UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q



|                                              |  |                                                                                         
|--------------------------------------------- |  | ----------------------------------------------------------------------------------------
|x                                             |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended March 31, 2010
|OR                                           
|o                                             |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



|
|



Commission file number: 001-33894





[midway10q05172010001.jpg]



MIDWAY GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia98-0459178(State of other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)Unit 1
    - 15782 Marine DriveWhite Rock, British Columbia, Canada

White Rock, British Columbia, Canada V4B 1E6V4B 1E6(Address of principal executive offices)(Zip Code)




(604) 536-2711

(Registrants Telephone Number, including area code)





(Former name, former address and former fiscal year, if changed since last report)









Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    [midway10q05172010003.gif]  Yes  [midway10q05172010005.gif]  No



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [midway10q05172010007.gif]Yes  [midway10q05172010009.gif]  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of large accelerated filer and accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer   [midway10q05172010011.gif]        Accelerated filer    [midway10q05172010013.gif] Non-accelerated filer    [midway10q05172010015.gif]   Smaller Reporting Company [midway10q05172010017.gif]



Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [midway10q05172010019.gif]  Yes  [midway10q05172010021.gif]   No



Number of Shares outstanding at May 12, 2010      78,688,330



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TABLE OF CONTENTS



|                                    
|------------------------------------
|                                    
|                                    
|PART
      I - FINANCIAL INFORMATION
|ITEM1.                              
|ITEM2.                              
|                                    
|ITEM3.                              
|ITEM4.                              
|                                    
|PART
      II - OTHER INFORMATION   
|ITEM1.                              
|ITEM1A.                             
|ITEM2.                              
|ITEM3.                              
|ITEM4.                              
|ITEM5.                              
|ITEM6.                              
|                                    
|SIGNATURES                          



---



EXPLANATORY NOTE



All references to $ in this report mean the Canadian dollar.  All references to US$ refer to the U.S. dollar, and unless otherwise indicated all currency amounts in this report are stated in Canadian dollars.







































































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PART I
- FINANCIAL INFORMATION

Item 1.

Financial Statements.

MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED INTERIM BALANCE SHEETS

(Expressed in Canadian dollars)







|                                                |                                                   |            |                |            |                  
|----------------------------------------------- | ------------------------------------------------- | ---------- | -------------- | ---------- | -----------------
|                                                |                                                   |            | March 31, 2010 |            | December 31, 2009
|                                                |                                                   |            | (unaudited)    |            |                  
|Assets                                          |                                                   |            |                |           
|                                                |                                                   |            |                |            |                  
|Current assets:                                 |                                                   |            |                |           
|                                                | Cash and cash equivalents                         | $          | 1,111,525      | $          | 1,740,322        
|                                                | Amounts receivable (note 5)                       |            | 100,957        |            | 120,735          
|                                                | Prepaid expenses                                  |            | 92,560         |            | 14,088           
|                                                |                                                   |            | 1,305,042      |            | 1,875,145        
|Reclamation deposit (note 6)                    |                                                   | 270,598    |                | 279,126   
|Equipment (note 4)                              |                                                   | 84,730     |                | 86,985    
|Mineral properties (note 5)                     |                                                   | 49,632,031 |                | 49,251,838
|                                                |                                                   | $          | 51,292,401     | $          | 51,493,094       
|                                                |                                                   |            |                |            |                  
|Liabilities and stockholders' equity            |                                                   |            |                |           
|                                                |                                                   |            |                |            |                  
|Current liabilities                             |                                                   |            |                |           
|                                                | Accounts payable and accrued liabilities          | $          | 430,453        | $          | 403,018          
|                                                |                                                   |            |                |            |                  
|Future income tax liability                     |                                                   | 8,052,564  |                | 8,331,605 
|                                                |                                                   |            |                |            |                  
|Stockholders' equity (note 7)                   |                                                   |            |                |           
|                                                | Common stock authorized - unlimited, no par value |            |                |            |                  
|                                                | Issued - 77,354,997 (2009 - 77,354,997)           |            | 92,670,965     |            | 92,670,965       
|                                                | Share subscriptions                               |            | 432,104        |            | -                
|                                                | Additional paid in capital                        |            | 6,366,138      |            | 6,355,109        
|                                                | Deficit accumulated during the exploration stage  |            | (56,659,823)   |            | (56,267,603)     
|                                                |                                                   |            | 42,809,384     |            | 42,758,471       
|                                                |                                                   | $          | 51,292,401     | $          | 51,493,094       
|                                                |                                                   |            |                |            |                  
|Nature of operations and going concern (note 1) |                                                   |            |                |           
|Subsequent event (note 12)                      |                                                   |            |                |           



The accompanying notes are an integral part of these consolidated interim financial statements.



2



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MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(Expressed in Canadian dollars)  (unaudited)



|                                                   |                                             |            |                                   |            |                                   |            |                                                                  
|-------------------------------------------------- | ------------------------------------------- | ---------- | --------------------------------- | ---------- | --------------------------------- | ---------- | -----------------------------------------------------------------
|                                                   |                                             |            | Three months ended March 31, 2010 |            | Three months ended March 31, 2009 |            | Cumulative period from inception (May 14, 1996) to March 31, 2010
|                                                   |                                             |            |                                   |            |                                   |            |                                                                  
|Expenses                                           |                                             |            |                                   |            |                                   |           
|                                                   | Consulting (note 8)                         | $          | 22,500                            | $          | 24,668                            | $          | 646,689                                                          
|                                                   | Depreciation                                |            | 25,688                            |            | 32,617                            |            | 634,972                                                          
|                                                   | Gain on sale of subsidiary                  |            | -                                 |            | -                                 |            | (2,806,312)                                                      
|                                                   | Interest and bank charges                   |            | 1,624                             |            | 14,119                            |            | 887,707                                                          
|                                                   | Investor relations                          |            | 35,193                            |            | 18,872                            |            | 1,132,943                                                        
|                                                   | Legal, audit and accounting                 |            | 66,448                            |            | 30,056                            |            | 2,410,803                                                        
|                                                   | Management fees                             |            | -                                 |            | -                                 |            | 265,000                                                          
|                                                   | Management fees earned                      |            | (4,520)                           |            | (6,745)                           |            | (33,791)                                                         
|                                                   | Mineral exploration expenditures (Schedule) |            | 148,476                           |            | 265,929                           |            | 44,050,697                                                       
|                                                   | Mineral property interests written off      |            | -                                 |            | -                                 |            | 4,271,754                                                        
|                                                   | Office and administration (note 8)          |            | 42,645                            |            | 53,089                            |            | 1,345,385                                                        
|                                                   | Salaries and benefits                       |            | 233,142                           |            | 487,770                           |            | 7,879,112                                                        
|                                                   | Transfer agent and filing fees              |            | 34,851                            |            | 17,429                            |            | 519,627                                                          
|                                                   | Travel                                      |            | 47,748                            |            | 35,152                            |            | 826,394                                                          
|Operating loss                                     |                                             | 653,795    |                                   | 972,956    |                                   | 62,030,980
|                                                   |                                             |            |                                   |            |                                   |            |                                                                  
|Other income (expenses):                           |                                             |            |                                   |            |                                   |           
|                                                   | Foreign exchange gain (loss)                |            | 260,847                           |            | (245,624)                         |            | 926,217                                                          
|                                                   | Interest income                             |            | 668                               |            | 4,142                             |            | 843,540                                                          
|                                                   | Loss on sale of equipment                   |            | -                                 |            | (1,278)                           |            | (5,941)                                                          
|                                                   | Loss on sale of investments (note 3)        |            | -                                 |            | (14,747)                          |            | 44,077                                                           
|                                                   | Investment write down (note 3)              |            | -                                 |            | (27,770)                          |            | (722,225)                                                        
|                                                   | Other income                                |            | 60                                |            | 7,072                             |            | 87,281                                                           
|                                                   |                                             |            | 261,575                           |            | (278,205)                         |            | 1,172,949                                                        
|Net loss before income tax                         |                                             | 392,220    |                                   | 1,251,161  |                                   | 60,858,031
|                                                   | Income tax recovery                         |            | -                                 |            | 4,000                             |            | 4,198,208                                                        
|Net loss                                           | $                                           | 392,220    | $                                 | 1,247,161  | $                                 | 56,659,823
|Basic and diluted loss per share                   | $                                           | 0.01       | $                                 | 0.02       |                                   |           
|Weighted average number of shares
     outstanding |                                             | 77,354,997 |                                   | 64,821,664 |                                   |           



The accompanying notes are an integral part of these consolidated interim financial statements.









4



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MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Expressed in Canadian dollars)  (unaudited)

