0001137171-07-001067 Sample Contracts

MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE
Mineral Lease Agreement and Option to Purchase • August 6th, 2007 • Midway Gold Corp • Nevada

THIS MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE (“Agreement”) is made effective as of the 25 day of October, 2006 (“Effective Date”), between LAMONTE J. DUFFY (“Lessor”) and MGC RESOURCES INC., a Nevada corporation (“Lessee”).

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MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE
Mineral Lease Agreement and Option to Purchase • August 6th, 2007 • Midway Gold Corp • Nevada

THIS MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE (“Agreement”) is made effective as of the 1st day of June, 2007 (“Effective Date”), between GEORGE D. DUFFY JR. (“Lessor”) and MGC RESOURCES INC., a Nevada corporation (“Lessee”).

MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE
Mineral Lease Agreement and Option to Purchase • August 6th, 2007 • Midway Gold Corp • Nevada

THIS MINERAL LEASE AGREEMENT AND OPTION TO PURCHASE ("Agreement") is made effective as of the 18 day of July, 2006 ("Effective Date"), between DAVE ROWE and RANDALL STOEBERL (collectively, "Lessor"), and MGC RESOURCES INC., a Nevada corporation ("Lessee").

Consulting Agreement
Consulting Agreement • August 6th, 2007 • Midway Gold Corp • British Columbia

The Company wishes to contract the services to be provided by the Contractor and to enter into this Agreement pursuant to which the Contractor will (i) provide to the Company the services a Chief Financial Officer and a Corporate Secretary would provide, in addition to administrative and bookkeeping services and (ii) make Meyer available to provide such services to the Company on behalf of the Contractor.

OPTION AMENDMENT AGREEMENT
Option Amendment Agreement • August 6th, 2007 • Midway Gold Corp • British Columbia

PAUL G. SCHMIDT and MARY ANN SCHMIDT of 7934 Wagon Wheel Road, Morrison, Colorado 80465 and THOMAS C. PATTON and LINDA SUE PATTON of 9086 Chickadee Way, Blaine, Washington 98230

STOCK OPTION PLAN OPTION AGREEMENT
Stock Option Plan • August 6th, 2007 • Midway Gold Corp

This Option Agreement is entered into between Pan-Nevada Gold Corporation (previously Castleworth Ventures Inc.) ("the Corporation") and the Optionee named below pursuant to the Pan-Nevada Gold Corporation Stock Option Plan (the "Plan"), a copy of which is attached hereto, and confirms that:

MIDWAY GOLD CORP. SUBSCRIPTION FOR UNITS
Midway Gold Corp • August 6th, 2007

The undersigned (the "Subscriber") hereby subscribes for and agrees to purchase the number of units (the "Units") in the capital of the Company, set forth below for the aggregate subscription price set forth below, representing a subscription price of $2.50 per Unit, upon and subject to the terms and conditions set forth in the "Terms and Conditions of Subscription for Securities of Midway Gold Corp." attached to and forming a part hereof. Each Unit is comprised of one common share ("Common Share") in the capital of the Company and one-half common share purchase warrant ("Warrant"). Each Warrant entitles the Subscriber to purchase one additional Common Share (a "Warrant Share") for a period of 12 months from the Closing Date (as defined herein) at a subscription price of $3.00 per Warrant Share. This subscription is subject to acceptance by the Company and may be accepted as to the number of Units set forth below or such lesser number as may be determined by the Company in its sole dis

CONSULTING AGREEMENT
Consulting Agreement • August 6th, 2007 • Midway Gold Corp • British Columbia

The Company has agreed to retain the services of the Consultant to provide the consulting services described in Schedule “A” attached hereto (the “Services”) and the Consultant agrees to provide such services to the Company, in accordance with the terms and conditions contained herein;

CONSULTING AGREEMENT
Consulting Agreement • August 6th, 2007 • Midway Gold Corp • British Columbia

The Company has agreed to retain the Consultant to provide consulting and advisory services in connection with the business of the Company (the “Services”) as and when required by the Board of Directors of the Company (the “Board”) and the Consultant agrees to provide such Services to the Company, in accordance with the terms and conditions contained herein;

EMPLOYMENT AGREEMENT amended and restated as of January 31, 2007
Employment Agreement • August 6th, 2007 • Midway Gold Corp • Nevada

MIDWAY GOLD CORP., a company incorporated under the laws of the Province of British Columbia, with a registered office located at 2800-666 Burrard Street, Vancouver, BC, V6C 2Z7;

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