0001137171-08-001037 Sample Contracts

TERM SHEET MGC Resources Inc. (Spring Valley Project)
Midway Gold Corp • November 14th, 2008 • Gold and silver ores
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May 28, 2008 Echo Bay Exploration Inc. 670 Sierra Rose Drive Reno, Nevada USA 89511 Attention:
Midway Gold Corp • November 14th, 2008 • Gold and silver ores • Washington

Effective as of the date first above written (the “Effective Date”) Midway Gold Corp. and its wholly-owned subsidiary, MGC Resources Inc. (collectively, “Midway”), hereby offer to purchase from Echo Bay Exploration Inc., (“Echo Bay”) a Seventy-Five Percent (75%) undivided cotenancy interest in the real property more particularly described as Parcel A and a One Hundred Percent (100%) undivided interest in the real property more particularly described as Parcel B, both situated in Ferry County, Washington and described in Exhibit “A” hereto (the “Property”) all pursuant to the terms set forth in this Offer Letter. Midway and Echo Bay are collectively referred to herein as the “Parties”.

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