MIDWAY GOLD CORP. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant AgentWarrant Indenture • July 6th, 2012 • Midway Gold Corp • Gold and silver ores • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the "Warrant Agent"),
MIDWAY GOLD CORP. Common Shares At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • September 26th, 2011 • Midway Gold Corp • Gold and silver ores • New York
Midway Gold Corp., a corporation organized and existing under the laws of British Columbia (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC (the “MLV”), as follows:
MINERAL LEASE AGREEMENT AND OPTION TO PURCHASEMineral Lease Agreement and Option to Purchase • August 6th, 2007 • Midway Gold Corp • Nevada
THIS MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE (“Agreement”) is made effective as of the 25 day of October, 2006 (“Effective Date”), between LAMONTE J. DUFFY (“Lessor”) and MGC RESOURCES INC., a Nevada corporation (“Lessee”).
ContractPledge Agreement • May 11th, 2015 • Midway Gold Corp • Gold and silver ores • Nevada
This instrument and the rights and obligations evidenced hereby are and shall at all times be and remain subordinated in right of payment to the extent and in the manner set forth in that certain Subordination Agreement, dated as of April 17, 2015, by and among Commonwealth Bank of Australia, Hale Capital Partners, L.P., Midway Gold Corp., MDW Pan LLP and certain other parties, as amended, to the prior payment in full in cash of all Senior Debt (as defined therein).
MINERAL LEASE AGREEMENT AND OPTION TO PURCHASEMineral Lease Agreement and Option to Purchase • August 6th, 2007 • Midway Gold Corp • Nevada
THIS MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE (“Agreement”) is made effective as of the 1st day of June, 2007 (“Effective Date”), between GEORGE D. DUFFY JR. (“Lessor”) and MGC RESOURCES INC., a Nevada corporation (“Lessee”).
AGENCY AGREEMENTAgency Agreement • November 15th, 2010 • Midway Gold Corp • Gold and silver ores • British Columbia
Execution VersionGuaranty • April 21st, 2015 • Midway Gold Corp • Gold and silver ores • New York
This instrument and the rights and obligations evidenced hereby are and shall at all times be and remain subordinated in right of payment to the extent and in the manner set forth in that certain Subordination Agreement, dated as of April 17, 2015, by and among Commonwealth Bank of Australia, Hale Capital Partners, LP, Midway Gold Corp., MDW Pan LLP and certain other parties, as amended, to the prior payment in full in cash of all Senior Debt (as defined therein).
and - COMPUTERSHARE TRUST COMPANY OF CANADA COMMON SHARE PURCHASE WARRANT INDENTURE Providing for the Issue of up to 3,330,000 Common Share Purchase Warrants November 22, 2010Common Share Purchase Warrant Indenture • March 17th, 2011 • Midway Gold Corp • Gold and silver ores • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
ContractSecurity Agreement • May 11th, 2015 • Midway Gold Corp • Gold and silver ores • New York
This instrument and the rights and obligations evidenced hereby are and shall at all times be and remain subordinated in right of payment to the extent and in the manner set forth in that certain Subordination Agreement, dated as of April 17, 2015, by and among Commonwealth Bank of Australia, Hale Capital Partners, L.P., Midway Gold Corp., MDW Pan LLP and certain other parties, as amended, to the prior payment in full in cash of all Senior Debt (as defined therein).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2014 • Midway Gold Corp • Gold and silver ores • British Columbia
Underwriting Fee per Offered Share and Additional Share: US$0.0415 (other than in respect of sales of Offered Shares and Additional Shares to persons on the President’s List, pursuant to which the Underwriting Fee per Offered Share and Additional Share is US$0.02075).
MINERAL LEASE AGREEMENT AND OPTION TO PURCHASEMineral Lease Agreement and Option to Purchase • August 6th, 2007 • Midway Gold Corp • Nevada
THIS MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE ("Agreement") is made effective as of the 18 day of July, 2006 ("Effective Date"), between DAVE ROWE and RANDALL STOEBERL (collectively, "Lessor"), and MGC RESOURCES INC., a Nevada corporation ("Lessee").
Commonwealth Bank of Australia, 599 Lexington Avenue, 17th Floor New York, NY 10022 Attn:Director, Project FinanceCredit Agreement • March 16th, 2015 • Midway Gold Corp • Gold and silver ores
Reference is made to that certain Credit Agreement, dated as of July 18, 2014 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among MDW Pan LLP, as Borrower, Commonwealth Bank of Australia, as Administrative Agent, Collateral Agent, Technical Agent and Initial Lender, and the other Lenders named therein from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Consulting AgreementConsulting Agreement • August 6th, 2007 • Midway Gold Corp • British Columbia
The Company wishes to contract the services to be provided by the Contractor and to enter into this Agreement pursuant to which the Contractor will (i) provide to the Company the services a Chief Financial Officer and a Corporate Secretary would provide, in addition to administrative and bookkeeping services and (ii) make Meyer available to provide such services to the Company on behalf of the Contractor.
