Press Releases
PERPETUA RESOURCES CAN HELP SECURE U.S. PRODUCTION OF CRITICAL MINERAL ANTIMONY
BOISE, ID – Perpetua Resources Corp. (formerly Midas Gold Corp.) (Nasdaq: PPTA / TSX: PPTA) welcomes President Joe Biden’s recently issued Executive Order on securing America’s critical supply chains. Perpetua Resources is in the process of permitting America’s only mined source of antimony, a federally designated critical mineral for its use in the national defense, technology, and energy sectors. The Executive Order declares strengthening the resilience of the American supply chain as a policy of the Administration and requires that over the next one hundred days supply chain risks and policy recommendations be brought forward regarding semiconductor manufacturing, high-capacity batteries, critical minerals, and pharmaceuticals.
“Securing our country’s critical supply chains is a bi-partisan effort we can all support,” said Perpetua Resources President and CEO Laurel Sayer. “President Biden’s Executive Order places critical minerals in the national spotlight, and antimony is a key mineral in three out of the four areas the President has directed federal officials to focus on over the next 100 days. We are encouraged by the recognition that responsible, domestic sourcing of minerals like antimony is essential to building resilient supply chains and a stronger, more sustainable, American future.”
Antimony strengthens alloys and makes them resistant to corrosion. Its properties make it a highly valuable mineral for many applications across a wide range of sectors. It is used in munitions for national defense, flame retardants, wind and hydro turbines, solar panels, large storage batteries, spaceships, cell phones, semiconductors, plastics and cable sheathing. Currently, there are no U.S. mined sources of antimony, China and Russia dominate the antimony supply with more than 80 percent of the world’s production. Perpetua Resource’s Stibnite Gold Project in Idaho could supply approximately thirty percent of the American demand for antimony in the first six years of production.
About Perpetua Resources and the Stibnite Gold Project
Perpetua Resources Corp., through its wholly owned subsidiaries, is focused on the exploration, 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. The Project is one of the highest-grade, open pit gold deposits in the United States and is designed to apply a modern, responsible mining approach to restore an abandoned mine site and produce both gold and the only mined source of antimony in the United States. Antimony is a federally designated critical mineral for its use in the national defense, aerospace and technology sectors. In addition to the company’s commitments to transparency, accountability, environmental stewardship, safety and community engagement, Perpetua Resources adopted formal ESG commitments which can be found here.
PERPETUA RESOURCES APPOINTS ENDEAVOUR FINANCIAL AS FINANCIAL ADVISOR
BOISE, ID – Perpetua Resources Corp. (formerly Midas Gold Corp.) (NASDAQ:PPTA / TSX:PPTA) (“Perpetua Resources” or the “Company”) announced today the appointment of Endeavour Financial (“Endeavour”) as its financial advisor to assist in the evaluation of funding options to support the development of the Company’s world class Stibnite Gold Project (“Project”), following the release of its Feasibility Study in December 2020.
Endeavour is a leading independent advisor dealing exclusively with the natural resources sector. It specializes in the junior to mid-tier market, providing advice on financing projects from multiple funding sources. The Endeavour team offers more than 160 years of mining finance experience and specializes in arranging multi-sourced funding structures for single asset development companies.
“We are pleased to announce the appointment of Endeavour Financial as our financial advisor for the arrangement of the project financing for the Stibnite Gold Project,” said Laurel Sayer, President and CEO of Perpetua Resources. “Endeavour is a well-regarded firm with a strong track record of success in the mining industry. Our vision is to provide the U.S. with a source of the critical mineral antimony, operate one of the highest-grade open pit gold mines in the country and restore and redevelop an abandoned brownfield site. This appointment is another important milestone as we look to move forward from permitting into development and restoration.”
George Pyper, Managing Director of Endeavour’s advisory business, commented: “Endeavour is delighted to be able to work with the Perpetua Resources team to evaluate and execute financing for the development of this world class asset.”
About Perpetua Resources and the Stibnite Gold Project
Perpetua Resources Corp., through its wholly owned subsidiaries, is focused on the exploration, 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. The Project is one of the highest-grade, open pit gold deposits in the United States and is designed to apply a modern, responsible mining approach to restore an abandoned mine site and produce both gold and the only mined source of antimony in the United States. Antimony is a federally designated critical mineral for its use in the national defense, aerospace and technology sectors. In addition to the company’s commitments to transparency, accountability, environmental stewardship, safety and community engagement, Perpetua Resources adopted formal ESG commitments which can be found here.
About Endeavour Financial:
Endeavour Financial is a private independent merchant banking company focused on providing expert and unbiased financial advisory services to the global natural resources sector. Endeavour Financial has a history of achieving success for clients based on resource industry focus, innovative transaction skills and the diverse professional backgrounds of its award-winning team. Offering advice in project, corporate and debt capital markets; equity-linked financings; mergers and acquisitions; and strategic business development over more than three decades, Endeavour Financial has established itself as a leading financial advisor in the natural resources sector. More information on Endeavour Financial and its services can be found at www.endeavourfinancial.com.
PERPETUA RESOURCES AND NEZ PERCE TRIBE AGREE TO STAY OF CLEAN WATER ACT LITIGATION
BOISE, ID – Perpetua Resources Corp. (formerly Midas Gold Corp.) (MAX:TSX / MDRPF:OTCQX) (“Perpetua Resources” or the “Company”) released the following statement regarding an agreement with the Nez Perce Tribe to stay the Tribe’s Clean Water Act lawsuit:
“The Nez Perce Tribe and Perpetua Resources (previously Midas Gold) have jointly moved for a 3-month stay of the Tribe’s Clean Water Act lawsuit while they pursue a Court-ordered dispute resolution process. The litigation stay will allow the parties to work with a neutral judge or mediator to determine if there are grounds to work out a resolution of the lawsuit.”
