiveness, and recommend any changes thereto to the Board.

 

The Corporate Governance and Nominating Committee has had considerable discussion regarding gender diversity and the benefits thereof and the Company is committed to gender diversity on the Board, as well as at the senior levels of management. The Board ensures, in the process of ongoing Board renewal and the continuing search for a diverse mix of talent and competency, that, where possible, new appointments will advance the Company 's commitment to diversity in a timely fashion.

 

Consideration of the Representation of Women in the Director and Executive Officer Identification and Selection Process

 

Board and Executive Officer Appointments

 

The Board, with the assistance of the Corporate Governance and Nominating Committee or any other person who identifies or nominates Board members or Executive Officers for appointment, will, in the process of identifying and considering candidates for appointment/election to the Board or to Executive Officer positions:

 

· review the Board skills & competencies assessments, developed and maintained to identify the skills and competencies required for the Board and to monitor how those requirements are currently satisfied, along with potential areas for growth and improvement;

 

· review the current list of potential candidates, developed and maintained to the extent feasible to address the diversity objectives of this Policy;

 

· consider candidates who are highly qualified based on their experience, professional expertise, personal skills, qualities and values;

 

· consider diversity criteria defined in this Policy and specifically the level of representation of women on the Board, in Executive Officer and Senior Management positions, in order to promote gender diversity;

 

· take into account that qualified candidates for Directors may be found in a broad range of organizations, including privately held businesses, profit and not-for profit associations, academic institutions and other entities in addition to the traditional candidate pool of corporate directors; and

 

· engage, where appropriate, qualified independent executive search firms to conduct searches for candidates, to help achieve the Company’s diversity objectives in relation to the Board and Executive Officer positions.

 

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Senior Management Appointments

 

The Chief Executive Officer of Midas Gold, with the assistance of the Chief Executive Officer of Midas Gold Idaho Inc. (“MGII”), will, when identifying and considering the selection of candidates for appointment/promotion to Senior Management positions:

 

· consider candidates who are highly qualified based on their experience, professional expertise, personal skills, qualities and values;

 

· consider diversity criteria defined in this Policy and specifically the level of representation of women in Senior Management positions, in order to promote gender diversity;

 

· take into account that qualified candidates may be found in a broad range of organizations, including privately held businesses, profit and not-for profit associations, academic institutions and other entities in addition to the traditional candidate pool of corporate senior managers;

 

· engage, where appropriate, qualified independent executive search firms to conduct searches for candidates, to help achieve the Company’s diversity objectives in relation to Senior Management positions.

 

Issuer's Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

 

The Company has not, at this time, established fixed targets in relation to any specific diversity characteristics, however; it aspires towards meaningful progress being achieved in future with respect to the number of women on the Board and in Executive Officer or Senior Management positions.

 

The Company believes that adopting such targets may unduly restrict its ability to nominate, select, hire or promote the best candidate for the position in question, however, the Company remains committed to an inclusive and diverse Board and workplace. The Company intends to continue to include gender and other diversity measures as among the factors that are considered when nominating directors and hiring executive officers.

 

Number of Women on the Board and in Executive Officer Positions

 

Of the Company's current Board of eight directors, there is one female director (12.5%). Of the seven directors on the MGII Board, four are female (57.1%).

 

Of the Company's named executive officers, there are currently no females. However, Laurel Sayer was appointed President & CEO of the Company’s wholly-owned operating subsidiary, MGII, in September 2016. In addition, the Company's Manager, Investor Relations and Corporate Secretary (Liz Monger), the Corporate Secretary of MGII (Tanya Nelson) and MGII’s VP External Affairs (Mckinsey Lyon), are women.

 

Directors’ and Officers’ Liability Insurance

 

The Company has purchased, at its expense, directors’ and officers’ liability insurance policies to provide insurance against possible liabilities incurred by them in their capacity as Directors and officers of the Company.

 

The policies provide coverage of up to $30 million in aggregate per policy year.  Claims under the policies are subject to a deductible of $50,000 per securities claim and $50,000 for all other occurrences.  The premiums for these policies for the year ended December 31, 2019, totaled $63,425.

 

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AUDIT COMMITTEE INFORMATION

 

Information regarding the Company’s Audit Committee, together with a copy of the Audit Committee’s mandate, is contained in Audit Committee Information section of the Company’s most recently filed Annual Information Form dated March 18, 2020 filed under the Company’s profile on SEDAR at www.sedar.com. The Company has also included the Audit Committee’s mandate as Appendix II herein for ease of reference.

 

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

 

Approval of the Company’s Evergreen Stock Option Plan

 

As noted under the heading "Stock Option Plan" under the Compensation Discussion and Analysis section of this Information Circular, the Company's Stock Option Plan was adopted by the Board of Directors on July 6, 2011, prior to the completion of the Company's initial public offering on the TSX which completed on July 14, 2011. The Stock Option Plan was approved for renewal by shareholders at the Company’s May 2014 and 2017 Annual General Meetings.

 

The Stock Option Plan does not have a fixed maximum number of securities issuable upon the exercise of options, but rather provides that the maximum number of Common Shares which may be made subject to 42 options at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis. The Stock Option Plan is considered an "evergreen" plan, since the Common Shares covered by options which have been exercised shall be available for subsequent grants under the Stock Option Plan, and the number of options available to grant increases as the number of issued and outstanding Common Shares of the Company increases.

 

A description of the material terms of the Stock Option Plan is provided above under the heading "Description of the Stock Option Plan", and a full copy of the Stock Option Plan is attached as Schedule “A” of this Information Circular. A copy of the Stock Option Plan will also be available for viewing at the Meeting and a copy of the Stock Option Plan will be mailed free of charge to any shareholder who requests a copy from the Company. As of the date of this Information Circular, based upon the number of Common Shares issued and outstanding (271,541,996 Common Shares) and the number of currently outstanding options (22,553,500 options, which represents 8.3% of the Common Shares), the Company could grant options under the Stock Option Plan to purchase up to an additional 4,600,700 Common Shares, bringing the total to 10% of the issued and outstanding Common Shares.

 

Under the policies of the TSX, the unallocated options under the Stock Option Plan must be approved and ratified by the Company's shareholders every three years. Such resolution must also include the date by which the Company must subsequently seek securityholder approval, such date being no later than three years from the date the resolution was approved. Accordingly, the Company is seeking approval of the unallocated options under the Stock Option Plan.

 

Accordingly, at the Meeting, shareholders will be asked to consider, and if thought fit, approve with or without variation, an ordinary resolution (the "Stock Option Plan Resolution") in substantially the following form:

 

"UPON MOTION IT WAS RESOLVED that:

 

1. the Company's 2011 Evergreen Incentive Stock Option Plan is hereby approved;

 

2. all unallocated options under the 2011 Evergreen Incentive Stock Option Plan be and are hereby approved;

 

3. the Company has the ability to continue granting options under the 2011 Evergreen Incentive Stock Option Plan until May 1, 2023, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is being sought in relation to the approval of the 2011 Evergreen Incentive Stock Option Plan; and,

 

4. any one director or officer of the Company is hereby authorized and directed to carry out any act for and on behalf of the Company and to execute and deliver such deeds, documents and other instruments in writing as he in his discretion may consider necessary for the purpose of giving effect to these resolutions and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the intent of these resolutions."

 

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In order to be effective, the Stock Option Plan Resolution must be approved by an ordinary resolution of shareholders entitled to vote and voting on the resolution at the Meeting. If the Stock Option Plan is not approved at the Meeting, the Company will not be able to grant further options under the Stock Option Plan, and all previously granted options will not be available for re-allocation if such options are cancelled prior to exercise, until shareholder approval is obtained. All previously allocated options under the Stock Option Plan will continue unaffected.

 

Management of the Company believes the approval of the Stock Option Plan as described above is in the best interests of the Company and recommends that shareholders vote in favour of the Stock Option Plan Resolution.

 

Unless such authority is withheld, the persons named in the enclosed proxy intend to vote FOR the approval of the Stock Option Plan.

 

OTHER MATTERS

 

Management of the Company is not aware of any matter to come before the Meeting other than as noted immediately above or otherwise set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

 

Additional Information

 

Additional information regarding the Company is available at www.midasgoldcorp.com and on SEDAR at www.sedar.com. Shareholders may contact the Company at: Tel: (778) 724-4700; Fax: (604) 558-4700; or Email: info@midasgoldcorp.com, to request copies of the Company’s financial statements and MD&A.

 

Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year, which are available on SEDAR at www.sedar.com.

 

DATED this 30th day of March, 2020

 


BY ORDER OF THE BOARD

 

 

"Stephen Quin"  
Stephen Quin  
President and CEO  

 

 

APPENDIX i

 

 

 

BOARD MANDATE

 

A. INTRODUCTION

 

The Board of Directors (the “Board”) has a stewardship responsibility for the conduct of the business of Midas Gold Corp. (the “Corporation”) and the activities of management. Whereas management is responsible for the day-to-day conduct of the business, it is the role of the Board to provide oversight and direction regarding the Corporation’s strategic plan and long-term goals. The Board’s fundamental objectives are to enhance and preserve long-term shareholder value, to oversee that the Corporation meets its obligations on an ongoing basis and that the Corporation operates in a reliable and safe manner. In performing its functions, the Board should also consider the legitimate interests that its other stakeholders, such as employees, customers and communities, may have in the Corporation. In overseeing the conduct of the business, the Board, through the Chief Executive Officer, shall set the standards of conduct for the Corporation, and any of its subsidiary companies.

 

B. PROCEDURES AND ORGANIZATION

 

The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself. The Board retains the responsibility for managing its own affairs including selecting its Chair, nominating candidates for election to the Board and constituting committees of the Board. Subject to the Articles of the Corporation and the British Columbia Business Corporations Act (the “Act”), the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.

 

C. DUTIES AND RESPONSIBILITIES

 

The Board’s principal duties and responsibilities fall into a number of categories which are outlined below.

 

1. Legal Requirements

 

The Board is responsible for overseeing that management is in compliance with all regulatory requirements whereby all documents and records are prepared, approved, and maintained;

 

(a) The Board shall meet at least quarterly; and

 

(b) The Board has the statutory responsibility to:

 

(i) manage or, to the extent it is entitled to delegate such power, to supervise the management of the business and affairs of the Corporation by the senior officers of the Corporation;

 

(ii) act honestly and in good faith with a view to the best interests of the Corporation;

 

(iii) exercise the care, diligence and skill that reasonable, prudent people would exercise in comparable circumstances; and

 

 

(iv) act in accordance with its obligations contained in the Act and the regulations thereto, the Corporation’s Articles, securities legislation of each province and territory of Canada, and other relevant legislation and regulations.

 

2. Independence

 

The Board has the responsibility to put in place appropriate structures and procedures to permit the Board to function independently of management. The Board shall have a majority of independent directors as well as an independent Chair or an independent Lead Director, as the term “independent” is defined within the meaning of all applicable Canadian securities laws and the rules of each stock exchange on which the Corporation’s securities are listed (collectively, the “Applicable Regulations”), except if and to the extent that the Applicable Regulations permit otherwise. In addition, each member of the Board and each member of each committee of the Board shall meet such other qualification requirements as may be set forth in the Applicable Regulations.

 

The Board shall annually make an affirmative determination as to the independence of each member of the Board under the Applicable Regulations.

 

Also, the Board will include an “in camera” session for the independent directors at each Board meeting, and the independent directors shall also meet as often as necessary in order to fulfill their responsibilities.

 

3. Strategy Determination

 

The Board has the responsibility to put in place long-term goals and a strategic planning process for the Corporation and to participate with management directly or through its committees in developing and approving the mission of the business of the Corporation and the strategic plan by which it proposes to achieve its goals, which strategic plan takes into account, among other things, the opportunities and risks of the Corporation’s business.

 

4. Managing Risk

 

The Board has the responsibility to identify and understand the principal risks of the business in which the Corporation is engaged, to achieve a proper balance between risks incurred and the potential return to shareholders, and to put in place systems which effectively monitor and manage those risks with a view to the long-term viability of the Corporation.

 

5. Division of Responsibilities

 

The Board has the responsibility to:

 

(a) appoint and delegate responsibilities to committees where appropriate to do so; and

 

(b) develop position descriptions for:

 

(i) the Board;

 

(ii) the Chairman;

 

(iii) the Chair of each Board Committee;

 

(iv) the Chief Executive Officer;

 

(v) the Chief Financial Officer;

 

(vi) the President.

 

 

To assist it in exercising its responsibilities, the Board hereby establishes four standing committees of the Board: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Environment, Health & Safety Committee. The Board may also establish other standing committees from time to time.

 

Each committee shall have a written mandate that clearly establishes its purpose, responsibilities, members, structure and functions. Each mandate shall be reviewed by both the committee itself and the Board regularly. The Board is responsible for appointing committee members.

 

6. Appointment, Training and Monitoring Senior Management

 

The Board has the responsibility:

 

(a) to appoint the Chief Executive Officer, to monitor and assess the Chief Executive Officer’s performance, to satisfy itself as to the integrity of the Chief Executive Officer, and to provide advice and counsel in the execution of the Chief Executive Officer’s duties;

 

(b) to develop or approve the corporate goals or objectives that the Chief Executive Officer is responsible for;

 

(c) based on the recommendation of the Compensation Committee of the Board, to approve the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer;

 

(d) to approve the appointment of all corporate officers, acting upon the advice of the Chief Executive Officer and to satisfy itself as to the integrity of such corporate officers;

 

(e) to review and discuss with management the Corporation’s leadership development and training program. Also, the Board will consult with management to put in place a management succession planning process. to adopt an orientation program for new directors. This program will include, but not be limited to, access to recent minutes of Board meetings, corporate documents, interviews with senior managers, and when appropriate, site visits.

 

(f) to create a culture of integrity throughout the Corporation;

 

(g) to communicate to management the Board’s expectations of management;

 

(h) to set out expectations and responsibilities of directors including attendance at meetings and review of meeting materials.

 

7. Policies, Procedures and Compliance

 

The Board has the responsibility:

 

(a) to oversee that the Corporation has in place policies and structures that lead the Corporation to operate at all times within applicable laws, regulations and our ethical standards; and

 

(b) to approve and monitor compliance with significant policies and procedures by which the Corporation is operated.

 

8. Reporting and Communication

 

The Board has the responsibility:

 

(a) based on the recommendations of the Corporate Governance and Nominating Committee of the Board, approve the nomination of new director nominees;

 

 

(b) to oversee that the Corporation has in place policies and programs to enable the Corporation to communicate effectively with its shareholders, other stakeholders and the public generally;

 

(c) to review and discuss the process whereby the financial performance of the Corporation is reported to shareholders, other security holders and regulators on an accurate, timely and regular basis;

 

(d) to review the procedures that management has put in place to facilitate the timely reporting of developments that have a significant and material impact on the value of the Corporation;

 

(e) to report annually to shareholders on its stewardship of the affairs of the Corporation for the preceding year; and

 

(f) to develop the Corporation’s approach to corporate governance and to develop a set of corporate governance principles and guidelines.

 

9. Monitoring and Acting

 

The Board has the responsibility:

 

(a) to monitor the Corporation’s progress towards it goals and objectives and to revise and alter its direction through management in response to changing circumstances;

 

(b) to take action when performance falls short of its goals and objectives or when other special circumstances warrant;

 

(c) to oversee the adequacy of the corporation’s control and information systems for the effective discharge of its responsibilities;

 

(d) to review the regular assessments of the Board conducted by the Corporate Governance and Nominating Committee;

 

(e) to review the risks of the Corporation and ensure adequate processes are in place to identify, monitor, mitigate and/or address the risks identified; and,

 

(f) to oversee the Corporation’s Anti-Bribery and Anti-Corruption Policy and monitor and review the processes that are in place to maintain compliance with the Extractive Sector Transparency Measures Act.

 

 

APPENDIX II

 

 

 

AUDIT COMMITTEE MANDATE

 

A. PURPOSE

 

The overall purpose of the Audit Committee (the “Committee”) of Midas Gold Corp. (the “Corporation”) is assist the board of directors (the “Board”) of the Corporation in fulfilling its oversight responsibilities for:

 

1. the integrity, quality and transparency of the Corporation’s financial statements;

 

2. the Corporation’s internal control over financial reporting;

 

3. the Corporation’s compliance with legal and regulatory requirements which relate to financial reporting;

 

4. the appointment (subject to shareholder ratification) of the Corporation’s external auditor and approval of its compensation as well as responsibility for its independence, qualifications and performance of all audit and audit related work; and

 

5. such other duties as assigned to it from time to time by the Board.

 

The function of the Committee is oversight. The members of the Committee are not full-time employees of the Corporation. The Corporation’s management is responsible for the preparation of the Corporation’s financial statements in accordance with applicable accounting standards and applicable laws and regulations. The Corporation’s external auditor is responsible for the audit and quarterly review, when applicable, of the Corporation’s financial statements in accordance with applicable auditing standards and laws and regulations.

 

In carrying out its oversight role, the Committee and the Board recognize that the Corporation’s management is responsible for:

 

1. implementing and maintaining suitable internal controls and disclosure controls;

 

2. the preparation, presentation and integrity of the Corporation’s financial statements; and,

 

3. the appropriateness of the accounting principles and reporting policies that are used by the Corporation.

 

B. COMPOSITION, PROCEDURES AND ORGANIZATION

 

1. The Committee shall consist of at least three members of the Board. The Board will appoint members to the Committee and the Committee will elect a Committee Chair from among the Committee’s membership.

 

2. The Board will ensure that the Chair of the Committee and its members are independent and financially literate, as defined in National Instrument 52-110 (“NI 52-110”).

 

 

3. The Committee will meet at least four times a year. The Chair of the Committee has the authority to convene additional meetings, as circumstances warrant. The Committee will invite members of management, the auditor or others to attend meetings and provide pertinent information, as necessary. The Committee will hold private meetings with each of the external auditor, and senior management. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.

 

4. No business shall be transacted by the Committee, except at a meeting where a majority of the members are present, either in person or by teleconference or video conference.

 

5. The Committee may:

 

(a) engage outside legal, audit or other counsel and/or advisors at the Corporation’s expense, without the prior approval of the directors of the Corporation;

 

(b) set and pay the compensation of any advisors employed by the Committee;

 

(c) review any corporate counsel’s reports of evidence of a material violation of security laws or breaches of fiduciary duty;

 

(d) seek any information it requires from employees – all of whom are directed to cooperate with the Committee’s request – or external party; and

 

(e) meet and/or communicate directly with the Corporation’s officers, the external auditor or outside counsel, as necessary.

 

6. The Committee’s business will be recorded in minutes of the Committee meetings, which shall be submitted to the Board. The Committee Secretary will normally be the Corporate Secretary.

 

C. ROLES AND RESPONSIBILITIES

 

The Committee will carry out the following duties and responsibilities:

 

1. Financial Statements and Related Disclosure Documents

 

The duties and responsibilities of the Committee as they relate to the financial statements and related disclosure documents are to:

 

(a) review and discuss with management and the external auditor, when the external auditor is engaged to perform an interim review, the interim and annual consolidated financial statements and the related disclosures contained in Management’s Discussion and Analysis and recommend these documents to the Board for approval, prior to the public disclosure of this information by the Corporation. Such discussion shall include:

 

(i) the external auditor’s judgment about the quality, not just the acceptability, of accounting principles applied by the Corporation;

 

(ii) the reasonableness of any significant judgments made;

 

(iii) the clarity and completeness of the financial statement disclosure;

 

 

(iv) any accounting adjustments that were noted or proposed by the external auditor but were not made (whether immaterial or otherwise); and

 

(v) any communication between the audit team and their national office relating to accounting or auditing issues encountered during their work.

 

(b) review and recommend approval to the Board of the following financial sections of:

 

(i) annual Report to shareholders;

 

(ii) Annual Information Form

 

(iii) prospectuses;

 

(iv) annual and interim press release disclosing financial results, when applicable; and,

 

(v) other financial reports requiring approval by the Board.

 

(c) review disclosures related to any insider and related party transactions.

 

2. Internal Controls

 

The duties and responsibilities of the Committee as they relate to internal and disclosure controls as well as financial risks of the Corporation are to:

 

(a) periodically review and assess with management and the external auditor the adequacy and effectiveness of the Corporation’s systems of internal control over financial reporting and disclosure, including policies, procedures and systems to assess, monitor and manage the Corporation’s assets, liabilities and expenses. In addition, the Committee will review and discuss the appropriateness and timeliness of the disposition of any recommendations for improvements in internal control over financial reporting and disclosure procedures;

 

(b) obtain and review reports of the external auditor on significant findings and recommendations on the Corporation’s internal controls, together with management’s responses; and,

 

(c) periodically discuss with management, the Corporation’s policies regarding financial risk assessment and financial risk management, including an annual review of insurance coverage. While it is the responsibility of management to assess and manage the Corporation’s exposure to financial risk, the Committee will discuss and review guidelines and policies that govern the process. The discussion may include the Corporation’s financial risk exposures and the steps management has taken to monitor and control such exposures, including hedging, foreign exchange, internal controls, and cash and short-term investments.

 

3. External Auditor

 

The duties and responsibilities of the Committee as they relate to the external auditor of the Corporation shall be to:

 

(a) receive reports directly from and oversee the external auditor;

 

 

(b) discuss with representatives of the external auditor the plans for their quarterly reviews, when applicable, and annual audit, including the adequacy of staff and their proposed fees and expenses. The Committee will have separate discussions with the external auditor, without management present, on:

 

(i) the results of their annual audit and applicable quarterly reviews;

 

(ii) any difficulties encountered in the course of their work, including restrictions on the scope of activities or access to information;

 

(iii) management’s response to audit issues and, when applicable, quarterly review issues; and,

 

(iv) any disagreements with management.

 

(c) pre-approve all audit and allowable non-audit fees and services to be provided by the external auditor in accordance with securities laws and regulations. The Committee will pre-approve all audit and non-audit services to be provided by the external auditor in advance of work being started on such services. The Committee Chair may approve proposed audit and non-audit services between Committee meetings and will bring any such approvals to the attention of the Committee at its next meeting;

 

(d) recommend to the Board that it recommend to the shareholders of the Corporation the appointment and termination of the external auditor;

 

(e) receive reports in respect of quarterly reviews, when applicable, and audit work of the external auditor and, where applicable, oversee the resolution of any disagreements between management and the external auditor;

 

(f) ensure that at all times there are direct communication channels between the Committee and the external auditor of the Corporation to discuss and review specific issues, as appropriate;

 

(g) meet separately, on a regular basis, with management and the external auditor to discuss any issues or concerns warranting Committee attention. As part of this process, the Committee shall provide sufficient opportunity for the external auditor to meet privately with the Committee;

 

(h) at least annually, assess the external auditor’s independence and receive a letter each year from the external auditor confirming its continued independence;

 

(i) allow the external auditor of the Corporation to attend and be heard at any meeting of the Committee;

 

(j) review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the external auditor to ensure compliance with NI 52-110;

 

(k) review and report quarterly to the Board on the Company’s compliance with the Anti-Bribery/Anti-Corruption Policy;

 

(l) at least annually, evaluate the external auditor’s qualifications, performance and independence and report the results of such review to the Board; and

 

 

4. Whistleblower

 

The duties and responsibilities of the Committee as they relate to the Whistleblower Policy of the Corporation shall be to:

 

(a) establish and review procedures established with respect to employees and third parties for:

 

(i) the receipt, retention and treatment of complaints received by the Company, confidentially and anonymously, regarding accounting, financial reporting and disclosure controls and procedures, or auditing matters; and

 

(ii) dealing with the reporting, handling and taking of remedial action with respect to alleged violations of accounting, financial reporting and disclosure controls and procedures, or auditing matters, as well as certain other alleged illegal or unethical behaviour, in accordance with the Corporation’s related policy and procedures.

 

5. Compliance

 

The duties and responsibilities of the Committee as they relate to the Corporation’s Compliance are to:

 

(a) review disclosures made by the Corporation’s Chief Executive Officer and Chief Financial Officer regarding compliance with their certification obligations as required by the regulators;

 

(b) review the Corporation’s Chief Executive Officer and Chief Financial Officer’s quarterly and annual assessments of the design and operating effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting, respectively;

 

(c) review the findings of any examination by regulatory agencies, and any auditor observations; and,

 

(d) receive reports, if any, from management and corporate legal counsel of evidence of material violation of securities laws or breaches of fiduciary duty.

 

6. Reporting Responsibilities

 

It is the duty and responsibility of the Committee to:

 

(a) regularly report to the Board on Committee activities, issues and related recommendations; and,

 

(b) report annually to the shareholders, describing the Committee’s composition, responsibilities and how they are discharged, and any other information required by legislation.

 

7. Other Responsibilities

 

Other responsibilities of the Committee are to:

 

(a) perform any other related activities as requested by the Board;

 

(b) review and assess the adequacy of the Committee mandate annually, requesting Board approval for proposed changes; and,

 

(c) institute and oversee special investigations, as needed.