|                                                 |                                           |                                          |           |                                   |             |                                   |              |                                                                  
|------------------------------------------------ | ----------------------------------------- | ---------------------------------------- | --------- | --------------------------------- | ----------- | --------------------------------- | ------------ | -----------------------------------------------------------------
|                                                 |                                           |                                          |           | Three months ended March 31, 2010 |             | Three months ended March 31, 2009 |              | Cumulative period from inception (May 14, 1996) to March 31, 2010
|Cash provided by (used in):                      |                                           |                                          |           |                                   |             |                                  
|Operating activities:                            |                                           |                                          |           |                                   |             |                                  
|                                                 | Net loss                                  | $                                        | (392,220) | $                                 | (1,247,161) | $                                 | (56,659,823)
|                                                 | Items not involving cash:                 |                                          |           |                                   |             |                                   |             
|                                                 |                                           | Depreciation                             |           | 25,688                            |             | 32,617                            |              | 634,972                                                          
|                                                 |                                           | Stock-based compensation                 |           | 11,029                            |             | 393,870                           |              | 6,147,160                                                        
|                                                 |                                           | Unrealized foreign exchange (gain) loss  |           | (271,449)                         |             | 285,424                           |              | (1,131,424)                                                      
|                                                 |                                           | Unrealized loss on investment            |           | -                                 |             | 27,770                            |              | 722,225                                                          
|                                                 |                                           | Non-cash interest expense                |           | -                                 |             | -                                 |              | 234,765                                                          
|                                                 |                                           | Income tax recovery                      |           | -                                 |             | (4,000)                           |              | (4,198,208)                                                      
|                                                 |                                           | Gain on sale of subsidiary               |           | -                                 |             | -                                 |              | (2,806,312)                                                      
|                                                 |                                           | Loss on sale of equipment                |           | -                                 |             | 1,278                             |              | 5,941                                                            
|                                                 |                                           | Loss on sale of investments              |           | -                                 |             | 14,747                            |              | (44,077)                                                         
|                                                 |                                           | Write off of mineral property interests  |           | -                                 |             | -                                 |              | 4,271,754                                                        
|                                                 | Change in non-cash working capital items: |                                          |           |                                   |             |                                   |             
|                                                 |                                           | Amounts receivable                       |           | 19,778                            |             | (170,242)                         |              | (82,670)                                                         
|                                                 |                                           | Prepaid expenses                         |           | (78,472)                          |             | (79,961)                          |              | (112,602)                                                        
|                                                 |                                           | Accounts payable and accrued liabilities |           | 27,435                            |             | (20,414)                          |              | 525,458                                                          
|                                                 |                                           | Accrued interest payable                 |           | -                                 |             | 12,055                            |              | -                                                                
|                                                 |                                           |                                          |           | (658,211)                         |             | (754,017)                         |              | (52,492,841)                                                     
|                                                 |                                           |                                          |           |                                   |             |                                   |              |                                                                  
|Investments activities:                          |                                           |                                          |           |                                   |             |                                  
|                                                 | Proceeds on sale of subsidiary            |                                          | -         |                                   | -           |                                   | 254,366     
|                                                 | Proceeds on sale of equipment             |                                          | -         |                                   | 8,658       |                                   | 19,499      
|                                                 | Proceeds on sale of mineral property      |                                          | -         |                                   | -           |                                   | 233,459     
|                                                 | Proceeds on sale of investments           |                                          | -         |                                   | 133,078     |                                   | 321,852     
|                                                 | Mineral property acquisitions             |                                          | (380,193) |                                   | (347,947)   |                                   | (21,217,214)
|                                                 | Deferred acquisition costs                |                                          | -         |                                   | -           |                                   | (23,316)    
|                                                 | Purchase of equipment                     |                                          | (23,433)  |                                   | -           |                                   | (1,730,428) 
|                                                 | Reclamation deposit                       |                                          | 936       |                                   | 20,330      |                                   | (693,573)   
|                                                 |                                           |                                          |           | (402,690)                         |             | (185,881)                         |              | (22,835,355)                                                     
|                                                 |                                           |                                          |           |                                   |             |                                   |              |                                                                  
|Financing activities:                            |                                           |                                          |           |                                   |             |                                  
|                                                 | Advance from Red Emerald Ltd.             |                                          | -         |                                   | -           |                                   | 12,010,075  
|                                                 | Common stock issued, net of issue costs   |                                          | -         |                                   | -           |                                   | 57,672,937  
|                                                 | Share subscriptions, net of issue costs   |                                          | 432,104   |                                   | -           |                                   | 432,104     
|                                                 | Promissory note                           |                                          | -         |                                   | -           |                                   | 2,000,000   
|                                                 | Repayment of promissory note              |                                          | -         |                                   | -           |                                   | (2,000,000) 
|                                                 | Convertible debenture                     |                                          | -         |                                   | -           |                                   | 6,324,605   
|                                                 |                                           |                                          |           | 432,104                           |             | -                                 |              | 76,439,721                                                       
|Increase (decrease) in cash and cash equivalents |                                           | (628,797)                                |           | (939,898)                         |             | 1,111,525                        
|Cash and cash equivalents, beginning of period   |                                           | 1,740,322                                |           | 2,416,438                         |             | -                                
|Cash and cash equivalents, end of period         | $                                         | 1,111,525                                | $         | 1,476,540                         | $           | 1,111,525                        



The accompanying notes are an integral part of these consolidated interim financial statements.



6



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MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

(Expressed in Canadian dollars)  (unaudited)



|                                                        |                                      |         |                                   |           |                                  
|------------------------------------------------------- | ------------------------------------ | ------- | --------------------------------- | --------- | ---------------------------------
|                                                        |                                      |         | Three months ended March 31, 2010 |           | Three months ended March 31, 2009
|                                                        |                                      |         |                                   |           |                                  
|Net loss for the period before other comprehensive loss | $                                    | 392,220 | $                                 | 1,247,161
|                                                        | Unrealized loss on investment        |         | -                                 |           | 22,517                           
|                                                        | Investment write down                |         | -                                 |           | (7,770)                          
|                                                        | Realized loss on sale of investments |         | -                                 |           | (14,747)                         
|Comprehensive loss                                      | $                                    | 392,220 | $                                 | 1,247,161

















The accompanying notes are an integral part of these consolidated interim financial statements.



7



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MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Expressed in Canadian dollars)  (unaudited)





|                                                   |                                          |                  |              |                     |                            |                                        |                                                  |                           
|-------------------------------------------------- | ---------------------------------------- | ---------------- | ------------ | ------------------- | -------------------------- | -------------------------------------- | ------------------------------------------------ | --------------------------
|                                                   |                                          | Number of shares | Common stock | Share subscriptions | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit during the exploration stage | Total stockholders' equity
|Balance, May 14, 1996 (date of inception)          | -                                        | $             -  | $      -     | $         -         | $        -                 | $               -                      | $            -                                  
|Shares issued:                                     |                                          |                  |              |                     |                            |                                        |                                                 
|                                                   | Private placements                       | 700,000          | 168,722      | -                   | -                          | -                                      | -                                                | 168,722                   
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (114,800)                              | (114,800)                                       
|Balance, December 31, 1996                         | 700,000                                  | 168,722          | -            | -                   | -                          | (114,800)                              | 53,922                                          
|Shares issued:                                     |                                          |                  |              |                     |                            |                                        |                                                 
|                                                   | Initial public offering                  | 2,025,000        | 590,570      | -                   | -                          | -                                      | -                                                | 590,570                   
|                                                   | Principal shares                         | 750,000          | 7,500        | -                   | -                          | -                                      | -                                                | 7,500                     
|                                                   | Private placement                        | 1,000,000        | 1,932,554    | -                   | 321,239                    | -                                      | -                                                | 2,253,793                 
|                                                   | Exercise of share purchase warrants      | 1,000,000        | 2,803,205    | -                   | -                          | -                                      | -                                                | 2,803,205                 
|                                                   | Acquisition of mineral property interest | 1,000,000        | 2,065,500    | -                   | -                          | -                                      | -                                                | 2,065,500                 
|                                                   | Finders fee                              | 150,000          | 309,825      | -                   | -                          | -                                      | -                                                | 309,825                   
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (2,027,672)                            | (2,027,672)                                     
|Balance, December 31, 1997                         | 6,625,000                                | 7,877,876        | -            | 321,239             | -                          | (2,142,472)                            | 6,056,643                                       
|Shares issued:                                     |                                          |                  |              |                     |                            |                                        |                                                 
|                                                   | Exercise of share purchase warrants      | 100,000          | 332,124      | -                   | (32,124)                   | -                                      | -                                                | 300,000                   
|                                                   | Acquisition of mineral property interest | 200,000          | 246,000      | -                   | -                          | -                                      | -                                                | 246,000                   
|                                                   | Finders fee                              | 150,000          | 224,250      | -                   | -                          | -                                      | -                                                | 224,250                   
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (1,943,674)                            | (1,943,674)                                     
|Balance, December 31, 1998                         | 7,075,000                                | 8,680,250        | -            | 289,115             | -                          | (4,086,146)                            | 4,883,219                                       
|Consolidation of shares on a two for one new basis | (3,537,500)                              | -                | -            | -                   | -                          | -                                      | -                                               
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (2,378,063)                            | (2,378,063)                                     
|Balance, December 31, 1999                         | 3,537,500                                | 8,680,250        | -            | 289,115             | -                          | (6,464,209)                            | 2,505,156                                       
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (4,718,044)                            | (4,718,044)                                     
|Balance, December 31, 2000                         | 3,537,500                                | 8,680,250        | -            | 289,115             | -                          | (11,182,253)                           | (2,212,888)                                     
|Net earnings                                       | -                                        | -                | -            | -                   | -                          | 2,427,256                              | 2,427,256                                       
|Balance, December 31, 2001                         | 3,537,500                                | 8,680,250        | -            | 289,115             | -                          | (8,754,997)                            | 214,368                                         
|Shares issued:                                     |                                          |                  |              |                     |                            |                                        |                                                 
|                                                   | Private placement                        | 4,824,500        | 2,133,786    | -                   | 246,839                    | -                                      | -                                                | 2,380,625                 
|                                                   | Exercise of share purchase warrants      | 4,028,000        | 1,007,000    | -                   | -                          | -                                      | -                                                | 1,007,000                 
|                                                   | Exercise of stock options                | 32,000           | 12,800       | -                   | -                          | -                                      | -                                                | 12,800                    
|                                                   | Financing shares issued                  | 31,250           | 35,000       | -                   | -                          | -                                      | -                                                | 35,000                    
|                                                   | Acquisition of mineral property interest | 4,500,000        | 3,600,000    | -                   | -                          | -                                      | -                                                | 3,600,000                 
|                                                   | Share issue costs                        | -                | (544,260)    | -                   | -                          | -                                      | -                                                | (544,260)                 
|Stock based compensation                           | -                                        | -                | -            | 27,000              | -                          | -                                      | 27,000                                          
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (1,657,651)                            | (1,657,651)                                     
|Balance, December 31, 2002                         | 16,953,250                               | 14,924,576       | -            | 562,954             | -                          | (10,412,648)                           | 5,074,882                                       
|Shares issued:                                     |                                          |                  |              |                     |                            |                                        |                                                 
|                                                   | Private placement                        | 700,000          | 638,838      | -                   | 201,162                    | -                                      | -                                                | 840,000                   
|                                                   | Exercise of share purchase warrants      | 294,500          | 73,625       | -                   | -                          | -                                      | -                                                | 73,625                    
|                                                   | Share issue costs                        | -                | (19,932)     | -                   | -                          | -                                      | -                                                | (19,932)                  
|Stock based compensation                           | -                                        | -                | -            | 531,000             | -                          | -                                      | 531,000                                         
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (1,352,679)                            | (1,352,679)                                     
|Balance, December 31, 2003                         | 17,947,750                               | 15,617,107       | -            | 1,295,116           | -                          | (11,765,327)                           | 5,146,896                                       
|Shares issued:                                     |                                          |                  |              |                     |                            |                                        |                                                 
|                                                   | Private placement                        | 2,234,400        | 2,122,269    | -                   | 175,407                    | -                                      | -                                                | 2,297,676                 
|                                                   | Exercise of share purchase warrants      | 213,500          | 300,892      | -                   | (46,267)                   | -                                      | -                                                | 254,625                   
|                                                   | Exercise of stock options                | 250,000          | 157,000      | -                   | (27,000)                   | -                                      | -                                                | 130,000                   
|                                                   | Share issue costs                        | -                | (183,512)    | -                   | -                          | -                                      | -                                                | (183,512)                 
|Stock based compensation                           | -                                        | -                | -            | 941,478             | -                          | -                                      | 941,478                                         
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (2,994,702)                            | (2,994,702)                                     
|Balance, December 31, 2004                         | 20,645,650                               | 18,013,756       | -            | 2,338,734           | -                          | (14,760,029)                           | 5,592,461                                       
|                                                   | Private placement                        | 4,075,800        | 3,266,095    | -                   | 773,335                    | -                                      | -                                                | 4,039,430                 
|                                                   | Exercise of stock options                | 165,500          | 124,364      | -                   | (31,964)                   | -                                      | -                                                | 92,400                    
|                                                   | Exercise of share purchase warrants      | 1,743,000        | 1,543,844    | -                   | (4,844)                    | -                                      | -                                                | 1,539,000                 
|                                                   | Share issue costs                        | -                | -            | -                   | -                          | -                                      | -                                                | -                         
|Stock based compensation                           | -                                        | (184,660)        | -            | 488,075             | -                          | -                                      | 303,415                                         
|Net loss                                           | -                                        | -                | -            | -                   | -                          | (4,402,715)                            | (4,402,715)                                     
|Balance, December 31, 2005, carried forward        | 26,629,950                               | 22,763,399       | -            | 3,563,336           | -                          | (19,162,744)                           | 7,163,991                                       







The accompanying notes are an integral part
of these consolidated interim financial statements.