A copy of today’s filing can be found here.
About Perpetua Resources and the Stibnite Gold Project
Perpetua Resources Corp., through its wholly owned subsidiaries, is focused on the exploration, 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. The Project is one of the highest-grade, open pit gold deposits in the United States and is designed to apply a modern, responsible mining approach to restore an abandoned mine site and produce both gold and the only mined source of antimony in the United States. Antimony is a federally designated critical mineral for its use in the national defense, aerospace and technology sectors. In addition to the company’s commitments to transparency, accountability, environmental stewardship, safety and community engagement, Perpetua Resources adopted formal ESG commitments which can be found here.
MIDAS GOLD ANNOUNCES NAME CHANGE TO PERPETUA RESOURCES AND APPROVED NASDAQ LISTING
New Name Reinforces Commitment to Idaho
Restoration of Legacy Mining District and Domestic Production of Critical Mineral Antimony
Shares to Begin Trading on Nasdaq on February 18
Management Team Strengthened with Hiring of Jessica Largent and Promotion of Tanya Nelson
BOISE, ID – Perpetua Resources Corp. (formerly Midas Gold Corp.) (MAX:TSX / MDRPF:OTCQX,) (“Perpetua Resources” or the “Company”) announced today that it has changed its name to “Perpetua Resources Corp.” effective February 15, 2021 and the Company’s common shares have been approved for listing on the Nasdaq Stock Market (“Nasdaq”).
The Company’s common shares will begin trading on the Nasdaq on February 18, 2021 under the symbol “PPTA” and on the Toronto Stock Exchange (“TSX”) under the new name at market open on or around February 18, 2021 under the stock symbol “PPTA”. As the Stibnite Gold Project (the “Stibnite Project” or “Project”) continues to advance through major milestones, the listing on a U.S. stock exchange is a strategic decision to focus the Company’s business in the United States and open additional opportunities for American investment.
“Today’s approval to list on the Nasdaq points to our growth and readiness to enter the next chapter of bringing the Stibnite Gold Project vision to life,” said Laurel Sayer, President and CEO of Perpetua Resources. “The Nasdaq is a premier electronic exchange. Our listing here will allow us greater access to capital, which will help our team move the Stibnite Gold Project from permitting into production. We look forward to connecting with new investors, while delivering value to our long-term shareholders who have supported our vision for years.”
The new name “Perpetua Resources” is inspired by Idaho’s motto, Esto Perpetua, translated to mean “let it be perpetual”, and a reflection of the Company’s commitment to doing its part to protect the State of Idaho’s vast resources for generations to come. Midas Gold Idaho, Inc., the Company’s wholly owned subsidiary, has also updated its name to “Perpetua Resources Idaho, Inc.”
“We have always been more than a gold mining company, but you wouldn’t have known it by our name,” said Sayer. “The name Perpetua Resources better reflects our plan to restore an abandoned mining site, to responsibly develop the critical resources our country needs for a more secure and sustainable future and to be guided by a commitment to Idaho’s resources and people. We are proud to enter our next chapter with a name that helps communicate our values and the sustainable future we are working to create for all of us.”
The name change not only follows the Company’s recent announcement that it has relocated its corporate headquarters to Boise, Idaho, but the name also better aligns with the company’s vision and reflects the natural evolution in this next phase of project development. Recent accomplishments include the completion of a successful comment period for the Draft Environmental Impact Statement for the Stibnite Gold Project, release of a positive Feasibility Study, and an agreement finalized with regulators to help address legacy water contamination at the abandoned mining district that will enable the company to begin to restore the site.
The Stibnite Gold Project was designed to apply a modern, responsible mining approach to restore an abandoned mine site and produce both gold and the only mined source of antimony in the United States. Antimony is a federally designated critical mineral for its use in the national energy, defense, aerospace and technology sectors. Recent developments point to antimony playing an important role in renewable energy, including in wind turbines and solar panels, as well as emerging liquid metal batteries needed for large-scale energy storage in the green energy future. The Project is also one of the highest-grade gold deposits in the United States and would provide the resources necessary to fund the much-needed cleanup and restoration of the abandoned Stibnite Mining District. While the name is changing, the people, the project and the commitments made over the last ten years remain the same.
The Company introduced its new name with a video. It can be found here.
The Company has also updated its investor presentation and can be viewed here.
Idaho Team Growing
As Perpetua Resources moves its corporate headquarters to Idaho, it is also growing its team. Jessica Largent has joined the team as Vice President of Investor Relations and Finance. Ms. Largent has held finance leadership roles at Newmont, Turquoise Hill Resources and Rio Tinto and brings more than 15 years of mining industry experience in investor relations, planning, financial reporting and accounting to Perpetua Resources.
“This is a really exciting time for Perpetua Resources as we advance through the final permitting stages following a decade’s worth of study work and regulatory review. With a strong team, a critical minerals project and a commitment to mining responsibly, the company has all the right ingredients for long-term value creation,” said Largent.
Largent comes to Perpetua Resources after serving as the Vice President of Investor Relations for Newmont, a gold mining company with operations in North America, South America, Australia and Africa. Largent will be responsible for the strategy and leadership of the Company’s investor relations and finance efforts, drawing on her extensive relationships and years of finance experience.
The Company has also promoted long-time Idaho employee Tanya Nelson from Human Resources Manager and Corporate Secretary to the Midas Gold Idaho, Inc board to Vice President of Human Resources and Corporate Secretary of Perpetua Resources. Ms. Nelson has worked for the Company since 2012 and throughout that time has taken on more responsibility as the team has grown. Having more than 15 years of experience in accounting and human resources, Ms. Nelson is also an Idaho native and has lived in Valley County, where the Project is located, since 1998.
