Midas Gold & Vista Gold Enter into Formal Agreement in respect of Idaho Gold Properties

/THIS PRESS RELEASE IS NOT FOR U.S. DISTRIBUTION AND IS NOT A SOLICITATION OR A PROSPECTUS FOR STOCK/

Consolidates Major Gold District with 3 Significant Gold Deposits with District-wide Exploration Potential

VANCOUVER, Feb. 23 /CNW/ - Midas Gold, Inc. ("Midas", a private company) and Vista Gold Corp. ("Vista", TSX & NYSE Amex Equities: VGZ) today announced that Midas and the US subsidiaries of Vista have executed a Combination Agreement ("the Combination Agreement") whereby they will contribute their respective Idaho gold assets through a share exchange and contribution to Midas Gold Corp., a new Canadian private company ("Midas Gold").  If the plan of share exchange is approved by the shareholders of Midas, and all other conditions to the transaction are satisfied or waived, Midas Gold will be owned, on a fully diluted basis, 65% by Midas and 35% by Vista. 

"The combination agreement with Vista will finally consolidate the Stibnite-Yellow Pine gold district under one company, which should allow for the first systematic evaluation of gold potential of the district, unconstrained by artificial property boundaries," said Stephen Quin, President & CEO of Midas Gold. "Midas will be contributing the Hangar Flats and West End gold deposits, with its significant gold mineral resources, along with its extensive and highly prospective land holdings, to Midas Gold, while Vista is contributing Yellow Pine, the largest gold deposit in the district," he said.  "In addition, considerable exploration potential remains, with opportunities to expand all three known gold deposits along strike and to depth.  Further, there is potential to discover entirely new deposits, based on information contained within an extensive exploration database covering Midas' extensive land holdings in the district."

"We believe the combination of the Vista and Midas gold assets is the first step towards fully valuing our holdings in the Stibnite-Yellow Pine gold district," said Mike Richings, Executive Chairman & CEO of Vista.  "The combined holdings will create a company with sizeable gold deposits and district exploration potential.  Advancement of Yellow Pine and the Midas properties will be the sole focus of Midas Gold under the very capable leadership of Mr. Stephen Quin.  Vista has been successful with similar asset rationalization strategies in the past and we believe our shareholders will benefit from Vista's shareholding in Midas Gold and Midas Gold's focused exploration of these assets."

Combination Agreement

The reorganization of the ownership of the Stibnite-Yellow Pine district will be effected pursuant to the Combination Agreement among Midas, Midas Gold, Vista Gold U.S., Inc. ("Vista US") and Idaho Gold Resources, LLC ("Idaho Gold"), assuming a plan of share exchange (the "Plan of Share Exchange") is approved by the shareholders of Midas at a special meeting (the "Special Meeting") and all of the other conditions to the closing of the reorganization are satisfied or waived.  The purpose of the Special Meeting is to consider and approve a Plan of Share Exchange between Midas and Midas Gold pursuant to which Midas' outstanding shares of common shares (the "Midas Shares") and outstanding options (the "Midas Options"), other than Midas Shares held shareholders who validly exercise their dissenters' appraisal rights, will be exchanged for common shares and options of Midas Gold (the "Midas Gold Shares" and "Midas Gold Options", respectively), with the result that Midas will become a wholly-owned subsidiary of Midas Gold.

The Plan of Share Exchange is part of a broader, integrated transaction undertaken pursuant to the terms of 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:

  1. Vista US will: (a) organize Idaho Gold Holding Company as a wholly owned Idaho corporation ("Idaho Holdco"); (b) contribute its equity interests in Idaho Gold to Idaho Holdco; and (c) at closing, contribute all of the issued and outstanding shares of Idaho Holdco to Midas Gold as a capital contribution, in exchange for that number of Midas Gold Shares equal to, on a fully diluted basis, thirty-five percent (35%) of the Midas Gold Shares that are issued and outstanding at the time that the transactions specified in the Combination Agreement and the Plan of Exchange are completed;
  2. The shareholders of Midas, other than any validly dissenting shareholders, will contribute their Midas Shares to Midas Gold in exchange for that number of Midas Gold Shares equal to, on a fully diluted basis, sixty-five percent (65%) of the Midas Gold Shares that are issued and outstanding at the time that the transactions specified in the Combination Agreement and the Plan of Share Exchange are completed; and
  3. The holders of Midas Options will exchange their Midas Options for Midas Gold Options of like tenor. 

About the Golden Meadows Project

The Stibnite-Yellow Pine gold district lies at the intersection of major regional fault systems and lies on the margin of the western ring fractured margin of the Tertiary Thunder Mountain caldera complex.  Gold mineralization within the Golden Meadows Project appears to be related to an intrusion related, gold-rich system overprinted by a younger, epithermal gold system with increased silver and antimony.  Historic gold production from the district is estimated at approximately one million ounces, primarily from underground higher-grade gold-antimony production at Hangar Flats from 1925-38, open pit mining at Yellow Pine from 1938-52, and from heap leaching of oxide gold occurrences, including West End, Garnet Creek and Homestake, from 1974 to 1997.  The deeper sulphide gold potential has seen little modern exploration. The principal gold deposits identified to date within the Golden Meadows Project are Midas' Hangar Flats and West End deposits, and Vista's Yellow Pine deposit, all of which are associated with significant structural corridors.  In addition, numerous other gold targets have been identified, with potential for both shallow oxide mineralization and deeper sulphide potential.