8



---





MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Expressed in Canadian dollars)  (unaudited)



|                                                                            |                                          |                  |              |                     |                            |                                        |                                                  |                           
|--------------------------------------------------------------------------- | ---------------------------------------- | ---------------- | ------------ | ------------------- | -------------------------- | -------------------------------------- | ------------------------------------------------ | --------------------------
|                                                                            |                                          | Number of shares | Common stock | Share subscriptions | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit during the exploration stage | Total stockholders' equity
|Balance, December 31, 2005, brought forward                                 | 26,629,950                               | 22,763,399       | -            | 3,563,336           | -                          | (19,162,744)                           | 7,163,991                                       
|Shares issued:                                                              |                                          |                  |              |                     |                            |                                        |                                                 
|                                                                            | Private placements                       | 5,725,000        | 10,760,355   | -                   | 944,645                    | -                                      | -                                                | 11,705,000                
|                                                                            | Exercise of stock options                | 306,000          | 325,530      | -                   | (111,330)                  | -                                      | -                                                | 214,200                   
|                                                                            | Exercise of share purchase warrants      | 3,227,000        | 4,182,991    | -                   | (768,491)                  | -                                      | -                                                | 3,414,500                 
|                                                                            | Acquisition of mineral property interest | 40,000           | 88,000       | -                   | -                          | -                                      | -                                                | 88,000                    
|                                                                            | Share issue costs                        | -                | (248,512)    | -                   | -                          | -                                      | -                                                | (248,512)                 
|Stock based compensation                                                    | -                                        | -                | -            | 992,400             | -                          | -                                      | 992,400                                         
|Net loss                                                                    | -                                        | -                | -            | -                   | -                          | (7,241,228)                            | (7,241,228)                                     
|Balance, December 31, 2006                                                  | 35,927,950                               | 37,871,763       | -            | 4,620,560           | -                          | (26,403,972)                           | 16,088,351                                      
|Shares issued:                                                              |                                          |                  |              |                     |                            |                                        |                                                 
|                                                                            | Private placement                        | 2,000,000        | 5,400,000    | -                   | -                          | -                                      | -                                                | 5,400,000                 
|                                                                            | Pan-Nevada acquisition                   | 7,764,109        | 25,000,431   | -                   | 2,028,074                  | -                                      | -                                                | 27,028,505                
|                                                                            | Exercise of stock options                | 595,000          | 1,485,415    | -                   | (694,515)                  | -                                      | -                                                | 790,900                   
|                                                                            | Exercise of share purchase warrants      | 3,395,605        | 10,777,930   | -                   | (2,081,407)                | -                                      | -                                                | 8,696,523                 
|                                                                            | Share issue costs                        | -                | (28,000)     | -                   | -                          | -                                      | -                                                | (28,000)                  
|Stock based compensation                                                    | -                                        | -                | -            | 1,502,912           | -                          | -                                      | 1,502,912                                       
|Unrealized loss on investment                                               | -                                        | -                | -            | -                   | (120,000)                  | -                                      | (120,000)                                       
|Adjustment of future income tax liability to mineral properties (note 2(p)) | -                                        | -                | -            | -                   | -                          | (389,955)                              | (389,955)                                       
|Net loss                                                                    | -                                        | -                | -            | -                   | -                          | (10,666,106)                           | (10,666,106)                                    
|Balance, December 31, 2007                                                  | 49,682,664                               | 80,507,539       | -            | 5,375,624           | (120,000)                  | (37,460,033)                           | 48,303,130                                      
|Shares issued:                                                              |                                          |                  |              |                     |                            |                                        |                                                 
|                                                                            | Private placement                        | 14,521,500       | 6,174,441    | -                   | 956,509                    | -                                      | -                                                | 7,130,950                 
|                                                                            | Acquisition of mineral property interest | 30,000           | 88,500       | -                   | -                          | -                                      | -                                                | 88,500                    
|                                                                            | Exercise of stock options                | 479,000          | 1,186,462    | -                   | (453,212)                  | -                                      | -                                                | 733,250                   
|                                                                            | Exercise of share purchase warrants      | 108,500          | 364,404      | -                   | (209,405)                  | -                                      | -                                                | 154,999                   
|                                                                            | Share issue costs                        | -                | (139,705)    | -                   | -                          | -                                      | -                                                | (139,705)                 
|Stock based compensation                                                    | -                                        | -                | -            | 501,028             | -                          | -                                      | 501,028                                         
|Unrealized loss on investments                                              | -                                        | -                | -            | -                   | (502,225)                  | -                                      | (502,225)                                       
|Investment write-down                                                       | -                                        | -                | -            | -                   | 622,225                    | -                                      | 622,225                                         
|Net loss                                                                    | -                                        | -                | -            | -                   | -                          | (16,165,394)                           | (16,165,394)                                    
|Balance, December 31, 2008                                                  | 64,821,664                               | 88,181,641       | -            | 6,170,544           | -                          | (53,625,427)                           | 40,726,758                                      
|Shares issued:                                                              |                                          |                  |              |                     |                            |                                        |                                                 
|                                                                            | Exercise of stock options                | 33,333           | 32,815       | -                   | (11,164)                   | -                                      | -                                                | 21,651                    
|                                                                            | Exercise of share purchase warrants      | 12,500,000       | 4,456,509    | -                   | (956,509)                  | -                                      | -                                                | 3,500,000                 
|Stock based compensation                                                    | -                                        | -                | -            | 1,152,238           | -                          | -                                      | 1,152,238                                       
|Unrealized (gain) loss on investment                                        | -                                        | -                | -            | -                   | 53,850                     | -                                      | 53,850                                          
|Realized gain on sale of investments                                        | -                                        | -                | -            | -                   | (53,850)                   | -                                      | (53,850)                                        
|Net loss                                                                    | -                                        | -                | -            | -                   | -                          | (2,642,176)                            | (2,642,176)                                     
|Balance, December 31, 2009                                                  | 77,354,997                               | 92,670,965       | $       -    | $ 6,355,109         | $           -              | (56,267,603)                           | $ 42,758,471                                    
|Shares issued:                                                              |                                          |                  |              |                     |                            |                                        |                                                 
|                                                                            | Share subscriptions                      | -                | -            | 456,000             | -                          | -                                      | -                                                | 456,000                   
|                                                                            | Share issue costs                        | -                | -            | (23,896)            | -                          | -                                      | -                                                | (23,896)                  
|Stock based compensation                                                    | -                                        | -                | -            | 11,029              | -                          | -                                      | 11,029                                          
|Net loss                                                                    |                                          | -                | -            | -                   | -                          | -                                      | (392,220)                                        | (392,220)                 
|Balance, March 31, 2010                                                     | 77,354,997                               | 92,670,965       | 432,104      | $ 6,366,138         | $           -              | (56,659,823)                           | $ 42,809,384                                    





The accompanying notes are an integral part of these consolidated interim financial statements.



9



---







MIDWAY GOLD CORP.

(An exploration stage company)

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES

(Expressed in Canadian dollars)  (unaudited)



|                                                      |                                          |          |                                    |                                    |                                                                  
|----------------------------------------------------- | ---------------------------------------- | -------- | ---------------------------------- | ---------------------------------- | -----------------------------------------------------------------
|                                                      |                                          |          | Three months ended March
 31, 2010 | Three months ended March
 31, 2009 | Cumulative period from inception (May 14, 1996) to March 31, 2010
|Exploration costs incurred are summarized as follows: |                                          |         
|Midway project                                        |                                          |          |                                   
|                                                      | Assays and analysis                      | (12,412) | $               21,386             | $                  316,043        
|                                                      | Communication                            | -        | -                                  | 9,513                             
|                                                      | Drilling                                 | 9,800    | -                                  | 2,053,981                         
|                                                      | Engineering and consulting               | 41,424   | 8,058                              | 4,136,534                         
|                                                      | Environmental                            | 5,152    | -                                  | 231,548                           
|                                                      | Field office and supplies                | 4,213    | 7,796                              | 229,362                           
|                                                      | Legal                                    | -        | 6,489                              | 111,689                           
|                                                      | Property maintenance and taxes           | 42       | 7,005                              | 410,533                           
|                                                      | Reclamation costs                        | 24       | 1,691                              | 26,807                            
|                                                      | Reproduction and drafting                | -        | -                                  | 20,803                            
|                                                      | Salaries and labour                      | 28,176   | 27,997                             | 614,829                           
|                                                      | Travel, transportation and accommodation | 6,268    | 6,980                              | 398,938                           
|                                                      |                                          |          | 82,687                             | 87,402                             | 8,560,580                                                        
|Spring Valley project                                 |                                          |          |                                   
|                                                      | Assays and analysis                      | -        | -                                  | 3,329,900                         
|                                                      | Communication                            | -        | -                                  | 10,307                            
|                                                      | Drilling                                 | -        | 453                                | 10,261,359                        
|                                                      | Engineering and consulting               | 1,307    | 2,396                              | 2,379,972                         
|                                                      | Environmental                            | -        | -                                  | 300,445                           
|                                                      | Equipment rental                         | -        | -                                  | 64,651                            
|                                                      | Field office and supplies                | 144      | 1,534                              | 548,350                           
|                                                      | Legal                                    | -        | 35,349                             | 355,793                           
|                                                      | Operator fee                             | -        | -                                  | 108,339                           
|                                                      | Property maintenance and taxes           | -        | 41                                 | 477,861                           
|                                                      | Reclamation costs                        | -        | 641                                | 30,611                            
|                                                      | Reproduction and drafting                | -        | -                                  | 29,724                            
|                                                      | Salaries and labour                      | 3,183    | 50,882                             | 1,225,268                         
|                                                      | Travel, transportation and accommodation | -        | 3,929                              | 847,778                           
|                                                      |                                          |          | 4,634                              | 95,225                             | 19,970,358                                                       
|Pan project                                           |                                          |          |                                   
|                                                      | Assays and analysis                      | 23,791   | -                                  | 598,158                           
|                                                      | Drilling                                 | -        | -                                  | 1,250,540                         
|                                                      | Engineering and consulting               | 9,674    | 9,722                              | 397,269                           
|                                                      | Environmental                            | 4,036    | -                                  | 18,896                            
|                                                      | Field office and supplies                | 1,663    | 1,501                              | 84,006                            
|                                                      | Legal                                    | -        | 578                                | 9,943                             
|                                                      | Property maintenance and taxes           | 82       | -                                  | 291,927                           
|                                                      | Reclamation costs                        | -        | -                                  | 67,563                            
|                                                      | Reproduction and drafting                | -        | -                                  | 5,738                             
|                                                      | Salaries and labour                      | 6,187    | 53,189                             | 760,884                           
|                                                      | Travel, transportation and accommodation | 2,306    | -                                  | 141,609                           
|                                                      |                                          |          | 47,739                             | 64,990                             | 3,626,533                                                        
|                                                      | Sub-total balance carried forward        | 135,060  | 247,617                            | 32,157,471                        





The accompanying notes are an integral part of these consolidated interim financial statements.