“I am passionate about working to provide job opportunities for rural Idaho and giving people the chance to come back home and start careers that will allow them to support their families,” said Nelson. “The people at Perpetua Resources are the strength of this Company and bring our corporate values to life through their actions. Our team cares about the Project but more importantly they care about Idaho, our neighbors and each other. I look forward to continuing to develop the talent that already exists on our team and recruiting the next generation of our workforce to help us bring our project from permitting to operations.”
About Perpetua Resources and the Stibnite Gold Project
Perpetua Resources Corp., through its wholly owned subsidiaries, is focused on the exploration, 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. The Project is one of the highest-grade, open pit gold deposits in the United States and is designed to apply a modern, responsible mining approach to restore an abandoned mine site and produce both gold and the only mined source of antimony in the United States. Antimony is a federally designated critical mineral for its use in the national defense, aerospace and technology sectors. In addition to the company’s commitments to transparency, accountability, environmental stewardship, safety and community engagement, Perpetua Resources adopted formal ESG commitments which can be found here.
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 the expected dates on which trading is expected to commence on the Nasdaq and TSX; and the anticipated benefits of the Project and the Nasdaq listing. 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”, “expected” “ensure”, and “potential”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, Perpetua Resources 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. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Perpetua Resources 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 permitting process; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the United States Forest Service, 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; risks related to the outcome of litigation and potential for delay of the Project, as well as those factors discussed in Perpetua Resources’ public disclosure record. Although Perpetua Resources has attempted to identify important factors that could affect Perpetua Resources 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, Perpetua Resources 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.
MIDAS GOLD FILES TECHNICAL REPORT FOR STIBNITE GOLD PROJECT FEASIBILITY STUDY ON SEDAR
BOISE, IDAHO – Midas Gold Corp. (MAX:TSX, MDRPF:OTCQX) today announced that it has filed an independent technical report on SEDAR in accordance with National Instrument 43-101 (“NI 43-101”) that details the results of the recent feasibility study on the company’s Stibnite Gold Project in Idaho (the “Technical Report”).
Minor changes were made to the economic model in the process of finalizing the Technical Report that resulted in slightly lower initial capital costs and similar overall economic indicators relative to the estimates included in the December 22, 2020 news release. The fundamental results of the economic analyses remain unchanged.
To view and download the Technical Report titled “Stibnite Gold Project Feasibility Study Technical Report” dated January 27, 2021, please visit www.sedar.com. The Technical Report will also be available on the Company’s website at www.midasgoldcorp.com.
Qualified Persons
The Technical Report was compiled by M3 Engineering & Technology Corp. (“M3”) under the direction of independent qualified persons (as defined under NI 43-101) (“QPs” or “Qualified Persons”) and in accordance with the requirements of NI 43-101. The QPs responsible for the Technical Report include: Richard Zimmerman, SME-RM (onsite and offsite infrastructure, cost estimating and financial modeling) and Art Ibrado, P.E. (mineral processing) with M3; Garth Kirkham, P.Geo. (mineral resources) with Kirkham Geosystems Ltd.; Christopher Martin, C.Eng. (metallurgy) with Blue Coast Metallurgy Ltd.; Grenvil Dunn, C.Eng. (hydrometallurgy) with Hydromet WA (Pty) Ltd.; Chris Roos, P.E. (mineral reserves) and Scott Rosenthal P.E. (mine planning) with Value Consulting, Inc.; and Peter Kowalewski, P.E. (tailings storage facility and closure) with Tierra Group International, Ltd.
The technical information in this news release has been reviewed and approved by Austin Zinsser, SME-RM, Sr. Resource Geologist for Midas Gold Idaho, Inc., and a Qualified Person.
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.
MIDAS GOLD COMPLETES SHARE CONSOLIDATION IN CONNECTION WITH NASDAQ LISTING APPLICATION
BOISE, IDAHO – Midas Gold Corp. (MAX:TSX, MDRPF:OTCQX) announces that the Company has consolidated its common shares on the basis of one (1) new post-consolidation common share for every ten (10) pre-consolidation common shares effective as of January 27, 2021 (the “Effective Date”) in connection with the Company’s previously announced application to list its common shares on the Nasdaq Stock Market. The share consolidation was necessary to meet the minimum share price requirements for trading on the Nasdaq.
“We are excited to announce the completion of our share consolidation today in connection with our application to list on the Nasdaq,” said Laurel Sayer, CEO of Midas Gold Corp. “We believe the Nasdaq listing will enable us to attract a broader range of shareholders, gain increased liquidity and deliver long-term value to investors.”
The Company’s common shares will continue to be traded on the TSX under the stock symbol “MAX” after the Effective Date. The common shares are scheduled to begin trading on a post-consolidation basis on or about January 29, 2021 under the new CUSIP/ISIN numbers 59562B507/CA59562B5071. A letter of transmittal will be mailed to all registered shareholders with instructions on how to exchange their existing share certificates for new share certificates. A copy of the letter of transmittal is also available on the Company’s profile on SEDAR and has also been posted on the Company’s website. Shareholders who hold their common shares through a securities broker, dealer, bank or other financial institution are not required to take any action with respect to the consolidation and should contact that intermediary for their post-consolidation positions.
For a period of 20 days following the completion of the Effective Date, the Company’s trading symbol on the OTCQX will temporarily be changed to MDRPD, following which it will automatically revert to MDRPF.