The independent resource estimate for the Yellow Pine deposit was initially announced by Vista Gold on November 19, 2003, and the "Yellow Pine Project, Idaho, USA, Technical Report" was filed on SEDAR on December 12, 2003.  Vista Gold subsequently incorporated those mineral resources in the "Preliminary Assessment of the Yellow Pine Project, Yellow Pine, Idaho" filed on SEDAR on December 15, 2006.  Both documents are filed under Vista Gold's profile on SEDAR.

Since the filing of the 2006 preliminary assessment for Yellow Pine, there has been no drilling within the area of the mineral resource estimate for Yellow Pine.  As part of the combination of the Midas and Vista properties, Midas has retained SRK Consulting (US) Inc. ("SRK") to complete a new NI 43-101 compliant mineral resource estimate for the Yellow Pine deposit using similar technical parameters as those used for the Midas properties.  Given that Midas has recovered additional historic data, the different approaches to the estimation of mineral resources and current economic conditions used by SRK, combined with the lack of recent drilling at Yellow Pine, the mineral resource estimate for Yellow Pine may change.  Further, SRK is likely to require some additional confirmatory drilling at Yellow Pine before it can classify the deposit in the indicated or measured categories.  Therefore, following the combination, some or all of the mineral resources at Yellow Pine are expected to be reclassified into the inferred category until Midas Gold can complete the confirmatory drilling during the summer of 2011.  It is anticipated that SRK will complete its new mineral resource estimate for the Yellow Pine deposit by the end of March 2011. 

When and if the consolidation of the Midas and Vista Gold properties is completed, the development options and economic assumptions contained in Vista Gold's 2006 preliminary economic assessment should no longer be relied upon, given that the passage of time and the consolidation of the deposits in the district, will result in different assumptions and approaches to the economic considerations that will be used by Midas Gold.

As noted in the February 22, 2011 news release by Midas, all three deposits in the Stibnite-Yellow Pine gold district remain open to expansion, with opportunities to expand all three of the currently known gold deposits along strike and to depth.  Further, there is potential to discover entirely new deposits based on information contained within an extensive exploration database.

Compliance with National Instrument 43-101

The technical information in this news release has been prepared in accordance with Canadian regulatory requirements set out in National Instrument 43-101 and reviewed by Stephen P. Quin, P. Geo., President and CEO of Midas Gold, Inc.  The exploration activities at the West End deposit were carried out under the supervision of Christopher Dail, C.P.G., Qualified Person and Project Manager for the Golden Meadows Project.

For readers to fully understand the information in this news release, they should read the relevant Technical Reports in their entirety, including all qualifications, assumptions and exclusions that relate to the information set out in this news release which qualifies the Technical Information.  Readers are advised that mineral resources that are not mineral reserves do not have demonstrated economic viability.  The Technical Reports are each intended to be read as a whole, and sections should not be read or relied upon out of context.  The technical information in those reports is subject to the assumptions and qualifications contained in the Technical Reports. 

Mineral resources that are not mineral reserves do not have demonstrated economic viability.  Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution.  These mineral resource estimates include inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is also no certainty that these inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

The mineral resources at Golden Meadows are contained within areas that have seen historic disturbance resulting from prior mining activities.  In order for Midas to advance its interests at Golden Meadows, the project will be subject to a number of Federal, State and local laws and regulations and will require permit to conduct its activities.  However, Midas is not aware of any environmental, permitting, legal or other reasons that would prevent it from advancing the project at this time.

Forward-Looking Statements

This document may contain "forward-looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements").  These forward-looking statements are made as of the date of this document and Midas Gold, Inc. (the "Company") does not intend, and does not assume any obligation, to update these forward-looking statements.

Forward-looking statements relate to future events or future performance and reflect Company management's expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and plan to combine Vista's Yellow Pine deposit under the terms of the letter of intent, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage.  In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology.  By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.  Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of mineral resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities and the tax consequences of the proposed combination.  Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.  There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Cautionary Note - This press release and the mineral resource estimates referenced in this press release use the terms "Measured Mineral Resources", "Indicated Mineral Resources", "Measured & Indicated Mineral Resources" and "Inferred Mineral Resources." We advise you that while these terms are defined in and required by Canadian regulations, these terms are not defined terms under the U.S. Securities and Exchange Commission ("SEC") Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC.  "Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant "reserves" as in-place tonnage and grade without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.  Midas Gold is not an SEC registered company. 

SOURCE Midas Gold Inc.

For further information:

Investor Relationsat (509) 927-GOLD (4653)
Or e-mail Midas at info@midasgoldinc.com

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Midas Gold Inc.

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