OPTION AMENDMENT AGREEMENTOption Amendment Agreement • August 6th, 2007 • Midway Gold Corp • British Columbia
PAUL G. SCHMIDT and MARY ANN SCHMIDT of 7934 Wagon Wheel Road, Morrison, Colorado 80465 and THOMAS C. PATTON and LINDA SUE PATTON of 9086 Chickadee Way, Blaine, Washington 98230
ADVISORY AGREEMENTAdvisory Agreement • August 19th, 2014 • Midway Gold Corp • Gold and silver ores • Colorado
This Advisory Agreement (“Agreement”) is made and entered into by and between Midway Gold Corp. (“Company”), and Roger A. Newell (“Advisor”), effective the 18th day of August, 2014 (the “Effective Date”). Advisor and Company are referred to herein as the “Parties.”
MIDWAY GOLD CORP. SHARE PURCHASE AGREEMENT November 21, 2012Share Purchase Agreement • November 26th, 2012 • Midway Gold Corp • Gold and silver ores • New York
THIS SHARE PURCHASE AGREEMENT is made on the 21st day of November, 2012, by and among Midway Gold Corp., a corporation incorporated pursuant to the laws of the Province of British Columbia, Canada (the “Company”), and [_____________] (the “Purchaser”).
SUBORDINATED CREDIT AGREEMENTSubordinated Credit Agreement • April 21st, 2015 • Midway Gold Corp • Gold and silver ores • New York
October 14, 2014 William M. Zisch Indian Hills, Colorado 80454 Dear Bill,Employment Agreement • October 15th, 2014 • Midway Gold Corp • Gold and silver ores • Colorado
The purpose of this letter agreement is to set forth the understanding reached between Midway Services Company (the “Company”) and you (the “Executive”) with respect to certain terms and conditions of your employment with the Company. This Agreement shall not take effect unless and until it is approved by the Board of Directors of Midway Gold Corp. The Executive and the Company are sometimes referred to herein as the “Parties.”
OPTION AGREEMENTOption Agreement • September 28th, 2007 • Midway Gold Corp • Gold and silver ores • British Columbia
MIDWAY GOLD CORP., a company incorporated under the laws of British Columbia, having its head office at Unit 1 – 15782 Marine Drive, White Rock, British Columbia, V4B 1E6
Commonwealth Bank of Australia, New York, NY 10022 Attn: Director, Project FinanceCredit Agreement • October 8th, 2014 • Midway Gold Corp • Gold and silver ores
Reference is made to that certain Credit Agreement, dated as of July 18, 2014 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among MDW Pan LLP, as Borrower, Commonwealth Bank of Australia, as Administrative Agent, Collateral Agent, Technical Agent and Initial Lender, and the other Lenders named therein from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 21st, 2014 • Midway Gold Corp • Gold and silver ores
This Indemnification Agreement (this “Agreement”), dated as of l, with an effective date as set forth in Section 18, between Midway Gold Corp., a British Columbia corporation (the “Corporation”), and l (the “Indemnitee”),
EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENTExploration, Development and Mine Operating Agreement • March 16th, 2009 • Midway Gold Corp • Gold and silver ores • Nevada
This Agreement is made effective as of March 9, 2009 (“Effective Date”) between MGC RESOURCES INC., a Nevada corporation, whose address for the purpose of this agreement is 600 Lola Street Suite 10, Helena, Montana 59601 (“MGC”), and BARRICK GOLD EXPLORATION INC., a Delaware corporation with an office at 293 Spruce Road, Elko, Nevada 89801 (“Barrick”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2012 • Midway Gold Corp • Gold and silver ores • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 21, 2012, by and among Midway Gold Corp., a British Colombia corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
Commonwealth Bank of Australia, 599 Lexington Avenue, 17th Floor New York, NY 10022 Attn: Director, Project FinanceCredit Agreement • December 3rd, 2014 • Midway Gold Corp • Gold and silver ores
Reference is made to that certain Credit Agreement, dated as of July 18, 2014 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among MDW Pan LLP, as Borrower, Commonwealth Bank of Australia, as Administrative Agent, Collateral Agent, Technical Agent and Initial Lender, and the other Lenders named therein from time to time. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2011 • Midway Gold Corp • Gold and silver ores • British Columbia
Haywood Securities Inc. (the “Underwriter”) understands that Midway Gold Corp., a corporation organized and existing under the laws of British Columbia (the “Company”), intends to issue and sell an aggregate of 7,500,000 common shares in the capital of the Company (the “Shares”). In connection with the offering of the Shares (the "Offering"), the Underwriter hereby offers to purchase from the Company all, but not less than all, of the Shares on a “bought deal” basis, at the purchase price of US$1.60 per Share for aggregate gross proceeds of US$12,000,000.