Following the consolidation, the Company has a total of 47,522,706 common shares issued and outstanding. The exercise price or conversion price, as applicable, of the Company’s common shares issuable pursuant to outstanding stock options, warrants and convertible notes will be proportionately adjusted. No fractional common shares will be issued; all fraction shares equal to or greater than one-half resulting from the consolidation will be rounded to the next whole number. Otherwise, such fractional share will be cancelled.
Frequently Asked Questions (FAQ) regarding the consolidation may be found here https://midasgoldidaho.com/news/consolidation or, for further information about Midas Gold Corp., please contact:
(e): info@midasgoldcorp.com
Facebook: www.facebook.com/midasgoldidahoTwitter: @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.
MIDAS GOLD REACHES AGREEMENT TO BEGIN ENVIRONMENTAL RESTORATION AT ABANDONED MINE SITE AND ANNOUNCES RELOCATION TO UNITED STATES
Agreement Signed with Federal Agencies to Improve Water Quality at Stibnite
Midas Gold Moves Headquarters to Idaho and Intends to Redomicile to United States
Nasdaq Listing Application Submitted and Related Share Consolidation Approved
VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced, after three years of extensive discussions, federal agencies have authorized and directed the Company to perform agreed immediate clean up actions to address contaminated legacy conditions within Idaho’s abandoned Stibnite mining district that are negatively impacting water quality. While Midas Gold did not cause the legacy environmental problems at Stibnite, the recently signed agreement points to the need for timely environmental action and is a testament to the Company’s willingness to take part in environmental restoration. The Agreement (as defined below) is necessary to allow the Company to voluntarily address environmental conditions at the abandoned mine site without inheriting the liability of the conditions left behind by past operators. As such, the Company may now provide the early clean up actions deemed necessary by the federal government to improve water quality. Should the Stibnite Gold Project (“Project”) move forward with proposed mining and restoration activities, this Agreement will also allow for comprehensive site cleanup by directing the Company to address legacy features including millions of tons of legacy mine tailings that fall outside of the Project footprint and would otherwise not be addressed. With the Agreement in place, Midas Gold is now moving forward with plans to relocate its corporate headquarters from British Columbia, Canada to Boise, Idaho and intends to redomicile the Company to the United States. Midas Gold has also approved a share consolidation in connection with a planned U.S. listing on the Nasdaq Stock Market (“Nasdaq”).
Agreement Reached to Address Legacy Water Quality
Through an Administrative Settlement Agreement and Order on Consent (“ASAOC” or the “Agreement”) signed on January 15, 2021 by the Environmental Protection Agency (“EPA”) and U.S. Forest Service, with concurrence by the U.S. Department of Justice, Midas Gold has been instructed to clean up certain contaminated conditions within the Stibnite mining district in Idaho. The sources of contamination to be addressed by the Agreement are decades old and largely stem from tungsten and antimony mining during World War II and the Korean War, long before Midas Gold started planning for redevelopment of the site.
The cleanup Agreement was entered into under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and is the result of almost three years of discussion with the Environmental Protection Agency (EPA). The EPA also lead discussions with U.S. Department of Justice, U.S. Forest Service, State of Idaho and two Idaho tribes. Before finalizing the agreement, the EPA also conducted government-to-government consultation with the Shoshone-Bannock Tribes and Nez Perce Tribe.
“For decades, ground and surface water at Stibnite have suffered from elevated levels of arsenic and antimony,” said Laurel Sayer, CEO of Midas Gold Corp. and Midas Gold Idaho. “Yet, because the problems stem from historic mining activity, there are no responsible parties left to address the issues at hand. While we did not cause the problems impacting water quality today, we have always been clear on our intentions to be a part of the solution. We know redevelopment of the Stibnite Mining District for mining activity must include restoration of legacy features. So, when we saw the need to address sources of water contamination more quickly at Stibnite, we knew we had to offer our help.”
Importantly, the Agreement does not change the permitting process or anticipated permitting schedule for the Stibnite Gold Project through the National Environmental Policy Act (“NEPA”), nor does it alter any potential CERCLA liability or CERLCA defenses for Midas Gold or federal entities should the Stibnite Gold Project be fully permitted and move into operations. The Agreement only allows for specified EPA directed cleanup actions to occur.
“Today’s agreement develops a clear pathway for comprehensive cleanup activity at a long abandoned mine site and marks an important opportunity for meaningful water quality improvement at Stibnite,” said John C. Cruden, outside counsel for Midas Gold and former Assistant Attorney General for the Environment and Natural Resources Division in the Department of Justice in President Obama’s Administration.
The Agreement comes with a determination by federal regulators that due to historical activity, site conditions presently constitute an “actual or threatened release of hazardous substances” and that time critical removal actions are necessary to protect human health and welfare and the environment. In order to provide investment and cleanup the legacy environmental hazards and waste left behind at Stibnite, Midas Gold reached an agreement with federal agencies under CERCLA to define the cleanup work the Company will conduct and to clarify how to protect the Company from inheriting the environmental liability of past actors who abandoned the site. This situation is not unique to Midas Gold but one that has stalled cleanup work at abandoned mine sites across the country. This Agreement may well provide an example for cleaning up abandoned mining sites elsewhere in the nation.
“Water quality in the Stibnite Mining District has been a known problem for decades. As the closest community to the site, I can tell you that cleanup is long overdue,” said Willie Sullivan, Yellow Pine Resident and board member of the Yellow Pine Water Users Association. “This agreement between the EPA and Midas Gold is the first meaningful step toward real improvements in water quality conditions for the East Fork South Fork Salmon River and downstream communities like Yellow Pine. We have seen Midas Gold’s commitment to doing business the right way and their willingness to help with clean up now tells me they are the right partner for this effort.”
