Assets of Mining Company

Sale of assets of Midway Gold US Inc. which includes:

• Seller’s interest in the Project;
• the Leased Real Property described in Schedule 2.1(b);
• the Owned Mining Claims described in Schedule 2.1(c);
• the Water Rights described in Schedule 2.1(d);
• the Assigned Contracts described in Schedule 2.1(e);
• the Permits;
• the Tangible Property;
• the Intellectual Property set forth on Schedule 2.1(h);
• originals, or where not available, copies, of all Books and Records relating to the Business;
• all of the rights of Seller and, to the extent applicable, its Affiliates under warranties, indemnities and all similar rights against third parties the extent related to the Business;
• all insurance policies of Seller to the extent related to the Business;
• deposits, prepaids, retainers and similar amounts made to vendors in connection with the Business relating to or arising in connection with any of the Assigned Contracts (collectively, “Deposits”), except for any Deposits made to or with Aspen and any Bonding Collateral; and
• all Claims to the extent related to the Purchased Assets described in Section 2.1(a) through Section 2.1(l) or the Assumed Liabilities, but specifically excluding all Claims arising under chapter 5 of the Bankruptcy Code (i) against counterparties who are party to (or Affiliates of a party to) any Assigned Contract, (ii) otherwise arising under or related to the Purchased Assets, or (iii) against Buyer (or Buyer’s Affiliates); provided, that the Sellers retain the right to assert any such Claims as a defense or objection to proofs of claim asserted against any of the Sellers or their respective bankruptcy estates in the Chapter 11 Cases.