Midway Executes Asset Purchase agreement for the Sale of its 30% Interest In Spring ValleyAsset Purchase Agreement • December 3rd, 2015 • Midway Gold Corp • Gold and silver ores
DENVER, CO – December 1, 2015– Midway Gold Corp.’s subsidiaries, Midway Gold US Inc. and Nevada Talon, LLC (collectively, the “Company” or “Midway”), executed an asset purchase agreement (the “Asset Purchase Agreement”) to sell its 30% interest in the Spring Valley project and certain other assets to Solidus Resources, LLC, an indirect, wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP (“Waterton”), for US$25 million. As announced on November 12, 2015, the parties previously reached an agreement in principle for the sale of the Company’s 30% interest in the Spring Valley project and Waterton also announced that it will be acquiring the remaining 70% interest in the Spring Valley project from Barrick Gold Exploration Inc. in a separate transaction. The parties have executed the Asset Purchase Agreement to finalize the terms and conditions of the sale, which is subject to approval by the United States Bankruptcy Court for the District of Colorado (the “Court”), where
STOCK OPTION PLAN OPTION AGREEMENTOption Agreement • August 6th, 2007 • Midway Gold Corp
This Option Agreement is entered into between Pan-Nevada Gold Corporation (previously Castleworth Ventures Inc.) ("the Corporation") and the Optionee named below pursuant to the Pan-Nevada Gold Corporation Stock Option Plan (the "Plan"), a copy of which is attached hereto, and confirms that:
MIDWAY GOLD CORP. SUBSCRIPTION FOR UNITSSubscription Agreement • August 6th, 2007 • Midway Gold Corp
The undersigned (the "Subscriber") hereby subscribes for and agrees to purchase the number of units (the "Units") in the capital of the Company, set forth below for the aggregate subscription price set forth below, representing a subscription price of $2.50 per Unit, upon and subject to the terms and conditions set forth in the "Terms and Conditions of Subscription for Securities of Midway Gold Corp." attached to and forming a part hereof. Each Unit is comprised of one common share ("Common Share") in the capital of the Company and one-half common share purchase warrant ("Warrant"). Each Warrant entitles the Subscriber to purchase one additional Common Share (a "Warrant Share") for a period of 12 months from the Closing Date (as defined herein) at a subscription price of $3.00 per Warrant Share. This subscription is subject to acceptance by the Company and may be accepted as to the number of Units set forth below or such lesser number as may be determined by the Company in its sole dis
TERM SHEET MGC Resources Inc. (Spring Valley Project)Exploration Agreement With Option to Joint Venture • November 14th, 2008 • Midway Gold Corp • Gold and silver ores
SIDE LETTER (PREFERRED SUPER MAJORITY)Side Letter • November 26th, 2012 • Midway Gold Corp • Gold and silver ores
This Side Letter (the "Side Letter") is entered into on November 21, 2012, by and among Midway Gold Corp.(the "Company") and the Investors. Reference is made to those certain Share Purchase Agreements, dated as of the date hereof (the "Purchase Agreements"), by and among the Company and the investors listed on the signature pages attached thereto (the “Investors”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreements or the Company’s Articles.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 3rd, 2015 • Midway Gold Corp • Gold and silver ores • New York
CONSULTING AGREEMENTConsulting Agreement • August 6th, 2007 • Midway Gold Corp • British Columbia
The Company has agreed to retain the services of the Consultant to provide the consulting services described in Schedule “A” attached hereto (the “Services”) and the Consultant agrees to provide such services to the Company, in accordance with the terms and conditions contained herein;
MIDWAY GOLD CORP. SUBSCRIPTION FOR UNITSSubscription Agreement • June 11th, 2010 • Midway Gold Corp • Gold and silver ores
· (the "Subscriber") hereby subscribes for and agrees to purchase · units (the "Units") in the capital of the Company set forth below for the aggregate subscription price of C$·, representing a subscription price of C$0.60 per Unit, upon and subject to the terms and conditions set forth in the "Terms and Conditions of Subscription for Securities of Midway Gold Corp." attached to and forming a part hereof. Each Unit is comprised of one common share ("Common Share") in the capital of the Company and one half of one non-transferrable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the Subscriber to purchase one additional Common Share (a "Warrant Share") for a period of twenty-four (24) months (the "Term") following the Closing, as hereinafter defined.
CREDIT AGREEMENTCredit Agreement • July 24th, 2014 • Midway Gold Corp • Gold and silver ores • New York
CONSULTING AGREEMENTConsulting Agreement • August 6th, 2007 • Midway Gold Corp • British Columbia
The Company has agreed to retain the Consultant to provide consulting and advisory services in connection with the business of the Company (the “Services”) as and when required by the Board of Directors of the Company (the “Board”) and the Consultant agrees to provide such Services to the Company, in accordance with the terms and conditions contained herein;