 

 

APPENDIX III

 

 

 

CORPORATE GOVERNANCE AND NOMINATING
COMMITTEE MANDATE

 

A. PURPOSE

 

The overall purpose of the Corporate Governance and Nominating Committee (the “CG&N Committee”) of Midas Gold Corp. (“Midas Gold”) is to provide a focus on corporate governance that will enhance corporate performance, and to provide oversight, on behalf of the Board of Directors (the “Board”) and shareholders, that the corporate governance system is effective in the discharge of its obligations to Midas Gold’s stakeholders.

 

B. COMPOSITION, PROCEDURES AND ORGANIZATION

 

1. The CG&N Committee shall consist of at least three members of the Board, all of whom shall be non-management directors, and “independent” within the meaning of all applicable Canadian securities laws and the rules of each stock exchange on which Midas Gold’s securities are listed (collectively, the “Applicable Regulations”), except if and to the extent that the Applicable Regulations permit otherwise.

 

2. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the CG&N Committee for the ensuing year. The Board may at any time remove or replace any member of the CG&N Committee and may fill any vacancy in the CG&N Committee.

 

3. Unless the Board shall have appointed a chair of the CG&N Committee, the members of the CG&N Committee shall elect a chair from among their number.

 

4. The secretary of the CG&N Committee shall be the Corporate Secretary, unless otherwise determined by the CG&N Committee.

 

5. The CG&N Committee shall have the opportunity to meet at each regularly scheduled board meeting, but not less than twice per year, and at such locations as the Chair of the CG&N Committee shall determine and may also meet at any other time or times on the call of the Chair of the CG&N Committee or any two of the other members.

 

6. The quorum for meetings shall be a majority of the members of the CG&N Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other.

 

7. Any two directors may request the Chair to call a meeting of the CG&N Committee and may attend at such meeting or inform the CG&N Committee of a specific matter of concern to such directors, and may participate in such meeting to the extent permitted by the Chair of the CG&N Committee.

 

8. The CG&N Committee shall have access to such officers, employees and the external auditors and legal counsel of Midas Gold, and to such information respecting Midas Gold, and may engage separate independent counsel and advisors at the expense of Midas Gold, all as it considers necessary or advisable in order to perform its duties and responsibilities. Expenditures or commitments in excess of $25,000 are subject to board approval.

 

 

C. DUTIES AND RESPONSIBILITIES

 

The duties and responsibilities of the CG&N Committee shall be as follows:

 

(b) to develop and monitor the overall approach to corporate governance issues and, subject to approval by the Board, to implement and administer a system of corporate governance which reflects superior standards of corporate governance practices;

 

(c) to report annually to the shareholders, through the annual management proxy circular or annual report to shareholders, on Midas Gold’s system of corporate governance and the operation of its system of governance, having reference to National Policy 58-201 Corporate Governance Guidelines;

 

(d) to analyze and report annually to the Board as to the relationship of each director to Midas Gold, and to make annual recommendations to the Board as to whether such director should be classified as an independent director, a related director or an unrelated director;

 

(e) to advise the Board or any of the committees of the Board of any corporate governance issues which the CG&N Committee determines ought to be considered by the Board or any such committee;

 

(f) review and report quarterly to the Board on the Company’s compliance with the Anti-Bribery/Anti-Corruption Policy;

 

(g) to review with the Board, on a regular basis but not less than annually, the role of the Board, the mandate of each of the committees of the Board and the methods and processes by which the Board fulfills its duties and responsibilities;

 

(h) to develop and implement a process for evaluating the performance of the board of directors and committees of the board as well as the chair persons of such committees. To annually evaluate the performance of such committees and chair persons and the Board. Additionally the committee will develop a similar process to be conducted on a regular, but not annual, basis to evaluate the performance of individual directors and the chair person;

 

(i) to recommend to the Board a system which enables a committee or an individual director to engage separate independent counsel and advisors at the expense of Midas Gold in appropriate circumstances and, upon the approval by the Board of such a process, to be responsible for the management and administration thereof;

 

(j) be responsible for identifying individuals qualified to become new board members and recommending to the board the new director nominees for the next annual meeting of the shareholders, and in so doing consider:

 

i. the competencies and skills that the board considers to be necessary for the board, as a whole, to possess;

 

ii. the competencies and skills that the board considers each existing director to possess; and

 

iii. the competencies and skills each new nominee will bring to the boardroom.

 

 

(k) ensure an appropriate orientation and continuing education program is in place for new and existing directors;

 

(l) whenever the Chairman of the Board is also the Chief Executive Officer of Midas Gold, to establish practices and procedures to permit the Board to act independently, and to act as a forum for concerns of individual directors regarding matters not readily or easily brought to a full Board meeting for discussion;

 

(m) to review, discuss and approve on an annual basis the policies of the Corporation;

 

(n) to oversee the Corporation’s Anti-Bribery and Anti-Corruption Policy and monitor and review the processes that are in place to maintain compliance with the Extractive Sector Transparency Measures Act; and,

 

(o) review such other matters as may be referred to the Committee by the Board.

 

 

 

 

APPENDIX IV

 

 

COMPENSATION COMMITTEE MANDATE

 

A. PURPOSE

 

The overall purpose of the Compensation Committee (the “Committee”) of Midas Gold Corp. (“Midas Gold”) is to implement and oversee human resources and compensation policies approved by the Board of Directors (the “Board”) of the Corporation.

 

B. COMPOSITION, PROCEDURES AND ORGANIZATION

 

1. The Committee shall consist of at least three members of the Board, all of whom shall be non-management directors, and “independent”, within the meaning of all applicable Canadian securities laws and the rules of each stock exchange on which Midas Gold’s securities are listed (collectively, the “Applicable Regulations”), except if and to the extent that the Applicable Regulations permit otherwise.

 

2. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee. Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair from among their number.

 

3. The secretary of the Committee shall be the Corporate Secretary, unless otherwise determined by the Committee.

 

4. The Committee shall have the opportunity to meet at each regularly scheduled board meeting, but not less than twice per year, and at such locations as the Chair of the Committee shall determine and may also meet at any other time or times on the call of the Chair of the Committee or any two of the other members. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

 

5. The Chief Executive Officer shall be available to advise the Committee, shall receive notice of all meetings of the Committee and may attend meetings at the invitation of the Chair of the Committee; provided, that the Chief Executive Officer may not be present during the Committee’s voting or deliberations on the compensation of the Chief Executive Officer.

 

 

6. The Committee shall have access to such officers and employees and such information respecting Midas Gold and may, in its sole discretion, engage such compensation consultants, independent legal counsel and other advisors (collectively, “Compensation Advisors”) at the expense of Midas Gold, all as it considers to be necessary or advisable in order to perform its duties and responsibilities. Prior to engaging any Compensation Advisor, the Committee shall assess the independence of the Compensation Advisor, taking into consideration the following factors, as well as any other factors required to be considered pursuant to the Applicable Regulations:

 

(a) the provision of other services to Midas Gold by the person that employs the Compensation Advisor;

 

(b) the amount of fees received from Midas Gold by the person that employs the Compensation Advisor;

 

(c) the policies and procedures of the person that employs the Compensation Advisor that are designed to prevent conflicts of interest;

 

(d) any business or personal relationship of the Compensation Advisor with a member of the Committee;

 

(e) any Midas Gold shares owned by the Compensation Advisor; and

 

(f) any business or personal relationship of the Compensation Advisor or the person employing the Compensation Advisor with an executive officer of Midas Gold.

 

7. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Compensation Advisor retained by the Committee. Midas Gold shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any Compensation Advisor retained by the Committee.

 

C. DUTIES AND RESPONSIBILITIES

 

1. The duties and responsibilities of the Committee shall be as follows:

 

(m) to recommend to the Board compensation policies and guidelines for application to Midas Gold;

 

(n) to work with management so that Midas Gold has in place programs to attract and develop management of the highest calibre and a process to provide for the orderly succession of management;

 

(o) to review corporate goals and objectives relevant to the compensation of the Chief Executive Officer and, in light of those goals and objectives, to recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer (provided, that notwithstanding the foregoing, the Committee shall approve all awards to the Chief Executive Officer pursuant to the Midas Gold stock option plan and any other plan that delegates to the Committee such authority) and to approve compensation for all other designated officers after considering the recommendations of the Chief Executive Officer, all within the human resources and compensation policies and guidelines approved by the Board;

 

(p) to implement and administer compensation policies approved by the Board concerning the following:

 

(i) executive compensation, contracts, stock plans or other incentive plans, including making awards of equity-based compensation and options, or where the plan or contract does not delegate to the Committee such authority, making recommendations to the Board regarding such awards; and,

 

(q) from time to time, to review the Corporation’s broad policies and programs in relation to benefits;

 

(r) to annually receive from the Chief Executive Officer recommendations concerning annual compensation policies and budgets, including stock options, for all employees;

 

 

(s) from time to time, to review with the Chief Executive Officer the Corporation’s broad policies on compensation for all employees and overall labour relations strategy for employees;

 

(t) to develop and monitor the overall approach to remuneration for the directors of Midas Gold and, subject to approval by the Board, to implement a remuneration program for the directors and the roles within the Board committees;

 

(u) to periodically review the adequacy and form of the compensation of directors so that the compensation realistically reflects the responsibilities and risks involved in being an effective director, and to report and make recommendations to the Board accordingly;

 

(v) to report regularly to the Board on all of the Committee’s activities and findings during that year;

 

(w) to develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors within a reasonable period of time following each annual general meeting of shareholders; and

 

(x) to review executive compensation disclosure before publicly disclosed.

 

 

SCHEDULE “A”

 

 

2011 EVERGREEN INCENTIVE STOCK OPTION PLAN

 

ARTICLE ONE

 

DEFINITIONS AND INTERPRETATIONS

 

Section 1.01         Definitions: For purposes of the Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

 

(a) "Blackout Expiration Term" means an expiration date for a term of an Option that falls within, or immediately after a blackout period self imposed by the Company;

 

(b) "Change of Control" means the acquisition by any person or by any person and a person "acting jointly or in concert with" such person, as defined in MI 62-104, whether directly or indirectly, of voting securities which, when added to all other voting securities of the Company at the time held by such person or by such person and a person "acting jointly or in concert with" another person, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Company;

 

(c) "Committee" shall mean the Directors or, if the Directors so determine in accordance with section 2.03 of the Plan, the committee of the Directors authorized to administer the Plan;

 

(d) "Common Shares" shall mean the common shares of the Company, as adjusted in accordance with the provisions of Article Six of the Plan;

 

(e) "Company" shall mean Midas Gold Corp., a corporation incorporated pursuant to the provisions of the Business Corporations Act (British Columbia);

 

(f) "CRA" means Canada Revenue Agency;

 

(g) "Directors" shall mean the directors of the Company from time to time;

 

(h) "Eligible Insiders" shall mean the Insiders of the Company or of any subsidiary of the Company from time to time who, by the nature of their positions are, in the opinion of the Committee, in a position to contribute to the success of the Company;

 

(i) "Eligible Employees" shall mean employees, including officers, whether Directors or not, and including both full-time and part-time employees, of the Company or any subsidiary of the Company who, by the nature of their positions or jobs are, in the opinion of the Committee, in a position to contribute to the success of the Company;

 

(j) "Employment Contract" means any contract between the Company or any subsidiary of the Company and any Eligible Employee or Service Provider relating to, or entered into in connection with, the employment of the Eligible Employee or the engagement of the Service Provider;

 

(k) "Fixed Term" means the fixed expiration date of the term of an Option;

 

(l) "Insider" means an insider as defined in the Securities Act;

 

 

(m) "Market Price" means the VWAP on the TSX, or another stock exchange where the majority of the trading volume and value of the Common Shares occurs, for the five trading days immediately preceding the relevant date. If the Common Shares are suspended from trading or have not been traded on TSX or another stock exchange for an extended period of time, the market price will be the fair market value of the Common Shares as determined by the Directors who shall: (A) consider all available information material to the value of the Company’s Common Shares, and (B) employ a reasonable valuation method.

 

(n) "MI 62-104" means Multilateral Instrument 62-104, Take-Over Bids and Issuer Bids, of the Canadian Securities Administrators;

 

(o) "Option" shall mean an option to purchase Common Shares granted pursuant to, or governed by, the Plan;

 

(p) "Optionee" means a Participant to whom an Option has been granted pursuant to the Plan;

 

(q) "Option Period" shall mean the period of time during which the particular Option may be exercised;

 

(r) "Participant" shall mean each Eligible Insider, Eligible Employee and Service Provider;

 

(s) "Plan" shall mean this stock option plan;

 

(t) "Securities Act" means the British Columbia Securities Act, R.S.B.C. 1996, c.418, as amended from time to time;

 

(u) "Service Provider" shall mean any person or corporation, other than an Employee or Insider, engaged to provide services for the Company or for any entity controlled by the Company for an initial, renewable or extended period of twelve months or more;

 

(v) "TSX" shall mean The Toronto Stock Exchange;

 

(w) "TSX Insider" shall mean

 

(i) an insider of the Company, other than a person who is an insider of the Company solely by virtue of being a director or senior officer of a subsidiary of the Company; and

 

(ii) an associate or affiliate of any person who is an insider of the Company within the meaning of paragraph (i) of this definition;

 

(x) "Vested" means that an option has become exercisable in respect of options held by an Optionee; and

 

(y) "VWAP" means the volume weighted average trading price of the Company's Common Shares, calculated by dividing the total value by the total volume of securities traded for the relevant period.

 

Section 1.02        Securities Definitions: In the Plan, the term "affiliate", "associate", "subsidiary" and "insider" shall have the meanings given to such terms in the Securities Act.

 

Section 1.03        Headings: The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

 

Section 1.04        Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

 

Section 1.05        References to the Plan: The words "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof.

 

Section 1.06        Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

 

 

ARTICLE TWO

 

PURPOSE AND ADMINISTRATION OF THE PLAN

 

Section 2.01      Purpose of the Plan: The purpose of the Plan is to promote the profitability and growth of the Company by facilitating the efforts of the Company and its subsidiaries to obtain and retain key individuals. The Plan provides an incentive for and encourages ownership of the Company's shares by its key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Company's shares, it being generally recognized that stock option plans aid in attracting, retaining and encouraging employees and directors due to the opportunity offered to them to acquire a proprietary interest in the Company.

 

Section 2.02      Administration of the Plan: The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan including the authority to appoint an agent to assist in the administration of the Plan, the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Company. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Company.

 

Section 2.03      Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors.

 

Section 2.04      Record Keeping: The Company shall maintain, or cause to be maintained, a register in which shall be recorded:

 

(a) the name and address of each Optionee;

 

(b) the number of Common Shares subject to Options granted to each Optionee; and

 

(c) the aggregate number of Common Shares subject to Options.

 

ARTICLE THREE

 

ELIGIBILITY AND PARTICIPATION
IN THE PLAN AND GRANT OF OPTIONS

 

Section 3.01      Eligibility: Options shall only be granted to Participants.

 

Section 3.02      Determination of Option Recipients and Option Terms: The Committee shall from time to time determine the Participants to whom Options shall be granted, the number of Common Shares to be made subject to and the expiry date of each option granted to each Participant and the other terms of each Option granted to each Participant including any vesting provisions that may be applicable, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Company and any other factors which the Committee deems appropriate and relevant. Each Option granted to a Participant shall be evidenced by a stock option agreement containing terms and conditions consistent with the provisions of the Plan, which terms and conditions need not be the same in each case. No Participant who is a Director shall vote on any motion considered by the Directors granting any Option to such Director.

 

 

ARTICLE FOUR

 

NUMBER OF COMMON SHARES SUBJECT TO THE
PLAN, EXERCISE PRICE AND TERM OF OPTIONS

 

Section 4.01      Number of Shares: The maximum number of Common Shares which may be made subject to Options at any time and from time to time shall not exceed 10% of the total number of Common Shares then outstanding on a non-diluted basis, subject to adjustment in accordance with Article Six of the Plan. In addition, the maximum number of Common Shares which, together with Common Shares subject to all other security-based compensation arrangements of the Company (within the meaning of the policy on security based compensation arrangements of the TSX) with such Participant or Participants, as the case may be, may be:

 

(a) reserved for issue to Participants who are TSX Insiders shall not exceed 10% of the number of Common Shares then outstanding;

 

(b) issued to Participants who are TSX Insiders within a one-year period shall not exceed 10% of the number of Common Shares then outstanding;

 

(c) issued to any one Participant who is a TSX Insider and the associates of such Participant within a one-year period shall not exceed 5% of the number of Common Shares then outstanding; and

 

(d) reserved for issue to any one Participant shall not exceed 5% of the number of Common Shares then outstanding.

 

For purposes of this section 4.01 (a) through (d), the number of Common Shares then outstanding shall mean the number of Common Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Option, excluding Common Shares issued pursuant to share compensation arrangements over the preceding one-year period. If Options are exercised, or are surrendered, terminate or expire without being exercised in whole or in part, the Common Shares which were the subject of such Options may again be made subject to an Option.

 

Section 4.02      Exercise Price: The price per share at which any Common Share which is the subject of an Option may be purchased shall be determined by the Directors at the time the Option is granted, provided that such price shall be not less than the Market Price as of the date of the grant of such Option.

 

Section 4.03      Term of Options: The Option Period for each Option shall be such period of time as shall be determined by the Committee, subject to any Employment Contract, provided that no Option Period shall exceed a Fixed Term of 10 years, subject only to the Fixed Term expiration date falling within, or immediately after, a blackout period which was self imposed by the Company in which case a Blackout Expiration Term shall apply.

 

Section 4.04      Blackout Expiration Term: The Blackout Expiration Term will be a fixed period of time of ten (10) business days after lifting the blackout period and will not be subject to the discretion of the Directors. Should the Fixed Term of the Option Period expire immediately after a blackout period self imposed by the Company, the Blackout Expiration Term will be reduced by the number of days between the Fixed Term expiration date and the end of the blackout period. For purposes of this section 4.04:

 

(a) the Blackout Expiration Term will only be available when there is a blackout period self imposed by the Company; and

 

(b) the Blackout Expiration Term is available, under the same terms and conditions, to all Participants under the Plan.

 

Section 4.05      Percentage of Common Shares to be Purchased: The Committee may determine the number or percentage of Common Shares which may be purchased by an Optionee during any particular time period within the Option Period, provided, however, the number of shares subject to an Option shall be fixed as of the date of the grant of such Option.

 

 

ARTICLE FIVE

 

EXERCISE OF OPTION, EFFECT OF DEATH AND
TERMINATION OF EMPLOYMENT AND WITHHOLDING TAXES

 

Section 5.01         Exercise of Option:

 

(a) Exercise: Subject to any restriction on the number or percentage of Common Shares which may be purchased by the Optionee during any particular time period within the Option Period determined by the Committee, an Option that is eligible for exercise may be exercised by the Optionee in whole at any time, or in part from time to time, during the Option Period by delivery to the Company, or its duly appointed agent (if any), of a notice of exercise addressed to the Company, provided however that, except as otherwise specifically provided in section 5.02 or section 5.03 hereof or in any Employment Contract, no Option may be exercised unless the Optionee at the time of exercise thereof is:

 

(i) in the case of an Eligible Employee, in the employment of the Company or a subsidiary of the Company and has been continuously so employed since the date of grant of such option, provided however that a leave of absence with the approval of the Company or such subsidiary of the Company shall not be considered an interruption of employment for purposes of the Plan;

 

(ii) in the case of an Eligible Insider who is not also an Eligible Employee, a director of the Company or a subsidiary of the Company and has been such a director continuously since the date of grant of such Option; and

 

(iii) in the case of a Service Provider, engaged in providing services for the Company or an entity controlled by the Company and has been so engaged since the date of grant of such Option.

 

(b) Payment of Exercise Price: The exercise of any Option shall be contingent upon receipt by the Company of payment of the aggregate purchase price for the Common Shares in respect of which the Option has been exercised. No Optionee, or legal representative, legatee or distributee of any Optionee, will be, or will be deemed to be, a holder of any Common Shares with respect to which such Optionee was granted an Option, unless and until such Common Shares are issued to such Optionee, or person, under the terms of the Plan. Subject to section 9.04 hereof, upon an Optionee exercising an Option and paying the Company the aggregate purchase price for the Common Shares in respect of which the Option has been exercised, the Company shall as soon as practicable issue and deliver the Common Shares so purchased.

 

(c) Cashless Exercise: An Option that is eligible for exercise may be exercised in exchange for cash by the delivery to the Company, or its duly appointed agent (if any), of the prescribed form of notice of cashless exercise addressed to the Company specifying the number of Options to be exercised for cash. An Optionee who elects the cashless exercise of Options is deemed to have assigned to Haywood Securities Inc., or such other broker as the Company may appoint to facilitate the cashless exercise of Options, (the "Broker") such Optionee's right to receive Common Shares and is deemed to release the Company from any further obligation to issue Common Shares to such Optionee in respect of such Options exercised in exchange for cash. When an Optionee elects the cashless exercise of Options by providing the prescribed form of notice of cashless exercise, the Company shall issue directly to the Broker the number of Common Shares in respect of such Options exercised for cash and the Broker shall, at the election of the Optionee: (i) sell at market, and retain the proceeds of, a sufficient number of Common Shares to cover the aggregate purchase price of the Common Shares and any withholding tax or other withholding liabilities in respect of which the Option has been exercised, with any cash balance to be delivered to the Optionee and any remaining Common Shares held by the Broker in trust for, or delivered as directed by, the Optionee; or (ii) sell at market all of the Common Shares in respect of which the Option has been exercised and deliver to the Optionee the cash balance remaining after deducting the aggregate purchase price of such Common Shares and any withholding tax or other withholding liabilities.

 

 

(d) Stock Appreciation Rights: An Optionee may, rather than exercise any Option to which the Optionee is then entitled to exercise pursuant to the Plan, elect, by the delivery to the Company, or its duly appointed agent (if any), of the prescribed form, to terminate such Option, in whole or in part, and, in lieu of purchasing the Common Shares to which the Option, or part thereof, so terminated relates, elect to exercise the right (the "Stock Appreciation Rights") to receive at no additional cost that number of Common Shares, disregarding fractions, which, when multiplied by the Market Price determined as of the day immediately preceding the date of termination of such Option, or part thereof, has a value equal to the product of (i) the number of Common Shares to which the Option, or part thereof, so terminated relates, multiplied by (ii) the difference between the Market Price of the Common Shares determined as of the day immediately preceding the date of termination of such Option, or part thereof, and the exercise price per Common Share to which the Option, or part thereof, so terminated relates, less any amount (which amount may be withheld in Common Shares) required to be withheld on account of income taxes, which withheld income taxes will be remitted by the Company.

 

Section 5.02         Effect of Death: If a Participant shall die while an Optionee, any Option held by such Optionee at the date of death shall be exercisable in whole or in part only by the person or persons to whom the rights of the Optionee under the Option shall pass by the will of the Optionee or the laws of descent and distribution for a period of one year after the date of death of the Optionee or prior to the expiration of the Option Period in respect of the Option, whichever is sooner, and then only to the extent that such Optionee was entitled to exercise the Option at the date of death of such Optionee, subject to the provisions of any Employment Contract.

 

Section 5.03         Effect of Termination of Employment: If an Optionee shall cease to be a Participant for cause, no Option held by such Optionee shall be exercisable following the date on which such Optionee ceases to be a Participant. If an Optionee ceases to be a Participant for any reason other than for cause or by virtue of death, any Option held by such Optionee at such time shall remain exercisable in full at any time, and in part from time to time, for a period of 30 days after the date on which the Optionee ceases to be a Participant or prior to the expiration of the Option Period in respect of the Option, whichever is sooner, and then only to the extent that such Optionee was entitled to exercise the Option at such time, subject to the provisions of any Employment Contract.

 

Section 5.04         Withholding Taxes: The exercise (or termination pursuant to s. 5.01(d), if applicable) of each Option granted under the Plan is subject to the condition that if at any time the Company determines, in its sole discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Company. In such circumstances, the Company may in its sole discretion:

 

(a) require the Optionee to pay to the Company, in addition to and in the same manner as the exercise price for the Common Shares subject to the Option, such amount as the Company is obliged to remit to the relevant taxing authority in respect of the exercise of the Option;

 

(b) retain any Common Shares that are to be issued upon exercise of any Option and sell such Common Shares so as to enable the Company to realize cash proceeds in an amount equal to the aggregate remittance obligation of the Company in connection with the exercise of the Option and the execution of the stock option agreement referred to in Section 3.02 shall be the complete and irrevocable authority provided by the Optionee to the Company to do so without any liability for the price at which such Common Shares are sold;

 

(c) retain any amount payable, which would otherwise be issued or delivered, provided or paid to an Optionee by the Company, whether or not such amounts are payable under the Plan; or

 

 

(d) make other arrangements reasonably acceptable to the Company to satisfy the aggregate remittance obligation of the Company in connection with the exercise of the Option.

 

Section 5.05         Calculation of Withholding Taxes: Upon a notice of option exercise being received by the Company from the Optionee, the Company will:

 

(a) calculate the amount required to be withheld and remitted to the applicable taxing authorities by the Company in respect of the exercise of an Option by an Optionee (the "Withheld Amounts");

 

(b) advise the Optionee in writing of the amount of the Withheld Amounts;

 

(c) remit to the applicable taxing authorities the Withheld Amounts; and

 

(d) where the Optionee is subject to annual reporting to applicable taxing authorities, include in annual reporting forms and deliver to the Optionee the amount of the benefit received by the Optionee as a result of the exercise of the Option, the amount of any deduction available to the Optionee and the amount of the Withheld Amounts remitted to the applicable taxing authorities in respect of the exercise of the Option.