10



---





MIDWAY GOLD CORP.

(An exploration stage company)

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES -
CONTINUED

(Expressed in Canadian dollars)  (unaudited)





|                         |                                          |         |                                    |                                    |                                                                  
|------------------------ | ---------------------------------------- | ------- | ---------------------------------- | ---------------------------------- | -----------------------------------------------------------------
|                         |                                          |         | Three months ended March
 31, 2010 | Three months ended March
 31, 2009 | Cumulative period from inception (May 14, 1996) to March 31, 2010
|                         |                                          |         |                                    |                                    |                                                                  
|                         | Sub-total balance brought forward        | 135,060 | 247,617                            | 32,157,471                        
|Burnt Canyon project     |                                          |         |                                   
|                         | Assays and analysis                      | -       | -                                  | 21,921                            
|                         | Engineering and consulting               | -       | -                                  | 24,736                            
|                         | Environmental                            | -       | -                                  | 462                               
|                         | Field office and supplies                | -       | 80                                 | 1,658                             
|                         | Legal                                    | -       | 614                                | 2,828                             
|                         | Property maintenance and taxes           | -       | -                                  | 35,781                            
|                         | Reproduction and drafting                | -       | -                                  | 5,036                             
|                         | Salaries and labour                      | -       | -                                  | 2,923                             
|                         | Travel, transportation and accommodation | -       | -                                  | 4,142                             
|                         |                                          |         | -                                  | 694                                | 99,487                                                           
|Gold Rock project        |                                          |         |                                   
|                         | Assays and analysis                      | -       | -                                  | 26,130                            
|                         | Drilling                                 | -       | -                                  | 106,901                           
|                         | Engineering and consulting               | 2,262   | -                                  | 117,137                           
|                         | Environmental                            | 359     | -                                  | 893                               
|                         | Field office and supplies                | 447     | 80                                 | 22,289                            
|                         | Legal                                    | -       | -                                  | 11,745                            
|                         | Property maintenance and taxes           | 27      | -                                  | 232,669                           
|                         | Reclamation costs                        | -       | 395                                | 738                               
|                         | Reproduction and drafting                | -       | -                                  | 339                               
|                         | Salaries and labour                      | 199     | -                                  | 38,319                            
|                         | Travel, transportation and accommodation | 197     | -                                  | 20,096                            
|                         |                                          |         | 3,491                              | 475                                | 577,256                                                          
|Golden Eagle project     |                                          |         |                                   
|                         | Assays and analysis                      | -       | 1,223                              | 21,690                            
|                         | Drilling                                 |         |                                    | 3,638                             
|                         | Engineering and consulting               | 7,426   | 5,746                              | 148,561                           
|                         | Field office and supplies                | (84)    | 271                                | 1,803                             
|                         | Legal                                    | -       | 578                                | 19,569                            
|                         | Property maintenance and taxes           | -       | 1,844                              | 2,362                             
|                         | Salaries and labour                      | 319     |                                    | 381                               
|                         | Travel, transportation and accommodation | -       | 1,978                              | 14,778                            
|                         |                                          |         | 7,661                              | 11,640                             | 212,782                                                          
|Thunder Mountain project |                                          |         |                                   
|                         | Assays and analysis                      | -       | -                                  | 14,568                            
|                         | Drilling                                 | -       | -                                  | 77,956                            
|                         | Engineering and consulting               | -       | -                                  | 706                               
|                         | Environmental                            | -       | -                                  | 1,717                             
|                         | Field office and supplies                | -       | -                                  | 1,041                             
|                         | Property maintenance and taxes           | -       | -                                  | 16,248                            
|                         | Reclamation costs                        | -       | -                                  | (578)                             
|                         | Salaries and labour                      | -       | -                                  | 2,047                             
|                         | Travel, transportation and accommodation | -       | -                                  | 55                                
|                         |                                          |         | -                                  | -                                  | 113,760                                                          
|                         | Sub-total balance carried forward        | 146,212 | 260,426                            | 33,160,756                        
|                         |                                          |         |                                    |                                    |                                                                  



The accompanying notes are an integral part of these consolidated interim financial statements.



11



---





MIDWAY GOLD CORP.

(An exploration stage company)

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES - CONTINUED

(Expressed in Canadian dollars)  (unaudited)



|                                |                                          |         |                                    |                                    |                                                                  
|------------------------------- | ---------------------------------------- | ------- | ---------------------------------- | ---------------------------------- | -----------------------------------------------------------------
|                                |                                          |         |                                    |                                    |                                                                  
|                                |                                          |         | Three months ended March
 31, 2010 | Three months ended March
 31, 2009 | Cumulative period from inception (May 14, 1996) to March 31, 2010
|                                | Sub-total balance brought forward        | 146,212 | 260,426                            | 33,160,756                        
|Maggie Creek project            |                                          |         |                                   
|                                | Environmental                            | -       | -                                  | 197                               
|                                | Field office and supplies                | -       | -                                  | 4,630                             
|                                | Legal                                    | -       | -                                  | 461                               
|                                | Property maintenance and taxes           | -       | -                                  | 14,275                            
|                                |                                          |         | -                                  | -                                  | 19,563                                                           
|Roberts Creek project           |                                          |         |                                   
|                                | Assays and analysis                      | -       | -                                  | 20,255                            
|                                | Communication                            | -       | -                                  | 10,034                            
|                                | Drilling                                 | -       | -                                  | 72,177                            
|                                | Engineering and consulting               | -       | -                                  | 30,147                            
|                                | Environmental                            | -       | -                                  | 4,665                             
|                                | Field office and supplies                | -       | -                                  | 5,169                             
|                                | Legal                                    | -       | 4,290                              | 7,641                             
|                                | Property maintenance and taxes           | -       | -                                  | 71,584                            
|                                | Reclamation costs                        | -       | 539                                | 6,027                             
|                                | Salaries and labour                      | -       | -                                  | 19,203                            
|                                | Travel, transportation and accommodation | -       | -                                  | 9,089                             
|                                |                                          |         | -                                  | 4,829                              | 255,991                                                          
|Pioche/Mineral Mountain project |                                          |         |                                   
|                                | Acquisition costs and option payments    | -       | -                                  | 40,340                            
|                                | Assays and analysis                      | -       | -                                  | 13,037                            
|                                | Drilling                                 | -       | -                                  | 232,205                           
|                                | Engineering and consulting               | -       | -                                  | 38,212                            
|                                | Field office and supplies                | -       | -                                  | 16,236                            
|                                | Property maintenance and taxes           | -       | -                                  | 49,750                            
|                                | Reclamation costs                        | -       | -                                  | 32,683                            
|                                | Travel, transportation and accommodation | -       | -                                  | 21,124                            
|                                |                                          |         | -                                  | -                                  | 443,587                                                          
|Black Prince project            |                                          |         |                                   
|                                | Communication                            | -       | -                                  | 938                               
|                                | Drilling                                 | -       | -                                  | 77,167                            
|                                | Engineering and consulting               | -       | -                                  | 78,698                            
|                                | Equipment rental                         | -       | -                                  | 10,800                            
|                                | Field office and supplies                | -       | -                                  | 3,397                             
|                                | Geological and geophysical               | -       | -                                  | 63,481                            
|                                | Legal and accounting                     | -       | -                                  | 1,163                             
|                                | Property maintenance and taxes           | -       | -                                  | 13,249                            
|                                | Reproduction and drafting                | -       | -                                  | 1,179                             
|                                | Travel, transportation and accommodation | -       | -                                  | 7,255                             
|                                | Recoveries                               | -       | -                                  | (40,000)                          
|                                |                                          |         | -                                  | -                                  | 217,327                                                          
|                                | Sub-total balance carried forward        | 146,212 | 265,255                            | 34,097,224                        



The accompanying notes are an integral part of these consolidated interim financial statements.



12



---





MIDWAY GOLD CORP.

(An exploration stage company)

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES - CONTINUED

(Expressed in Canadian dollars)  (unaudited)



|                                         |                |                                    |                                    |                                                                  
|---------------------------------------- | -------------- | ---------------------------------- | ---------------------------------- | -----------------------------------------------------------------
|                                         |                | Three months ended March
 31, 2010 | Three months ended March
 31, 2009 | Cumulative period from inception (May 14, 1996) to March 31, 2010
|                                         |                |                                    |                                    |                                                                  
|Sub-total balance brought forward        | 146,212        | 265,255                            | 34,097,224                        
|                                         |                |                                    |                                    |                                                                  
|Assays and analysis                      | -              | -                                  | 20,499                            
|Communication                            | -              | -                                  | 108,762                           
|Drilling                                 | -              | -                                  | 467,372                           
|Engineering and consulting               | -              | -                                  | 3,120,317                         
|Equipment rental                         | -              | -                                  | 337,577                           
|Field office and supplies                | -              | -                                  | 277,119                           
|Foreign exchange gain                    | -              | -                                  | (38,134)                          
|Freight                                  | -              | -                                  | 234,956                           
|Interest on convertible loans            | -              | -                                  | 1,288,897                         
|Legal and accounting                     | -              | -                                  | 453,269                           
|Marketing                                | -              | -                                  | 91,917                            
|Mining costs                             | -              | -                                  | 693,985                           
|Processing and laboratory supplies       | -              | -                                  | 941,335                           
|Property maintenance and taxes           | -              | -                                  | 298,752                           
|Security                                 | -              | -                                  | 350,584                           
|Travel, transportation and accommodation | -              | -                                  | 392,031                           
|Utilities and water                      | -              | -                                  | 59,425                            
|                                         |                | -                                  | -                                  | 9,098,663                                                        
|                                         |                |                                    |                                    |                                                                  
|Assays and analysis                      | 1,714          | 45                                 | 173,673                           
|Drilling                                 | -              | -                                  | 169,129                           
|Engineering and consulting               | -              | -                                  | 210,183                           
|Environmental                            | -              | -                                  | 22,761                            
|Field office and supplies                | 501            | -                                  | 19,991                            
|Legal                                    | -              | -                                  | 10,952                            
|Property maintenance and taxes           | -              | -                                  | 123,230                           
|Reclamation costs                        | -              | 51                                 | 2,813                             
|Reproduction and drafting                | -              | -                                  | 4,942                             
|Salaries and labour                      | -              | -                                  | 3,674                             
|Travel, transportation and accommodation | 49             | 578                                | 113,462                           
|                                         |                | 2,264                              | 674                                | 854,810                                                          
|                                         |                |                                    |                                    |                                                                  
|                                         |                | $          148,476                 | $             265,929              | $             44,050,697                                         
|                                         |                |                                    |                                    |                                                                  
|                                         |                |                                    |                                    |                                                                  
|                                         |                |                                    |                                    |                                                                  
|                                         | Proof from P&L | 148,476                            | 265,929                            | 44,050,697                                                       
|                                         |                | -                                  | -                                  | -                                                                







The accompanying notes are an integral part of these consolidated interim financial statements.