The ASAOC consists of three primary phases. The first phase of the Agreement is designed to significantly improve water quality over the next four years. It includes several CERCLA “time critical removal actions” consisting of water diversion projects designed to move water so it may avoid contaminated areas of the site, and removal of over at least 325,000 tons of historical mine waste from problematic locations that are currently affecting water quality. In addition, Midas Gold has agreed to conduct a full biological assessment, Clean Water Act evaluation, and a cultural resource survey. To ensure all that important work will be done, Midas Gold is providing US$7.5 million in financial assurance for Phase 1 projects.
Phases 2 and 3 of the ASAOC would move forward if the Stibnite Gold Project receives permission to proceed with mining under the National Environmental Policy Act (“NEPA”) and would provide the opportunity for comprehensive and site-wide cleanup of legacy features and waste by including permission to address legacy areas that are not included in the restoration activities proposed by the Stibnite Gold Project.
“As Idahoans, we care deeply about our home state and we are committed to partnerships that improve our water and lands,” said Sayer. “Our vision for Stibnite has always been that responsible industry could be a part of the solution to improve water quality and habitat at the long-abandoned site. Along with the desire and resources to help, we have needed permission to act. This Agreement provides the green light to finally see improvements in Idaho’s water quality at Stibnite and is one more opportunity for us to put our commitment to restoring the site into action.”
To read more on this Agreement additional information may be found here: www.MidasGoldIdaho.com/news/asaoc/
Idaho Headquarters & Redomicile
In conjunction with the signing of the Agreement, Midas Gold is relocating its corporate head office from Vancouver, Canada to Boise, Idaho, effective January 31, 2021. Additionally, Midas Gold has formally engaged legal and tax advisers to explore the feasibility of redomiciling to the United States. The intention to redomicile, which will be subject to determining an acceptable transaction structure, is in line with Midas Gold’s stated strategy of becoming a U.S.-based producer of critical minerals committed to the restoration and redevelopment of the Stibnite Gold Project. Midas Gold will provide updates on this process as necessary going forward.
“Idaho is our home,” said Sayer. “Our Project, our people and our work are focused here in Idaho and the move reconfirms our commitment to seeing the Project come to fruition.”
Share Consolidation and Nasdaq Listing
In conjunction with the relocation of its head office and its goal of becoming a U.S.-based producer of critical minerals, Midas Gold has submitted an application to list its common shares on the Nasdaq, and the listing of the common shares will be subject to fulfilling Nasdaq’s initial listing conditions. In order to meet Nasdaq minimum share trading price, Midas Gold’s Board of Directors also approved a 10-for-1 share consolidation, which is a necessary condition for the Company to meet Nasdaq’s listing conditions. Completion of the consolidation is subject to Toronto Stock Exchange approval and the timing will be governed by applicable regulatory and transfer agent requirements.
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 the benefits and effects of the ASAOC and the actions to be undertaken pursuant thereto; the relocation of Midas Gold’s headquarters to Idaho; and the Company’s intentions with respect to the consolidation of its common shares, the application for listing of its common shares on NASDAQ and the exploration of the feasibility of redomiciling to the United States.. 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”, “explore”, “feasibility”, “intends”, “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 actions and other matters as set out in the ASAOC proceed as expected; that regulatory approval of the share consolidation and the Nasdaq listing application will be received in a timely manner and on acceptable terms; that the relocation of the Company’s corporate headquarters will proceed as expected without unanticipated delays; that an acceptable transaction structure consistent with the Company’s stated strategy will be available in respect the proposed redomiciling to the United States; and that all requisite information will be available and requisite actions will be taken 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; risks related to dependence on key personnel; risks related to unforeseen delays; risks related to opposition to the Project including litigation involving the Nez Perce Tribe; risks related to the COVID-19 pandemic; risks related to delays in receiving requisite regulatory approvals (or not receiving such approvals at all); risks related to a suitable transaction structure not being available and the Company being unable to redomicile to the United States; 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.
MIDAS GOLD PROVIDES CORPORATE UPDATE
- Six New Directors Appointed to Board of Midas Gold Corp. -
- Ms. Laurel Sayer Appointed President and CEO of Midas Gold Corp. -
- Reaffirms Timing for Release of Feasibility Study on Stibnite Gold Project in December -
VANCOUVER, BRITISH COLUMBIA –Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) announced today the transition of five members the Company’s current Board of Directors (the “Board”) to five new, independent directors who will assist the Company in moving the Stibnite Gold Project (the “Project”) through the remaining phase of permitting under the National Environmental Policy Act and into construction and operations. The decision comes as a part of a transition agreement between the Company and Paulson & Co. Inc. (“Paulson”), which owns 44.1% of the outstanding common shares of the Company. As part of the agreement, Stephen Quin has resigned as President, CEO and a director of the Company and has been succeeded by Ms. Laurel Sayer, currently President and CEO of the Company’s wholly-owned subsidiary, Midas Gold Idaho, Inc. (“Midas Gold Idaho”).
The transition agreement results in the resignation from the Board of the following members: Keith Allred, Jaimie Donovan, Brad Doores, Jon Goode, and Peter Nixon, effective today.
“We are confident in the management team at Midas Gold and the value provided by the Stibnite Gold Project,” said Peter Nixon, former Lead Director of Midas Gold. He added, “Today’s transition allows the Company to continue to focus on the execution of its business plan, the successful completion of the permitting process, and the Company’s continuing efforts to create value for all stakeholders.”
“We are grateful for the dedicated service Brad, Jaimie, Jon, Keith, and Peter gave to Midas Gold over the years,” said Laurel Sayer, newly appointed President and CEO of Midas Gold. “Their leadership, guidance and commitment to designing a Project that will clean up an abandoned site and benefit the surrounding communities established a strong footing for the Company, which will be critical as the Project moves forward.”