 

Section 5.06         Spin-Out Transactions: If, pursuant to the operation of Section 6.02, an Optionee receives options (the "New Options") to purchase securities of another company (the "New Company") in respect of the Optionee's Options (the "Subject Options"), the New Options shall expire on the earlier of: (i) the Fixed Term expiration date of the Subject Options; (ii) if the Optionee does not become an Eligible Employee or Eligible Insider in respect of the New Company, the date that the Subject Options expire pursuant to the provisions of the Plan; (iii) if the Optionee becomes an Eligible Employee or Eligible Insider in respect of the New Company, the date that the New Options expire pursuant to the corresponding terms of the New Company's stock option plan and (iv) the date that is two (2) years after the Optionee ceases to be an Eligible Employee or Eligible Insider in respect of the New Company, or such shorter period as determined by the Committee.

 

ARTICLE SIX

 

CAPITAL CHANGES

 

Section 6.01         Capital Changes: In the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the Directors in:

 

(a) the number of Common Shares available under the Plan;

 

(b) the number of Common Shares subject to Options; and

 

(c) the exercise price of the Common Shares subject to Options.

 

If the foregoing adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Plan.

 

Section 6.02         Amalgamation, Consolidation or Merger: If the Company: (a) amalgamates with, consolidates with or merges with or into another corporation resulting in a reclassification or change of the outstanding Common Shares into other shares or securities, or (b) participates in a statutory arrangement or other transaction, including a transaction under which, among other things, the business or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Company's shareholders, or the exchange with the Company's shareholders, of securities of the Company, or securities of another company, or both, or (c) participates in a transaction whereby all or substantially all of the Company's undertaking and assets become the property of another corporation; the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares receivable upon exercise of an Option and for the same exercise price, the kind and amount of shares and other securities, property or cash which such holder would have been entitled to receive as a result of such amalgamation, consolidation, merger or arrangement, on the effective date thereof, had the Optionee been the registered holder of the number of Common Shares to which the Optionee was entitled to purchase upon exercise of such Options, provided no such transaction shall extend in any way the Fixed Term..

 

 

Section 6.03         Restriction. Notwithstanding the provisions of Sections 6.01 and 6.02 to the contrary, any substitution for or alteration of the number or identity of Common Shares to be received by an Optionee as a consequence of a Capital Change (as described in Section 6.01) or a transaction (as described in Section 6.02), the ratio of the exercise price to the fair market value of the substitute or altered shares subject to the Option immediately after the substitution or alteration shall not be greater than the ratio of the exercise price to the fair market value of the Common Shares subject to the Option immediately before the substitution or alteration.

 

ARTICLE SEVEN

 

TAKE-OVER BIDS AND CHANGES OF CONTROL

 

7.01                     Effect of a Take-Over Bid: If a bona fide offer (an "Offer") for Common Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of subsection 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon all Common Shares subject to such Option will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Common Shares received upon such exercise, pursuant to the Offer. However, if:

 

(a) the Offer is not completed within the time specified therein; or

 

(b) all of the Common Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

 

then the Common Shares received upon such exercise, or in the case of clause (b) above, the Common Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Common Shares and with respect to such returned Common Shares, the option shall be reinstated as if it had not been exercised and the terms upon which such Common Shares were to become Vested pursuant to this section shall be reinstated. If any Common Shares are returned to the Company under this section 7.01, the Company shall immediately refund the exercise price to the Optionee for such Common Shares.

 

7.02                    Acceleration of Expiry Date: If, at any time when an Option granted under the Plan remains unexercised, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of full particulars of the Offer, declare all Common Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Common Shares must be tendered pursuant to the Offer, provided such Offer is completed.

 

7.03                    Compulsory Acquisition or Going Private Transaction: If and whenever, following a take-over bid or an issuer bid, there shall be a compulsory acquisition of the Company's Common Shares pursuant to Division 6 of the Business Corporations Act (British Columbia) or any successor or similar legislation, or any amalgamation, merger or arrangement in which securities acquired in a formal take-over bid may be voted under the conditions described in section 8.2 of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, then following the date upon which such compulsory acquisition, amalgamation, merger or arrangement is effective, an Optionee shall be entitled to receive, and shall accept, for the same exercise price, in lieu of the number of Common Shares to which such Optionee was theretofore entitled to purchase, the aggregate amount of cash, shares, or other securities or other property which such Optionee would have been entitled to receive as a result of such bid if he or she had tendered such number of Common Shares to the bid.

 

 

7.04                    Effect of a Change of Control: If a Change of Control occurs, all Common Shares subject to each outstanding Option will become Vested, whereupon such Option may be exercised in whole or in part by the Optionee.

 

7.05                    Exercise After Change of Control: If an Optionee elects to exercise its Options following a Change of Control, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares which such Optionee was entitled upon such exercise and for the same exercise price, the kind and amount of shares and other securities, property or cash which such holder would have been entitled to receive as a result of such Change of Control, on the effective date thereof, had the Optionee been the registered holder of the number of Common Shares to which the Optionee was entitled to purchase upon exercise of such Options.

 

ARTICLE EIGHT

 

EFFECTIVE DATE OF PLAN, AMENDMENT
OF PLAN AND TERMINATION OF PLAN

 

Section 8.01         Effective Date of Plan: The Plan shall become effective upon the later of the date determined by the Directors and the date of approval of the shareholders of the Company given by the affirmative vote of a majority of the Common Shares represented at the meeting of the shareholders of the Company at which a motion to approve the Plan is presented.

 

Section 8.02         Amendment of Plan:

 

(1) The Directors may from time to time in the absolute discretion of the Directors amend, modify and change the provisions of an Option or the Plan without obtaining approval of shareholders to:

 

(a) make amendments of a clerical nature;

 

(b) change vesting provisions of an Option or the Plan;

 

(c) change the termination provisions of an Option or the Plan which does not entail an extension beyond the original expiry date of the Option or the Plan;

 

(d) implement a cashless exercise feature, payable in cash or securities, provided that such feature provides for a full deduction of the number of shares from the number of shares reserved under the Plan;

 

(e) make any other amendments of a non-material nature which are approved by the TSX; and

 

(f) make amendments deemed by the Board to be necessary or advisable because of any change in applicable securities laws or other laws.

 

(2) For greater certainty, subject to Section 6.01 and Section 8.02(3), the Directors shall not be permitted to amend the exercise price of any Option issued under the Plan where such amendment reduces the exercise price of such Option (for this purpose, a cancellation or termination of an Option of a Participant prior to its expiry for the purpose of re-issuing Options to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option).

 

(3) All amendments, modifications or changes not specified in Section 8.02(1) shall only be effective upon such amendment, modification or change being approved by the shareholders of the Company.

 

 

(4) Any amendment, modification or change of any provision of the Plan shall be subject to approval, if required, by any regulatory body having jurisdiction.

 

Section 8.03         Termination of the Plan: The Plan may be terminated at any time by the Directors. Notwithstanding the termination of the Plan, any Option outstanding under the Plan at the time of termination shall remain in effect until such Option has been exercised, has expired, has been surrendered to the Company or has been terminated.

 

ARTICLE NINE

 

MISCELLANEOUS PROVISIONS

 

Section 9.01         Non-Assignable: No rights under the Plan and no Option awarded pursuant to the provisions of the Plan are assignable or transferable by any Participant other than pursuant to a will or by the laws of descent and distribution.

 

Section 9.02         Rights as a Shareholder: No Optionee shall have any rights as a shareholder of the Company with respect to any Common Shares which are the subject of an Option. No Optionee shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or other rights declared for shareholders of the Company for which the record date is prior to the date of exercise of any Option.

 

Section 9.03         No Contract of Employment: Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of the Company or any subsidiary of the Company nor interfere or be deemed to interfere in any way with any right of the Company or any subsidiary of the Company to discharge any Participant at any time for any reason whatsoever, with or without cause.

 

Section 9.04         Necessary Approvals / Compliance with Laws: The obligation of the Company to grant any Option pursuant to the Plan and to issue, sell and deliver any Common Shares on the exercise of an Option is subject to the approval of any governmental authority or regulatory body required in connection with the grant of such Option or the issue, sale and delivery of such Common Shares by the Company. Any Options granted prior to the Company's receipt of such required approvals shall be conditional upon such approval being given and no Options may be exercised unless such approval has been being given.

 

In the event that any Common Shares cannot be issued to any Optionee pursuant to the exercise of an Option for any reason whatsoever including, without limiting the generality of the foregoing, the failure to obtain any required approval, then the obligation of the Company to issue such Common Shares shall terminate and any money paid to the Company in connection with the exercise of such Option shall be returned to the Optionee without interest or deduction.

 

Section 9.05         No Representation or Warranty: The Company makes no representation or warranty as to the value of any Option granted pursuant to the Plan or as the future value of any Common Shares issued pursuant to the exercise of any Option.

 

Section 9.06         Compliance with Applicable Law: If any provision of the Plan or any Option contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

 

Section 9.07        Applicable Law: The Plan and all of the rights and obligations arising herefrom shall be interpreted and applied in accordance with the laws of the Province of British Columbia.

 

 

 

 

Exhibit 99.54

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in US Dollars)

 

 

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at March 31, 2020 and December 31, 2019

(Expressed in US dollars)

 

    Notes     March 31,
2020
    December 31,
2019
 
ASSETS                      
CURRENT ASSETS                      
Cash and cash equivalents         $ 45,415,134     $ 17,504,622  
Receivables           117,693       123,576  
Prepaid expenses           594,420       782,416  
          $ 46,127,247     $ 18,410,614  
NON-CURRENT ASSETS                      
Buildings and equipment         $ 218,611     $ 247,103  
Right-of-use assets   3       376,843       423,774  
Exploration and evaluation assets           71,423,369       71,423,369  
          $ 72,018,823     $ 72,094,246  
TOTAL ASSETS         $ 118,146,070     $ 90,504,860  
                       
LIABILITIES AND EQUITY                      
CURRENT LIABILITIES                      
Trade and other payables         $ 3,137,065     $ 4,228,719  
Warrant derivative (i)   4       119,879       274,723  
Current lease liabilities   3       180,526       178,294  
          $ 3,437,470     $ 4,681,736  
NON-CURRENT LIABILITIES                      
Convertible notes   5     $ 41,973,131     $ 27,336,373  
Convertible note derivatives (ii)   6       39,694,217       25,478,212  
Non-current lease liabilities   3       212,194       265,563  
          $ 81,879,542     $ 53,080,148  
 TOTAL LIABILITIES         $ 85,317,012     $ 57,761,884  
                       
EQUITY                      
Share capital   7     $ 283,703,049     $ 283,489,578  
Equity reserve   7       26,350,535       25,882,516  
Deficit           (277,224,526 )     (276,629,118 )
TOTAL EQUITY         $ 32,829,058     $ 32,742,976  
TOTAL LIABILITIES AND EQUITY         $ 118,146,070     $ 90,504,860  
                       

 

Commitments – Notes 3 and 12

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with International Financial Reporting Standards (“IFRS”). There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants or options. See Note 4.
(ii) The Convertible Note Derivatives are valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 6.

 

See accompanying notes to condensed consolidated interim financial statements

 

2

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

For the three months ended March 31, 2020 and 2019

(Expressed in US dollars)

 

    Notes     March 31,
2020
    March 31,
2019
 
EXPENSES                      
Consulting         $ 7,523     $ -  
Corporate salaries and benefits           182,706       202,797  
Depreciation           75,423       66,505  
Directors’ fees           43,309       28,949  
Exploration and evaluation   8       5,492,048       5,590,654  
Office and administrative           27,166       61,520  
Professional fees           7,085       62,927  
Share based compensation   7       551,245       768,878  
Shareholder and regulatory           96,529       110,172  
Travel and related costs           26,449       34,142  
OPERATING LOSS         $ 6,509,483     $ 6,926,544  
                       
OTHER (INCOME) EXPENSES                      
Change in fair value of warrant derivative (i)   4     $ (154,844 )   $ (168,996 )
Change in fair value of convertible note derivatives (ii)   6       (859,945 )     (8,408,769 )
Finance costs   9       1,089,592       649,328  
Foreign exchange (gain)/loss           (5,906,514 )     1,181,697  
Interest income           (82,366 )     (156,450 )
   Total other (income)/expenses         $ (5,914,077 )   $ (6,903,190 )
                       
NET LOSS AND COMPREHENSIVE LOSS         $ 595,406     $ 23,354  
                       
NET LOSS PER SHARE, BASIC AND DILUTED         $ 0.00     $ 0.00  
                       
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED           271,533,914       235,759,955  

 

Footnotes: 

(i) The warrant derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants or options. See Note 4.
(ii) The Convertible Note Derivatives are valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 6.

 

See accompanying notes to condensed consolidated interim financial statements

 

3

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

For the three months ended March 31, 2020 and 2019

(Expressed in US dollars except for number of shares)

 

          Share Capital                    
    Note     Shares     Amount     Equity Reserve     Deficit     Total  
BALANCE, January 1, 2019           234,812,690     $ 267,595,776     $ 24,394,532     $ (265,329,233 )   $ 26,661,075  
Share based compensation   7       -       -       793,642       -       793,642  
Shares issued through Stock Appreciation Rights           137,383               (122,188 )             (122,188 )
Exercise of options   7       831,700       599,187       (197,882 )     -       401,305  
Net loss and comprehensive loss for the period           -       -       -       (23,354 )     (23,354 )
BALANCE, March 31, 2019           235,781,773     $ 268,194,963     $ 24,868,104     $ (265,352,587 )   $ 27,710,480  
                                               
BALANCE, January 1, 2020           271,125,496     $ 283,489,579     $ 25,882,517     $ (276,629,120 )   $ 32,742,976  
Share based compensation   7       -       -       551,245       -       551,245  
Exercise of options   7       416,500       213,470       (83,227 )     -       130,243  
Net loss and comprehensive loss for the period           -       -       -       (595,406 )     (595,406 )
BALANCE, March 31, 2020           271,541,996     $ 283,703,049     $ 26,350,535     $ (277,224,526 )   $ 32,829,058  

 

See accompanying notes to condensed consolidated interim financial statements

 

4

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2020 and 2019

(Expressed in US dollars)

 

    Notes     March 31,
2020
    March 31,
2019
 
OPERATING ACTIVITIES:                      
Net loss         $ (595,406 )   $ (23,354 )
Adjustments for:                      
Share based compensation   7       551,245       793,642  
Depreciation           75,423       66,505  
Accretion and interest expense   3,5,9       855,166       643,826  
Finance cost deducted as share issue cost   9       224,210       -  
Change in fair value of warrant derivative   4       (154,844 )     (168,996 )
Change in fair value of convertible note derivatives   6       (859,945 )     (8,408,769 )
Unrealized foreign exchange (gain)/loss           (5,813,994 )     1,200,330  
Interest paid on leases   3       10,216       5,502  
Interest income           (82,366 )     (156,450 )
Changes in:                      
Trade and other receivables           (6,559 )     (1,691 )
Prepaid expenses           187,996       (10,190 )
Trade and other payables           (1,292,267 )     335,449  
      Net cash used in operating activities         $ (6,901,125 )   $ (5,724,196 )
INVESTING ACTIVITIES:                      
Purchase of buildings and equipment           -       -  
Interest received           94,807       138,529  
      Net cash provided by investing activities         $ 94,807     $ 138,529  
FINANCING ACTIVITIES:                      
Proceeds from issuance of convertible notes   5     $ 35,000,000       -  
Payment of transaction costs on issuance of convertible notes           (237,170 )     -  
Proceeds from issuance of common shares through exercise of options         $ 130,243     $ 279,117  
Interest paid on Convertible Notes   5       (18,353 )     (18,727 )
Payment of lease liabilities   3       (61,353 )     (17,255 )
      Net cash provided by financing activities         $ 34,813,367     $ 243,135  
Effect of foreign exchange on cash and cash equivalents           (96,537 )     19,885  
Net increase/(decrease) in cash and cash equivalents           27,910,512       (5,322,647 )
Cash and cash equivalents, beginning of period           17,504,622       29,886,558  
Cash and cash equivalents, end of period         $ 45,415,134     $ 24,563,911  
                       
Cash         $ 3,617,637     $ 2,167,089  
Investment savings           13,663,257       6,673,012  
GIC and term deposits           28,134,240       15,723,810  
Total cash and cash equivalents         $ 45,415,134     $ 24,563,911  

 

See accompanying notes to condensed consolidated interim financial statements

 

5

 

 

Midas Gold Corp. 

Notes to Condensed Consolidated Interim Financial Statements 

For the three months ended March 31, 2020 and 2019 

(Expressed in US dollars)

 

1.            Nature of Operations

 

Midas Gold Corp. (the “Corporation” or “Midas Gold”) was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA. The Corporation’s principal asset is 100% ownership in subsidiaries that control the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Corporation currently operates in one segment, mineral exploration in the United States. The corporate office of Midas Gold is located at 890-999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada.

 

2.            Basis of Preparation

 

a. Statement of Compliance

 

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting (“IAS 34”), using accounting policies that are consistent with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

b. Basis of Presentation

 

These condensed consolidated interim financial statements have been prepared on the historic cost basis except for certain financial instruments, which are measured at fair value.

 

The preparation of these condensed consolidated interim financial statements is based on the accounting policies consistent with those applied to the consolidated financial statements of Midas Gold for the year ended December 31, 2019.

 

These condensed consolidated interim financial statements do not include all information required for full financial statements and should be read in conjunction with the consolidated financial statements of Midas Gold for the year ended December 31, 2019.

 

These condensed consolidated interim financial statements for the three-month periods ended March 31, 2020 and 2019 were approved and authorized for issue by the board of directors on May 12, 2019.

 

3.            Leases

 

The Corporation leases building space for the Corporate office in Vancouver, BC, and for the U.S. subsidiaries in Donnelly, ID and Boise, ID and has identified these leases to have ROU assets. As at March 31, 2020, these are the only leases identified to have ROU assets. The Corporation is utilizing an incremental borrowing rate of 10% for calculating lease liabilities and ROU assets.

 

ROU Assets

 

    Property  
Balance, January 1, 2020   $ 423,774  
Additions     -  
Depreciation charge for the period     (46,931 )
Balance, March 31, 2020   $ 376,843  

 

6

 

 

Midas Gold Corp. 

Notes to Condensed Consolidated Interim Financial Statements 

For the three months ended March 31, 2020 and 2019 

(Expressed in US dollars)

 

3.            Leases (continued)

 

Lease Liabilities

 

    March 31, 2020  
Maturity analysis – contractual undiscounted cash flows        
Less than one year   $ 209,963  
One to five years     223,418  
Total undiscounted lease liabilities at March 31, 2020   $ 433,381  
Lease liabilities included in the statement of financial position at March 31, 2020   $ 392,720  
Current     180,526  
Non-Current     212,194  

 

Amounts recognized in the statement of cash flows

 

    March 31, 2020  
Total payments on lease liability   $ (61,353 )
Principal on leases     (51,137 )
Interest expense     (10,216 )

 

The Corporation has elected not to recognize ROU assets and lease liabilities for leases of low-value assets and short-term leases that have a lease term of less than 12 months and where extension clauses within the original contract have been fully utilized. The Corporation recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

Amounts recognized in profit and loss

 

    March 31, 2020  
Depreciation expense of ROU assets   $ (46,931 )
Expenses relating to short-term leases     (9,603 )
Expenses relating to leases of low-value assets     (2,761 )
Interest on lease liabilities     (10,216 )

 

4.            Warrant Derivative

 

In May 2013, the Corporation issued to Franco Nevada Corporation (“Franco”) 2,000,000 share purchase warrants (“Franco Warrants”). The Franco Warrants are exercisable into 2,000,000 common shares of the Corporation at C$1.23 per warrant. The Franco Warrants contain a mandatory conversion feature which requires Franco to exercise 100% of the outstanding warrants if, at any time, the volume weighted average trading price of Midas Gold’s common shares is equal to or greater than C$3.23 for a period of 30 consecutive trading days. The Franco Warrants expire on May 9, 2023.

 

7

 

 

Midas Gold Corp. 

Notes to Condensed Consolidated Interim Financial Statements 

For the three months ended March 31, 2020 and 2019 

(Expressed in US dollars)

 

4.            Warrant Derivative (continued)

 

The exercise price of the Franco Warrants is denominated in Canadian dollars; however, the functional currency of the Corporation is the US Dollar. As a result of this difference in currencies, the proceeds that will be received by the Corporation are not fixed and will vary based on foreign exchange rates and the warrants are a derivative and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as a non-cash gain or loss in the consolidated statement of net (income)/loss and comprehensive (income)/loss. Upon exercise, the holders will pay the Corporation the respective exercise price for each warrant exercised in exchange for one common share of Midas Gold and the fair value at the date of exercise and the associated non-cash liability will be reclassified to share capital.  The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain in the consolidated statement of net (income)/loss and comprehensive (income)/loss. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants.

 

A reconciliation of the change in fair values of the derivative is below:

 

    FV Warrant Derivative  
Balance, December 31, 2019   $ 274,723  
             Change in fair value of warrant derivative     (154,844 )
Balance, March 31, 2020   $ 119,879  

 

The fair value of the warrants was calculated using the Black-Scholes valuation model. The inputs used in the Black-Scholes valuation model are:

 

    March 31, 2020     December 31, 2019  
Share price   C$ 0.46     C$ 0.63  
Exercise price   C$                     1.23     C$                   1.23  
Expected term (in years)     3.1       3.4  
Expected share price volatility     65 %     65 %
Annual rate of quarterly dividends     0 %     0 %
Risk-free interest rate     0.6 %     1.7 %

 

5.            Convertible Notes

 

On March 17, 2016, the Corporation issued unsecured convertible notes (the “2016 Notes”) for gross proceeds of $38.5 (C$50.0) million and a maturity date of March 17, 2023. On March 17, 2020, the Corporation issued a second round of unsecured convertible notes (the “2020 Notes”) for gross proceeds of $35.0 (C$47.6) million and a maturity date of March 17, 2027. Both sets of notes, collectively the “Convertible Notes”, have identical features and bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity. Upon maturity, and for each set of notes, the outstanding principal amount is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation, at a price of C$0.3541 per share for the 2016 Notes and a price of C$0.4655 for the 2020 Notes. If there is an equity financing completed at 95% of the conversion price, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice when the Corporation’s common shares reach a price of C$0.7082 or higher for the 2016 Notes and C$0.931 or higher for the 2020 Notes. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

The terms for the 2020 Notes were announced on March 10, 2020, for gross proceeds of $35.0 million at a USD:CAD exchange rate of 1:1.36 (C$47.6 million due and payable upon maturity). The 2020 Notes were issued on March 17, 2020, with a USD:CAD exchange rate of 1:1.42, this movement resulted in a foreign exchange gain on the date of issuance.

 

8

 

 

Midas Gold Corp. 

Notes to Condensed Consolidated Interim Financial Statements 

For the three months ended March 31, 2020 and 2019 

(Expressed in US dollars)

 

5.            Convertible Notes (continued)

 

Each set of Convertible Notes are deemed to contain an embedded derivative (collectively, the “Convertible Note Derivatives”) relating to the conversion option. The Convertible Note Derivatives were valued upon initial recognition at fair value using partial differential equation methods. At inception, for each set of notes, the face value of the notes was reduced by the estimated fair value of the related convertible note derivative and the transaction costs. See below for additional detail of initial value upon issuance of each set of notes:

 

    2020 Notes     2016 Notes  
Gross proceeds upon issuance   $ 35,000,000     $ 38,508,431  
      Foreign exchange gain     (1,419,753 )     -  
Face value of convertible note   $ 33,580,247     $ 38,508,431  
      Estimated fair value of embedded derivative     (17,197,994 )     (19,771,572 )
      Transaction costs     (213,575 )     (429,723 )
Convertible note liability, net   $ 16,168,678     $ 18,307,136  

 

The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method. The expected value of the 2016 Notes at maturity is $35.2 million (C$49.9 million) based on the exchange rate at March 31, 2020 (2019 - $37.2 million (C$49.9 million)). The expected value of the 2020 Notes at maturity is $33.6 million (C$47.6 million) based on the exchange rate at March 31, 2020.

 

During March 2020, the fourth annual interest payment was made to the 2016 Note holders in cash, in the amount of $18,353 (2019 - $18,727).

 

The components of the Convertible Notes are summarized as follows:

 

    Convertible Notes  
Balance, December 31, 2019   $ 27,336,373  
Additions     16,168,678  
Accretion and Interest Expense     855,166  
Interest Payments     (18,353 )
Foreign exchange adjustments     (2,368,733 )
Balance, March 31, 2020   $ 41,973,131  

 

Upon the issuance of the 2016 Notes, of which Paulson & Co., Inc. (“Paulson”) participated, the Corporation entered an Investor Rights Agreement (“IRA”) with Paulson. The IRA entitles Paulson to nominate two directors to the Corporation’s Board of Directors through the period to which Paulson maintains a fully diluted ownership of more than 20%. Paulson was the sole participant of the 2020 Notes. If all notes were converted, Paulson would hold 209,357,324 shares of the Corporation.