13



---





1.

Nature of operations and going concern



Midway Gold Corp. (the Company or Midway) was incorporated on May 14, 1996 under the laws of the Province of British Columbia and its principal business activities are the acquisition, exploration and development of mineral properties.



The Company is in the process of exploring and developing its mineral properties and has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves in its mineral properties, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Companys interest in the underlying mineral claims and upon future profitable production from, or proceeds from the disposition of, its mineral properties.



The Company has not generated revenues from operations.  These consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations.    The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Companys interests in the underlying properties, the attainment of profitable operations and/or realizing proceeds from the sale of one or more of the properties. As at March 31, 2010, the Company had cash and cash equivalents of $1,111,525, working capital of $874,589 and has accumulated losses of $56,659,823 since inception.



Management anticipates that the minimum cash requirements to fund its 2010 proposed exploration program and continued operations over the next twelve months will exceed the amount of cash on hand at March 31, 2010. Accordingly, the Company does not have sufficient funds to meet planned expenditures during this fiscal year, and will need to seek additional debt or equity financing to meet its planned expenditures. The Company raised $800,000 from an equity issue on April 12, 2010 (note 13). The Company has filed a shelf-registration in the United States and Canada pursuant to which the Company subsequently intends to conduct additional equity offerings in 2010. There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures.  These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



2.

Significant accounting policies and change in accounting policy

These consolidated interim financial statements for the Company have been prepared in accordance with United States generally accepted accounting principles (US GAAP).  They do not include all of the information and disclosures required by US GAAP for annual financial statements.  In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements.   The interim consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements including the notes thereto for the year ended December 31, 2009 which may be found on the Companys profile on SEDAR and EDGAR.

The accounting policies followed by the Company are set out in note 2 to the audited consolidated financial statements for the year ended December 31, 2009 and have been consistently followed in the preparation of these consolidated interim financial statements, except as follows:



Recently adopted accounting policies



In June 2009, the Financial Accounting Standards Board (FASB) issued new accounting standards to address the elimination of the concept of a qualifying special purpose entity which also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, this standard provides more timely and useful information about an enterprises involvement with a variable interest
entity. The new standard became effective for the Companys fiscal year beginning January 1, 2010. The adoption of this standard did not have a material effect on the Companys financial statements.



14



---





Recent United States Accounting Pronouncements



In January 2010, the Financial Accounting Standards Board (FASB) issued accounting standards update for fair value measurements and disclosure. This update requires additional disclosures related to transfers in and out of level 1 and 2 fair value measurements and enhanced detail in the level 3 reconciliation.  The guidance was amended to clarify the level of disaggregation required for assets and liabilities and the disclosures required for inputs and valuation techniques used to measure the fair value of assets and liabilities that fall in either level 2 or level 3.  The updated guidance became effective for the Companys fiscal year beginning January 1, 2010 with the exception of the level disaggregation which becomes effective for the Companys fiscal year beginning January 1, 2011.  The adoption of the updated guidance did not have a material effect on the Companys financial statements.



In January 2010, the Financial Accounting Standards Board (FASB) issued accounting standards update for the deconsolidation of a subsidiary or derecognition of a group of assets. This update requires additional disclosure related to the valuation techniques used to measure the fair value of any retained investment in the former subsidiary or group of assets, the nature of the continuing involvement with the subsidiary or entity acquiring the group of assets and whether the transaction was with a related party or whether the former subsidiary or entity acquiring the group of assets will become a related party.  This amendment clarifies but does not change the scope of current US GAAP. The updated guidance became effective for the Companys fiscal year beginning January 1, 2010. The adoption of the updated guidance did not have a material effect on the Companys financial statements.



3.

Investments



The Company has no remaining investments at March 31, 2010.



During the period ended March 31, 2009, the Company realized a loss of $14,747 on the sale of 985,500 common shares of Rye Patch for proceeds of $133,078.    The Company recognized in earnings an impairment of $7,770 on the common shares of Rye Patch for the difference in the fair value at March 31, 2009 and December 31, 2008.  The Company considered that the decline in market value of this investment met the characteristics of an other than temporary impairment and adjustments to fair value were recorded in earnings as investment write-down and re-classed from accumulated other comprehensive loss.  The Company recognized an unrealized loss on the warrants of $20,000 in the statement of operation in that same period.



4.

Equipment



|                   |                |                          |                   |  |             |                          |               
|------------------ | -------------- | ------------------------ | ----------------- |  | ----------- | ------------------------ | --------------
|                   |                |                          |                   |  |             |                          |               
|                   | March 31, 2010 |                          | December 31, 2009
|                   | Cost           | Accumulated depreciation | Net book value    |  | Cost        | Accumulated depreciation | Net book value
|                   |                |                          |                   |  |             |                          |               
|Computer equipment | $255,693       | $      221,921           | $    33,772       |  | $   232,507 | $         201,051        | $      31,456 
|Office equipment   | 50,912         | 25,505                   | 25,407            |  | 49,918      | 22,976                   | 26,942        
|Field equipment    | 59,968         | 34,417                   | 25,551            |  | 60,715      | 32,128                   | 28,587        
|Trucks             | 56,158         | 56,158                   | -                 |  | 56,158      | 56,158                   | -             
|                   | $422,731       | $      338,001           | $    84,730       |  | $   399,298 | $         312,313        | $      86,985 





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5.

Mineral properties



Details on the Companys mineral properties are found in note 6 to the audited consolidated financial statements for the year ended December 31, 2009.



|                 |                         |                              |                            |                        
|---------------- | ----------------------- | ---------------------------- | -------------------------- | -----------------------
|                 |                         |                              |                            |                        
|Mineral property | December 31, 2009       | Additions                    | Written off                | March 31, 2010         
|Midway           | $             7,036,314 | $                          - | $                        - | $             7,036,314
|Spring Valley    | 5,664,517               | -                            | -                          | 5,664,517              
|Pan              | 33,632,806              | 174,703                      | -                          | 33,807,509             
|Afgan            | 119,980                 | -                            | -                          | 119,980                
|Gold Rock        | 422,834                 | 205,490                      | -                          | 628,324                
|Burnt Canyon     | 119,774                 | -                            | -                          | 119,774                
|Golden Eagle     | 2,255,613               | -                            | -                          | 2,255,613              
|                 | $           49,251,838  | $                380,193     | $                        - | $           49,632,031 



(a)

Midway property, Nye County, Nevada



On July 1, 2009, and amended on October 14, 2009, the Company agreed with the Town of Tonopah (Tonopah) and Lumos & Associates (Lumos) to fund a study to identify the best alternatives which maximize the treatment and dewatering of water at a possible mine at the Midway Project for municipal use and/or re-injection, to minimize the need for redundant facilities and over costs to benefit the Company and Tonopah.  Tonopah contracted with Lumos to prepare a Preliminary Engineering Report to identify the best alternatives to which the Company agreed to fund up to US$105,120 of which the full amount has been paid or accrued by March 31, 2010 (December 31, 2009 US$74,294 ($79,120).



(b)

Spring Valley property, Nevada



At March 31, 2010 the Company had an amounts receivable of $53,548 (US$52,715) (December 31, 2009 $80,078 (US$76,192)) for recoverable salaries and expenses from Barrick Gold Corporation pursuant to the Spring Valley exploration option and joint venture agreement which was subsequently paid.



6.

Reclamation deposit



The Company is required to post bonds with the Bureau of Land Management (BLM) for reclamation of planned mineral exploration programs work associated with the Companys mineral properties located in the United States. For the Companys mineral properties that are being actively explored under funding arrangement agreements, the funding partners are responsible for bonding for the surface disturbance created by the exploration programs funded by each of them on those projects.



At March 31, 2010 the Company had posted a total of
$270,598 (US$266,389) reclamation deposits compared to $279,126 (US$265,581) at December 31, 2009.



7.

Share capital



(a)

The Companys authorized to issue an unlimited number of common shares.





16



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(b)

Share issuances



(i)

During 1996, the Company issued 420,000 common shares at $0.25 per share by way of a non-brokered private placement for proceeds of $98,722 net of issue costs.  In addition the Company issued 280,000 flow-through common shares at $0.25 per share by way of a non-brokered private placement for proceeds of $70,000.









































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7.

Share capital (continued)



(ii)

During 1997, the Company completed an initial public offering of 2,000,000 common shares at $0.35 per share for proceeds of $590,570, net of issue costs.  In connection with this offering, the Companys agent received a selling commission of 10% or $0.035 per share and was issued 25,000 shares as a corporate finance fee.



(iii)

During 1997, the Company issued 1,000,000 units at $2.50 per unit by way of a private placement for proceeds of $2,253,793 net of issue costs.  Each unit consisted of one common share and one non-transferable share purchase to purchase one additional common share at $3.00 per share until February 14, 1998.  The proceeds of the financing of $2,500,000 were allocated $2,178,761 as to the common shares and $321,239 as to the warrants.   During 1998 100,000 of the warrants were exercised and 900,000 expired.  In connection with this private placement, the Companys agent received a selling commission of 7.5% of the proceeds of the units sold or $0.1875 per unit and a corporate finance fee of $15,000.



(iv)

During 1997, the Company issued 750,000 common shares as performance shares for proceeds of $7,500 that were held in escrow in accordance with the rules of the regulatory authorities of British Columbia.  The shares were released 25% in each of 1998, 1999, 2000 and 2001.



(v)

During 1997, pursuant to an equity participation agreement to acquire an interest in Gemstone Mining Inc. (Gemstone), a Utah Corporation that by agreement the creditors of Gemstone were issued 1,000,000 units of the Company on conversion of a debt of $2,065,500 (US$1,500,000). Each unit consisted of one common share and one non-transferable share purchase to purchase one additional common share at US$2.00 per share that was immediately exercised for proceeds of $2,803,205 (US$2,000,000).  The first one-third tranche of a conditional finders fee was satisfied by the issue of 150,000 common shares in connection with the acquisition of Gemstone.