In their roles as the remaining two directors of the Company, Marcelo Kim and Chris Papagianis appointed the following five independent directors to fill Board vacancies: Bob Dean, David Deisley, Jeff Malmen, Chris Robison and Alex Sternhell. In addition to being named President and CEO of Midas Gold, Laurel Sayer has also been appointed a director of the Company.
Marcelo Kim said, “We are delighted to welcome Laurel to the role of President and CEO of Midas Gold Corp. Having been the leader of Midas Gold Idaho since 2016, she is a proven leader with a track record of success and has the skills necessary to achieve the Company’s strategic objectives.”
“The changes implemented today position Midas Gold for the future stages of its development,” said Mr. Kim. He added, “We are enthusiastic about the Company’s future, are appreciative of the outgoing directors’ willingness to facilitate the transition and look forward to working closely and collaboratively with the Company’s new independent directors and management team to bring the Project to fruition.”
“On behalf of the Company and all its stakeholders, I thank Stephen Quin for his tireless and exemplary service. The Company wishes him well in all his future endeavors,” said Mr. Nixon.
Mr. Quin, who has served as President and Chief Executive Officer from the inception of the Company in 2011, will be available to assist the Company over the next three months to ensure a smooth executive transition.
“Stephen set the vision for this Project, he brought together an all-star team and led Midas Gold with integrity. He has provided a foundation that will continue to be the strength of the Project as it moves forward,” said Ms. Sayer. “We are forever grateful for Stephen’s leadership and will continue to implement his vision of a Project that restores the environment, incorporates the needs and feedback of all stakeholders, and pushes forward a new generation of responsible, modern mining.”
The changes announced today will have no impact on Midas Gold’s proposed Project or commitments. The Company remains focused on restoring the site, providing Idaho with more than 1,000 direct and indirect family wage jobs and securing America’s only domestically mined supply of the critical mineral antimony. The Community Agreement Midas Gold signed with eight of the communities closest to the Project also remains intact.
“Paulson & Co. believes in the Stibnite Gold Project and the Idaho team which has worked diligently to bring it this far,” said Mr. Kim. “We know this Project is an enormous opportunity for Idaho and has the potential to establish a new precedent for precious metal and critical mineral development. Developing this Project will provide the financial resources necessary to address the legacy issues that remain at the historical Stibnite Mining District following a century of mining. In addition to cleaning up a brownfield site, the Stibnite Gold Project will reduce America’s reliance on foreign sources for antimony, which is critical to the national defense, aerospace, energy (including renewables), and technology industries.”
Biographies of the new independent directors added to the Company’s board follow. These new directors will join existing directors Marcelo Kim and Chris Papagianis.
Bob Dean, who was raised in Idaho and now resides in Boise, has over two decades of experience in business, investment management, corporate finance, and capital markets, having spent over 20 years at Allen & Company. He is currently the Managing Member of Gemstone Capital and Co-Owner of Ada Sand & Gravel, one of the largest independent producers of construction aggregates in Southwestern Idaho. Mr. Dean is a Board Member of Natural Intelligence Systems, Inc., an Advisory Committee Member at Greybull Stewardship, and serves as a Board Member of several non-profits including Trailhead Boise, MoFi, and Ramapo for Children.
David Deisley, who resides in Salt Lake City, Utah, most recently led the successful permitting effort for the Donlin Gold Project in Alaska for NovaGold Resources and brings extensive recent permitting experience in the U.S. as well as a wealth of experience in corporate affairs, native/tribal stakeholder engagement, legal governance, litigation, and mergers and acquisitions. Prior to his tenure with NovaGold, Mr. Deisley was the Executive Vice President, Corporate Affairs and General Counsel for Goldcorp and previously worked at Barrick Gold.
Jeff Malmen, a native Idahoan who resides in Boise, is currently the Senior Vice President of Public Affairs for IDACORP and Idaho Power, where he has worked since 2007. In his role, he oversees government and regulatory affairs, corporate communications, and corporate services, including supply chain, real estate and facilities. Prior to that, Mr. Malmen enjoyed a 21-year career in state and federal politics, most recently as Chief of Staff for Idaho Governor C.L. “Butch” Otter and Idaho Governor Phil Batt prior to that. He also served as Administrator of the Division of Financial Management for Idaho Governor Dirk Kempthorne. He is the Vice Chairman of the Idaho Association of Commerce and Industry and Board Member of the Idaho Mining Association.
Chris Robison, who resides in Denver, Colorado and was most recently Chief Operating Officer for Newmont Mining, the world’s largest gold miner, brings extensive expertise in mining, metallurgy, project development, mine safety, stakeholder engagement, environmental issues, corporate social responsibility, supply chain, mergers and acquisitions, capital investments, business improvement and regulatory issues. Prior to his role at Newmont, Mr. Robison had a distinguished career at Rio Tinto Minerals and Kennecott Utah Copper.
Laurel Sayer, based in Boise, Idaho has served as President and CEO of Midas Gold Idaho, since 2016. Before her appointment as CEO, Ms. Sayer served on the Midas Gold Board for two years. Prior to her appointment to the Midas Gold Board, she worked as the executive director of the Idaho Coalition of Land Trusts (ICLT), which is dedicated to supporting and advancing private land conservation in Idaho. Ms. Sayer also spent more than two decades working on policy matters with Idaho Congressman Mike Simpson and Idaho United States Senator Mike Crapo, with an emphasis on natural resource issues.