 

6.            Convertible Note Derivatives

 

Convertible Note Derivatives related to each set of Convertible Notes (Note 5) were valued upon initial recognition at fair value using partial differential equation methods and are subsequently re-measured at fair value at each period end through the consolidated statement of net loss and comprehensive loss. The convertible note derivative related to the 2016 Notes (the “2016 Derivative”) had an initial fair value of $19.8 million. The convertible note derivative related to the 2020 Notes (the “2020 Derivative”) had an initial fair value of $17.2 million. The components of the derivatives, collectively the “Convertible Note Derivatives”, are summarized as follows:

 

9

 

 

Midas Gold Corp. 

Notes to Condensed Consolidated Interim Financial Statements 

For the three months ended March 31, 2020 and 2019 

(Expressed in US dollars)

 

6.            Convertible Note Derivatives (continued)

  

   

Convertible Note
Derivatives

 
Balance, December 31, 2019   $ 25,478,212  
Additions     17,197,994  
Fair value adjustment     (859,945 )
Foreign exchange adjustments     (2,122,044 )
Balance, March 31, 2020   $ 39,694,217  

 

Upon conversion of the Convertible Notes, the fair value of the Convertible Note Derivatives and the carrying value of the Convertible Notes will be reclassified to share capital.  There are no circumstances in which the Corporation would be required to pay any cash upon conversion of the Convertible Notes.

 

The fair value of the Convertible Note Derivative was calculated using partial differential equation methods. The assumptions used in the valuation model include the following, with a change in share price having the most significant impact on the valuation:

 

2016 Derivative   March 31, 2020     December 31, 2019  
Risk-free interest rate     0.5%       1.7%  
Expected term (in years)     3.0       3.2  
Share Price     C$0.46       C$0.63  
Credit Spread     10%       10%  
Implied discount on share price     21% - 9%       37% - 26%  
Expected share price volatility     62%       58%  

 

2020 Derivative   March 31, 2020     March 17, 2020  
Risk-free interest rate     0.6%       0.9%  
Expected term (in years)     7       7  
Share Price     C$0.46       C$0.41  
Credit Spread     10%       10%  
Implied discount on share price     21% - 9%       21% - 9%  
Expected share price volatility     60%       60%  

 

7.            Share Capital

 

a. Authorized

 

Unlimited number of common shares without par value.

 

Unlimited number of first preferred shares without par value.

 

Unlimited number of second preferred shares without par value.

 

b. Share purchase options

 

Under the terms of the Corporation's Stock Option Plan, the maximum number of shares reserved for issuance under the Plan is 10% of the issued shares on a rolling basis. Options may be exercisable over periods as determined by the Board of Directors of the Corporation and the exercise price shall not be less than the five-day weighted-average share price on the day preceding the award date, subject to regulatory approval. The Stock Option Plan includes a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. All stock options granted are subject to vesting, with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant. A summary of share purchase option activity within the Corporation’s share-based compensation plan for the year ended December 31, 2019 and three months ended March 31, 2020 is as follows:

 

10

 

 

Midas Gold Corp. 

Notes to Condensed Consolidated Interim Financial Statements 

For the three months ended March 31, 2020 and 2019 

(Expressed in US dollars)

  

7.            Share Capital (continued)

 

   

 

Number of
Options

    Weighted
Average
Exercise
Price (C$)
 
Balance December 31, 2018     16,684,075     $ 0.70  
Options granted     5,760,000       0.87  
Options expired     (543,375 )     0.70  
Options terminated via SAR     (787,500 )     0.54  
Options exercised     (1,386,950 )     0.49  
Balance December 31, 2019     19,726,250     $ 0.77  
Options granted     3,830,000       0.59  
Options expired     (136,250 )     0.46  
Options exercised     (416,500 )     0.45  
Balance, March 31, 2020     23,003,500     $ 0.75  

 

The number of outstanding options represents 8.5% of the issued and outstanding shares at March 31, 2020. During the three months ended March 31, 2020, the Corporation’s total share-based compensation was $551,245 (2019 - $768,878). This is comprised of $551,245 in periodic stock-based compensation related to options granted (2019 - $793,642) and nil related to SAR activity (2019 – $(24,764)).

 

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The weighted average inputs used in the Black-Scholes option pricing model are:

 

    Three Months Ended  
    March 31, 2020     March 31, 2019  
Fair value options granted   $0.33     $0.61  
Risk-free interest rate   1.6%   1.8%
Expected term (in years)   5.0     5.0  
Expected share price volatility   65%   64%
Expected dividend yield   -     -  
Expected forfeiture   5%   5%

 

An analysis of outstanding share purchase options as at March 31, 2020 is as follows:

 

    Options Outstanding     Options Exercisable  
Range of Exercise Prices (C$)   Number     Weighted
Average
Exercise
Price (C$)
    Weighted Average
Remaining
Contractual
Life (Years)
    Number     Weighted
Average
Exercise
Price (C$)
    Weighted Average
Remaining
Contractual
Life (Years)
 
$0.31 - $0.42     1,854,625     $ 0.34       1.8       1,517,125     $ 0.33       1.1  
$0.59 - $0.72     9,735,125     $ 0.62       3.5       5,137,313     $ 0.62       2.8  
$0.82 - $0.89     5,268,750     $ 0.88       1.9       4,978,750     $ 0.89       1.8  
$0.91 - $0.98     6,145,000     $ 0.96       3.5       2,458,750     $ 0.97       3.6  
$0.31 - $0.98     23,003,500     $ 0.77       3.0       14,091,938     $ 0.70       2.4  

 

11

 

 

Midas Gold Corp. 

Notes to Condensed Consolidated Interim Financial Statements 

For the three months ended March 31, 2020 and 2019 

(Expressed in US dollars)

 

7.            Share Capital (continued)

 

c. Warrants

 

There was a total of 2,000,000 warrants outstanding as of both December 31, 2019 and March 31, 2020.

 

8.            Exploration and Evaluation Expenditures

 

The Corporation’s exploration and evaluation expenditures at the Stibnite Gold Project for the three months ended March 31, 2020 and 2019 were as follows:

 

    Three Months Ended  
    March 31, 2020     March 31, 2019  
Exploration and Evaluation Expenditures                
Consulting and labour cost   $ 1,193,677     $ 1,135,672  
Field office and drilling support     323,495       390,321  
Engineering     245,411       889,833  
Permitting     3,072,040       2,698,923  
Environmental and reclamation     141,888       -  
Legal and sustainability     515,537       475,905  
Exploration and Evaluation Expense   $ 5,492,048     $ 5,590,654  

 

9.            Finance Costs

 

The Corporation’s finance costs for the three months ended March 31, 2020 and 2019 were as follows:

 

    Three Months Ended  
    March 31, 2020     March 31, 2019  
Finance Costs                
Accretion   $ 849,847     $ 639,179  
Transaction costs     224,210       -  
Interest expense on Convertible Notes     5,319       4,647  
Interest expense on leases     10,216       5,502  
    $ 1,089,592     $ 649,328  

 

10.            Financial Instruments

 

The Corporation classified the fair value of the financial instruments according to the following fair value hierarchy based on the amount of observable inputs used to value the instruments:

 

The three levels of the fair value hierarchy are:

 

Level 1 – Values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

 

Level 2 – Values based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

 

Level 3 – Values based on prices or valuation techniques that are not based on observable market data.

 

12

 

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2020 and 2019

(Expressed in US dollars)

 

10.            Financial Instruments (continued)

 

At March 31, 2020 and December 31, 2019, the levels in the Fair Value hierarchy into which the Corporation’s financial assets and liabilities are measured and recognized on the balance sheet at fair value are categorized as follows:

 

                  March 31,
2020
 
      Level 1     Level 2     Level 3  
  Convertible Note Derivatives (see Note 6)   $ -     $ -     $ 39,694,217  
  Warrant Derivative (see Note 4)     -       -       119,879  
      $ -     $ -     $ 39,814,096  

 

                  December 31,
2019
 
      Level 1     Level 2     Level 3  
  Convertible Note Derivatives (see Note 6)   $ -     $ -     $ 25,478,212  
  Warrant Derivative (see Note 4)     -       -       274,723  
      $ -     $ -     $ 25,752,935  

 

11.            Segmented Information

 

The Corporation operates in one segment, being the exploration, evaluation and potential development of the Stibnite Gold Project. Details on a geographic basis are as follows:

 

      March 31,
2020
    December 31,
2019
 
  Assets by geographic segment, at cost                
  Canada                
  Current assets   $ 45,112,101     $ 17,487,984  
  Non-current assets     94,366       103,744  
        45,206,467       17,591,728  
  United States                
  Current assets     1,015,146       922,630  
  Non-current assets     71,924,457       71,990,502  
        72,939,603       72,913,132  
      $ 118,146,070     $ 90,504,860  

 

12.            Commitments

 

a. Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claims Assessments is a $335,000 bond related to the Corporation’s exploration activities.

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at March 31, 2020, the remaining option payments due on the Cinnabar property are $80,000, which will be paid over the next two years. The agreement includes an option to extend up to 20 years.

 

13

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2020 and 2019

(Expressed in US dollars)

 

12.            Commitments (continued)

 

b. Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision issued by the US Forest Service, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q2 2021 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

In addition to the future payments discussed above, the Corporation also became contractually liable for certain periodic grants to the Stibnite Foundation. The last grant of $100,000 will be made during the first quarter of 2020.

 

The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho, Inc. and eight communities and counties throughout the West Central Mountains region of Idaho.

 

c. Legal Update

 

On August 8, 2019, the Nez Perce Tribe filed a complaint in the United States District Court for the District of Idaho claiming that Midas Gold Corp. and its related companies are violating the Clean Water Act by failing to secure permits for point source water pollution allegedly occurring at Midas Gold’s Stibnite Gold Project site. The Corporation believes that the case will be ultimately dismissed.

 

The Corporation filed a motion to dismiss and, in the alternative, a motion to stay the litigation pending conclusion of negotiations with the Environmental Protection Agency (“EPA”) on an administrative order on consent (“AOC”) under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), a process that was underway before the plaintiff filed suit. Argument was heard on December 16, 2019 where the motion to dismiss was denied. On January 7, 2020, the Corporation filed its formal answer denying liability for the allegations contained in the complaint, and on January 8, 2020, the motion to stay the litigation was denied by the Federal District Court. A scheduling order was entered February 11, 2020, and if the matter proceeds to trial, it will likely take place in 2021.

 

Now entering its third year, the Corporation has been negotiating with the EPA, the United States Forest Service, the Idaho Department of Environmental Quality and the Shoshone-Bannock Tribes on a CERCLA agreement that will afford early clean up activity on the Stibnite Gold Project Site. Under CERCLA section 113(h), citizen suits under the Clean Water Act are pre-empted from interfering with work covered under AOCs. The Federal court has been advised that Midas Gold and the regulatory entities are engaged in efforts to craft an approach under CERCLA that would investigate the water quality and other resource issues on the Stibnite Gold Project Site and thus effectively address the relief sought in the plaintiff’s litigation.

 

14

 

Exhibit 99.55

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

INTRODUCTION

 

The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial condition and results of operations of Midas Gold Corp. (“Midas Gold” or the “Corporation”) for the quarter ended March 31, 2020. This MD&A should be read in conjunction with Midas Gold’s unaudited condensed consolidated interim financial statements for the three months ended March 31, 2020 prepared in accordance with International Financial Reporting Standards (“IFRS”) and the MD&A of Midas Gold for the year ended December 31, 2019. Additional corporate information, including Midas Gold’s most recent Annual Information Form (“AIF”) and other continuous disclosure documents can be accessed through the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com and the Corporation’s website at www.midasgoldcorp.com.

 

To the extent applicable, updated information contained in this MD&A supersedes older information contained in previously filed continuous disclosure documents. Information contained on the Corporation’s website that is not incorporated by reference does not form part of this MD&A. This MD&A contains forward-looking statements that are based on certain estimates and assumptions and involve risks and uncertainties. Actual results may vary materially from management’s expectations. See the “Forward-Looking Statements” and “Risks and Uncertainties” sections in this MD&A for further information. All “$” dollars in this MD&A are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

The information in this MD&A is provided as at May 12, 2020.

 

OVERVIEW

 

Midas Gold was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to locate, acquire and develop mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho (the “District”). The Corporation’s common shares trade on the Toronto Stock Exchange (“TSX”). The corporate office of Midas Gold is located at 890 - 999 West Hastings St, Vancouver, BC, V6C 2W2, Canada.

 

QUARTER HIGHLIGHTS

 

On January 27, 2020, the Corporation announced the United States Forest Service (“USFS”) and other regulators working on the Stibnite Gold Project (“Project”) had, 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 would ultimately support a complete Record of Decision (“ROD”) at the conclusion of the permitting process. Subsequent to quarter end, on April 1, 2020, the USFS and other regulators working on the Project released an updated permitting schedule and committed to releasing the Draft EIS for public review in Q3, 2020. The USFS also pledged to provide additional resources to undertake the final review and release of the Draft EIS.

 

On March 17, 2020, the Corporation announced that it had completed a financing for gross proceeds of US$35.0 million (C$47.6 million), with proceeds to be used for continued work on the Stibnite Gold Project and for general working capital purposes. The financing was completed with Paulson & Co. Inc. (“Paulson”), on behalf of the several investment funds and accounts managed by Paulson, whereby Paulson purchased Canadian dollar denominated 0.05% senior unsecured convertible notes (the “2020 Notes”) issued by a wholly-owned subsidiary of the Corporation on a private placement basis. The 2020 Notes are convertible into common shares of the Corporation at a price of C$0.4655. Aside from the conversion price, the 2020 Notes have identical features to convertible notes issued on March 17, 2016 (the “2016 Notes” and collectively the “Convertible Notes”) which bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity. The 2016 Notes are convertible into common shares of the Corporation at a price of C$0.3541. In accordance with TSX regulations, the 2020 Notes would have required shareholder approval, however the Corporation applied to the Toronto Stock Exchange (“TSX”) for a “financial hardship” exemption under Section 604(e) of the TSX Company Manual. The application was authorised by the independent members of the board of directors on the basis of their determination that the Corporation would have been in a serious financial difficulty without the issuance of the 2020 Notes and with the issuance of the 2020 Notes the Corporation’s financial situation would be significantly improved. As a consequence of relying upon the financial hardship exemption, the Corporation was subjected to a remedial de-listing review by the TSX, which is normal practice when a listed Company seeks to rely on this exemption. Subsequent to the end of the quarter, on April 14, 2020, the TSX advised the Corporation that it had completed its remedial de-listing review and has determined that the Corporation has met the requirements for continued listing.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   1

 

 

 

FORWARD-LOOKING STATEMENTS

 

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”).

 

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects", “estimates”, “intends”, “anticipates”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

 

With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; 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 Corporation's expectations; that the current exploration, development, environmental and other objectives concerning the Project can be achieved and that the Corporation's other corporate activities will proceed as expected; that the current price and demand for gold and other metals 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 Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by such forward-looking information. In addition to those discussed in the Corporation's public disclosure record, such risks and other factors include, among others, the risks and uncertainties set out under the heading “Risks and Uncertainties” in this MD&A.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such 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 MD&A to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   2

 

 

 

2020 OUTLOOK AND GOALS

 

During 2020, Midas Gold’s objectives continue to be to advance the permitting process for the Stibnite Gold Project under the National Environmental Protection Act (“NEPA”) and, in parallel, to advance the technical work and studies needed to support the completion of a feasibility study for the Project. In conjunction with the foregoing, Midas Gold will continue to engage and consult with regulators, communities, tribes and other stakeholders to the best of its ability in respect of the concepts for the Project set out in the Plan of Restoration and Operations (“PRO”) in order to ensure that plans for the restoration and redevelopment of the Project addresses concerns and issues to the extent environmentally, technically and commercially feasible. As part of this ongoing process, Midas Gold submitted a modified version of the PRO to the regulators in Q2/19 which incorporated a number of refinements to the original PRO that are designed to reduce footprint and improve environmental outcomes and enhance habitat. This modified PRO is being considered alongside other alternatives being assessed by the regulators under NEPA. Currently, the next milestone for the Project is the publication of the Draft EIS, which is anticipated to occur in 2020, followed by a public comment period and, subsequently, the publication of a final EIS and a feasibility study for the Project. The extended permitting schedule related to delays announced in 2018, 2019 and early 2020, has provided Midas Gold the opportunity to undertake certain value engineering exercises and, where appropriate, to include the results of such evaluations in the planned feasibility study. As part of this Project optimization process, Midas Gold’s personnel and its consultants are working to optimize various aspects of the Project, including mine planning, scheduling and stockpiling, plant layout and water management strategies.

 

The Corporation continues to balance the timing and prioritization of expenditures with the intention of delivering the Corporation’s major objectives in a timely and cost-effective manner.

 

RESULTS OF OPERATIONS

 

Net Loss and Comprehensive Loss

 

    Three Months Ended  
    Mar 31, 2020     Mar 31, 2019  
EXPENSES            
Consulting   $ 7,523     $ -  
Corporate salaries and benefits     182,706       202,797  
Depreciation     75,423       66,505  
Directors’ fees     43,309       28,949  
Exploration and evaluation     5,492,048       5,590,654  
Office and administrative     27,166       61,520  
Professional fees     7,085       62,927  
Share based compensation     551,245       768,878  
Shareholder and regulatory     96,529       110,172  
Travel and related costs     26,449       34,142  
OPERATING LOSS   $ 6,509,483     $ 6,926,544  
                 
OTHER (INCOME) EXPENSES                
Change in fair value of warrant derivative   $ (154,844 )   $ (168,996 )
Change in fair value of Convertible Note Derivative     (859,945 )     (8,408,769 )
Finance costs     1,089,592       649,328  
Foreign exchange (gain)/loss     (5,906,514 )     1,181,697  
Interest income     (82,366 )     (156,450 )
   Total other income   $ (5,914,077 )   $ (6,903,190 )
                 
NET LOSS AND COMPREHENSIVE LOSS   $ 595,406     $ 23,354  

 

Net loss and comprehensive loss for Midas Gold for the three-month period ending March 31, 2020 was $0.6 million compared to nil for the corresponding period of 2019. This $0.6 million change for the three months was primarily attributable to a $7.5 million decrease in non-cash gains related to the change in the fair value of the Convertible Note Derivatives and a $0.4 million increase in finance costs, offset by a $7.1 million increase in foreign exchange gains, a $0.2 million decrease in stock-based compensation and a $0.1 million decrease in exploration and evaluation expenses as compared to the prior period. As noted above, for the three months ended March 31, 2020, the Corporation’s main focus was the continued evaluation and advancement of the Stibnite Gold Project. An analysis of each line item follows.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   3

 

 

 

Consulting

 

This expense relates to consulting services provided to the Corporation that do not relate to the exploration and evaluation of the Stibnite Gold Project. The expense for the current quarter is consistent with the comparable period in 2019.

 

Corporate Salaries and Benefits

 

This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily Canadian corporate employees. Salaries and benefits for the quarter ended March 31, 2020 were consistent with the comparable period in 2019.

 

Depreciation

 

This expense relates to the depreciation of the Corporation’s building and equipment. The expense for the current quarter is consistent with the comparable period in the previous year.

 

Directors’ Fees

 

Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the Chair of the Board, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. This expense for the current quarter is higher than the comparable quarter in the previous year due to one additional paid director during the quarter as well as payments related to Special Committee fees.

 

Exploration and Evaluation

 

This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labour, drilling, field office costs, engineering, permitting, environmental and sustainability costs. This expense decreased slightly by $0.1 million as compared to the same period in 2019, primarily due to a decrease in engineering partially offset by increases in permitting and environmental and reclamation. Additional details of expenditures incurred are as follows:

 

    Three Months Ended  
    March 31, 2020     March 31, 2019  
Exploration and Evaluation Expenditures                
Consulting and labour cost   $ 1,193,677     $ 1,135,672  
Field office and drilling support     323,495       390,321  
Engineering     245,411       889,833  
Permitting     3,072,040       2,698,923  
Environmental and reclamation     141,888       -  
Legal and sustainability     515,537       475,905  
Exploration and Evaluation Expense   $ 5,492,048     $ 5,590,654  

 

Office and Administrative

 

This expense is predominantly the maintenance of an office in Vancouver, BC and insurance policies for both the Vancouver and US offices. The costs for the quarter ended March 31, 2020 are lower than the comparative period in the prior year primarily due to a reclass in costs during the quarter.

 

Professional Fees

 

This expense relates to the legal and accounting costs of the Corporation. The costs for the quarter ended March 31, 2020 are lower than the comparative period in the prior year primarily due to a reclass in costs during the quarter.

 

Share Based Compensation

 

This expense is due to the compensation of directors, officers, employees and consultants that are share based. This expense for the current quarter is $0.2 million less than the comparative period in 2019 due to 0.5 million fewer options granted during Q1 2020 and a decrease in stock price over the previous quarter. The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model which uses various assumptions that are outlined in the Corporation’s condensed consolidated interim financial statements for the quarter ended March 31, 2020.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   4

 

 

 

Shareholder and Regulatory

 

This expense is associated with marketing, licenses and fees, and shareholder communications. The expense for the current quarter is consistent with the comparative period from the prior year.

 

Travel and Related Costs

 

This expense is a result of travel and meal costs of the Corporation’s directors, officers, employees and consultants whilst undertaking business on behalf of the Corporation. The expense for the current quarter is comparable to the same quarter in the previous year.

 

Change in Fair Value of Warrant Derivative

 

The Corporation has issued warrants and finder’s options in various financing transaction since 2013, all with exercise prices denominated in Canadian dollars. The Corporation determined that warrants and finder’s options with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from period to period have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. There are no circumstances under which Midas Gold will be required to pay cash upon exercise or expiry of the warrants or finder’s options (see Note 4 in the Financial Statements).

 

Change in Fair Value of Convertible Note Derivatives

 

The Corporation issued unsecured Convertible Notes with an interest rate of 0.05% per annum in March 2016 and March 2020 with an exercise price denominated in Canadian dollars. The Corporation determined that the Convertible Notes with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from inception to balance date have been recorded as a gain or loss in the consolidated statement of net loss and comprehensive loss. The Convertible Note Derivatives are valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 6 in the Financial Statements).

 

Finance Costs

 

Finance costs for the Corporation include accretion and interest expense related to the Convertible Notes described above, transaction costs related to the 2020 Notes issued in March 2020 and interest expense on lease liabilities. These costs are higher than the comparable period in the previous year primarily due to the transaction costs on newly issued 2020 Notes and compounding interest on the principle balance of the 2016 Notes.

 

Foreign Exchange

 

This gain is a result of the translation of the Corporation’s Canadian dollar denominated balances as at March 31, 2020, primarily on the Convertible Notes and the Convertible Note Derivatives. The Corporation experienced a foreign exchange gain in the current quarter as compared to the comparative quarter in the prior year due to the change in the value of the Canadian dollar compared to the US dollar.

 

Interest Income

 

This income results from interest received on the Corporation’s cash balances. Interest income is lower in the current quarter compared to the comparative period in the prior year as a result of lower average cash balances.

 

Balance Sheet

 

An analysis of the March 31, 2020 and December 31, 2019 balance sheets of the Corporation follows.

 

Total Assets

 

Total assets increased during the three months ended March 31, 2020 from $90.5 million to $118.1 million primarily as a result of cash received upon issuance of the 2020 Notes during March, partially offset by cash used in operations to fund the Stibnite Gold Project.

 

Equity

 

Equity increased during the three months ended March 31, 2020 from $32.7 million to $32.8 million primarily as a result of stock options issued under the Corporation’s Stock Option Plan and the exercise of options during the quarter, partially offset by the net loss for the current quarter.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   5

 

 

 

Total Liabilities

 

Total liabilities increased during the three months ended March 31, 2020 from $57.8 million to $85.3 million, primarily as a result of the issuance of the 2020 Notes during March and a change in fair value of the Convertible Note Derivatives. The Convertible Note Derivatives are valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 6 in the Financial Statements).

 

Cash Flows

 

Midas Gold’s net change in cash and cash equivalents for the three months ended March 31, 2020 was an inflow of $27.9 million (2019 – $5.3 million outflow). The inflows from financing and investing activities during the quarter were partially offset by outflows from operating activities.

 

For the three months ended March 31, 2020, operating cash outflows were $6.9 million (2019 - $5.7 million), investing cash inflows were $0.1 million (2019 - $0.1 million) and financing cash inflows were $34.8 million (2019 - $0.2 million).

 

QUARTERLY RESULTS

 

The net income/(loss) and comprehensive income/(loss) of Midas Gold for the previous eight calendar quarterly periods is tabulated below.