(vi)

During 1998, the Company issued 100,000 common shares pursuant to the exercise of share purchase warrants for proceeds of $300,000.



(vii)

During 1998, the Company issued 200,000 common shares in connection with the acquisition of Gemstone as well as the second tranche of finders fee in connection with that acquisition.  The Companys option to acquire Gemstone expired on January 31, 1998 and the remaining one-third tranche were not issued.



(viii)

During 1999, the Company consolidated its issued share capital on a two old for one new basis and changed its name from Neary Resources Corporation to Red Emerald Resource Corp.



(ix)

During 2002, the Company issued 3,500,000 units at $0.25 per unit for proceeds of $875,000 by way of a short form offering document under the policies of the TSX Venture Exchange.  Each unit consists of one common share and one common share purchase warrant that entitled the holder to purchase one additional common share at $0.25 per share until October 19, 2002.  The Company also issued 150,000 common shares as a finance fee in connection with this offering, and issued the agent 875,000 share purchase warrants exercisable at $0.25 per share until April 19, 2004.  During 2002 the Company issued 1,134,500 special warrants at $1.25 per special warrant for proceeds of $1,418,125.  Each Special Warrant automatically converted to a unit comprising one common share and one share purchase warrant that entitled the holder to purchase one additional common share at $1.55 per share until November 6, 2003.  The proceeds of the financing of $1,418,125 were allocated on a relative fair value basis as $1,171,286 to common shares and $246,839 as to the warrants.  During 2003 all of the warrants expired unexercised.  In connection with the offering the Company paid the agent a 10% commission totaling $113,450, issued the agent 40,000 common shares as a finance fee in connection with this offering, and issued the agent 170,175 share purchase warrant exercisable at $1.55 per share until July 5, 2003.





18



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7.

Share capital (continued)



(x)

During 2002, the Company issued 4,028,000 common shares pursuant to the exercise of share purchase warrants for proceeds of $1,007,000.



(xi)

During 2002, the Company issued 32,000 common shares pursuant to the exercise of stock options for proceeds of $12,800.



(xii)

During 2002, the Company issued 31,250 common shares as additional consideration to a director who loaned the Company $780,000 bearing interest at 12% per annum.  The loan and interest was repaid prior to December 31, 2002.



(xiii)

During 2002, the Company acquired Rex Exploration Corp. (Rex) in exchange for 4,500,000 common shares of the Company.



(xiv)

During 2003, the Company issued 700,000 units at $1.20 per unit for proceeds of $840,000 by way of a non-brokered private placement.  Each unit consists of one common share and one share purchase warrant that entitled the holder to purchase one additional common share at $1.50  until May 25, 2004.  The proceeds of the financing of $840,000 were allocated $638,838 as to common shares and $201,162 as to the warrants.  During 2004 161,000 of the warrants were exercised and 539,000 expired.  Share issue expenses were $19,932.



(xv)

During 2003, the Company issued 294,500 common shares pursuant to the exercise of share purchase warrants for proceeds of $73,625.



(xvi)

In January 2004, the Company issued 400,000 units at $2.00 per unit for proceeds of $800,000 by way of a private placement.  Each unit consisted of one common share and one non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $2.35 per share for a six month period.  The proceeds of the financing of $800,000 were allocated on a relative fair value basis as $624,593 to common shares and $175,407 as to the warrants.  All of the warrants expired unexercised in 2004.  The Company issued 40,000 common shares as a finders fee for this private placement.



(xvii)

In August 2004, the Company issued 1,020,000 units at $0.75 per unit for proceeds of $765,000 by way of a private placement.  Each unit consisted of one common share and one non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $0.80 per share until August 25, 2005.  All of the warrants were subsequently exercised.  The Company issued 55,650 common shares as a finders fee for this private placement.



(xviii)

In December 2004, the Company issued 700,000 units at $0.85 per unit for proceeds of $595,000 by way of a private placement.  Each unit consisted of one common share and one non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $1.00 per share until December 20, 2005.  All of the warrants were subsequently exercised.  The Company issued 18,750 common shares as a finders fee for this private placement.



(xix)

In February 2005, the Company issued 2,500,000 units at $0.85 per unit for proceeds of $2,125,000 by way of a private placement. Each unit consisted of one common share and one non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $1.00 per share until February 16, 2006. The proceeds of the financing of $2,125,000 were allocated on a relative fair value basis as $1,598,457 to common shares and $526,543 as to warrants.  There were 23,000 warrants exercised in fiscal year 2005 and the balance exercised in fiscal year 2006. The Company issued 75,800 common shares for $64,430 and paid $69,700 in cash as a finders fee and incurred $26,709 in additional issue costs for this private placement.





19



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7.

Share capital (continued)



(xx)

In July 2005, the Company issued 1,000,000 units at $1.15 per unit for proceeds of $1,150,000 by way of a private placement. Each unit consisted of one common share and one-half non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $1.15 per share until July 27, 2006.  The proceeds of the financing of $1,150,000 were allocated on a relative fair value basis as $995,193 to common shares and $154,807 as to warrants.   All of the warrants were exercised in fiscal year 2006. The Company incurred $15,560 in issue costs.



(xxi)

In August 2005, the Company issued 500,000 units at $1.40 per unit for proceeds of $700,000 by way of a private placement. Each unit consisted of one common share and one-half nontransferable share purchase warrant that entitled the holder to purchase one additional common share at $1.45 per share until August 22, 2006. The proceeds of the financing of $700,000 were allocated on a relative fair value basis as $608,015 to common shares and $91,985 as to warrants.   All of the warrants were exercised in fiscal year 2006. The Company incurred $8,261 in issue costs.



(xxii)

In January 2006, the Company issued 40,000 common shares at a value of $88,000 pursuant to a purchase and sale agreement to purchase mining claims for the Spring Valley project.



(xxiii)

In May 2006, the Company issued 3,725,000 units at $1.80 per unit for proceeds of $6,705,000 by way of a private placement.  Each unit consisted of one common share and one-half nontransferable share purchase warrant.  Each whole warrant entitled the holder to purchase one additional common share at $2.70 per share until May 16, 2007. The proceeds of the financing of $6,705,000 were allocated on a relative fair value basis as $5,998,846 to common shares and $706,154 as to warrants.   The Company incurred $65,216 in issue costs.  By May 16, 2007 1,725,000 of the warrants were exercised and 137,500 expired unexercised.



(xxiv)

In November 2006, the Company issued 2,000,000 units at $2.50 per unit for proceeds of $5,000,000 by way of a private placement. Each unit consisted of one common share and one-half nontransferable share purchase warrant.  Each whole warrant entitles the holder to purchase one additional common share at $3.00 per share until November 10, 2007.  The proceeds of the financing of $2,000,000 were allocated on a relative fair value basis as $1,761,509 to common shares and $238,491 as to warrants.   The Company paid $88,750 in finders fees and incurred $94,546 in issue costs for this private placement.  By November 10, 2007 908,782 of the warrants were exercised and 91,218 expired unexercised.



(xxv)

On April 16, 2007, the Company issued 7,764,109 common shares at a value of $25,000,431, 308,000 stock options at a value of $608,020 and 870,323 share purchase warrants at a value of $1,420,054 in connection with the acquisition of Pan-Nevada Gold Corporation.  By December 31, 2007, 154,000 of the stock options had been exercised and 761,823 share purchase warrants had been exercised.  By December 31, 2008 the remaining 108,500 share purchase warrants were exercised and 84,000 stock options had been exercised.  On October 11, 2008 the final 70,000 stock options expired not exercised.



(xxvi)

On August 24, 2007, the Company issued 2,000,000 common shares at $2.70 per common share for proceeds of $5,400,000 by way of a private placement.  The Company incurred $28,000 in share issue costs.



(xxvii)

On March 31, 2008, the Company issued 30,000 common shares at a value of $88,500 pursuant to a lease assignment of mining claims for the Gold Rock project. The Company incurred $1,489 in share issue costs.



(xxviii)

On June 12, 2008, the Company issued 1,421,500 common shares at $2.00 per common share for proceeds of $2,843,000 by way of a private placement.  The Company incurred $75,371 in share issue costs.



20



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7.

Share capital (continued)



(xxix)

On August 1, 2008 the Company issued 600,000 common shares at US$2.50 per common share for proceeds of $1,537,950 (US$1,500,000) by way of a private placement with Kinross Gold USA Inc. The Company incurred $39,450 in share issue costs.



(xxx)

On November 12, 2008 the Company issued 12,500,000 units at $0.22 per unit for proceeds of $2,750,000 by way of a private placement. Each unit consisted of one common share and one share purchase warrant.  Each warrant entitles the holder to purchase one additional common share at $0.28 per share until May 12, 2009.  The proceeds of the financing of $2,750,000 were allocated on a relative fair value basis as $1,793,491 to common shares and $956,509 as to warrants.   The Company incurred $23,395 in issue costs for this private placement.  In the year ended December 31, 2009 all of the 12,500,000 warrants were exercised for proceeds of $3,500,000.



(xxxi)

In addition to the 84,000 stock options reported exercised in paragraph xxv, during 2008, the Company issued a further 395,000 common shares pursuant to the exercise of stock options for proceeds of $613,250.



(xxxii)

During 2009, the Company issued 33,333 common shares pursuant to the exercise of stock options for proceeds of $21,651.



(xxxiii)

At March 31, 2010, the Company had received share subscriptions of $456,000 and paid or accrued share issue costs of $23,896 in connection with the non-brokered private placement which closed on April 12, 2010 (note 12).



(c)

Stock options



The Company has an incentive share option plan (the Plan) that allows it to grant incentive stock options to its officers, directors, employees and consultants. The Plan was amended on May 12, 2008 to add an appendix
called the 2008 Stock Incentive Plan for United States Resident Employees (the U.S. Plan) to supplement and be a part of the Plan.  The purpose of the U.S. Plan is to enable the Company to grant Incentive Stock Options, as that term is used in Section 422 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder to qualifying employees who are citizens or residents of the United States of America. This does not change the aggregate number of options that can be granted pursuant to the Plan.



The purpose of the Plan permits the Companys directors to grant incentive stock options for the purchase of shares of the Company to persons in consideration for services. Stock options must be non-transferable and the aggregate number of shares that may be reserved for issuance pursuant to stock options may not exceed 10% of the issued shares of the Company at the time of granting and may not exceed 5% to any individual (maximum of 2% to any consultant). The exercise price of stock options is determined by the board of directors of the Company at the time of grant and may not be less than the closing price of the Companys shares on the trading day immediately preceding the date on which the option is granted and publicly announced, less an applicable discount, and may not otherwise be less than $0.10 per share. Options have a maximum term of ten years and terminate 90 days following the termination of the optionees employment, except in the case of death or disability, in which case they terminate one year after the event.



