Midas GoldCorporate

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Overview
As announced by Vista Gold Corp. on December 7, 2010, Midas Gold, Inc. (a private company) entered into a letter of intent with Vista Gold Corp. to combine Vista's Yellow Pine deposit with Midas Gold's interests to form a new company ("Midas Gold Corp."). As a result, Vista will become a 35% shareholder of Midas Gold Corp. Midas will be holding Special Meeting of its shareholders to consider and approve a plan of share exchange between Midas and Midas Gold Corp., a newly organized British Columbia corporation, pursuant to which Midas Gold Inc.'s outstanding shares of common stock and outstanding options, other than Midas Shares held by Dissenting Shareholders, will be exchange for common stock and options of Midas Gold Corp., with the result that Midas Gold Inc. will become a wholly-owned subsidiary of Midas Gold Corp.

The plan of share exchange is part of a broader, integrated transaction undertaken pursuant to the terms of a combination agreement by and among: Midas Gold, Inc.; Midas Gold Corp.; Vista Gold U.S., Inc. ("Vista US"), a Delaware corporation; and Idaho Gold Resources, LLC ("Idaho Gold"), an Idaho limited liability company wholly-owned by Vista US (the "Combination Agreement"), pursuant to which, if the plan of share exchange is approved at the Special Meeting and the other conditions to closing specified in the Combination Agreement have been satisfied or waived:
  • Vista US will: (a) convert Idaho Gold into Idaho Gold Corp. ("Idaho Gold Corp."), an Idaho corporation; and (b) contribute all of the outstanding shares of common stock of Idaho Gold Corp. to Midas Gold Corp. as a capital contribution, in exchange for that number of Midas Gold Corp. shares equal to, on a Fully Diluted Basis, thirty-five percent (35%) of the Midas Gold Corp. shares that are issued and outstanding at the time the transactions specified in the Combination Agreement and the plan of exchange are completed;
  • the Midas Gold, Inc. shareholders, other than the Dissenting Shareholders, will contribute their Midas Shares to Midas Gold Corp. in exchange for that number of Midas Gold Corp. shares equal to, on a Fully Diluted Basis, sixty-five percent (65%) of the Midas Gold Corp. shares that are issued and outstanding at the time the transactions specified in the Combination Agreement and the plan of exchange are completed;
  • the Midas Gold, Inc. option holders will exchange their Midas Gold, Inc. options for Midas Gold Corp. options of like tenor; and
  • after completion of the transactions specified in the Combination Agreement and plan of exchange have been completed, Midas Gold Corp. will explore corporate development strategies, which may include a possible initial public offering in Canada by Midas Gold Corp., potential merger or acquisition transactions, financing opportunities, project development plans, and other initiatives as may be determined.
On November 19, 2003, Vista Gold Corp. announced the results of an independent mineral resource estimate for the Yellow Pine Deposit, and a Technical Report was filed on SEDAR on December 12, 2003. Vista Gold incorporated those mineral resources in a preliminary economic assessment filed on SEDAR on December 15, 2006.

Since the date of these estimates, no holes have been drilled within the area of the mineral resource estimate. However, over the past year, Midas Gold has recovered additional historic data that could result in some changes to the mineral resource estimates previously reported by Vista. Midas Gold has retained SRK to complete a new mineral resource estimate for the Yellow Pine deposit, which is expected to be complete by the end of March, 2011. When and if the consolidation of the Midas Gold and Vista Gold properties is complete, the 2006 preliminary economic assessment should no longer be relied upon. Consolidation of the deposits will result in different assumptions and approaches to the estimation of mineral resources and economic considerations.

The Yellow Pine mineral resource remains open to expansion in a number of directions, particularly along strike to the northeast towards the past producing Homestake area. Subject to completion of the Midas Gold -- Vista Gold transaction, this potential will be evaluated by Midas Gold in 2011.