AGENCY AGREEMENTAgency Agreement • June 11th, 2010 • Midway Gold Corp • Gold and silver ores • British Columbia
Haywood Securities Inc. (the "Agent") 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 9,412,000 units (the "Units") at a price (the "Offer Price") of $0.60 per Unit, each unit being comprised of one common share of the Company (an "Offered Share") and one half of one common share purchase warrant. Each whole common share purchase warrant (a "Warrant") will entitle the holder to acquire one common share a ("Warrant Share") at a price of $0.80 per Warrant Share at any time prior to 5:00 p.m. (Vancouver time) on or before the date that is 24 months from the Closing Date (as defined below). The Warrants will be issued pursuant to a Warrant Indenture (as defined below) that provides for, inter alia, the appropriate adjustment in the class, number and price of the Warrant Shares to be issued upon exercise of the Warrants upon the occurrence of certain events, including any s
MIDWAY GOLD CORP. SUBSCRIPTION FOR UNITSSubscription Agreement • June 11th, 2010 • Midway Gold Corp • Gold and silver ores
· (the "Subscriber") hereby subscribes for and agrees to purchase · units (the "Units") in the capital of the Company set forth below for the aggregate subscription price of C$·, 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.