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7.

Share capital (continued)
- (c) Stock Options (continued)



|                                |                          |                           |                  |                 |                  |                         
|------------------------------- | ------------------------ | ------------------------- | ---------------- | --------------- | ---------------- | ------------------------
|Expiry date                     | Exercise price per share | Balance December 31, 2009 | Granted          | Forefeited      | Expired          | Balance 
March 31,
 2010
|                                |                          |                           |                  |                 |                  |                         
|February 4, 2010                | $0.85                    | 80,000                    | -                | -               | (80,000)         | -                       
|June 24, 2010                   | $1.30                    | 150,000                   | -                | -               | -                | 150,000                 
|March 9, 2011                   | $2.00                    | 75,000                    | -                | -               | -                | 75,000                  
|May 4, 2011                     | $2.00                    | 30,000                    | -                | -               | -                | 30,000                  
|June 15, 2011                   | $2.53                    | 235,000                   | -                | -               | -                | 235,000                 
|August 30, 2011                 | $2.63                    | 40,000                    | -                | -               | -                | 40,000                  
|November 30, 2011               | $2.70                    | 140,000                   | -                | -               | -                | 140,000                 
|January 23, 2012                | $3.00                    | 25,000                    | -                | -               | -                | 25,000                  
|March 7, 2012                   | $2.93                    | 100,000                   | -                | -               | -                | 100,000                 
|July 31, 2012                   | $2.71                    | 550,000                   | -                | -               | -                | 550,000                 
|October 30, 2012                | $3.36                    | 100,000                   | -                | -               | -                | 100,000                 
|December 6, 2012                | $3.32                    | 15,000                    | -                | -               | -                | 15,000                  
|April 13, 2014                  | $2.04                    | 400,000                   | -                | -               | -                | 400,000                 
|May 12, 2013                    | $2.00                    | 50,000                    | -                | (16,667)        | -                | 33,333                  
|July 16, 2013                   | $2.00                    | 150,000                   | -                | -               | -                | 150,000                 
|January 7, 2014                 | $0.56                    | 1,361,667                 | -                | -               | -                | 1,361,667               
|September 9, 2014               | $0.86                    | 1,000,000                 | -                | -               | -                | 1,000,000               
|                                |                          |                           |                  |                 |                  |                         
|                                |                          | 4,501,667                 | -                | (16,667)        | (80,000)         | 4,405,000               
|                                |                          |                           |                  |                 |                  |                         
|Weighted average exercise price |                          | $                  1.474  | $              - | $         2.000 | $          0.850 | $             1.483     



At March 31, 2010 all but 281,667 of the 4,405,000 stock options outstanding were exercisable. The intrinsic value of stock options outstanding at March 31, 2010 related to vested options was $113,000.  Intrinsic value for vested stock options is calculated on the difference between the exercise prices of the underlying options and the quoted price of $0.66 for our common stock as of March 31, 2010.



The Company recorded stock-based compensation expense, net of forfeitures, of $11,029 in the three months ended March 31, 2010 (March 31, 2009 - $393,870) for options vesting in that period of which $(376) (March 31, 2009 - $291,807) was included in salaries and benefits in the statement of operations and $11,405 (March 31, 2009 -
$102,063) was included in salaries and labour in the schedule of mineral exploration expenditures.  There is a balance of $36,389that will be recognized in fiscal 2010 and fiscal 2011 as the options vest.



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8.

Related party transactions



(a)

The Company paid consulting fees of $22,500 (2009 - $22,500) to a company controlled by the Chief Financial Officer of the Company for accounting and corporate compliance services.



(b)

Recovery of office costs from Rocky Mountain Resources Corp., a company managed by common directors and officers, of $572 (2009 - $nil).



Included in accounts payable and accrued liabilities at March 31, 2010 is $11,332 (December 31, 2009 - $8,819) payable to the companies referred to in this note and other directors and officers.



These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.



9.

Financial instruments



In all material respects, the carrying amounts for the Companys cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short term nature of these instruments.  There were no investments at March 31, 2010.



10.

Contingency



On February 2, 2007 the Companys wholly-owned Nevada subsidiary MGC Resources Inc. (MGC") entered into a drill contract with Derex Drilling Services Ltd. (Derex), a British Columbia corporation, to provide drilling services for the Midway project and MGC paid Derex a deposit of US$50,000.  Derex did not provide the drilling services on a timely basis and by May 2007 MGC filed a civil complaint alleging breach of contract and MGC filed and was granted a writ of attachment against the drill rig which had been left unattended on the Midway property and was the only known asset of Derex in the United States.  MGC presented the writ of attachment to the Nye County Sheriff for execution and the Sheriff engaged a towing company to remove the drill rig and deliver it to storage.  On May 10, 2007 the towing company driver was involved in an accident while moving the drill rig, causing extensive damage to the drill rig.



On or about May 14, 2007 Derex returned to MGC the US$50,000 deposit and MGC dismissed the complaint alleging breach of contract.  MGC had heard nothing further about this matter until May 5, 2009 when MGC was named as a defendant to a civil complaint filed in federal court in Nevada (the Complaint).  The Complaint was filed by ING Novex Insurance Company of Canada (ING) against MGC, the tow truck driver, the towing company and the Nye County Sheriffs office (the ING Defendants) to recover damages and attorneys fees and costs under its subrogation rights for having reimbursed Derex for the value of the drill rig under a policy of insurance.  In its Complaint, ING asserts claims against MGC for negligence, wrongful attachment and unjust enrichment.



While ING has alleged that the value of the drill rig was approximately US$200,000, the amount of the potential damages cannot be reasonably estimated at this time and the occurrence of the confirming future event is not determinable.  On June 22, 2009 MGC filed a motion to dismiss INGs Complaint.  ING filed a response on July 15, 2009.  MGC filed a reply on July 31, 2009.  On December 29, 2009 the federal court issued an order dismissing the negligence and unjust enrichment claims against MGC with prejudice and the wrongful attachment claim was dismissed without prejudice.  ING has not amended its claim against MGC as yet.  The outcome of this matter is not determinable at present.



11.

Segment disclosures



The Company considers itself to operate in a single segment, being mineral exploration and development, with all of the Companys long lived assets being located in the United States at March 31, 2010 and December 31, 2009.



23



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12.

Subsequent event



On April 12, 2010 the Company issued 1,333,333 units at $0.60 per unit for proceeds of $800,000 by way of a non-brokered private placement for which the Company had received share subscriptions of $456,000 at March 31, 2010 and had paid or accrued $23,896 of share issue costs.  Each unit consisted of one common share and one share purchase warrant.  Each share purchase warrant entitles the holder to purchase one additional common share until October 9, 2011 (the Expiry Date) at an exercise price dependent upon the time of exercise, as follows, at an exercise price of $0.70 per common share if exercised by October 9, 2010, at an exercise price of $0.80 per common share if exercised after October 9, 2010 but on or before April 9, 2011, and at an exercise price of $0.90 per common share if exercised after April 9, 2011 but on or before the Expiry Date.

































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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report filed on Form 10-Q.  This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the heading Risk Factors and Uncertainties in our Form 10-K filed with the SEC on March 30, 2010, and elsewhere in this report.

This discussion and analysis should be read in conjunction with the accompanying unaudited interim consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the unaudited interim consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Midway to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis Midway reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that Midway believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but Midway does not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies Midway believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments, are outlined below in Critical Accounting Policies, and have not changed significantly.



Cautionary Note Regarding Forward-Looking Statements

In addition, certain statements made in this report may constitute forward-looking statements. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of Midway to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Except for historical information, the matters set forth herein, which are forward-looking statements, involve certain risks and uncertainties that could cause actual results to differ. Potential risks and uncertainties include, but are not limited to, unexpected changes in business and economic conditions;  significant increases or decreases in gold prices; changes in interest and currency exchange rates;  unanticipated grade changes; metallurgy, processing, access, availability of materials, equipment, supplies and water; determination of reserves; results of current and future exploration activities; results of pending and future feasibility studies; joint venture relationships; political or economic instability, either globally or in the countries in which we operate; local and community impacts and issues; timing of receipt of government approvals; accidents and labor disputes; environmental costs and risks; competitive factors, including competition for property acquisitions; and availability of external financing at reasonable rates or at all.  Forward- looking statements can be identified by terminology such as may, will, should, expects, intends, plans, anticipates, believes, estimates, predicts, potential, continues or the negative of these terms or other comparable terminology. Although Midway believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements.Forward-looking statements are made based on managements beliefs, estimates, and opinions on the date the statements are made, and Midway undertakes no obligation to update such forward-looking statements if these beliefs, estimates, and opinions should change, except as required by law.



Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates



The mineral estimates in this Form 10-Q have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms mineral reserve, proven mineral reserve and probable mineral reserve are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101
- Standards of Disclosure for Mineral Projects (NI 43-101) and the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in United States Securities and Exchange Commission (SEC) Industry Guide 7 under the United
States Securities Act of 1993, as amended. Under SEC Industry Guide 7 standards, a final or bankable feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.



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In addition, the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.



Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of contained ounces in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute reserves by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.



Accordingly, information contained in this Quarterly Report on Form 10-Q and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.



Overview



Company Overview



Midway is a precious metals exploration company focused on the creation of value for shareholders by exploring and developing quality precious metal resources in stable mining areas.



Midways corporate office is located at 15782 Marine Drive
- Unit 1, White Rock, British Columbia, Canada V4B 1E6.



Midway operates from an office in Helena, Montana and from field offices in Lovelock and Tonopah Nevada. These offices support the Spring Valley, Midway and Pan Projects in Nevada and the Golden Eagle project in Washington. These offices also support work on three other exploration projects, located on four of the major Nevada gold trends. Midway currently controls certain mineral rights on the Cortez, Humboldt and Round Mountain Gold Trends.





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Business Strategy and Development



We have four advanced exploration projects:  the Spring Valley, the Pan and the Midway projects in Nevada and the Golden Eagle project in Washington and three early stage exploration targets in Nevada.  Midway plans to continue to attempt to expand these new gold discoveries through exploration.



The map below shows the location of Midways properties located in Nevada, USA.

[midway10q05172010022.jpg]



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Qualified Person



Don Harris, a Qualified Person, as that term is defined in NI 43-101 is the person responsible for review and verification of the technical information contained in this Quarterly Report on Form 10-Q.



Highlights for the first quarter 2010 and up to May 12, 2010:



·

On March 23, 2010 the Company announced Barrick Gold Exploration Inc. (Barrick) has commenced its 2010 drilling program on the Companys Spring Valley project, Nevada.



·

On April 12, 2010 the Company completed a non-brokered private placement of 1,333,333 units to raise $800,000.



