Transition Agreement between Midas Gold Corp. and Paulson & Co. Inc., dated December 3, 2020

Requisition. Paulson hereby irrevocably agrees to withdraw the Requisition, effective immediately.

Board Composition.

Contemporaneously with the execution of this Agreement, each of Keith Allred, Jaimie Donovan, Brad Doores, Jon Goode, Peter Nixon and Stephen Quin (collectively, the “Resigning Directors”) will deliver irrevocable resignations as directors of Company, such resignations to be effective at 6:00 p.m. EST on the Transition Date.

Immediately following the effective time of the resignation of the Resigning Directors, Paulson will cause the Current Paulson Nominees to appoint Bob Dean, David Deisley, Jeff Malmen, Chris Robison, Alex Sternhell and Laurel Sayer (collectively, the “New Directors”) to fill the vacancies on the Board resulting from

The Company shall promptly make all necessary filings required in connection with the resignation of the Resigning Directors and the appointment of the New Directors with any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the Company.

The Company agrees that, upon appointment to the Board, the New Directors shall receive the same benefits of director and officer insurance and any indemnity and exculpation arrangements available generally to the other directors of the Board.

Contemporaneously with the execution of this Agreement, the Company and Stephen Quin will enter into a Resignation Agreement, on the terms agreed to between the Company and Stephen Quin (and previously disclosed to Paulson), whereby Stephen Quin will step down as President and Chief Executive Officer of the Company effective at 6:00 p.m. EST on the Transition Date.

Immediately following the effective time of the resignation of Stephen Quin as President and Chief Executive Officer of the Company, the reconstituted Board will appoint a new President and Chief Executive Officer of the Company.

2021 Annual Meeting of Shareholders. The Company agrees that it will use its reasonable best efforts to duly convene and hold its next annual meeting of shareholders by April 16, 2021.

D&O Insurance. Until such date (the “Insurance Termination Date”) as is six years following the Transition Date, the Company shall: (a) continue to purchase and maintain directors’ and officers’ liability insurance for the benefit of the Resigning Directors and their respective heirs, executors, administrators and personal representatives that affords insurance coverage no less favourable to the Resigning Directors than exists as of the Transition Date; or (b) in the event that such insurance is discontinued or no longer available on commercially reasonable terms, purchase, maintain and administer, or cause to be purchased, maintained and administered, until the Insurance Termination Date, insurance for the benefit of the Resigning Directors and their respective heirs, executors, administrators and personal representatives (the “Run-Off Coverage”) that affords insurance coverage no less favourable to the Resigning Directors than exists as of the Transition Date, which Run-Off Coverage shall provide coverage only in respect of events occurring prior to the discontinuance of the prior insurance coverage. The Company will provide to each Resigning Director, on no less than an annual basis until the Insurance Termination Date, a copy of each insurance policy maintained by the Company for the benefit of the Resigning Directors and evidence of the Company’s compliance with its

Consulting Agreements. In order to assist in the transition of the Board and provide the Company with the benefit of the experience and knowledge of the Resigning Directors regarding the Company, the Company shall, contemporaneously with the execution of this Agreement, enter into a consulting agreement in the form attached hereto as Schedule A (the “Consulting Agreement”) with each Resigning Director who is prepared to execute such Consulting Agreement.

At 8:00 a.m. EST on December 4, 2020, the Company shall issue the press release attached hereto as Schedule B (the “Press Release”).