 

    Revenue     Net Income/(Loss) &
Comprehensive
Income/(Loss)
    Basic & Diluted
Income/(Loss) per
Share
    Total Assets     Long Term
Liabilities
    Cash Dividend  
Quarter Ended   $     $     $     $     $     $  
March 31, 2020         -       (595,406 )     0.00       118,146,070       81,879,541                       -  
December 31, 2019     -       (11,509,323 )     (0.03 )     90,504,860       53,080,148       -  
September 30, 2019     -       (5,118,799 )     (0.02 )     98,296,817       50,494,157       -  
June 30, 2019     -       5,351,590       0.02       105,180,331       53,399,620       -  
March 31, 2019     -       (23,354 )     0.00       96,818,816       65,508,948       -  
December 31, 2018     -       (5,995,672 )     (0.03 )     101,950,530       71,913,460       -  
September 30, 2018     -       (3,092,514 )     (0.01 )     109,212,038       73,472,963       -  
June 30, 2018     -       (7,871,484 )     (0.04 )     115,434,602       76,695,238       -  

 

The Corporation has had relatively consistent operating losses over the past eight quarters, with net income during Q2 of 2019. The most significant variances to the net income/(loss) and comprehensive income/(loss) are the change in the fair value of the warrant derivative, the Convertible Note Derivatives and foreign exchange fluctuations on the Convertible Notes and Convertible Note Derivatives. Exploration and evaluation expenditures create variances dependent on the nature of the work that is being completed in each quarter. The long-term liabilities includes the Convertible Note Derivatives, which are valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Note 6 in the Financial Statements).

 

CAPITAL RESOURCES AND LIQUIDITY

 

Capital resources of Midas Gold consist primarily of cash and liquid short-term investments. As at March 31, 2020, Midas Gold had cash and equivalents totaling approximately $45.4 million, approximately $0.7 million in other current assets and $3.1 million in trade and other payables.

 

With its current capital resources, Midas Gold has sufficient funds to continue to advance the Stibnite Gold Project towards completion of a feasibility study and to continue to advance the regulatory process related to permitting for mine development. During 2020 and beyond, Midas Gold plans to:

 

  Midas Gold Corp. | Management’s Discussion & Analysis   6

 

 

 

Continue engaging with Project stakeholders to provide those stakeholders with the opportunity for better understanding of the Project concepts and to provide a forum for such stakeholders to provide further input into the Project, possible options and alternatives;
Continue to collect environmental baseline data in support of the ongoing regulatory processes related to permitting for site restoration and redevelopment of the Project;
Continue to advance the Project towards completion of a Feasibility Study;
Continue to advance the regulatory process for the restoration and redevelopment of the Project, including the repair of legacy impacts and operation of a modern mining and processing facility that would provide a social and economic benefit to the local community and restoration of the Project site.

 

Midas Gold has a current liability of $0.1 million related to the warrant derivative. There are no circumstances under which Midas Gold will be required to pay any cash upon exercise or expiry of the warrants (see Note 4 in the Interim Financial Statements).

 

Midas Gold has long term liabilities of $81.7 million related to the Convertible Notes and the related embedded derivatives. The Convertible Note derivatives are valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash related to the $39.7 million Convertible Note Derivatives upon conversion of the Convertible Notes (see Notes 5 and 6 in the Interim Financial Statements).

 

Midas Gold does not anticipate the payment of dividends in the foreseeable future.

 

It is management’s opinion, based on the Corporation’s current capital resources and liquidity, that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue to advance the Stibnite Gold Project through 2020 and beyond, and to meet its administrative and overhead requirements for more than a year.

 

Contractual Obligations

 

Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $335,000 bond related to the Corporation’s exploration activities.

 

Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision issued by the US Forest Service, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q3 2021 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

Option Payments on Mining Claims

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect in order to maintain an option to purchase to obtain title to these claims. As at March 31, 2020, the remaining option payments due on the Cinnabar property are $80,000, which will be paid over the next two years. The agreement includes an option to extend up to 20 years.

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Corporation has no off balance sheet arrangements as of March 31, 2020 and the date of this MD&A.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   7

 

 

 

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

 

During the quarters ended March 31, 2020 and 2019, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    March 31, 2020     March 31, 2019  
Salaries and benefits   $ 197,491     $ 184,266  
Share based compensation     102,725       205,114  
    $ 300,216     $ 389,380  

 

No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the three-month periods ended March 31, 2020 and 2019.

 

Upon the issuance of the 2016 Notes, of which Paulson & Co., Inc. (“Paulson”) participated, the Corporation entered an Investor Rights Agreement (“IRA”) with Paulson. The IRA entitles Paulson to nominate two directors to the Corporation’s Board of Directors through the period to which Paulson maintains a fully diluted ownership of more than 20%. Paulson was the sole participant of the 2020 Notes. If all notes were converted, Paulson would hold 209,357,324 shares of the Corporation.

 

MINERAL PROPERTIES

 

Stibnite Gold Project

 

The Corporation and its subsidiaries’ property holdings at the Stibnite Gold Project are comprised of a contiguous package of unpatented federal lode claims, unpatented federal mill site claims, patented federal lode claims and patented mill site claims. As of March 31, 2020, this land position encompassed approximately 11,548 hectares held in 1,518 unpatented lode and mill site claims and patented land holdings. The Corporation acquired these rights under The 1872 Mining Law through a combination of transactions and staking and holds a portion under an option agreement. Bureau of Land Management claim rental payments and county filings are current as of the date of this filing, and the claims are all held in good standing. Normal maintenance and upkeep of the Project infrastructure continued during the reporting period.

 

Permitting for Development

 

On December 13, 2016, the USFS reported that it had determined that the Plan of Restoration and Operations (“PRO”) filed by Midas Gold Idaho, Inc. (“MGII”) on September 21, 2016 for the restoration, re-development and operation of the Stibnite Gold Project in Valley County, Idaho met the requirements for a plan of operations under USFS regulations allowing the USFS to commence the formal review of the Project under NEPA. The USFS completed public scoping under NEPA during the third quarter of 2017 and the regulatory and cooperating agencies are conducting reviews of the information provided by Midas Gold in its plan of restoration and operations and analyses of alternatives as required under NEPA. The NEPA review is being undertaken in a coordinated process by a total of seven federal, state and local agencies under a memorandum of understanding entered into in September 2017. The NEPA process is ongoing and the most recent U.S.D.A. Forest Service Schedule of Proposed Actions released on April 1, 2020 subsequent to the end of this reporting period lists a date of August 2020 for the release of the Draft Environmental Impact Statement.

 

District Exploration

 

No drilling was completed during the reporting period. Other activities continued with efforts directed at updating geological, alteration and structural modelling of the mineral resources to support value engineering design, metallurgical programs and environmental studies for the Feasibility Study and permitting.

 

Environmental and Other Matters Pertaining to the Stibnite Gold Project

 

The Project is located in a historic mining district with extensive and widespread exploration and mining activity, and related environmental effects, spanning nearly 100 years from the early 1900s until today. Actions by prior operators and government agencies have addressed some of the historic environmental issues, but extensive disturbance and adverse environmental impacts remain.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   8

 

 

 

For additional disclosure on Environmental and Other Matters refer to the Corporation’s Annual Information Form for the years ending on December 31, 2019 and December 31, 2018, the prospectus dated June 30, 2011, the short form prospectus dated March 8, 2012 and the preliminary and final shelf prospectus dated March 12, 2019 and April 4, 2019, respectively. The Corporation is, and in future will continue to be, subject to federal, state and local statutes, rules and regulations related to, among other things, environmental protection, site access and construction activities. The environmental effects, if any, of current and future activities will be monitored and, where appropriate, mitigated, reclaimed and restored by the Corporation’s subsidiaries.

 

A number of environmental studies and regulatory investigations in the District identified numerous areas of potential environmental degradation related to past mining. In the past, regulatory actions under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”), and state law have been taken by the EPA, the USFS and the IDEQ against historic mining operators. All of these regulatory activities and related clean-up programs pre-date any ownership or activity by the Corporation’s subsidiaries and neither the Corporation nor its subsidiaries have ever operated on the site. Prior to its acquisitions in the District, the Corporation’s subsidiaries conducted all appropriate inquiries into the previous ownership and uses of the site The appropriate inquiries were comprised of formal assessments of the properties encompassing the Project in order to maintain landowner liability protection as a bona fide prospective purchaser under CERCLA stemming from the presence of contamination to which they have not contributed. The Corporation’s subsidiaries continue to discharge their continuing CERCLA obligations in the District in order to maintain their landowner liability protection. The Corporation itself has never had any direct ownership in the mineral properties comprising the Project.

 

Consent Decrees under CERCLA

 

Several of the patented lode and mill site claims acquired by subsidiaries of Midas Gold in the areas of the West End mill site claims previously used for processing operations are subject to a consent decree, which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree provides the regulatory agencies (that were party to the agreement) access and the right to conduct remediation activities under their respective CERCLA and RCRA authorities as necessary and to prevent the release or potential release of hazardous substances. The consent decree also requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties acquired by subsidiaries of Midas Gold are also subject to a consent decree between the previous owner of those claims and the United States, which imposes certain obligations on that previous owner, including that the previous owner will cooperate with the EPA and USFS in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

On June 6, 2019, the Corporation announced that it and its subsidiaries were advised by the Nez Perce Tribe that it intended to initiate legal action against the Corporation and its subsidiaries related to water quality impacts due to historical mining activity prior to Midas Gold's and its subsidiaries involvement with the site. The Tribe subsequently filed the legal action in the U.S. District Court of Idaho on August 8, 2019 and the Corporation is defending against the litigation.

 

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

 

Plans for the Environmental Issues

 

The Corporation expects that issues related to existing environmental concern will be addressed as part of the currently ongoing permitting process for future mining operations. For the past two years, The Corporation’s subsidiary, Midas Gold Idaho, Inc. has been working with regulators to develop a framework under CERCLA to address historical legacy impacts at the site. MGII 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 MGII 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 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.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   9

 

 

 

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.

 

Accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of these consolidated financial statements include, among others, the useful lives of buildings and equipment, valuation of assets, valuation of share based compensation, warrant and Convertible Note Derivatives, mineral resource estimates and the recoverable amount of exploration and evaluation expenditures.

 

Accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the accounting for its exploration and evaluation assets, recognition of deferred tax assets or liabilities, functional currency, fair value of the Convertible Note Derivative, expected economic lives of and the estimated future operating results and net cash flows from buildings and equipment and exploration and evaluation assets.

 

FINANCIAL INSTRUMENTS

 

The Corporation’s cash balance increased from $17,504,622 million at December 31, 2019 to $45,415,134 at March 31, 2020 as a result of the issuance of the 2020 Convertible Notes during March, partially offset by expenditures during the period. There have been no other significant changes in the Corporation’s financial instruments since December 31, 2019, with the exception of the warrant derivative and the change in fair value of the Convertible Note Derivative, which are discussed in Results of Operations.

 

OUTSTANDING SHARE DATA

 

    May 12, 2020     March 31, 2020  
Common shares issued and outstanding     271,693,656       271,541,996  
Options outstanding     23,266,000       23,003,500  
Warrants outstanding     2,000,000       2,000,000  
Shares issuable on conversion of Convertible Notes     243,211,305       243,211,305  
Total     540,170,961       539,756,801  

 

  Midas Gold Corp. | Management’s Discussion & Analysis   10

 

 

 

DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Corporation’s management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

DC&P are designed to provide reasonable assurance that material information relating to the Corporation is made known to the CEO and CFO during the reporting period and the information required to be disclosed by the Corporation is recorded, processed, summarized and reported in a timely and appropriate manner. ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with international financial reporting standards. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed and operated, they may not prevent or detect misstatements on a timely basis.

 

The Corporation’s management, under the supervision of the CEO and CFO, has evaluated the design effectiveness of its DC&P and ICFR and concluded that, as of March 31, 2020, they are effective in providing reasonable assurance regarding required disclosures and the reliability of external financial reporting.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

National Instrument 52-109 also requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No changes were made to the Corporation's ICFR in the three months ended March 31, 2020 which have materially affected, or are reasonably likely to materially affect, ICFR.

 

EXTRACTIVE SECTOR TRANSPARENCY MEASURE ACT – REPORTING

 

In accordance with Canada’s Extractive Sector Transparency Measures Act (the “Act”) that was enacted on December 16, 2014 and brought into force on June 1, 2015, that is intended to contribute to global efforts to increase transparency and deter corruption in the extractive sector.  Midas Gold reports that for the three months ended March 31, 2020, it has made payments of fees and taxes, as defined by the Act, of US$99,965, to the government entities of the below.  The Act only requires payments greater than C$100,000 to be reported and the Corporation will follow these requirements, however the below is provided for additional transparency.

 

Quarter   Payee   Details   Amount  
2020 Q1   Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365  
                 
    Shoshone-Bannock Tribes   Shoshone-Bannock Tribes Ethnographic Study   $ 45,000  
                 
    Idaho Department of Environmental Quality (“IDEQ”)   Reimbursement of expenditures related to on going IDEQ permitting   $ 6,600  
    Total       $ 99,965  

 

USE OF PROCEEDS

 

The Company’s news release dated March 17, 2020 stated that the US$35 million proceeds raised in the issuance of the 2020 Notes would be used for permitting and feasibility studies for the Stibnite Gold Project and for working capital and general corporate purposes. Since the issuance of the 2020 Notes until March 31, 2020, the Corporation used the proceeds from the 2020 Notes and working capital that was previously available to advance permitting and a feasibility study for the Project.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   11

 

 

 

RISKS AND UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

Industry Risks

 

· Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.
· Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.
· Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.
· Longstanding legal certainty about The 1872 Mining Law is being challenged in Federal Court.
· Resource exploration and development is a high risk, speculative business.
· Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.
· Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.
· The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.
· Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

 

The Corporation’s Risks

 

· Midas Gold will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.
· Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 and the Convertible Notes issued in March 2020 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common share in accordance with the terms of the Convertible Notes.
· Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.
· Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   12

 

 

 

· Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.
· Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.
· Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.
· The Nez Perce Tribe has filed a complaint against Midas Gold under the Clean Water Act that the Company is vigorously defending. If successful, this litigation could act to delay the Project.
· Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.
· Midas Gold’s activities are subject to environmental liability.
· Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.
· Midas Gold’s future exploration and development efforts may be unsuccessful.
· Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.
· Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.
· Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.
· Midas Gold has negative cash flow from operating activities.
· Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.
· Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining and exploration activities.
· Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.
· Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.
· Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.
· Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
· Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.
· A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.
· A cyber security incident could adversely affect Midas Gold’s ability to operate its business.
· It may be difficult to anticipate the effects of COVID-19 to the Corporation.

 

CAUTIONARY NOTE IN RESPECT OF MINERAL RESOURCES AND MINERAL RESERVES

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. The Project 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. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

 

The mineral resources and mineral reserves at the Project are contained within areas that have seen extensive disturbance resulting from prior mining activities. For Midas Gold to advance its interests at the Stibnite site, the Project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. However, Midas Gold is not aware of any environmental, permitting, legal or other reasons that would prevent it from advancing the Project.

 

This MD&A and the mineral resource and mineral reserve estimates referenced in this MD&A are reported in accordance with the requirements under Canadian securities laws, namely National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), which differ from the requirements under U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Midas Gold is not a SEC registered Corporation nor are any of its subsidiaries.

 

  Midas Gold Corp. | Management’s Discussion & Analysis   13

 

 

 

 

Exhibit 99.56

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Stephen Quin, CEO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended March 31, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 13, 2020  
   
/s/ Stephen Quin  
Stephen Quin  
CEO  

 

     

 

 

Exhibit 99.57

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Darren Morgans, CFO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended March 31, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 13, 2020  
   
/s/ Darren Morgans  
Darren Morgans  
CFO  

 

     

 

 

Exhibit 99.58

 

 

 

To the Securities Regulatory Authorities:

 

Re:      MIDAS GOLD CORP.
            
Annual General Meeting of Shareholders held on May 14, 2020

 

REPORT OF VOTING RESULTS OF MIDAS GOLD CORP.

 

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matters submitted to the annual general meeting (the "Meeting") of shareholders (the "Shareholders") of Midas Gold Corp. (the "Company") held on May 14, 2020. At the Meeting, Shareholders were asked to consider certain matters, as set out in the Company’s Management Information Proxy Circular dated March 30, 2020 (the "Information Circular").

 

A total of 166,465,322 shares were voted online and by proxy at the Meeting, although not all shares were voted in respect of certain matters at the Meeting. The matters voted upon at the Meeting and the results of the voting were as follows:

 

Item 1: Number of Directors
   

By a vote by way of online polling, the ordinary resolution to fix the number of directors at eight (8) was passed. Voting results on this matter were as follows:

 

    Total Votes     Percentage of Votes  
Votes For     130,721,204       99.65 %
Votes Against     452,636       0.35 %
Total Votes Cast     131,173,840       100.00 %

 

Item 2: Election of Directors

 

By a vote by way of online polling, the ordinary resolution to elect each of the nominees listed in the Information Circular as directors until the next annual general meeting was passed. Voting results for the individual directors were 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 resolutions therefore the combined number of shares voted for or withheld (and corresponding percentages) may not add up to the total shares represented at the Meeting.

 

     1

 

 

 

Item 3: Appointment of Auditors
   

By a vote by way of online polling, the ordinary resolution to re-appoint Deloitte LLP, Chartered Accountants, as auditors of the Company for the ensuing year at a remuneration to be fixed by the directors was passed. Voting results on this matter were as follows:

 

    Total Votes*     Percentage of Votes  
Votes in Favour     165,423,806       99.37 %
Votes Withheld     1,041,516       0.63 %
Total Votes Cast     166,465,322       100.00 %

 

* Not all shares were voted in respect of all resolutions therefore the combined number of shares voted for or withheld (and corresponding percentages) may not add up to the total shares represented at the Meeting.

 

Item 4: Approval of Stock Option Plan

 

By a vote by way of online polling, the ordinary resolution to approve and renew the Company’s Evergreen Stock Option Plan. Voting results on this matter were as follows:

 

    Total Votes*     Percentage of Votes  
Votes in Favour     126,469,868       96.41 %
Votes Against     4,703,972       3.59 %
Total Votes Cast     131,173,840       100.00 %

 

* Not all shares were voted in respect of all resolutions therefore the combined number of shares voted for or withheld (and corresponding percentages) may not add up to the total shares represented at the Meeting.

 

Other Business

 

There was no other business at the Meeting.

 

DATED at Vancouver, British Columbia this 14th day of May, 2020.

 

MIDAS GOLD CORP.  
   
By: /s/ Liz Monger  
  Liz Monger  
  Corporate Secretary  

 

     2

 

 

Exhibit 99.59

 

 

 

 

NEWS RELEASE

May 14, 2020

 

#2020-06

 

 

Midas Gold Reports Results of Annual General Meeting

 

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.

 

Page 1 of 2

 

 

 

 

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.”

 

 

For further information about Midas Gold Corp., please contact:

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: www.midasgoldcorp.com

 

Page 2 of 2

 

 

 

 

Exhibit 99.60

 

 

 

 

NEWS RELEASE

July 2, 2020

 

#2020-07

 

 

Draft EIS on Midas Gold’s Stibnite Gold Project Set for Release

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.

 

    Page 1 of 2

 

 

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations

(t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

 

Website: 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 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.

 

    Page 2 of 2

 

 

.

 

Exhibit 99.61

 

 

 

 

 

NEWS RELEASE

August 14, 2020

 

#2020-08

 

 

Regulators Release Draft Environmental Impact Statement on Stibnite Gold Project

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 Stibnite Coalition, 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. 

 

    Page 1 of 2

 

 

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: 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 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.

 

    Page 2 of 2

 

 

.

 

Exhibit 99.62

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Unaudited, expressed in US Dollars)

 

     

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at June 30, 2020 and December 31, 2019

(Unaudited, Expressed in US dollars)

 

 

    Notes   June 30,
2020
    December 31,
2019
 
ASSETS                    
CURRENT ASSETS                    
Cash and cash equivalents       $ 38,864,647     $ 17,504,622  
Receivables         59,635       123,576  
Prepaid expenses         584,250       782,416  
        $ 39,508,532     $ 18,410,614  
NON-CURRENT ASSETS                    
Buildings and equipment       $ 194,723     $ 247,103  
Right-of-use assets   3     330,199       423,774  
Exploration and evaluation assets         71,423,369       71,423,369  
        $ 71,948,291     $ 72,094,246  
TOTAL ASSETS       $ 111,456,823     $ 90,504,860  
                     
LIABILITIES AND EQUITY                    
CURRENT LIABILITIES                    
Trade and other payables       $ 3,653,797     $ 4,228,719  
Warrant derivative (i)   4     313,768       274,723  
Lease liabilities   3     187,686       178,294  
        $ 4,155,251     $ 4,681,736  
NON-CURRENT LIABILITIES                    
Convertible notes   5   $ 44,857,807     $ 27,336,373  
Convertible note derivative (ii)   6     72,959,203       25,478,212  
Non-current lease liabilities   3     165,345       265,563  
        $ 117,982,355     $ 53,080,148  
TOTAL LIABILITIES       $ 122,137,606     $ 57,761,884  
                     
EQUITY                    
Share capital   7   $ 283,767,418     $ 283,489,578  
Equity reserve   7     26,648,518       25,882,516  
Deficit         (321,096,719 )     (276,629,118 )
TOTAL EQUITY       $ (10,680,783 )   $ 32,742,976  
TOTAL LIABILITIES AND EQUITY       $ 111,456,823     $ 90,504,860  

 

Commitments – Notes 3 and 12

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with International Financial Reporting Standards (“IFRS”). There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants. See Note 4.

(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 6.

 

See accompanying notes to condensed consolidated financial statements

 

     2

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at June 30, 2020 and December 31, 2019

(Unaudited, Expressed in US dollars)

 

 

          Three Months Ended     Six Months Ended  
    Notes     June 30, 2020     June 30, 2019     June 30, 2020     June 30, 2019  
EXPENSES                              
Consulting           $ 1,483     $ 38,643     $ 9,006     $ 38,643  
Corporate salaries and benefits             235,976       245,483       416,682       448,280  
Depreciation             70,532       58,698       145,955       125,203  
Directors’ fees             41,309       33,465       84,618       62,414  
Exploration and evaluation     8       6,783,150       6,150,128       12,275,198       11,740,783  
Office and administrative             27,937       (6,059 )     55,103       55,462  
Professional fees             99,242       83,957       106,327       146,883  
Share based compensation     7       336,620       372,595       887,864       1,141,473  
Shareholder and regulatory             68,955       123,617       165,484       233,789  
Travel and related costs             2,400       80,294       28,849       114,436  
OPERATING LOSS           $ 7,667,604     $ 7,180,821     $ 14,177,086     $ 14,107,366  
                                         
OTHER EXPENSES (INCOME)                                        
Change in fair value of warrant derivative (i)     4     $ 193,889     $ (155,231 )   $ 39,045     $ (324,227 )
Change in fair value of convertible note derivative (ii)     6       31,116,764       (14,228,614 ))     30,256,819       (22,637,383 )
Finance costs     9       1,152,959       659,032       2,242,551       1,308,360  
Foreign exchange loss/(gain)             3,830,373       1,320,033       (2,076,139 )     2,501,729  
Interest income             (89,395 )     (127,631 )     (171,761 )     (284,081 )
Total other expenses/(income)           $ 36,204,590     $ (12,532,411 )   $ 30,290,515     $ (19,435,602 )
                                         
NET LOSS/(INCOME) AND COMPREHENSIVE LOSS/(INCOME)           $ 43,872,194     $ (5,351,590 )   $ 44,467,601     $ (5,328,236 )
                                         
NET LOSS/(INCOME) PER SHARE, BASIC AND DILUTED           $ 0.16     $ (0.02 )   $ 0.16     $ (0.02 ))
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED             271,641,427       241,031,224       271,585,918       238,372,615  

 

Footnotes:

(i) The warrant derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants. See Note 4.

(ii) The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes. See Note 6.

