UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2012 • Midway Gold Corp • Gold and silver ores • British Columbia
RBC Dominion Securities Inc. (“RBC”), Haywood Securities Inc. (“Haywood”, and together with RBC, the “Co-Lead Underwriters”), and Stifel Nicolaus Canada Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”) understands that Midway Gold Corp., a corporation organized and existing under the laws of British Columbia (the “Company”), intends to issue and sell an aggregate of 11,750,000 units of the Company (the “Units”). Each Unit shall be comprised of one common share (the “Unit Share”) and one-half of one transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one common share (a “Warrant Share”) at an exercise price of US$1.85 per Warrant Share for a period of 18 months following the Closing Date (as defined below); provided that in the event the Company’s common shares trade at a closing price on the NYSE MKT (as defined below) of greater than US$2.10 per common share fo
