Anti-Bribery and Anti-Corruption Policy

In keeping with its commitment to conducting business transparently, honestly and with integrity, Midas Gold will conduct its business in accordance with applicable laws, including Canadian and U.S. antibribery and anti-corruption laws. The AntiBribery and Anti-Corruption Policy applies to all directors, officers, employees, consultants and any other person acting on behalf of the Company. This policy defines bribery, which is the most common form of corruption and can be broadly defined as the offering, promising, giving, accepting or soliciting of an advantage as an inducement or reward for an action which is illegal or a breach of trust. Bribery and corruption take many forms and the policy outlines what is, and what is not permitted in this regard.

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Code of Conduct and Ethical Values Policy

This Policy is a statement of the key principles and expectations that guide the conduct of anyone who works for, or does business with, Midas Gold Corp. or any of our subsidiaries.

Our commitment to uphold the principles of ethical and honest business conduct is based on our values, which are fundamental to defining who we are as a company and how we behave.

Our values include compliance with health and safety regulations, dignity and respect at both the individual and corporate level, promoting sustainable growth and environmental responsibility, having a strong corporate social responsibility to the communities in which we invest, transparency through open and honest communication and accountability at all levels, and continuous improvement of operational practices.

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Whistleblower Policy

In keeping with its commitment to ensuring the highest standards of professional and ethical conduct in all activities, Midas Gold has adopted the Whistleblower Policy to provide an avenue whereby concerns regarding questionable business practices can be raised without fear of any discrimination, retaliation or harassment. This Policy outlines the types of concerns that can and should be reported and the mechanism by which employees, Directors, officers, consultants and stakeholders may report concerns that they may have with the Corporation and its activities.

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Disclosure and Confidentiality Policy

Midas Gold is committed to fairness. Disclosing information in the manner that is set out in the Disclosure and Confidentiality Policy enables the same information to be received by everyone at the same time, thereby facilitating a fair marketplace for existing and prospective shareholders. The policy discusses confidentiality, what constitutes material information and how and when this information should be disclosed, and by whom.

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Diversity Policy

This Policy sets forth the Corporation’s commitment and approach to achieving and maintaining diversity on its Board and in Executive Officer or Senior Management positions.

In this Policy, diversity refers to all the characteristics that make individuals different from each other. It includes, but is not limited to, characteristics such as gender, geographical representation, education, skills and experience, ethnicity, age and personal circumstances.

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Environmental Policy

Midas Gold is committed to maintaining sound environmental practices in all of its activities and to continuously improve the efficient use of resources, processes and materials. The Environmental Policy outlines the considerations that we will take in order to ensure that Midas Gold and its employees fulfil this commitment to make the environment a priority in everything we do.

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Health and Safety Policy

The health and safety of employees is fundamental to the operation of Midas Gold and we are committed to the identification, elimination or control of workplace hazards. The Health and Safety Policy provides a list of commitments that Midas Gold will adhere to in order to reach its goal of zero reportable lost time accidents or incidents. We want everyone to return home safely after every working day – a safe day, everyday.

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Insider Trading and Reporting Policy

Midas Gold is committed to complying with all applicable laws and regulations. The Insider Trading and Reporting Policy highlights the reporting obligations and trading restrictions imposed on insiders by relevant securities legislation. It discusses the implementation of blackout periods, trading prohibitions, as well as insider reporting requirements as determined by securities legislation. All employees and others with access to confidential information need to understand their legal obligations in respect of such information as set out in this policy.

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IT and IT Security Policy

The purpose of the Information Technology and Information Technology Security Policy is to regulate IT and IT security within the Corporation in order to meet business and operational requirements in the financial, legal, and accounting contexts. The Policy outlines the responsibilities and roles of various people within the Corporation in maintaining and protecting Midas Gold’s IT systems and its data in accordance with its obligations as a public company.

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Social Media Policy

This Social Media Policy is designed to guide employees, officers, directors and contractors of Midas Gold in making responsible decisions when creating, posting or otherwise contributing to blogs, social networks or other social media. Social media is treated by regulators in the same way as press releases and other more formal disclosure methods. The policy is not meant to discourage social media use, but does provide a list of do’s and don’ts when using social media that need to be followed and must be read in conjunction with the Midas Gold’s Code of Conduct and Ethical Values Policy as well as the Disclosure and Confidentiality Policy.

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Chairman’s And Lead Director’s Position Description

The Chairman of the Board of Directors (the “Board”) of Midas Gold Corp. (“Midas Gold” or the “Corporation”) is responsible for the management, development and effective performance of the Board, providing leadership to the Board for all aspects of its work, and otherwise ensuring that the Board carries out its responsibilities effectively, independently of management and in the long term best interests of the Company.

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CEO Position Description

The Chief Executive Officer (the “CEO”) is the most senior management officer of Midas Gold Corp. (“Midas Gold” or the “Corporation”)

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Compensation Committee Mandate

The overall purpose of the Compensation Committee (the “Committee”) of Midas Gold Corp. (“Midas Gold”) is to implement and oversee human resources and compensation policies approved by the Board of Directors (the “Board”) of the Corporation.

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Board Mandate

The Board of Directors (the “Board”) has a stewardship responsibility for the conduct of the business of Midas Gold Corp. (the “Corporation”) and the activities of management. Whereas management is responsible for the day-to-day conduct of the business, it is the role of the Board to provide oversight and direction regarding the Corporation’s strategic plan and long term goals.

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EH&S Committee Mandate

The overall purpose of the Environment, Health & Safety Committee (the “Committee”) of Midas Gold Corp. (“Midas Gold”) is to review and monitor…

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Corporate Governance and Nominating Committee Mandate

The overall purpose of the Corporate Governance and Nominating Committee (the “CG&N Committee”) of Midas Gold Corp. (“Midas Gold”) is to provide a focus on corporate governance that will enhance corporate performance, and to provide oversight, on behalf of the Board of Directors (the “Board”) and shareholders, that the corporate governance system is effective in the discharge of its obligations to Midas Gold’s stakeholders.

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Majority Voting Policy

In an election of directors, other than at a Contested Meeting, any director who receives a greater number of shares withheld than shares voted in favour of his or her election must immediately tender his or her resignation (the “Resignation”) to the Board of Directors of the Company (the “Board”).

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Advance Notice Policy

Midas Gold Corp. (the “Company”) is committed to: (i) facilitating an orderly and efficient process for holding annual general meetings and, when the need arises, special meetings of its shareholders; (ii) ensuring that all shareholders receive adequate advance notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote for directors of the Company after having been afforded reasonable time for appropriate deliberation.

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