Alex Sternhell, based in Chevy Chase, Maryland, is one of the top Washington strategists and lobbyists helping to shape U.S. public policy as Principal of the Sternhell Group. Mr. Sternhell has more than two decades of experience working on Capitol Hill. He served as the Democratic Deputy Staff Director of and Senior Policy Advisor to the U.S. Senate Committee on Banking, Housing and Urban Affairs as well as the Staff Director for the Senate Banking Subcommittee on Securities and Investment. He played a key role in drafting and negotiating nearly every major piece of financial services legislation in recent history, including Sarbanes-Oxley, the Terrorism Risk Insurance Act, and Gramm-Leach Bliley.
The Company also announced today that it will hold its 2021 annual meeting of shareholders by April 16, 2021, where all shareholders will be afforded the opportunity to vote on the election of the Company’s directors.
Midas Gold continues to advance towards completion of its feasibility study on the Stibnite Gold Project and anticipates issuing the results of the study before the end of the year.
Additional information regarding the transition arrangements announced today is included in the Transition Agreement, which will be filed by Midas Gold on its SEDAR profile at www.sedar.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 in respect of the transition matters outlined herein; the permitting process; the impact on the Company’s proposed Project or commitments; the potential for establishing new precedent for mineral development, provision of financial resources to address legacy issues at the Project and reduction of reliance on foreign sources for antimony; and the timing for (i) holding the Company’s 2021 annual meeting of shareholders; and (ii) completion of a feasibility study on the Project, including the release of the results thereof. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by the Forward-Looking Information. 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 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 permitting process will proceed in a timely manner and as expected; that agency engagement, cooperation and collaboration will follow the agreed upon and proceed as expected; that the transition matters outlined herein will proceed as expected and will not affect the Company’s business or prospects in a materially adverse manner; 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 National Environmental Policy Act; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including availability of personnel from the applicable state, federal and local agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to opposition to the Project; 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. 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.
MIDAS GOLD RECEIVES SHAREHOLDER MEETING REQUISITION
VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) announced today that it has been provided with a shareholder meeting requisition notice (the “Requisition”) dated November 20, 2020 from Paulson & Co. Inc. (“Paulson”), as manager of funds holding not less than 1/20th of the issued and outstanding shares of Midas Gold, requesting that the directors of the Company call a meeting of the shareholders of the Company for the purpose of (a) removing five directors; (b) fixing the number of directors at eight; and (c) electing five nominee directors of Paulson.
The Company is reviewing the Requisition with its professional advisors and will respond appropriately in due course as provided under applicable law, at which time further disclosure will be forthcoming. In the meantime, there is no need for shareholders to take any action at this time.
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 in respect of the Requisition. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by the Forward-Looking Information. 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.
COMMENT PERIOD ON THE DRAFT EIS FOR THE STIBNITE GOLD PROJECT SUCCESSFULLY COMPLETED
Stibnite Gold Project Enters into Final Phases of Review Under National Environmental Policy Act
VANCOUVER, BRITISH COLUMBIA –Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) and regulators, led by the U.S. Forest Service (“USFS”), are entering the final phases of review of the Stibnite Gold Project (“Project”) under the National Environmental Policy Act now that the comment period on the Draft Environmental Impact Statement (“DEIS”) is complete. The comment period officially ended, after 75 days of public review, on October 28, 2020 following two extensions of 15-days each. Thousands of individuals meaningfully participated in the comment period and substantial numbers of the letters uploaded by the USFS are supportive of Midas Gold’s plan to redevelop a brownfields mining site, providing significant economic, employment and environmental benefits needed to restore the site.
“The team at Midas Gold is proud to be one step closer to bringing the Stibnite Gold Project to life and helping Idahoans recognize the environmental, economic, employment and national security benefits associated with the Project,” said Stephen Quin, CEO of Midas Gold Corp. “We are grateful to all of the individuals who took the time to review the DEIS and submit a comment to regulators and appreciate the tremendous effort by our team to make information readily accessible to those commenting. The feedback from these comments will be incredibly valuable as we work with regulators to finalize the plan for the Stibnite Gold Project. We are equally grateful for all of the support we received from Idahoans. Numerous letters of support were submitted from the people who live closest to our site, vendors who we have been fortunate enough to partner with over the years, community leaders, statewide organizations, elected representatives and officials, and also Idahoans who care deeply about the outdoors and the environment. The letters received throughout this comment period demonstrate the strong local support for moving our Project forward.”
Next Steps
Now that the comment period is complete, regulators will review the comments submitted, evaluate the alternatives contained in the DEIS in light of the comments, consider any refinements that can be made to the Stibnite Gold Project between now and when the final Environmental Impact Statement (“FEIS”) is released, and select a preferred alternative. Currently, the USFS is scheduled to release the FEIS in Q2 of 2021 and to issue its record of decision (“ROD”) on the Project in late Q3 of 2021.
“Public input has played a very important role in helping our company refine the Stibnite Gold Project over the past decade,” said Mr. Quin. “The Plan of Restoration and Operations and then Alternative 2 in the DEIS were developed after many conversations with community members, including over 190 tours and 900 presentations in the past four years alone The feedback we received allowed us to reduce the impacts and footprint of the Project and it is our belief that we can continue to refine our plan after considering the comments recently submitted to the USFS.”