 

See accompanying notes to condensed consolidated financial statements

 

     3

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

For the three months ended March 31, 2020 and 2019

(Expressed in US dollars except for number of shares)

 

        Share Capital                    
    Note   Shares     Amount     Equity Reserve     Deficit     Total  
BALANCE, January 1, 2019         234,812,690     $ 267,595,776     $ 24,394,532     $ (265,329,233 )   $ 26,661,075  
Share based compensation   7     -       -       1,166,237       -       1,166,237  
Public offering   7     33,200,000       14,929,176       -       -       14,929,176  
Share issue cost   7     -       (844,832 )     -       -       (844,832 )
Share based payments         1,500,000       877,500       -       -       877,500  
Share issued through Stock Appreciation Rights         137,383       -       (122,188 )     -       (122,188 )
Exercise of options   7     831,700       599,188       (197,882 )     -       401,306  
Net profit and comprehensive profit for the period           -       -       -       5,328,236       5,328,236  
BALANCE, June 30, 2019         270,481,773     $ 283,156,808     $ 25,240,699     $ (260,000,997 )   $ 48,396,510  
                                             
                                             
BALANCE, January 1, 2020         271,125,496     $ 283,489,578     $ 25,882,516     $ (276,629,118 )   $ 32,742,976  
Share based compensation   7     -       -       886,092       -       886,092  
Share issued through Stock Appreciation Rights         54,160       23,287       (21,514 )     -       1,773  
Exercise of options         514,000       254,553       (98,576 )     -       155,977  
Net loss and comprehensive loss for the period           -       -       -       (44,467,601 )     (44,467,601 )
BALANCE, June 30, 2020         271,693,656     $ 283,767,418     $ 26,648,518     $ (321,096,719 )   $ (10,680,783 )

 

See accompanying notes to condensed consolidated financial statements

 

     4

 

 

Midas Gold Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

        Three Months Ended     Six Months Ended  
    Notes   June 30, 2020     June 30, 2019     June 30, 2020     June 30, 2019  
OPERATING ACTIVITIES:                                    
Net (loss)/profit       $ (43,872,194 )   $ 5,351,590     $ (44,467,601 )   $ 5,328,236  
Adjustments for:                                    
Share based compensation   7     334,847       372,595       886,092       1,166,237  
Share based payments   7     -       877,500       -       877,500  
Depreciation         70,532       58,698       145,955       125,203  
Accretion and interest expense   3,5,9     1,152,959       659,032       2,018,341       1,308,360  
Finance cost deducted as share issue cost   9     -       -       224,210       -  
Change in fair value of warrant derivative   4     193,889       (155,231 )     39,045       (324,227 )
Change in fair value of convertible note derivative   6     31,116,764       (14,228,614 )     30,256,819       (22,637,383 )
Unrealized foreign exchange gain/(loss)         3,803,675       1,370,225       (2,010,319 )     2,570,555  
Interest income         (89,395 )     (127,631 )     (171,761 )     (284,081 )
Changes in:                                    
Trade and other receivables         19,342       (36,145 )     12,784       (37,836 )
Prepaid expenses         10,170       (278,141 )     198,164       (288,330 )
Trade and other payables         516,728       (88,041 )     (775,537 )     247,407  
Net cash used in operating activities       $ (6,742,683 )   $ (6,224,163 )   $ (13,643,808 )   $ (11,948,359 )
INVESTING ACTIVITIES:                                    
Purchase of buildings and equipment       $ -     $ (20,456 )   $ -     $ (20,456 )
Interest received         128,113       386,852       222,920       525,381  
Net cash provided by investing activities       $ 128,113     $ 366,396     $ 222,920     $ 504,925  
FINANCING ACTIVITIES:                                    
Proceeds from issuance of convertible notes       $ -     $ -     $ 35,000,000     $ -  
Payment of transaction costs on issuance of convertible notes         -       -       (237,170 )     -  
Proceeds from issuance of common shares through financing         -       14,929,176       -       14,929,176  
Payment of transaction costs on issuance of common shares through financing         -       (844,832 )     -       (844,832 )
Proceeds from issuance of common shares through exercise of options         27,507       -       157,750       279,117  
Interest paid on Convertible Notes   5     -       -       (18,353 )     (18,727 )
Payment of lease liabilities   3     (48,763 )     (2,538 )     (110,116 )     (19,793 )
Net cash (used in)/provided by financing activities       $ (21,256 )   $ 14,081,806     $ 34,792,111     $ 14,324,941  
Effect of foreign exchange on cash and cash equivalents         85,339       40,136       (11,198 )     60,021  
Net (decrease)/increase in cash and cash equivalents         (6,550,487 )     8,264,175       21,360,025       2,941,528  
Cash and cash equivalents, beginning of period         45,415,134       24,563,911       17,504,622       29,886,558  
Cash and cash equivalents, end of period       $ 38,864,647     $ 32,828,086     $ 38,864,647     $ 32,828,086  
                                     
Cash       $ 4,614,758     $ 8,796,611     $ 4,614,758     $ 8,796,611  
Investment savings         12,051,358       7,613,742       12,051,358       7,613,742  
GIC and term deposits         22,198,531       16,417,733       22,198,531       16,417,733  
Total cash and cash equivalents       $ 38,864,647     $ 32,828,086     $ 38,864,647     $ 32,828,086  

 

See accompanying notes to condensed consolidated financial statements 

 

5

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

1. Nature of Operations

 

Midas Gold Corp. (the “Corporation” or “Midas Gold”) was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA. The Corporation’s principal asset is 100% ownership in subsidiaries that control the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Corporation currently operates in one segment, mineral exploration in the United States. The corporate office of Midas Gold is located at 890-999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada.

 

2. Basis of Preparation

 

a. Statement of Compliance

 

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting (“IAS 34”), using accounting policies that are consistent with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

b. Basis of Presentation

 

These condensed consolidated interim financial statements have been prepared on the historic cost basis except for certain financial instruments, which are measured at fair value.

 

The preparation of these condensed consolidated interim financial statements is based on the accounting policies consistent with those applied to the consolidated financial statements of Midas Gold for the year ended December 31, 2019.

 

These condensed consolidated interim financial statements do not include all information required for full financial statements and should be read in conjunction with the consolidated financial statements of Midas Gold for the year ended December 31, 2019.

 

These condensed consolidated interim financial statements for the six-month periods ended June 30, 2020 and 2019 were approved and authorized for issue by the board of directors on August 13, 2020.

 

3. Leases

 

The Corporation leases building space for the Corporate office in Vancouver, BC, and for the U.S. subsidiaries in Donnelly, ID and Boise, ID and has identified these leases to have ROU assets. As at June 30, 2020, these are the only leases identified to have ROU assets. The Corporation is utilizing an incremental borrowing rate of 10% for calculating lease liabilities and ROU assets.

 

ROU Assets

 

    Property  
Balance, January 1, 2020   $ 423,774  
Additions     -  
Depreciation charge for the period     (93,575 )
Balance, June 30, 2020   $ 330,199  

 

6

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars) 

 

3. Leases (continued)

 

Lease Liabilities

 

    June 30, 2020  
Maturity analysis – contractual undiscounted cash flows        
Less than one year   $ 212,807  
One to five years     172,203  
Total undiscounted lease liabilities at June 30, 2020   $ 385,010  
Lease liabilities included in the statement of financial position at June 30, 2020   $ 353,031  
Current     187,686  
Non-Current     165,345  

 

Amounts recognized in profit and loss

 

    June 30, 2020  
Depreciation expense of ROU assets   $ (93,575 )
Expenses relating to short-term leases     (20,776 )
Expenses relating to leases of low-value assets     (6,171 )
Interest on lease liabilities     (19,290 )

 

Payments made during the period for leases where the Corporation has elected to not recognize ROU assets and lease liabilities are recognized in the statement of net loss and comprehensive loss are presented in the table above.

 

Amounts recognized in the statement of cash flows

 

    June 30, 2020  
Total payments on lease liability   $ (110,116 )
Principal on leases     (90,826 )
Interest expense     (19,290 )

 

4. Warrant Derivative

 

In May 2013, the Corporation issued to Franco Nevada Corporation (“Franco”) 2,000,000 share purchase warrants (“Franco Warrants”). The Franco Warrants are exercisable into 2,000,000 common shares of the Corporation at C$1.23 per warrant. The Franco Warrants contain a mandatory conversion feature which requires Franco to exercise 100% of the outstanding warrants if, at any time, the volume weighted average trading price of Midas Gold’s common shares is equal to or greater than C$3.23 for a period of 30 consecutive trading days. The Franco Warrants expire on May 9, 2023.

 

The exercise price of the Franco warrants is denominated in Canadian dollars; however, the functional currency of the Corporation is the US Dollar. As a result of this difference in currencies, the proceeds that will be received by the Corporation are not fixed and will vary based on foreign exchange rates and the warrants are a derivative and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as a non-cash gain or loss in the consolidated statement of net loss/(income) and comprehensive loss/(income). Upon exercise, the holders will pay the Corporation the respective exercise price for each warrant exercised in exchange for one common share of Midas Gold and the fair value at the date of exercise and the associated non-cash liability will be reclassified to share capital.  The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain in the consolidated statement of net loss/(income) and comprehensive loss/(income). There are no circumstances in which the Corporation would be required to pay any cash upon exercise or expiry of the warrants.

 

7

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

4. Warrant Derivative (continued)

 

A reconciliation of the change in fair values of the derivative is below:

 

    Fair Value of Warrant Derivative  
Balance, December 31, 2019   $ 274,723  
Change in fair value of warrant derivative     39,045  
Balance, June 30, 2020   $ 313,768  

 

The fair value of the warrants was calculated using the Black-Scholes valuation model. The inputs used in the Black-Scholes valuation model are:

 

    June 30,
2020
    December 31,
2019
 
Share price   C$ 0.72     C$ 0.63  
Exercise price   C$ 1.23     C$ 1.23  
Expected term (in years)     2.9       3.4  
Expected share price volatility     69 %     65 %
Annual rate of quarterly dividends     0 %     0 %
Risk-free interest rate     0.3 %     1.7 %

 

5. Convertible Notes

 

On March 17, 2016, the Corporation issued unsecured convertible notes (the “2016 Notes”) for gross proceeds of $38.5 (C$50.0) million and a maturity date of March 17, 2023. On March 17, 2020, the Corporation issued a second round of unsecured convertible notes (the “2020 Notes”) for gross proceeds of $35.0 (C$47.6) million and a maturity date of March 17, 2027. Both sets of notes, collectively the “Convertible Notes”, have identical features and bear interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Corporation’s election) or added to the principal and payable on maturity. Upon maturity, and for each set of notes, the outstanding principal amount is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes may convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Corporation, at a price of C$0.3541 per share for the 2016 Notes and a price of C$0.4655 for the 2020 Notes. If there is an equity financing completed at 95% of the conversion price, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Corporation after four years with not more than 60-days written notice and not less than 30-days written notice when the Corporation’s common shares reach a volume weighted average trading price for 20 consecutive trading days of C$0.7082 or higher for the 2016 Notes and C$0.931 or higher for the 2020 Notes. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price.

 

The terms for the 2020 Notes were announced on March 10, 2020, for gross proceeds of $35.0 million at a USD:CAD exchange rate of 1:1.36 (C$47.6 million due and payable upon maturity). The 2020 Notes were issued on March 17, 2020, with a USD:CAD exchange rate of 1:1.42; this movement resulted in a foreign exchange gain on the date of issuance.

 

Each set of Convertible Notes are deemed to contain an embedded derivative (collectively, the “Convertible Note Derivatives”) relating to the conversion option. The Convertible Note Derivatives were valued upon initial recognition at fair value using partial differential equation methods. At inception, for each set of notes, the face value of the notes was reduced by the estimated fair value of the related convertible note derivative and the transaction costs. See below for additional detail of initial value upon issuance of each set of notes:

 

8

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

5. Convertible Notes (continued)

  

    2020 Notes     2016 Notes  
Gross proceeds upon issuance   $ 35,000,000     $ 38,508,431  
      Foreign exchange gain     (1,419,753 )     -  
Face value of convertible note   $ 33,580,247     $ 38,508,431  
      Estimated fair value of embedded derivative     (17,197,994 )     (19,771,572 )
      Transaction costs     (213,575 )     (429,723 )
Convertible note liability, net   $ 16,168,678     $ 18,307,136  

 

The Convertible Notes are measured at amortized cost and will be accreted to maturity over the term using the effective interest method. The expected value of the 2016 Notes at maturity is $36.6 million (C$49.9 million) based on the exchange rate at June 30, 2020 (2019 - $38.1 million (C$49.9 million)). The expected value of the 2020 Notes at maturity is $34.9 million (C$47.6 million) based on the exchange rate at June 30, 2020.

 

During March 2020, the fourth annual interest payment was made to the 2016 Note holders in cash, in the amount of $18,353 (2019 - $18,727).

 

The components of the Convertible Notes are summarized as follows:

 

    Convertible Notes  
Balance, December 31, 2019   $ 27,336,373  
Additions     16,168,678  
Accretion and Interest Expense     1,999,051  
Interest Payments     (18,353 )
Foreign exchange adjustments     (627,942 )
Balance, June, 2020   $ 44,857,807  

 

Upon the issuance of the 2016 Notes, of which Paulson & Co., Inc. (“Paulson”) participated, the Corporation entered an Investor Rights Agreement (“IRA”) with Paulson. The IRA entitles Paulson to nominate two directors to the Corporation’s Board of Directors through the period to which Paulson maintains a fully diluted ownership of more than 20%. Paulson was the sole participant in the 2020 Notes. Upon the issuance of the 2020 Notes, the IRA was amended to entitle Paulson to nominate one of its two director nominees as Chair of the Corporation’s Board of Directors. If all notes were converted, Paulson would hold 209,357,324 shares of the Corporation.

 

6. Convertible Note Derivative

 

Convertible Note Derivatives related to each set of Convertible Notes (Note 5) were valued upon initial recognition at fair value using partial differential equation methods and are subsequently re-measured at fair value at each period end through the consolidated statement of net loss and comprehensive loss. The convertible note derivative related to the 2016 Notes (the “2016 Derivative”) had an initial fair value of $19.8 million. The convertible note derivative related to the 2020 Notes (the “2020 Derivative”) had an initial fair value of $17.2 million. The components of the derivatives, collectively the “Convertible Note Derivatives”, are summarized as follows:

 

9

 

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

 

6. Convertible Note Derivative (continued)

 

 

Convertible Note

Derivative

 
Balance, December 31, 2019   $ 25,478,212  
Additions     17,197,994  
Fair value adjustment     30,256,819  
Foreign exchange adjustments     26,178  
Balance, June 30, 2020   $ 72,959,203  

 

Upon conversion of the Convertible Notes, the fair value of the Convertible Note Derivatives and the carrying value of the Convertible Notes will be reclassified to share capital.  There are no circumstances in which the Corporation would be required to pay any cash upon conversion of the Convertible Notes.

 

The fair value of the Convertible Note Derivative was calculated using partial differential equation methods. The assumptions used in the valuation model include the following, with a change in share price having the most significant impact on the valuation:

 

2016 Derivative   June 30, 2020     December 31, 2019  
Risk-free interest rate     0.3%       1.7%  
Expected term (in years)     2.9       3.2  
Share Price     C$0.72       C$0.63  
Credit Spread     10%       10%  
Implied discount on share price     21% - 9%       37% - 26%  
Expected share price volatility     67%       58%  

 

2020 Derivative   June 30, 2020     March 17, 2020  
Risk-free interest rate     0.4%       0.9%  
Expected term (in years)     6.7       7  
Share Price     C$0.72       C$0.41  
Credit Spread     10%       10%  
Implied discount on share price     21% - 9%       21% - 9%  
Expected share price volatility     60%       60%  

 

7. Share Capital

 

a. Authorized

 

Unlimited number of common shares without par value.

Unlimited number of first preferred shares without par value.

Unlimited number of second preferred shares without par value.

 

10

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

 

7. Share Capital (continued)

 

b. Share purchase options

 

Under the terms of the Corporation's Stock Option Plan, the maximum number of shares reserved for issuance under the Plan is 10% of the issued shares on a rolling basis. Options may be exercisable over periods as determined by the Board of Directors of the Corporation and the exercise price shall not be less than the five-day weighted-average share price on the day preceding the award date, subject to regulatory approval. The Stock Option Plan includes a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. All stock options granted are subject to vesting, with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant. A summary of share purchase option activity within the Corporation’s share-based compensation plan for the year ended December 31, 2019 and six months ended June 30, 2020 is as follows:

 

   

Number of

Options

   

Weighted Average

Exercise Price (C$)

 
Balance December 31, 2018     16,684,075     $ 0.70  
Options granted     5,760,000       0.87  
Options expired     (543,375 )     0.70  
Options terminated via SAR     (787,500 )     0.54  
Options exercised     (1,386,950 )     0.49  
Balance December 31, 2019     19,726,250     $ 0.77  
Options granted     4,425,000       0.57  
Options expired     (191,250 )     0.54  
Options terminated via SAR     (140,000 )     0.36  
Options exercised     (514,000 )     0.44  
Balance, June 30, 2020     23,306,000     $ 0.73  

 

The number of outstanding options represents 8.6% of the issued and outstanding shares at June 30, 2020. During the three and six months ended June 30, 2020, the Corporation’s total share-based compensation was $336,620 and $887,864, respectively (2019 - $372,595 and $1,141,473). This is comprised of $334,847 and $886,092, respectively, in periodic stock-based compensation related to options granted (2019 - $372,595 and $1,166,237) and $1,773 for both periods related to SAR activity (2019 – nil and $(24,764)).

 

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The weighted average inputs used in the Black-Scholes option pricing model are:

 

    Six Months Ended  
    June 30, 2020     June 30, 2019  
Fair value options granted   C$0.32     C$0.61  
Risk-free interest rate   1.4%   1.8%
Expected term (in years)   5.0     5.0  
Expected share price volatility   65%   64%
Expected dividend yield   -     -  
Expected forfeiture   5%   5%

 

An analysis of outstanding share purchase options as at June 30, 2020 is as follows:

 

      Options Outstanding     Options Exercisable  
Range of
Exercise
Prices (C$)
    Number     Weighted
Average
Exercise
Price (C$)
    Weighted
Average
Remaining
Contractual
Life (Years)
    Number     Weighted
Average
Exercise
Price (C$)
    Weighted
Average
Remaining
Contractual
Life (Years)
 
$0.31 - $0.44       2,117,125     $ 0.36       2.4       1,404,625     $ 0.34       1.3  
$0.59 - $0.72       9,795,125     $ 0.62       3.3       5,144,813     $ 0.62       2.5  
$0.82 - $0.89       5,268,750     $ 0.88       1.7       4,978,750     $ 0.89       1.6  
$0.91 - $0.98       6,125,000     $ 0.96       3.3       2,448,750     $ 0.97       3.4  
$0.31 - $0.98       23,306,000     $ 0.73       2.8       13,976,938     $ 0.75       2.2  

 

11

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

 

7. Share Capital (continued)

 

c. Warrants

 

There was a total of 2,000,000 Franco Nevada warrants outstanding as of both December 31, 2019 and June 30, 2020.

 

8. Exploration and Evaluation Expenditures

 

The Corporation’s exploration and evaluation expenditures at the Stibnite Gold Project for the three and six months ended June 30, 2020 and 2019 were as follows:

 

    Three Months Ended     Six Months Ended  
   

June 30,

2020

   

June 30,

2019

   

June 30,

2020

   

June 30,

2019

 
Exploration and Evaluation Expenditures                                
Consulting and labor cost     1,371,493       1,379,945       2,565,170       2,515,617  
Field office and drilling support     530,619       470,650       854,114       860,971  
Engineering     315,182       350,069       560,593       1,239,901  
Permitting     4,161,852       2,813,632       7,233,892       5,512,557  
Environmental and reclamation     92,003       -       233,892       -  
Legal and sustainability     312,001       1,135,832       827,537       1,611,737  
Exploration and Evaluation Expense   $ 6,783,150     $ 6,150,128     $ 12,275,198     $ 11,740,783  

 

9. Finance Costs

 

The Corporation’s finance costs for the three and six months ended June 30, 2020 and 2019 were as follows:

 

    Three Months Ended     Six Months Ended  
   

June 30,

2020

   

June 30,

2019

   

June 30,

2020

   

June 30,

2019

 
Finance costs                                
Accretion     1,135,088       652,106       1,984,935       1,291,285  
Transaction costs          -       -       224,210          
Interest expense on Convertible Notes     8,797       4,669       14,116       9,316  
Interest expense on leases     9,074       2,257       19,290       7,759  
    $ 1,152,959     $ 659,032     $ 2,242,551     $ 1,308,360  

 

10. Financial Instruments

 

The Corporation classified the fair value of the financial instruments according to the following fair value hierarchy based on the amount of observable inputs used to value the instruments:

 

The three levels of the fair value hierarchy are:

 

Level 1 – Values based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

 

12

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

 

10. Financial Instruments (continued)

 

Level 2 – Values based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

Level 3 – Values based on prices or valuation techniques that are not based on observable market data.

 

At June 30, 2020 and December 31, 2019, the levels in the Fair Value hierarchy into which the Corporation’s financial assets and liabilities are measured and recognized on the balance sheet at fair value are categorized as follows:

 

   

June 30,

2020

 
    Level 1     Level 2     Level 3  
Convertible Note Derivative (Note 6)   $ -     $ -     $ 72,959,203  
Warrant Derivative (Note 4)     -       -       313,768  
    $ -     $ -     $ 73,272,971  

 

   

December 31,

2019

 
    Level 1     Level 2     Level 3  
Convertible Note Derivative (Note 6)   $ -     $ -     $ 25,478,212  
Warrant Derivative (Note 4)     -       -       274,723  
    $ -     $ -     $ 25,752,935  

 

11. Segmented Information

 

The Corporation operates in one segment, being the exploration, evaluation and potential development of the Stibnite Gold Project. Details on a geographic basis are as follows:

 

   

June 30,

2020

   

December 31,

2019

 
Assets by geographic segment, at cost                
Canada                
Current assets   $ 38,530,251     $ 17,487,984  
Non-current assets     85,274       103,744  
      38,615,525       17,591,728  
United States                
Current assets     978,279       922,630  
Non-current assets     71,863,018       71,990,502  
      72,841,296       72,913,132  
    $ 111,456,821     $ 90,504,860  

 

12. Commitments

 

a. Mining Claim Assessments

 

The Corporation currently holds mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claims Assessments is a $335,000 bond related to the Corporation’s exploration activities.

 

13

 

 

Midas Gold Corp.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2020 and 2019

(Unaudited, expressed in US dollars)

 

 

12. Commitments (continued)

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect, which is part of the Project, in order to maintain an option to purchase to obtain title to these claims. As at June 30, 2020, the remaining option payments due on the Cinnabar property are $80,000, which will be paid over the next two years. The agreement includes an option to extend up to 20 years.

 

b. Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision issued by the US Forest Service, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q3 2021 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

The Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Midas Gold Idaho, Inc. and eight communities and counties throughout the West Central Mountains region of Idaho.

 

c. Legal Update

 

On August 8, 2019, the Nez Perce Tribe filed a complaint under the Clean Water Act (“CWA”) in the United States District Court for the District of Idaho. The suit alleges that Midas Gold Corp. and its related subsidiaries are violating the CWA by failing to secure permits for point source water pollution claimed to be occurring at Midas Gold’s Stibnite Gold Project site. The Corporation believes that the case will be ultimately dismissed.

 

The Corporation filed a motion to dismiss and, in the alternative, a motion to stay the litigation pending conclusion of negotiations with the Environmental Protection Agency (“EPA”) on an administrative order on consent (“AOC”) under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), a process that was underway before the plaintiff filed suit. Argument was heard on December 16, 2019 where the motion to dismiss was denied. On January 7, 2020, the Corporation filed its formal answer denying liability for the allegations contained in the complaint, and on January 8, 2020, the motion to stay the litigation was denied by the Federal District Court, but the court invited the Corporation and its related subsidiaries to renew a stay motion if the AOC becomes “imminent.”. A scheduling order was entered February 11, 2020, and if the matter proceeds to trial, it will likely take place in 2021.

 

Now entering its third year, the Corporation has been negotiating the AOC with the EPA, the United States Forest Service, the Idaho Department of Environmental Quality and the Shoshone-Bannock Tribes that will afford early clean up actions on the Stibnite Gold Project Site. Under CERCLA section 113(h), citizen suits under the CWA are pre-empted from interfering with work covered under an AOC. The Federal court has been advised that Midas Gold and the regulatory entities are engaged in efforts to craft an approach under CERCLA that would investigate the water quality and other resource issues on the Stibnite Gold Project Site and thus effectively address the relief sought in the plaintiff’s litigation. The AOC negotiations are proceeding.

 

14

 

 

Exhibit 99.63

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

INTRODUCTION

 

The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial condition and results of operations of Midas Gold Corp. (“Midas Gold” or the “Corporation”) for the three and six months ended June 30, 2020. This MD&A should be read in conjunction with Midas Gold’s unaudited condensed consolidated interim financial statements (“Interim Financial Statements”) for the three and six months ended June 30, 2020 prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting (“IAS 34”), using accounting policies that are consistent with the International Financial Reporting Standards (“IFRS”), and the MD&A of Midas Gold for the year ended December 31, 2019. Additional corporate information, including Midas Gold’s most recent Annual Information Form (“AIF”) and other continuous disclosure documents can be accessed through the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com and the Corporation’s website at www.midasgoldcorp.com.

 

To the extent applicable, updated information contained in this MD&A supersedes older information contained in previously filed continuous disclosure documents. Information contained on the Corporation’s website that is not incorporated by reference does not form part of this MD&A. This MD&A contains forward-looking statements that are based on certain estimates and assumptions and involve risks and uncertainties. Actual results may vary materially from management’s expectations. See the “Forward-Looking Statements” and “Risks and Uncertainties” sections in this MD&A for further information. All “$” dollars in this MD&A are United States Dollars, unless specifically stated as “C$” which are Canadian Dollars.

 

The information in this MD&A is provided as at August 13, 2020.

 

OVERVIEW

 

Midas Gold Corp. (the “Corporation” or “Midas Gold”) was incorporated on February 22, 2011 under the Business Corporations Act of British Columbia. The Corporation was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA. The Corporation’s principal asset is 100% ownership in subsidiaries that control the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Corporation currently operates in one segment, mineral exploration in the United States. The corporate office of Midas Gold is located at 890-999 West Hastings Street, Vancouver, BC, V6C 2W2, Canada.