Paulson agrees that it shall not, and that it shall cause each of its affiliates and each director, trustee, officer, employee, partner, agent and representative of each of Paulson and each of its affiliates to not, directly or indirectly: (i) issue or cause the publication of any press release or make any public announcement, statement or comment (written, verbal or otherwise) regarding the matters that are the subject of this Agreement or the Press Release except substantially consistent with the disclosure in the Press Release; or (ii) make any public announcement, statement or comment (written, verbal or otherwise) regarding any act, matter or thing involving the Company (including the matters that are the subject of this Agreement and/or the Press Release) that would reasonably be expected to reflect adversely on the reputation of the Company or any of its current or former directors or officers including the Resigning Directors; provided that (X) nothing in this Section 7(b) shall prevent any person, including Paulson, from taking any action that such person is obliged by applicable law to take, from responding honestly to any securities or other regulatory enquiry or proceeding, from testifying truthfully in any civil or other proceeding or from taking any action to enforce any of such person’s rights under any agreement; and (Y) in the event that any Resigning Director breaches any of his or her obligations under clause 7 of the Consulting Agreement, Paulson will cease to be bound by any of the restrictions under this Section 7(b) in relation to that Resigning Director.

Mutual Releases. Contemporaneously with the execution of this Agreement, the Company and Paulson, on the one hand, and each Resigning Director, on the other hand, will enter into a mutual release, with effect as of the effective time of the resignation by the Resigning Directors as directors of the Company, in the form agreed among the Company, Paulson and the Resigning Directors.

Representations and Warranties. Each of the Company and Paulson hereby represents and warrants to the other as follows:

it has the power and capacity to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and

this Agreement has been duly and validly authorized, executed and delivered by it, constitutes a valid and binding obligation and agreement of it and is enforceable against it in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient or sent to the recipient by email (if sent by email prior to 5:00 p.m. local time of the recipient on a business day or, if not, on the next business day), or one (1) business day after deposit with a reputable overnight courier service (charges prepaid), or three (3) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Company and Paulson at the following addresses:

Survival. The representations and warranties, covenants and agreements contained in this Agreement shall survive the execution of this Agreement and any investigation at any time by or on behalf of Paulson or the Company.

Entire Agreement. Other than the Investor Rights Agreement (as may be amended from time to time) and the Indemnity Agreement previously entered into by the Company with each Resigning Director, this Agreement and the agreements referenced herein contain the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior written and prior or contemporaneous oral agreements between the Parties with respect to such matters.

Beneficiaries. The provisions of Sections 2, 3, 4, 5 and 7 hereof are intended to be, in part, for the benefit of, and will be enforceable by, each of the Resigning Directors and their respective heirs, executors, administrators and personal representatives, and will be binding on the Company and Paulson and their respective successors and permitted assigns and, for such purpose: (i) the Company hereby confirms and agrees that it is acting as agent and trustee on behalf of the Resigning Directors; and (ii) no such provisions shall be amended without the prior written consent of the Resigning Directors.

Amendment. The provisions of this Agreement may be modified or waived only by a separate writing executed by the Company and Paulson expressly so modifying or waiving such agreements and subject to Section 11(c) hereof.

No Waiver. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Assignment. Any assignment or attempted assignment of this Agreement by either Paulson or the Company without the prior written consent of the other Party shall be void.

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Specific Performance. The Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement and that each of the Parties shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and each Party further agrees to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its signature on the execution page hereof to the other Party by email or pdf or by other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Party.

Governing Law and Attornment. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto for any actions or proceedings arising out of or related to this Agreement.

[NAME AND ADDRESS OF RESIGNING DIRECTOR] (hereinafter referred to as the “Consultant”)

The Consultant will provide to the Company business advisory services (the “Services”) within the Consultant's area of expertise and experience where such expertise and experience relates to the Company.

In consideration of the Consultant providing the Services referred to in Clause 1 hereof and subject to Clause 7 hereof, the Consultant agrees that the incentive stock options granted to the Consultant prior to the Effective Date and still outstanding on the Effective Date (as detailed in Schedule A) represent sufficient compensation for the Services rendered and no cash compensation will be paid in respect of the Services. The Consultant will not be eligible for any additional incentive stock option grants subsequent to the Effective Date.

It is understood between the parties hereto that the Consultant shall be required to provide such services only to the extent specifically requested in writing by the Company from time to time, subject to Consultant’s availability, and that the Consultant may engage in other activities and businesses as the Consultant sees fit provided the Consultant performs the duties referred to in Clause 1 hereof as required.

