‚ 15920 E. lndiana Ave., Suite 101, Spokane Valley, WA 99216 ‚ Phone: 509-927-GOLD (4653) ‚ Fax: 509-924-1582 ‚
March 7, 2011
To:
The Shareholders of Midas Gold, Inc.
The board of directors (the "Midas Board") of Midas Gold, Inc. ("Midas") invites you to attend a special meeting
(the "Meeting") of shareholders (the "Shareholders") to be held at 10:00 a.m. (local time) on Friday, April 1, 2011
at Midas' executive offices, 15920 East Indiana Avenue, Suite 101, Spokane Valley, Washington.
On February 23, 2011, we announced that we have entered into a combination agreement (the "Combination
Agreement") with Vista Gold U.S. Inc., Idaho Gold Resources, LLC and Midas Gold Corp. ("Midas Canada"),
whereby, subject to the terms and conditions of the Combination Agreement, Midas Canada will, among other
things, acquire all of the outstanding shares of common stock (the "Midas Shares") in the capital of Midas,
pursuant to a plan of share exchange (the "Plan of Share Exchange"). Assuming the Plan of Share Exchange
becomes effective, among other things, Shareholders will receive one (1) common share of Midas Canada ("Midas
Canada Shares") in exchange for each Midas Share held (the "Exchange"). At the Meeting, the Shareholders will
be asked to approve the Exchange.
To be effective, the Exchange must be approved by a resolution (the "Exchange Resolution") passed by at least
662/3% of the votes cast by holders of outstanding Midas Shares present in person or represented by proxy at the
Meeting, which holders are entitled to one vote for each Midas Share held. The Exchange is also subject to the
satisfaction of certain other conditions.
The Midas Board has determined that the Exchange is fair to the Shareholders and is in the best interests of Midas
and the Shareholders. The determination of the Midas Board is based on various factors described more fully in the
accompanying proxy statement (the "Proxy Statement"). All of the directors and officers of Midas, and one
greater than 5% shareholder of Midas, have entered into support agreements with Midas and Midas Canada
committing to, among other things, support the Exchange.
Also enclosed with this letter and the Proxy Statement are the following documents:
1.
a notice of special meeting;
2.
a form of proxy;
3.
a Letter of Transmittal (printed on green paper); and
4.
a FIRPTA Certification (printed on yellow paper) which contains forms in respect of:
(i) a certification that such person is not a "foreign person" fulfilling the requirements specified under
Treasury Regulation 1.1445-2(b), and
(ii) a statement of non-recognition fulfilling the requirements specified under Treasury Regulation 1.14452(d)(2)(iii).
The accompanying Proxy Statement provides a full description of the Exchange and includes certain additional
information to assist you in considering how to vote on the Exchange Resolution. You are urged to read this
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information carefully and, if you require assistance, to consult your tax, financial, legal or other professional
advisors.
We encourage you to complete, sign, date and return:
(i)
the accompanying form of proxy in accordance with the instructions set out therein and in the Proxy
Statement so that your Midas Shares can be voted at the Meeting in accordance with your instructions;
and
(ii)
the enclosed:
a. Letter of Transmittal (printed on green paper); and
b. FIRPTA Certification (printed on yellow paper)
in accordance with the instructions set out therein and in the accompanying Proxy Statement so that if the
Exchange is completed, the Midas Canada Shares to which you are entitled can be sent to you as soon as
possible following completion of the Exchange.
Completion of the Exchange is dependent on many factors and it is not possible at this time to determine precisely
when or if the Exchange will become effective. Subject to obtaining the approval of the Shareholders and satisfying
certain other conditions, the Exchange is expected to close on or around April 6, 2011.
Yours very truly,
MIDAS GOLD, INC.
"Stephen P. Quin"
Stephen P. Quin
President and Chief Executive Officer