Stibnite Gold Project
If permitted, the Stibnite Gold Project would produce gold, silver and the only domestically mined source of antimony in the United States. The U.S. Department of Interior designated antimony as a critical mineral for its uses in the national defense, aerospace and technology industries. Midas Gold would invest approximately $1 billion in construction, provide approximately 500 direct, family-wage jobs for Idahoans for 15-18 years and numerous indirect jobs in local communities and the region. The Stibnite Gold Project was designed from the outset to use modern, responsible mining to restore the historical Stibnite Mining District by providing the expertise and financial resources necessary to address the legacy issues that remain and which are primarily related to World War II and Korean War era mining of antimony and tungsten for national defense purposes. Stibnite alone is estimated to have produced approximately 90% of the antimony and 40-50% of the tungsten required for the war effort. However, these activities left a significant legacy of environmental impacts, which Midas Gold plans to address through its fully integrated Plan of Restoration and Operations.
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 and other state, federal and local government agencies and regulatory bodies; the timing and procedure for (i) review of the commence received during the comment period; (ii) evaluation of alternatives and consideration of refinements between now and when the FEIS is released; and (iii) release of the FEIS and ROD; and the anticipated benefits and effects in the event that the Stibnite Gold Project is permitted. 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 review of commences received and the consideration thereof, as well as the scheduled release of the FEIS and ROD 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 National Environmental Policy Act; 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.
REGULATORS EXTEND COMMENT PERIOD ON DRAFT EIS FOR STIBNITE GOLD PROJECT, IDAHO
Comment period for the proposed gold and antimony mine will now close on October 28, 2020
VANCOUVER, BRITISH COLUMBIA – Midas Gold Corp. (MAX:TSX / MDRPF:OTCQX, “Midas Gold” or the “Company”) today announced that the U.S. Forest Service (“USFS”) has extended the comment period on the Stibnite Gold Project (“Project”) Draft Environmental Impact Statement (“Draft EIS”). The comment period will now close on October 28, 2020, providing interested parties 75-days in total to submit feedback on the Draft EIS, which is a 67% increase over the legally required 45-day comment period.
“Public involvement has always been an important tenet of the Stibnite Gold Project,” said Laurel Sayer, CEO of Midas Gold Idaho. “The public was integral to helping us develop Alternative 2 of the Draft EIS and we believe public feedback is important in helping develop the final plan for the Stibnite Gold Project. The agency’s decision to extend the comment period by an additional 15-days provides the public and other interested parties more time to participate and should ultimately support a robust record of decision. However, given the amount of public disclosure on the Project over many years, it is also time to move to the next stage of finalizing the EIS and selecting a preferred alternative.”
“For almost a decade now, we have encouraged public review of and engagement in our plans for the redevelopment and restoration of the Stibnite Mining District. In the past 5 years alone, we have made 912 public presentations, taken over 1,800 people on tours of the site, created a robust website with Project information, held monthly open office hours, and have made our subject matter experts available to any community member asking to know more or wanting to provide feedback,” said Sayer. “The U.S. Forest Service has also excelled by providing 24-7 virtual access to the Draft EIS and review materials. With over 1,400 letters received to-date, it is clear many people throughout Idaho feel ready to provide the U.S. Forest Service with their thoughts on the Stibnite Gold Project.”
People who are interested in reviewing the Draft EIS can visit the USFS’ project page at https://www.fs.usda.gov/project/?project=50516. The USFS has also created a virtual meeting room where community members and other stakeholders can learn more about the alternatives outlined in the DEIS and the background to the alternatives. Additionally, there are hard copies of the Draft EIS available for review in multiple communities surrounding the project site. Community members can also learn more about the Project and Midas Gold’s plans at www.RestoreTheSite.com. The public is also invited to attend one of the three webinars Midas Gold hosts each week during the comment period to review the Project and answer questions. To register, visit www.MidasGoldIdaho.com/virtual-events.
Comments on the Project can be submitted through the USFS website https://cara.ecosystem-management.org/Public/CommentInput?Project=50516 or via direct mail to: Linda Jackson, Forest Supervisor, Payette National Forest, 500 North Mission Street Building 2, McCall, Idaho 83638-3805.
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, the extension of the comment period and the anticipated effects thereof. 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 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, environmental impact statement and record of decision 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 and any extension thereof; 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.
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).
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.
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.
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.
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.
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.
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 StibniteCoalition, 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.
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.
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.
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.
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.
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.
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.
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.”
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.
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.
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.
MIDAS GOLD COMPLETES US$35.0 MILLION (C$47.6 MILLION) FINANCING
Funds to be used to Advance the Stibnite Gold Project, Idaho
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.
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.
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.
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.
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;
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.
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.
(1 ) Based on an exchange rate of US$1.00 = C$1.36.
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 million().
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.
“Midas Gold appreciates the continued support of its investors, particularly Paulson & Co.,” said Stephen Quin, President & CEO. “While our permitting process has been extended a number of times, driving costs higher, these investments recognize the significant economic and environmental opportunity presented by the Stibnite Gold Project, where redevelopment of a heavily impacted brownfields mine site will provide more than 500 long-term, well-paid jobs in rural Idaho and a long term supply of the critical mineral antimony, while funding the clean-up of decades of environmental impacts from decades of mining by prior owners and the restoration of the site, and particularly passage for salmon and bull trout to the headwaters of the East Fork of the South Fork of the Salmon River for the first time in more than 80 years.”
(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.
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 5-day VWAP on the date that interest is due) at the Issuer’s election, subject to TSX approval. The Notes will contain standard anti-dilution provisions. 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.
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 (107,101,685 Common Shares or 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 9,664,520 Common Shares, representing approximately 3.26% of the Company’s outstanding common shares (169,747,911 Common Shares or 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 (194,806,402 Common Shares or 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. 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.
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.
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 Advisors
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.
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 to be issued or made issuable pursuant to the Offering (i) would exceed 25% of the currently issued and outstanding Common Shares on a non-diluted basis; and (ii) to insiders would exceed 10% of the currently issued and outstanding Common Shares on a non-diluted basis, 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.
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.