This Agreement shall be for a term commencing on the Effective Date and expiring on • [date of last expiring options] (the “Termination Date”).

This Agreement may be terminated by the Consultant at any time but may only be terminated by the Company prior to the Termination Date with the consent of the Consultant; provided that no termination of this Agreement shall alter or affect the obligations of the Company and the Consultant under Clauses 7 and 8 below which, subject to the provisions therein, shall remain in full force and effect until the Termination Date.

Any incentive stock options held by the Consultant are subject to the terms of the Company’s then current Evergreen Incentive Stock Option Plan. For greater certainty, during the term of this Agreement, the Consultant will be considered a “Service Provider” pursuant to the Company’s stock option plan and any unvested options held by the Consultant will continue to be eligible for vesting pursuant to their terms.

The Consultant agrees that he or she shall not, and that he or she shall cause each of his or her affiliates and each director, trustee, officer, employee, partner, agent and representative of each such affiliate to not, directly or indirectly: (a) issue or cause the publication of any press release or make any public announcement, statement or comment (written, verbal or otherwise) regarding the matters that are the subject of the Transition Agreement or the Press Release except substantially consistent with the disclosure in the Press Release; or (b) make any public announcement, statement or comment (written, verbal or otherwise) regarding any act, matter or thing involving the Company (including the matters that are the subject of the Transition Agreement and/or the Press Release) that would reasonably be expected to reflect adversely on the reputation of the Company or Paulson or any of their respective current or former directors or officers; provided that: (X) nothing in this Clause 7 shall prevent any person, including the Consultant, from taking any action that such person is obliged by applicable law to take, from responding honestly to any securities or other regulatory enquiry or proceeding, from testifying truthfully in any civil or other proceeding or from taking any action to enforce any of such person’s rights under any agreement; and (Y) in the event that the Company breaches any of its obligations under Clause 8 of this Agreement, or Paulson breaches any of its obligations under Section 7(b)

The Company agrees that it shall not, and that it shall cause each of its affiliates and each director, trustee, officer, employee, partner, agent and representative of each of the Company and each of its affiliates to not, directly or indirectly: (a) issue or cause the publication of any press release or make any public announcement, statement or comment (written, verbal or otherwise) regarding the matters that are the subject of the Transition Agreement or the Press Release except substantially consistent with the disclosure in the Press Release; or (b) make any public announcement, statement or comment (written, verbal or otherwise) regarding any act, matter or thing involving the Company (including the matters that are the subject of the Transition Agreement and/or the Press Release) that would reasonably be expected to reflect adversely on the reputation of the Consultant; provided that: (X) nothing in this Clause 8 shall prevent any person, including the Company, from taking any action that such person is obliged by applicable law to take, from responding honestly to any securities or other regulatory enquiry or proceeding, from testifying truthfully in any civil or other proceeding or from taking any action to enforce any of such person’s rights under any agreement; and (Y) in the event that the Consultant breaches any of its obligations under Clause 7 of this Agreement, the Company will cease to be bound by any of the restrictions under this Clause 8.

This Agreement may not be assigned by either party.

Any notice under this Agreement shall be given in writing and delivered to the party to receive such notice at the address of the party indicated on page 1 hereof, or at such other address as any party may hereafter designate by notice in writing. Such notice shall be effective forthwith from the date of delivery.

Other than the Indemnity Agreement previously entered into by the Company with the Consultant, the Transition Agreement and the other agreements referenced herein and therein, this Agreement represents the entire agreement among the parties relating to the subject matter hereof and supersedes any and all prior agreements and understandings, whether written or oral, between the parties. This Agreement may not be amended or otherwise modified except by an instrument in writing signed by all parties.

This Agreement shall be construed under and governed by the laws of the Province of Ontario.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and successors.

This Agreement may be executed in any number of counterparts and may be delivered by facsimile or other electronic means and each of such counterparts so executed and delivered will be deemed to be an original and collectively shall constitute one agreement.

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

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.