 

QUARTER HIGHLIGHTS

 

On April 1, 2020, the Corporation announced the United States Forest Service (“USFS”) and other regulators working on the Stibnite Gold Project (“Project”) had released an updated permitting schedule and committed to releasing the Draft EIS for public review in Q3, 2020. The updated schedule came 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 also 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. Subsequent to quarter end, on July 2, 2020, the USFS and other regulators working on the Project released their quarterly Schedule of Proposed Actions (“SOPA”), indicating that the USFS expects to release the Draft EIS for public review in August 2020.

 

Midas Gold Corp. | Management’s Discussion & Analysis 1
 

 

 

FORWARD-LOOKING STATEMENTS

 

This MD&A and certain information incorporated by reference in this MD&A contain “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). Such forward-looking information and statements relate to, among other things, the Corporation’s strategy, projects, plans and future or operating performance. All statements that are not statements of historical fact are “forward-looking statements” as that term is defined in the United States Private Securities Litigation Reform Act of 1995 and “forward looking information” as that term is defined in National Instrument 51-102 (“NI 51-102”) of the Canadian Securities Administrators. Certain forward-looking information may also be considered future-oriented financial information (“FOFI”) as that term is defined in NI 51-102. The purpose of disclosing FOFI is to provide a general overview of management’s expectations regarding the anticipated results of operations and capital expenditures, and readers are cautioned that FOFI may not be appropriate for other purposes.

 

Forward-looking information can frequently, but not always, be identified by the use of words such as “plans”, “expects", “estimates”, “intends”, “possible”, “goals”, “anticipate”, “determine” or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, conditions, events or results “may”, “could”, “would”, “should” or “will”, “occur” or “be achieved” or the negative of these terms or comparable terminology. Such forward-looking information is set forth, among other places, under the headings “2020 Outlook and Goals”, “Capital Resources and Liquidity” and “Mineral Properties”, and elsewhere in the MD&A and may include, without limitation, statements regarding the perceived merit of properties; the timing and ability to complete or obtain, as applicable, feasibility studies and regulatory processes relating to permitting for site restoration and redevelopment of the Project; feasibility study results (including projected economic returns, operating costs, and capital costs); cash flow forecasts; exploration results at the Corporation’s properties; budgets; work programs; permitting or other timelines; the Corporation’s engagement and consultation with regulators, communities, tribes and other stakeholders in respect of the Project and the Corporation’s Plan of Restoration and Operations (“PRO”); the ability of the Corporation to discharge its liabilities as they become due, to continue to advance the Project through 2020 and beyond, and to meet its administrative and overhead requirements for more than a year; estimated timing for construction of, and production from, any new projects; strategic plans, including without limitation the Corporation’s strategy and plans in respect of environmental and social governance issues; the market price of gold; expectations regarding future price assumptions, financial performance and other outlook or guidance or other statements that are not statements of historical fact.

 

Forward-looking information is necessarily based upon a number of estimates and assumptions, including material estimates and assumptions related to the factors set forth below that, while considered reasonable by the Corporation as at the date of this MD&A in light of management’s experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive uncertainties and contingencies. With respect to forward-looking information contained herein, the Corporation has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating costs, recovery and metal costs; that any additional capital and financing needed will be available on reasonable and acceptable terms; the exchange rates for the U.S. and Canadian currencies will be consistent with the Corporation’s expectations; that the current exploration, development, environmental and other objectives concerning the Project can be achieved and that the Corporation’s other corporate activities will proceed as expected; that the formal review process under the National Environmental Policy Act (including a joint review process involving the USFS, the State of Idaho and other agencies and regulatory bodies), as well as the public comment period and environmental impact statement, will proceed in a timely manner and as expected; that litigation challenging the Corporation’s current business model can be reasonably anticipated and adequately defended; that the current price and demand for gold and other metals will be sustained or will improve; the equipment and personnel required for permitting, construction and operations will be available on a continual basis; there will be no unforeseen delays, unexpected geological or other effects, equipment failures, or permitting or other delays; that general business, economic and market conditions will not change in a materially adverse manner and that all necessary governmental approvals and authorization for the planned exploration, development and environmental protection activities relating to the Project will be obtained in a timely manner and on acceptable terms; and the continuity of economic and political conditions and operations of the Corporation.

 

Midas Gold Corp. | Management’s Discussion & Analysis 2
 

 

 

The forward-looking information contained herein is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events, results, performance and/or achievements of the Corporation to differ materially from any future events, results, performance and/or achievements expressed or implied by such forward-looking information. In addition to those discussed in the Corporation’s public disclosure record and the risks and uncertainties set out in this MD&A under the heading “Risks and Uncertainties”, such risks and other factors include, among others, risks involved in fluctuations in gold and other commodity prices and currency exchange rates; the speculative nature of mineral exploration and development; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; changes in project parameters as plans continue to be refined; risks associated with projects in the early stages of evaluation and for which additional engineering and other analysis is required; the benefits expected from recent transactions being realized; failure to comply with environmental and health and safety laws and regulations; risks related to cooperation of government agencies and federally recognized tribes in the exploration and development of the property and the issuance of required permits; risks related to the need to obtain additional financing to develop the property and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; increased costs, delays, suspensions and technical challenges associated with the construction of capital projects; operating or technical difficulties in connection with mining or development activities, including geotechnical challenges and disruptions in the maintenance or provision of required infrastructure and information technology systems; uncertainty as to timely availability of permits and other approvals; non-renewal of key licenses by governmental authorities; the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; adverse changes in the Corporation’s credit ratings; the impact of inflation; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States, tribal governments and other jurisdictions in which the Corporation or its affiliates do or may carry on business in the future; risks associated with illegal and artisanal mining; risks associated with new diseases, epidemics and pandemics, including the effects and potential effects of the global COVID-19 pandemic; the possibility that future exploration results will not be consistent with the Corporation’s expectations; risks that exploration data may be incomplete and considerable additional work may be required to complete further evaluation; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; litigation and legal and administrative proceedings; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; business opportunities that may be presented to, or pursued by, the Corporation; the Corporation’s ability to successfully integrate acquisitions or complete divestitures; employee relations including loss of key employees; and increased costs and physical risks, including extreme weather events and resource shortages, related to climate change. The Corporation also cautions that its 2020 Outlook and Goals may be impacted by the unprecedented business and social disruption caused by the spread of COVID-19.

 

All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. Specific reference is made to the most recent Annual Information Form on file with the Canadian provincial securities regulatory authorities for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Corporation’s ability to achieve the expectations set forth in the forward-looking statements contained in this MD&A.

 

Although the Corporation has attempted to identify important factors that could affect the Corporation and may cause actual actions, events or results to differ materially from those described in the 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 forward-looking information. Accordingly, readers should not place undue reliance on such 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 MD&A to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned that forward-looking statements are not guarantees of future performance.

 

Midas Gold Corp. | Management’s Discussion & Analysis 3
 

 

 

2020 OUTLOOK AND GOALS

 

During 2020, Midas Gold’s objectives continue to be to advance the permitting process for the Stibnite Gold Project under the National Environmental Protection Act (“NEPA”) and, in parallel, to advance the technical work and studies needed to support the completion of a feasibility study for the Project. In conjunction with the foregoing, Midas Gold will continue to engage and consult with regulators, communities, tribes and other stakeholders to the best of its ability in respect of the concepts for the Project set out in the Plan of Restoration and Operations (“PRO”) in order to ensure that plans for the restoration and redevelopment of the Project addresses concerns and issues to the extent environmentally, technically and commercially feasible. As part of this ongoing process, Midas Gold submitted a modified version of the PRO to the regulators in Q2/19 which incorporated a number of refinements to the original PRO that are designed to reduce footprint and improve environmental outcomes and enhance habitat. This modified PRO is being considered alongside other alternatives being assessed by the regulators under NEPA. Currently, the next milestone for the Project is the publication of the Draft EIS, which is anticipated to occur in August 2020, followed by a public comment period and, subsequently, the publication of a feasibility study for the Project later in 2020, a final EIS in Q2/21 and a Record of Decision in Q3/21 (according to the latest schedule published be regulators). The extended permitting schedule, related to delays announced in 2018, 2019 and early 2020, provided Midas Gold the opportunity to undertake certain value engineering exercises and, where appropriate, to include the results of such evaluations in the planned feasibility study. As part of this Project optimization process, Midas Gold’s personnel and its consultants are working to optimize various aspects of the Project, including mine planning, scheduling and stockpiling, plant layout and water management strategies. Some of these optimizations may be addressed in the feasibility study, when published.

 

The Corporation continues to balance the timing and prioritization of expenditures with the intention of delivering the Corporation’s major objectives in a timely and cost-effective manner.

 

RESULTS OF OPERATIONS

 

Net Loss/(Income) and Comprehensive Loss/(Income)

 

    Three Months Ended     Six Months Ended  
    June 30, 2020     June 30, 2019     June 30, 2020     June 30, 2019  
EXPENSES                        
Consulting   $ 1,483     $ 38,643     $ 9,006     $ 38,643  
Corporate salaries and benefits     235,976       245,483       416,682       448,280  
Depreciation     70,532       58,698       145,955       125,203  
Directors’ fees     41,309       33,465       84,618       62,414  
Exploration and evaluation     6,783,150       6,150,128       12,275,198       11,740,783  
Office and administrative     27,937       (6,059 )     55,103       55,462  
Professional fees     99,242       83,957       106,327       146,883  
Share based compensation     336,620       372,595       887,864       1,141,473  
Shareholder and regulatory     68,955       123,617       165,484       233,789  
Travel and related costs     2,400       80,294       28,849       114,436  
OPERATING LOSS   $ 7,667,604     $ 7,180,821     $ 14,177,086     $ 14,107,366  
                                 
OTHER EXPENSES (INCOME)                                
Change in fair value of warrant derivative   $ 193,889     $ (155,231 )   $ 39,045     $ (324,227 )
Change in fair value of convertible note derivative     31,116,764       (14,228,614 )     30,256,819       (22,637,383 )
Finance costs     1,152,959       659,032       2,242,551       1,308,360  
Foreign exchange loss/(gain)     3,830,373       1,320,033       (2,076,139 )     2,501,729  
Interest income     (89,395 )     (127,631 )     (171,761 )     (284,081 )
Total other expenses/(income)   $ 36,204,590     $ (12,532,411 )   $ 30,290,515     $ (19,435,602 )
                                 
Net Loss/(Income) and Comprehensive Loss/(Income)   $ 43,872,194     $ (5,351,590 )   $ 44,467,601     $ (5,328,236 )

 

Midas Gold Corp. | Management’s Discussion & Analysis 4
 

 

 

Net loss/(income) and comprehensive loss/(income) for Midas Gold for the three- and six-month periods ended June 30, 2020 was $43.9 million and $44.5 million, respectively, compared with income of $5.4 million and $5.3 million for the corresponding periods of 2019. This $49.8 million change for the six-month period was primarily attributable to a $52.9 million increase in non-cash losses related to the change in the fair value of the Convertible Note Derivative, a $0.9 million increase in finance costs, a $0.5 million increase in exploration and evaluation expenses, a $0.4 million increase in non-cash losses related to the change in fair value of the warrant derivative and a $0.1 million decrease in interest income. These losses were partially offset by a $4.6 million increase in foreign exchange gains and a $0.3 million decrease in share-based compensation. As noted above, for the three- and six-months ended June 30, 2020, the Corporation’s main focus was the continued evaluation and advancement of the Stibnite Gold Project. An analysis of each line item follows.

 

Consulting

 

This expense relates to consulting services provided to the Corporation that do not relate to the exploration and evaluation of the Stibnite Gold Project. The expense for the three and six months ended June 30, 2020 is lower than the comparable periods in the previous year primarily due to permitting delays that resulted in scaling back on the Project Finance Advisor during the first half of 2020.

 

Corporate Salaries and Benefits

 

This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily Canadian corporate employees. Salaries and benefits for the three months ended June 30, 2020 are consistent with the comparable period in the prior year. This expense for the six months ended June 30, 2020 is lower than the comparable period in the prior year due to the timing and amount of short-term incentive accruals.

 

Depreciation

 

This expense relates to the depreciation of the Corporation’s building and equipment. The expense for the three and six months ended June 30, 2020 is higher than the comparable periods in the previous year due to office leases signed during the second half of 2019 that are now being depreciated under IFRS 16.

 

Directors’ Fees

 

Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the independent Lead Director, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. This expense for the three and six months ended June 30, 2020 is higher than the comparable periods in the previous year due to one additional paid director, a board approved increase in fees related to the increase in workload of the directors and the effective currency of fees paid converted to USD during the quarter.

 

Exploration and Evaluation

 

This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labour, drilling, field office costs, engineering, permitting, environmental and sustainability costs. The Corporation’s exploration and evaluation expenses during the three and six months ended June 30, 2020 are higher than the same periods in the prior year primarily due to an increase in permitting expenditures, partially offset by decreases in engineering work and lower legal and sustainability costs related to payments made to the Stibnite Foundation during Q2 of the previous year. Additional details of expenditures incurred are as follows:

 

    Three Months Ended     Six Months Ended  
    June 30, 2020     June 30, 2019     June 30, 2020     June 30, 2019  
Exploration and Evaluation Expenditures                                
Consulting and labor cost     1,371,493       1,379,945       2,565,170       2,515,617  
Field office and drilling support     530,619       470,650       854,114       860,971  
Engineering     315,182       350,069       560,593       1,239,901  
Permitting     4,161,852       2,813,632       7,233,892       5,512,557  
Environmental and reclamation     92,003       -       233,892       -  
Legal and sustainability     312,001       1,135,832       827,537       1,611,737  
Exploration and Evaluation Expense   $ 6,783,150     $ 6,150,128     $ 12,275,198     $ 11,740,783  

 

Midas Gold Corp. | Management’s Discussion & Analysis 5
 

 

 

Office and Administrative

 

This expense is primarily made up of costs associated with the maintenance of an office in Vancouver, BC. The costs for the three months ended June 30, 2020 are higher than the comparable period in the prior year primarily due to a reclass in costs in the prior year. The costs for the six months ended June 30, 2020 are consistent with the comparable period in the prior year.

 

Professional Fees

 

This expense relates to the legal and accounting costs of the Corporation. The costs for the current quarter are consistent with the comparative period in the prior year. The costs for the six months ended June 30, 2020 are lower than the comparative period in the prior year primarily due to a reclass in costs during Q1 2020.

 

Share Based Compensation

 

This expense is due to the compensation of directors, officers, employees and consultants that are share based. Shared based compensation for the three months ended June 30, 2020 is consistent with the comparative period in the prior year. Share based compensation for the six-months ended June 30, 2020 is lower than the comparative period in 2019 due to 0.5 million fewer options granted during Q1 2020 and a decrease in stock price on the grant date over the previous year. The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model which uses various assumptions that are outlined in the Corporation’s condensed consolidated interim financial statements for the quarter ended June 30, 2020.

 

Shareholder and Regulatory

 

This expense is associated with marketing, licenses and fees, and shareholder communications. The expense for the three and six months ended June 30, 2020 is lower than the comparable periods in the previous year primarily due to the cancellation of investor conferences as a result of COVID-19.

 

Travel and Related Costs

 

This expense is a result of travel and meal costs of the Corporation’s directors, officers, employees and consultants whilst undertaking business on behalf of the Corporation. The expense for the three and six months ended June 30, 2020 is lower than the comparable periods in the previous year due to the impact of COVID-19 travel and entertainment restrictions currently in place throughout the world.

 

Change in Fair Value of Warrant Derivative

 

The Corporation issued 2,000,000 warrants in a financing transaction in May 2013, with an exercise price denominated in Canadian dollars. The Corporation determined that warrants with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from period to period have been recorded as a gain or loss in the consolidated statement of net loss/(income) and comprehensive loss/(income). There are no circumstances under which Midas Gold will be required to pay cash upon exercise or expiry of the warrants or finder’s options (see Note 4 in the Interim Financial Statements).

 

Change in Fair Value of Convertible Note Derivative Liability

 

The Corporation issued unsecured Convertible Notes with an interest rate of 0.05% per annum in March 2016 and March 2020 with an exercise price denominated in Canadian dollars. The Corporation determined that the Convertible Notes with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from inception to balance date have been recorded as a gain or loss in the consolidated statement of net loss/(income) and comprehensive loss/(income). The Convertible Note derivative is valued at fair value in accordance with IFRS. The change in fair value is due to an increase in the Corporation’s share price. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Notes 5 and 6 in the Interim Financial Statements).

 

Finance Costs

 

Finance costs for the Corporation include accretion and interest expense related to the Convertible Notes described above, transaction costs related to the 2020 Notes issued in March 2020 and interest expense on lease liabilities. These costs are higher than the comparable period in the previous year primarily due to the transaction costs on newly issued 2020 Notes and compounding interest on the principle balance of the Convertible Notes.

 

Midas Gold Corp. | Management’s Discussion & Analysis 6
 

 

 

Foreign Exchange

 

This loss for the current quarter and gain for the six months ended June 30, 2020 is a result of the translation of the Corporation’s Canadian dollar denominated balances as of June 30, 2020, primarily on the Convertible Notes and the Convertible Note Derivatives. The Corporation experienced changes in foreign exchange from the comparative three and six-months ended 2019 due to the change in the value of the Canadian dollar compared to the US dollar.

 

Interest Income

 

This income results from interest received on the Corporation’s cash balances. Interest income decreased in the three and six months ended June 30, 2020 compared to the same period in the prior year as a result of lower average cash balances.

 

Balance Sheet

 

An analysis of the June 30, 2020 and December 31, 2019 statements of financial position of the Corporation follows.

 

Total Assets

 

Total assets increased during the six months ended June 30, 2020 from $90.5 million to $111.5 million primarily as a result of cash received during the March 2020 financing partially offset by cash used in operations to fund the Stibnite Gold Project.

 

Equity

 

Equity for the six months ended June 30, 2020 is lower than the equity reported at December 2019 due to an increase in deficit, primarily related to the movement in the Convertible Note Derivative.

 

Total Liabilities

 

Total liabilities increased during the six months ended June 30, 2020 from $57.8 million to $122.1 million, primarily as a result of the issuance of the 2020 Notes during March and the change in fair value of the Convertible Note Derivatives, which increased from $25.5 million at December 31, 2019 to $73.0 million at June 30, 2020. The Convertible Note Derivative is valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Notes 5 and 6 in the Financial Statements).

 

Cash Flows

 

Midas Gold’s net change in cash and cash equivalents for the three months ended June 30, 2020 was an outflow of $6.6 million (2019 – $8.3 million inflow). The net change in cash and cash equivalents for the six months ended June 30, 2020 was an inflow of $21.4 million (2019 - $2.9 million inflow). The net inflows from financing and investing activities during the first half of 2020 were partially offset by outflows from operating activities.

 

Operating cash outflows for the three and six months ended June 30, 2020 were $6.7 million and $13.6 million respectively (2019 - $6.2 million and $11.9 million, respectively) and Financing cash inflows for the three and six months ended June 30, 2020 were nil and $34.8 million, respectively (2019 – $14.1 million and $14.3 million, respectively).

 

QUARTERLY RESULTS

 

The net (loss)/income and comprehensive (loss)/income of Midas Gold for the previous eight calendar quarterly periods is tabulated below.

 

   

Revenue

    Net (Loss)/Income
& Comprehensive
(Loss)/Income
    Basic & Diluted
(Loss)/Income per
Share
    Total Assets     Long Term
Liabilities
    Cash
Dividend
 
Quarter Ended   $     $     $     $     $     $  
June 30, 2020     -       (43,872,194 )     (0.16 )     111,456,823       117,982,355       -  
March 31, 2020     -       (595,406 )     0.00       118,146,070       81,879,541       -  
December 31, 2019     -       (11,509,323 )     (0.03 )     90,504,860       53,080,148       -  
September 30, 2019     -       (5,118,799 )     (0.02 )     98,296,817       50,494,157       -  
June 30, 2019     -       5,351,590       0.02       105,180,331       53,399,620       -  
March 31, 2019     -       (23,354 )     0.00       96,818,816       65,508,948       -  
December 31, 2018     -       (5,995,672 )     (0.03 )     101,950,530       71,913,461       -  
September 30, 2018     -       (3,092,514 )     (0.01 )     109,212,038       73,472,963       -  

 

Midas Gold Corp. | Management’s Discussion & Analysis 7
 

 

 

The Corporation has had relatively consistent operating losses over the past eight quarters, with net income during Q2 of 2019. The most significant variances to the net loss/(income) and comprehensive loss/(income) are the change in the fair value of the warrant derivative, the Convertible Note Derivatives and foreign exchange fluctuations on the Convertible Notes and Convertible Note Derivatives. Exploration and evaluation expenditures create variances dependent on the nature of the work that is being completed in each quarter. The long-term liabilities include the Convertible Note Derivatives, which are valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash upon conversion of the Convertible Notes (see Notes 5 and 6 in the Interim Financial Statements).

 

CAPITAL RESOURCES AND LIQUIDITY

 

Capital resources of Midas Gold consist primarily of cash and liquid short-term investments. As of June 30, 2020, Midas Gold had cash and cash equivalents totaling approximately $38.9 million, approximately $0.6 million in other current assets and $3.3 million in trade and other payables.

 

With its current capital resources, Midas Gold has sufficient funds to continue to advance the Stibnite Gold Project towards completion of a feasibility study and to continue to advance the regulatory process related to permitting for mine development. During 2020 and beyond, Midas Gold plans to:

 

Continue engaging with Project stakeholders to provide those stakeholders with the opportunity for better understanding of the Project concepts and to provide a forum for such stakeholders to provide further input into the Project, possible options and alternatives;
Continue to collect environmental baseline data in support of the ongoing regulatory processes related to permitting for site restoration and redevelopment of the Project;
Continue to advance the Project towards completion of a Feasibility Study;
Continue to advance the regulatory process for the restoration and redevelopment of the Project, including the repair of legacy impacts and operation of a modern mining and processing facility that would provide a social and economic benefit to the local community and restoration of the Project site.

 

Midas Gold has a current liability of $0.3 million related to the warrant derivative. There are no circumstances under which Midas Gold will be required to pay any cash upon exercise or expiry of the warrants (see Note 4 in the Interim Financial Statements).

 

Midas Gold has long term liabilities of $117.8 million related to the Convertible Notes and the related embedded derivatives. The Convertible Note Derivatives are valued at fair value in accordance with IFRS. There are no circumstances in which the Corporation would be required to pay cash related to the $73.0 million Convertible Note Derivatives upon conversion of the Convertible Notes (see Notes 5 and 6 in the Interim Financial Statements).

 

Midas Gold does not anticipate the payment of dividends in the foreseeable future.

 

It is management’s opinion, based on the Corporation’s current capital resources and liquidity, that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue to advance the Stibnite Gold Project through 2020 and beyond, and to meet its administrative and overhead requirements for more than a year.

 

Contractual Obligations

 

Mining Claim Assessments

 

The Corporation’s subsidiaries currently hold mining claims on which it has an annual assessment obligation of $250,470 to maintain the claims in good standing. The Corporation is committed to these payments indefinitely. Related to the Mining Claim Assessments is a $335,000 bond associated with the Corporation’s exploration activities.

 

Midas Gold Corp. | Management’s Discussion & Analysis 8
 

 

 

Stibnite Foundation

 

Upon formation of the Stibnite Foundation on February 26, 2019, the Corporation became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a positive Record of Decision issued by the US Forest Service, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q3 2021 based on the current permitting schedule and range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 1.5 million in shares. During commercial production, the Corporation will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments or a minimum of $0.5 million.

 

Option Payments on Mining Claims

 

The Corporation is obligated to make option payments on mineral claims comprising the Cinnabar prospect in order to maintain an option to purchase to obtain title to these claims. As of June 30, 2020, the remaining option payments due on the Cinnabar property are $80,000, which will be paid over the next two years. The agreement includes an option to extend up to 20 years.

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Corporation has no off-balance sheet arrangements as of June 30, 2020 and the date of this MD&A.

 

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

 

During the three and six months ended June 30, 2020 and 2019, compensation of directors and officers and other key management personnel who have the authority and responsibility for planning, directing and controlling the activities of the Corporation was:

 

    Three Months Ended     Six Months Ended  
    June 30, 2020     June 30, 2019     June 30, 2020     June 30, 2019  
Salaries and benefits     196,804       188,150       394,295       372,416  
Share based compensation     129,541       103,012       232,266       308,126  
    $ 326,345     $ 291,162     $ 626,561     $ 680,542  

 

No post-employment benefits, termination benefits, or other long-term benefits were paid to or recorded for key management personnel during the three and six months ended June 30, 2020 and 2019.

 

Upon the issuance of the 2016 Notes, of which Paulson & Co., Inc. (“Paulson”) participated, the Corporation entered an Investor Rights Agreement (“IRA”) with Paulson. The IRA entitles Paulson to nominate two directors to the Corporation’s Board of Directors through the period to which Paulson maintains a fully diluted ownership of more than 20%. Paulson was the sole participant of the 2020 Notes. Upon the issuance of the 2020 Notes, the IRA was amended to entitle Paulson to nominate one of its two director nominees as Chair of the Corporation’s Board of Directors. If all notes were converted, Paulson would hold 209,357,324 shares of the Corporation.

