Midway To Sell Its 30% Interest In Spring Valley

DENVER, CO - Midway Gold Corp. and Waterton Global Resource Management jointly reported that they have reached an agreement in principle through Midway's subsidiary, Midway Gold US Inc., to sell its 30% interest in the Spring Valley joint venture to a subsidiary of Waterton Precious Metals Fund II Cayman, LP. Waterton Precious Metals Fund II Cayman, LP has also announced that it will be acquiring the remaining 70 percent interest in the Spring Valley project from Barrick Gold Corporation's in a separate transaction.

Pursuant to a letter of intent, Midway and Waterton have agreed to negotiate in good faith and attempt to close the transaction for Midway's interest Spring Valley by December 15, 2015. Some of the relevant terms are as follows: The minimum purchase price will be US$25 million; Waterton acquires all of Midway's interest in the Spring Valley joint venture and any other interests in real property and mining claims located in Pershing County, Nevada; Waterton will acquire any proof of claim filed by Barrick against Midway and there shall be no recovery with respect to such claims; and Transaction is not subject to financing or additional due diligence.

Bill Zisch , President and CEO of Midway stated, "The closing of this transaction would realize significant value for Midway and its stakeholders and represents meaningful progress in Midway's ongoing reorganization."

"We are pleased to have reached an agreement in principle with Midway for their 30% in Spring Valley," stated Isser Elishis , CIO of Waterton. "With the completion of this transaction, and our acquisition of Barrick's 70% interest in Spring Valley, we look forward to moving quickly to advance the project and integrate the asset into Waterton's growing portfolio," continued Elishis.

The letter of intent does not constitute a binding commitment or obligation on either Midway or Waterton to proceed with the transaction. The agreement in principle is subject to the satisfaction of several conditions including, among other things, Waterton's acquisition of Barrick's interest in Spring Valley, negotiation and execution of definitive documentation, and entry of an order of the United States Bankruptcy Court for the District of Colorado approving the transaction. There is no assurance that these conditions will be satisfied.