 

MINERAL PROPERTIES

 

Stibnite Gold Project

 

The Corporation‘s subsidiaries’ property holdings at the Stibnite Gold Project are comprised of a contiguous package of unpatented federal lode claims, unpatented federal mill site claims, patented federal lode claims and patented mill site claims. As of June 30, 2020, this land position encompassed approximately 11,548 hectares held in 1,518 unpatented lode and mill site claims and patented land holdings. The Corporation’s subsidiaries acquired these rights under The 1872 Mining Law through a combination of transactions and staking and holds a portion under an option agreement. Bureau of Land Management claim rental payments, filings are current as of the date of this filing and the claims are all held in good standing. Normal maintenance and upkeep of the Project infrastructure continued during the quarter.

 

Midas Gold Corp. | Management’s Discussion & Analysis 9
 

 

 

Permitting for Redevelopment

 

On December 13, 2016, the USFS reported that it had determined that the Plan of Restoration and Operations (“PRO”) filed by Midas Gold Idaho, Inc. on September 21, 2016 for the restoration, re-development and operation of the Stibnite Gold Project in Valley County, Idaho met the requirements for a plan of operations under USFS regulations allowing the USFS to commence the formal review of the Project under NEPA. The USFS completed public scoping under NEPA during the third quarter of 2017 and the regulatory and cooperating agencies are conducting reviews of the information provided by Midas Gold in its plan of restoration and operations and analyses of alternatives as required under NEPA. The NEPA review is being undertaken in a coordinated process by a total of seven federal, state and local agencies under a memorandum of understanding entered into in September 2017. The NEPA process is ongoing and the most recent U.S.D.A. Forest Service Schedule of Proposed Actions released on July 1st subsequent to the end of this reporting period lists a date of August 2020 for the release of the Draft Environmental Impact Statement.

 

District Exploration

 

No drilling was completed during the reporting period. Other activities continued with efforts directed at updating geological, alteration and structural modelling of the mineral resources to support value engineering design, metallurgical programs and environmental studies for the Feasibility Study and permitting.

 

Environmental and Other Matters Pertaining to the Stibnite Gold Project

 

The Project is located in a historic mining district with extensive and widespread exploration and mining activity with related environmental effects spanning nearly 100 years from the early 1900s until today. Actions by prior operators and government agencies have addressed some of the historic environmental issues, but extensive disturbance and legacy effects remain.

 

For additional disclosure on Environmental and Other Matters refer to the Corporation’s Annual Information Form for the years ended December 31, 2019 and December 31, 2018, the prospectus dated June 30, 2011, the short form prospectus dated March 8, 2012 and the preliminary and final shelf prospectus dated March 12, 2019 and April 4, 2019, respectively. The Corporation is, and in the future will continue to be, subject to federal, state and local statutes, rules and regulations related to environmental protection, site access and construction activities, among others. The environmental effects, if any, of current and future activities will be monitored and, where appropriate, mitigated, reclaimed and restored by the Corporation’s subsidiaries.

 

A number of environmental studies and regulatory investigations in the District identified numerous areas of potential environmental degradation related to past mining. In the past, regulatory actions under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”) and state law have been taken by the U.S. Environmental Protection Agency (“EPA”), the USFS and the Idaho Department of Environmental Quality (“IDEQ”) against historic mining operators. All of these regulatory activities and related clean-up programs pre-date any ownership or activity by the Corporation’s subsidiaries and neither the Corporation nor its subsidiaries have ever been operators of the site. Prior to its acquisitions in the District, the Corporation’s subsidiaries have conducted due diligence and all appropriate inquiry, comprising formal phased assessments of the properties comprising the Project in order to avoid potential owner/operator liability related to past hazardous substance releases and to maintain its status as a bona fide prospective purchaser (“BFPP”) under CERCLA. The Corporation’s subsidiaries are discharging its continuing CERCLA obligations in the District in order to maintain their landowner liability protection. The Corporation itself has never had any ownership in the mineral properties comprising the Project.

 

Several of the patented lode mining claims and mill sites acquired by subsidiaries of Midas Gold in the areas of the former West End mine patented lode mining claims and patented mill sites previously used for processing operations are subject to an existing consent decree, which covers certain environmental liability and remediation responsibilities with respect to such claim holdings. The consent decree provides the regulatory agencies (that were party to the agreement) access and the right to conduct remediation activities under their respective CERCLA and RCRA authorities as necessary and to prevent the release or potential release of hazardous substances. The consent decree also requires that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties acquired by subsidiaries of Midas Gold are also subject to a consent decree between the previous owner of those claims and the United States. That consent decree imposes certain obligations on that previous owner, including that the previous owner will cooperate with the EPA and USFS in those agencies’ efforts to secure any government controls necessary to implement response activities.

 

Midas Gold Corp. | Management’s Discussion & Analysis 10
 

 

 

On June 6, 2019, the Corporation announced that it and its subsidiaries were advised by the Nez Perce Tribe that it intended to initiate legal action against the Corporation and its subsidiaries related to water quality impacts due to historical mining activity prior to involvement by Midas Gold and its subsidiaries with the site. The Tribe subsequently filed the legal action in the U.S. District Court of Idaho on August 8, 2019 and the Corporation and its subsidiaries are presently defending against the litigation. The suit includes allegations that the Corporation and its subsidiaries have violated the Clean Water Act on lands owned by the United States government and administered by the Forest Service. As the Corporation and its subsidiaries previously advised the Federal court in October 2019 in its motion to dismiss the case, Midas Gold Corp. and its subsidiaries have no authority to remedy plaintiff’s claims due to Federal regulatory requirements requiring permission by the United States government to significantly disturb the Forest Service lands in the manner requested by the Tribe. Because the Corporation and its subsidiaries do not have control or responsibility over alleged Clean Water Act violations claimed by the Tribe to be occurring on lands owned and administered by the Federal government, they have notified the Forest Service that they may seek to join them in the case. The scheduling order in the suit requires parties to be joined by August 18, 2020. Barring any other developments, the Corporation and its subsidiaries reluctantly intend to ask the court to join the Forest Service by that deadline.

 

Neither Midas Gold nor its subsidiaries caused the alleged current water quality issues at the site. Neither Midas Gold nor its subsidiaries have ever conducted any mining operations at site and therefore have no control or responsibility for any alleged pollutant discharges on the site. The Corporation's subsidiaries’ actions on the Project site have been limited to studying current mineral resource potential and environmental conditions in the Stibnite Mining District, evaluating the optimal solutions for remediation and restoration and presenting those solutions to the government agencies with appropriate regulatory authority as part of an integrated redevelopment plan for the site. Midas Gold’s subsidiaries have routinely and continually communicated with environmental regulators on the issue of the site's water quality as is required under CERCLA. The Corporation’s subsidiaries have regularly reported to the federal and state regulators current information on the condition of surface and groundwater and are working closely with the IDEQ and the EPA to gain permission to take further action and learn more about the specific causes of degraded water quality. Finally, the Corporation and its subsidiaries have engaged in appropriate natural resources restoration through the planting of over fifty-five thousand trees on site..

 

Plans for the Environmental Issues

 

The Corporation expects that issues related to existing environmental concern will be addressed as part of the currently ongoing permitting process for future mining operations. Over the past two and a half years, the Corporation’s subsidiary, Midas Gold Idaho, Inc., has been working with regulators to develop a framework under CERCLA to address historical legacy impacts at the site. Midas Gold Idaho, Inc. is proposing early cleanup actions that, upon approval, could begin taking 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, Inc. in performing any approved actions by the federal government. 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, and/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, Inc. believes 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. The proposed early actions by the Corporation and subsidiaries presently under review offer a concrete example of what such collaborative discussions can yield.

 

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements requires management to make estimates and judgments about the future. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results.

 

Midas Gold Corp. | Management’s Discussion & Analysis 11
 

 

 

Accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of these consolidated financial statements include, among others, the useful lives of buildings and equipment, valuation of assets, valuation of share-based compensation, warrant and Convertible Note Derivatives, mineral resource estimates and the recoverable amount of exploration and evaluation expenditures.

 

Accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the accounting for its exploration and evaluation assets, recognition of deferred tax assets or liabilities, functional currency, fair value of the Convertible Note Derivatives, expected economic lives of and the estimated future operating results and net cash flows from buildings and equipment and exploration and evaluation assets.

 

FINANCIAL INSTRUMENTS

 

The Corporation’s cash balance increased from $17,504,622 on December 31, 2019 to $38,864,647 on June 30, 2020 as a result of the issuance of the 2020 Notes during March 2020, partially offset by expenditures during the period. There have been no other significant changes in the Corporation’s financial instruments since December 31, 2019, with the exception of the warrant derivative and the change in fair value of the Convertible Note Derivatives, which are discussed in Results of Operations.

 

OUTSTANDING SHARE DATA

 

    August 13, 2020     June 30, 2020  
Common shares issued and outstanding     273,901,194       271,693,656  
Options outstanding     21,089,000       23,306,000  
Warrants outstanding     2,000,000       2,000,000  
Shares issuable on conversion of Convertible Notes     243,211,305       243,211,305  
Total     540,201,499       540,210,961  

 

DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Corporation’s management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

DC&P are designed to provide reasonable assurance that material information relating to the Corporation is made known to the CEO and CFO during the reporting period and the information required to be disclosed by the Corporation is recorded, processed, summarized and reported in a timely and appropriate manner. ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with international financial reporting standards. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed and operated, they may not prevent or detect misstatements on a timely basis.

 

The Corporation’s management, under the supervision of the CEO and CFO, has evaluated the design effectiveness of its DC&P and ICFR and concluded that, as of June 30, 2020, they are effective in providing reasonable assurance regarding required disclosures and the reliability of external financial reporting.

 

Midas Gold Corp. | Management’s Discussion & Analysis 12
 

 

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

National Instrument 52-109 also requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No changes were made to the Corporation's ICFR in the three months ended June 30, 2020 which have materially affected, or are reasonably likely to materially affect, ICFR.

 

EXTRACTIVE SECTOR TRANSPARENCY MEASURE ACT – REPORTING

 

In accordance with Canada’s Extractive Sector Transparency Measures Act (the “Act”) that was enacted on December 16, 2014 and brought into force on June 1, 2015, that is intended to contribute to global efforts to increase transparency and deter corruption in the extractive sector, Midas Gold reports that for the three and six months ended June 30, 2020, it has made payments of fees and taxes, as defined by the Act, of US$83,365 and US$183,330 respectively, to the government entities below.  The Act only requires payments greater than C$100,000 to be reported and the Corporation will follow these requirements, however the below is provided for additional transparency.

 

Quarter   Payee   Details   Amount
2020 Q1   Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365
             
    Shoshone-Bannock Tribes   Shoshone-Bannock Tribes Ethnographic Study   $ 45,000
             
    Idaho Department of Environmental Quality (“IDEQ”)   Reimbursement of expenditures related to on going IDEQ permitting   $ 6,600
             
2020 Q2   Idaho Department of Lands   Reimbursement of expenditures related to water quality testing at the Stibnite Gold Project   $ 48,365
             
    Nez Percé Tribe   Nez Percé Tribe Ethnographic Study   $ 25,000
             
    Village of Yellow Pine   Community Agreement Payment – road repairs   $ 10,000
             
    Total       $ 183,330

 

USE OF PROCEEDS

 

The Corporation’s news release dated March 17, 2020 stated that the US$35.0 million proceeds raised in the issuance of the 2020 Notes would be used for permitting and feasibility studies for the Stibnite Gold Project and for working capital and general corporate purposes. Since the issuance of the 2020 Notes until June 30, 2020, the Corporation used the proceeds from the 2020 Notes and working capital that was previously available to advance permitting and a feasibility study for the Project.

 

RISKS AND UNCERTAINTIES

 

Midas Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Corporation’s common shares, convertible debentures, warrants, options or other securities.

 

Midas Gold Corp. | Management’s Discussion & Analysis 13
 

 

 

Midas Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. Midas Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward-looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

 

Below is a brief summary of some of Midas Gold’s risks and uncertainties. These risk factors are not a definitive list of all risk factors associated with an investment in the common shares of Midas Gold or in connection with the Corporation’s operations.

 

Industry Risks

 

· Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future production of mineral reserves.
· Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.
· Mineral exploration and development in the United States is subject to numerous regulatory requirements on land use.
· Longstanding legal certainty about The 1872 Mining Law is being challenged in Federal Court.
· Resource exploration and development is a high risk, speculative business.
· Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Midas Gold’s control and any one of which may have an adverse effect on its financial condition and operations.
· Mineral exploration and development activities are subject to geologic uncertainty and inherent variability.
· The quantification of mineral resources and mineral reserves is based on estimates and is subject to great uncertainty.
· Increased operating and capital costs may adversely affect the viability of existing and proposed mining projects.

 

The Corporation’s Risks

 

· Midas Gold will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Midas Gold’s operations would be adversely affected.
· Midas Gold has an obligation to repay the outstanding principal under the Convertible Notes issued in March 2016 and the Convertible Notes issued in March 2020 by the seventh anniversary of their issuance unless previously converted into shares; on or before that date Midas Gold either needs to have arranged sufficient funding to repay the outstanding principal or to have converted the notes into common shares in accordance with the terms of the Convertible Notes.
· Future sales of Midas Gold’s common shares into the public market by holders of Midas Gold options and warrants may lower the market price, which may result in losses to Midas Gold’s shareholders.
· Midas Gold is subject to numerous government regulations which could cause delays in carrying out its operations, and increase costs related to its business.
· Midas Gold is currently undertaking an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than expected.
· Midas Gold’s current and future permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Corporation from meeting its objectives.
· Midas Gold may face opposition from environmental non-governmental organizations (“NGOs”), Indian tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project.
· The Nez Percé Tribe has filed a complaint against Midas Gold under the Clean Water Act that the Corporation is vigorously defending. If successful, this litigation could act to delay the Project.
· Midas Gold has not completed an environmental impact statement, nor has it received the necessary permits for water or explosives to conduct mining operations.

 

Midas Gold Corp. | Management’s Discussion & Analysis 14
 

 

 

· Midas Gold’s activities are subject to environmental liability.
· Midas Gold faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Midas Gold may not be able to effectively compete.
· Midas Gold’s future exploration and development efforts may be unsuccessful.
· Midas Gold’s mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.
· Midas Gold has a limited history as an exploration company and does not have any experience in putting a mining project into production.
· Midas Gold expects to continue to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the market price of Midas Gold’s common shares to decline.
· Midas Gold has negative cash flow from operating activities.
· Midas Gold’s title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.
· Midas Gold’s ability to explore and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance related to past mining and exploration activities.
· Midas Gold depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.
· Midas Gold does not have a full staff of technical people and relies upon outside consultants to provide critical services.
· Certain Midas Gold directors also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.
· Midas Gold has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
· Midas Gold’s business involves risks for which Midas Gold may not be adequately insured, if it is insured at all.
· A shortage of supplies and equipment could adversely affect Midas Gold’s ability to operate its business.
· A cyber security incident could adversely affect Midas Gold’s ability to operate its business.
· It may be difficult to anticipate the effects of COVID-19 to the Corporation.

 

CAUTIONARY NOTE IN RESPECT OF MINERAL RESOURCES AND MINERAL RESERVES

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. The Project 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. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

 

The mineral resources and mineral reserves at the Project are contained within areas that have seen extensive disturbance resulting from prior mining activities. For Midas Gold to advance its interests at the Stibnite site, the Project will be subject to a number of Federal, State and local laws and regulations and will require permits to conduct its activities. However, Midas Gold is not aware of any environmental, permitting, legal or other reasons that would prevent it from advancing the Project.

 

This MD&A and the mineral resource and mineral reserve estimates referenced in this MD&A are reported in accordance with the requirements under Canadian securities laws, namely National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), which differ from the requirements under U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade, without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Midas Gold is not a SEC registered Corporation nor are any of its subsidiaries.

 

Midas Gold Corp. | Management’s Discussion & Analysis 15
 

 

 

Exhibit 99.64

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Stephen Quin, CEO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended June 30, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 14, 2020

 

/s/ Stephen Quin  
Stephen Quin  
CEO  

 

     

 

 

Exhibit 99.65

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Darren Morgans, CFO of Midas Gold Corp. certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Midas Gold Corp. (the “issuer”) for the interim period ended June 30, 2020.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 14, 2020

 

/s/ Darren Morgans  
Darren Morgans  
CFO  

 

     

 

 

Exhibit 99.66

 

 

 

 

NEWS RELEASE

August 26, 2020

 

#2020-09

 

 

Paulson & Co. Provides Notice of Intention to Exercise Convertible Notes in Midas Gold

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.

 

    Page 1 of 2

 

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: 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 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.

 

    Page 2 of 2

 

 

Exhibit 99.67

 

Form 51-102F3

Material Change Report

 

Item 1 Name and Address of Issuer

 

Midas Gold Corp. (the “Company”)

Suite 890 - 999 West Hastings Street

Vancouver, BC V6C 2W2

 

Item 2 Date of Material Change

 

August 26, 2020

 

Item 3 News Release

 

Issued on August 26, 2020, and distributed through the facilities of Canada Newswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

 

Item 4 Summary of Material Change

 

On August 26, 2020, the Company announced that Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it (“Paulson”), would 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 the Company. The Notes were purchased by Paulson in two separate financings completed on March 17, 2016 and March 17, 2020 with conversion price of $0.3541 and $0.4655, respectively.

 

Item 5.1 Full Description of Material Change

 

See the Company’s news release dated August 26, 2020 attached as Schedule “A” hereto. Subsequent to the issuance of the news release, the Company has issued an aggregate 199,692,804 common shares to Paulson pursuant to the conversion of the Notes.

 

Item 5.2 Disclosure for Restructuring Transactions

 

Not applicable.

 

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7 Omitted Information

 

Not applicable.

 

Item 8 Executive Officer

 

Contact:          Liz Monger, Manager, Investor Relations & Corporate Secretary

Telephone:     (778) 724-4704

  

Item 9 Date of Report

 

September 8, 2020

 

     
     

 

Schedule “A”

 

News Release dated August 26, 2020

(see attached)

 

 

 

 

 

NEWS RELEASE

August 26, 2020

 

#2020-09

 

 

Paulson & Co. Provides Notice of Intention to Exercise Convertible Notes in Midas Gold

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.

 

    Page 1 of 2

 

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: 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 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.

 

    Page 2 of 2

 

 

 

Exhibit 99.68

 

 

 

 

 

NEWS RELEASE

September 10, 2020

 

#2020-10

 

 

 

 

Federal Permitting Dashboard to Improve Coordination for the Stibnite Gold Project

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).

 

    Page 1 of 2
     

 

 

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.

 

For further information about Midas Gold Corp., please contact:

 

Liz Monger -- Manager, Investor Relations (t): 778.724.4704

(e): info@midasgoldcorp.com

 

Facebook: www.facebook.com/midasgoldidaho Twitter: @MidasIdaho

Website: 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 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.

 

    Page 2 of 2

 

.

 

EXHIBIT 99.69

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use in this Registration Statement on Form 40-F of our report dated March 18, 2020, relating to the consolidated financial statements of Midas Gold Corp. for the year ended December 31, 2019 and our report dated February 21, 2019, relating to the consolidated financial statements of Midas Gold Corp. for the year ended December 31, 2018.

 

/s/ Deloitte LLP

 

Chartered Professional Accountants
Vancouver, Canada

September 23, 2020

 

 

Exhibit 99.70

 

CONSENT OF Garth Kirkham, P. Geo.

 

In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the “Company”), I, Garth Kirkham, consent to the information derived or summarized from the resource estimates as reported in the Company’s news release dated February 15, 2018 and other technical disclosure pertaining to the resource estimates that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, the Annual Information Form for the year ended December 31, 2019 and the Annual Information Form for the year ended December 31, 2018.

 

Dated this 22nd day of September, 2020

 

Name: Garth Kirkham, P.Geo
Title: President, Kirkham Geosystems Ltd.

 

 

 

Exhibit 99.71

 

INDEPENDENT

MINING CONSULTANTS, INC.

3560 E. Gas Road

Tucson, Arizona 85714 USA

Tel: (520) 294-9861 Fax: (520) 294-9865

jmarek@imctucson.com

 

CONSENT OF: John M. Marek

 

In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the “Registration Statement”), of Midas Gold Corp. (the “Company”), I, John M. Marek, consent to (i) the use of and reference to any technical report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019.

 

 

Dated this 16 day of September, 2020

 

 
   
   
Name: John M. Marek  
Title: President,  
  Independent Mining Consultants, Inc.   

 

INDEPENDENT

MINING CONSULTANTS, INC.

 

 

Exhibit 99.72

 

 

CONSENT OF In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the "Company"), I, Alle11 I(. /tv1Jtv--ev1 1 I£, , consent to (i) the use of and reference to any technical report, or portions thereof, that was pr:pared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or "qualified person," in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019. Dated this I b day of September, 2020 f Name: Title:

 

 

Exhibit 99.73

 

CONSENT OF   Richard Kinder  

 

In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the “Company”), I, Richard C. Kinder, consent to (i) the use of and reference to any technical report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person,” in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019.

 

Dated this 21 day of September, 2020

 

 

   
  Name: Richard C. Kinder  
  Title: Project Manager  

 

 

Exhibit 99.74

 

 

coNSENT OF E KaLJA.LEW\. , In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto J.f.ollective!Y; the "Registration Statement"), of Midas Gold Corp. (the "Company"), I, ·C "-CWA.l\21.•· .1. .E., consent to (i) the use of and reference to any technical report, or portions thereof,that was prepaed by me,that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or "qualified person," in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019. Dated this \Co-t! day of September,2020 . Title: 11\lC..lE'Al £ 1• J

 

 

Exhibit 99.75

 

CONSENT OF Bart A. Stryhas

 

 

In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the “Company”), I, Bart A. Stryhas, consent to the information derived or summarized from the resource estimates as reported in the Company’s news release dated February 15, 2018 and other technical disclosure pertaining to the resource estimates that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, the Annual Information Form for the year ended December 31, 2019 and the Annual Information Form for the year ended December 31, 2018.

 

Dated this 22 day of September, 2020

 

  /s/ Bart A. Stryhas  
  Name: Bart A. Stryhas  
  Title:   Principal Resource Geologist  

 

 

 

Exhibit 99.76

 

CONSENT OF   Stephen Quin  

 

In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the “Company”), I, Stephen Quin, consent to the use of the information derived or summarized from the Amended and Restated Technical Report dated March 28, 2019 and other technical disclosure that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including the Annual Information Form for the year ended December 31, 2019 and the Annual Information Form for the year ended December 31, 2018.

 

Dated this 17th day of September 2020

 

   
  Name: Stephen Quin  
  Title: President & CEO  

 

 

Exhibit 99.77

 

 

CONSENT OF 'Rtc.UAR.p Z \ M§Z..MAN In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the "Company"), I, ] ( :jh\ d'lo\4-h , consent to (i) the use of and reference to any technical report, or portions thereof,that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or "qualified person," in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019. Dated this IS day of September, 2020

 

 

Exhibit 99.79

 

 

CONSENT OF Christopher Dail In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the "Company"), I, Christopher Dail , consent to (i) the use of and reference to any technical report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or "qualified person," in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019. Dated this 17th day of September, 2020 Name: Christopher Dail Title: Exploration Manager

 

 

Exhibit 99.80

 

 

In connection with the Registration Statement on Form 40-F,and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the "Company"), I, l-L<... t:J" .d\. consent to (i) the use of and reference to any technical report,or portions thereof,that was prepared by me,that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or "qualified person," in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019. Dated this I 8"" day of September, 2020 Name: L c.. B L.d< e.-Title: R .5f.eru( Pn .f.a..r "::>".-/

 

 

Exhibit 99.81

 

CONSENT OF   Austin Zinsser  

 

In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the “Company”), I, Austin Zinsser, consent to (i) the use of and reference to any technical report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person,” in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019.

 

Dated this 17 day of September, 2020

 

   
  Name: Austin Zinsser  
  Title: Sr Resource Geologist  

 

 

Exhibit 99.82

 

Consent of M3 Engineering & Technology Corporation  

 

In connection with the Registration Statement on Form 40-F, and any amendments and exhibits thereto (collectively, the "Registration Statement"), of Midas Gold Corp. (the "Company"), we, Richard Zimmerman and Lee Becker, authorized signatories of M3 Engineering & Technology Corporation ("M3"), the former employer of Mr. Conrad Huss ("Huss"), who is deceased, consent to (i) the use of and reference to any technical report, or portions thereof, that M3 or Mr. Huss supervised the preparation of and/or was reviewed and approved by M3 or Mr. Huss during the course of his employment with M3, (ii) the use of and references to the name of M3, including as an expert or "qualified person," in connection with the Registration Statement and any such technical report, and (iii) the information derived or summarized from such technical report that is included or incorporated by reference in the Registration Statement and any of the exhibits thereto, including, but not limited to, the Annual Information Form for the year ended December 31, 2019, the Annual Information Form for the year ended December 31, 2018 and the Amended and Restated Technical Report dated March 28, 2019.

 

Dated this 22 day of September, 2020

 

M3 ENGINEERING & TECHNOLOGY CORPORATION

 

  /s/ Richard Zimmerman  
  Name: Richard Zimmerman  
  Title:  Registered Geologist  
     
  /s/ Lee Becker  
  Name: Lee Becker  
  Title: Registered Professional Engineer