·

On May 6, 2010 the Canadian Securities Commissions accepted the Companys Short Form Prospectus and on May 6, 2010 the Companys S-3 Shelf Registration Statement under the Securities Act of 1933, as amended (jointly the Prospectus) was declared effective by the SEC.  The Company may now offer and sell, from time to time over a twenty-five month period, up to US$25,000,000 of the Companys common shares, without par value, with or without warrants to purchase common shares, or any combination thereof in one or more transactions under this Prospectus:  provided however, that the Company may not exceed in the aggregate more than 33% of its public float in any 12-month period in any such transactions under the Companys S-3 Shelf Registration Statement. The Company may also offer under this Prospectus any common shares issuable upon the exercise of warrants.



·

On April 28, 2010 the Company announced the Companys engagement of Windward Global (Windward) of Charlotte, North Carolina. Windward, founded by its principal, Kelly Boatright, will provide assistance with Midways Investor Relations and Public Relations efforts. Windward has served the natural resource sectors for more than two decades and maintains a strong presence in Canada, the United States and Europe.



Activities on Midways properties in the first quarter ended March 31, 2010 and up to May 12, 2010 the date of this Quarterly Report filed on Form 10-Q, are described in further detail below.



Spring Valley Property, Pershing County, Nevada



Midway and Barrick entered into an agreement on March 9, 2009 for the exploration and development of the Spring Valley property in Pershing County, Nevada, covering approximately 18.4 square miles.  The Spring Valley project is located 20 miles northeast of Lovelock and approximately 3 miles north of the Coeur Rochester Open Pit Mine. Spring Valley is a diatreme/porphyry hosted gold system, and located on the Humboldt Gold Trend.



Under the terms of the agreement, Barrick may earn a 60% interest in the property by spending US$30,000,000 in work expenditures by December 31, 2013. Barrick must have cumulative expenditures of US$9,000,000 by year end 2010, to maintain the venture earn-in schedule.



On March 23, 2010 the Company announced that Barrick has commenced its 2010 drilling program at the Companys Spring Valley project, Nevada. Barrick has approved a budget of US$5,000,000 and a program to include both reverse circulation and core drilling. The focus of the program for 2010 will be continued expansion of the gold resource. Drilling is expected to last through the summer.



Barrick has reported completion of the US$4M program for 2009 with 34 holes that had positive assay and metallurgical test results.  A successful 2010 program could continue to add significantly to the underlying resource base, which would add value from the project for both Midway and Barrick. Barrick is currently drilling on the Spring Valley project with two drill rigs in and adjacent to the deposit.

Extensive metallurgical work conducted by Barrick in 2009 and first quarter 2010 on this large project has demonstrated positive metallurgical results. Bottle roll tests on 200 mesh material show gold recoveries ranging from 86% to 98% for oxide, transitional, and sulfide composite.  Gravity recoverable gold tests had recoveries
ranging from 51 to 91%. Details of metallurgical results were noted in an August 24, 2009 press releases.



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Assay results from the 34 holes drilled at Spring Valley in 2009 expanded the gold mineralized zone hosted in and adjacent to a porphyry intrusion. In a November 30th, 2009 press release,  the Company reported significant intercepts of 339.5 feet of 0.037 ounce per ton (opt) gold (including 10 feet of 0.485 opt gold) and 156 feet of 0.028 opt gold in SV09-461C and high grade intercepts include a metallic screen assay of 5 feet of 9.101 opt gold in SV09-451C.



The Spring Valley project is without known reserves, as defined under SEC Guide 7, and the proposed program for the property is exploratory in nature.



By March 31, 2010 the Company has incurred $19,970,358 relating to exploration of the Spring Valley project including $4,634 incurred in the first quarter of 2010.  Barrick is now funding the majority of the ongoing costs of this project.



Data reported to Midway by Barrick and disclosed in this 10Q has been reviewed for Midway by Eric LeLacheur, (M.Sc., CPG), a qualified person as that term is defined in National Instrument 43-101.



Pan Project, White Pine County, Nevada



The Pan property is located at the northern end of the Pancake mountain range in western White Pine County, Nevada, approximately 22 miles southeast of Eureka, Nevada, and 50 miles west of Ely, Nevada.  The Pan deposit is a Carlin-style, disseminated gold deposit, hosted along the Battle Mountain-Eureka Trend.



Work at the Pan project in the first quarter has focused on retaining a permitting consultant to work with the regulatory authorities and Company management to define the permitting process required to bring the project forward into production. As a part of that process the Company has since engaged Environmental Consultants, Inc. of Elko Nevada to complete the necessary environmental base line studies this spring.   The Company has further engaged SRK Consulting (US) Inc. to prepare design documents and permit applications for the Pan project over the next twelve months.



The next steps for the project, contingent on funding, are to complete additional drilling, metallurgical work and design engineering work, in preparation for a prefeasibility study, which will outline the additional work required to advance the project to a feasibility study, including the estimated costs.



To move the Pan Project forward towards production, the Company has retained the services of Ken Brunk. Mr. Brunk is a professional engineer experienced in constructing gold mining projects in the United States, Europe, and Indonesia.  Additionally, the Company has retained the services of Cindi Byrns, a permitting specialist, to guide the project through permitting and regulatory requirements prior to production.

On January 1, 2010 the Company paid Gold Standard Royalty Corporation US$167,040 (C$174,703) an annual advance minimum royalty of the greater of US$60,000 or the US dollar equivalent of 174 ounces of gold valued by the average of the London afternoon fixing for the third calendar quarter preceding January 1 of the year in which the payment is due.



By March 31, 2010 the Company had incurred $3,626,533 relating to exploration of the Pan project including $47,739 incurred in the first quarter of 2010.



Midway project, Nye County, Nevada



The Midway property is located in Nye County, Nevada, approximately 24 kilometers northeast of the town of Tonopah, 335 kilometers northwest of Las Vegas and 380 kilometers southeast of Reno.  The property is over the northeastern flank of the San Antonio Mountains and in the Ralston Valley. Water is readily available from water wells drilled on the property under a temporary grant of water rights and power is accessible as a power line crosses the property.



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The Midway project is located at the intersection of the well-known Round Mountain/Goldfield trend and the Walker Lane. It is a low-sulfidation epithermal gold system with near-vertical quartz-adularia-gold veins. Bonanza gold veins occur in a series of en echelon vein clusters along a 1.5 mile northwest-trending band of mineralization. The best previously reported gold intercept from the Midway vein was 2.5 feet of 119 opt gold in 17 feet that averaged 34.7 opt gold in core hole MW210.



Work at the Midway project in the first quarter 2010 comprised ongoing discussions with the Town of Tonopah (Tonopah) to secure water rights for development. On July 1, 2009, and amended on October 14, 2009, the Company partnered with Tonopah to engage Lumos & Associates (Lumos) to evaluate the best alternatives, which maximizes the treatment and use of water generated from the Midway project and assists Tonopah with water quality issues. The engineering study will look at municipal use and/or re-injection, shared water treatment facilities with Tonopah, and costs benefits for the Company and Tonopah.  Lumos prepared a Preliminary Engineering Report to identify the best alternatives.  The Company agreed to fund up to US$105,120 of which the full amount has been paid or accrued by March 31, 2010 (December 31, 2009 US$74,294 ($79,120).



The underlying property owners have waived the US$300,000 annual property payment that would otherwise have been due in August 2010.



By March 31, 2010 the Company has incurred $8,560,580 relating to exploration of the Midway project including $82,687 incurred in the first quarter of 2010.



Gold Rock Project, White Pine County, Nevada



The Gold Rock property is a 14 square mile land position with known gold deposits located on the Battle Mountain-Eureka trend. This is a sediment hosted gold system in highly prospective host rocks. A historic database of 794 holes containing 269,446 feet of drilling was acquired outlining continuous mineralization along 9,200 feet of length.  Surface work, geophysics and historic data compilation have identified a number of exploration targets.



Efforts in the first quarter 2010 were conducted by Midway staff in compiling data, creating a digital 3-D model of the project to generate exploration targets, and initiating field work to confirm target selections. Additional work was undertaken to give consideration to the possible complementary development of the Gold Rock project with the Pan project.



In the first quarter of 2010 the Company paid a total of $205,490 (US$196,478) including $108,490 (US$103,728) paid to Gold Standard Royalty Corporation an annual advance minimum royalty of the greater of US$60,000 or the US dollar equivalent of 108.05 ounces of gold valued by the average of the London afternoon fixing for the third calendar quarter preceding January 1 of the year in which the payment is due.  Annual lease payments totaling $97,000 (US$92,750) made up the balance of the first quarter property acquisition payments.



By March 31, 2010 the Company has incurred $577,256 relating to exploration of the Gold Rock project including $3,491 incurred in the first quarter of 2010



Golden Eagle Project, Ferry County, Washington



In 2008 the Company purchased a 100% interest in the Golden Eagle property located in Ferry County, Washington from Kinross Gold and Hecla Mining.

The Golden Eagle property hosts a large hot springs gold deposit that is partially covered by glacial gravels.  In 1996 a previous operator delineated a potentially open pit deposit on private ground. Beneath this deposit are several high-grade vein exploration targets. These targets are adjacent to the Republic Knob Hill Mine, which produced high-grade gold, from underground veins, for over 100 years. We will also review options to process sulfide mineralization, in view of newer technologies and the economics afforded by a higher gold price. The ability to explore the deeper targets combined with the possible strategic access to Kinross nearby mill is a bonus that could add value to any new oxide ounces discovered on the property.



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Work in the first quarter 2010 comprised desk top analysis of the next steps for the project.

By March 31, 2010 the Company has incurred $212,782 relating to exploration of the Golden Eagle project including $7,661 incurred in the first quarter of 2010



Results of operations for the three months ended March 31, 2010 compared to the three months ended March 31, 2009



The net loss for the three months ended March 31, 2010 was $392,220 (2009
- $1,247,161).



Significant differences between the periods are as follows:



Investor relations and travel totalled $82,941 (2009 - $54,024) an increase of $28,917 over the comparative period.  Management participated in one investor show and contracted video interviews and paid for research in North America in the first quarter 2010 compared to participating in only one investor show in the comparable period.  Midway has focussed its investor relations efforts on increasing the markets awareness of Midway by travelling to meet potential investors and attendance at selected industry investor shows. This category of costs will be expected to increase as Midway retained Windward at the end of April 2010 to assist the Company with public relations and investor relations counselling and efforts at a cost of US$5,000 per month plus approved expenses.



Legal, audit and accounting was $66,448 (2009 - $30,056) an increase of $36,392 over the comparative period.  The current quarter included a one-time charge of $27,073 of agents legal fees associated with a 2009 private placement that the Company withdrew and did not complete.



Exploration expenses were $148,476 (2009 - $265,929).  The details of the expenses in each period may be found in the schedule to the unaudited consolidated interim financial statements.  Exploration levels are determined by the success of previous exploration programs on each project and cash available to fund additional programs.  Exploration salaries and labor include the non-cash estimated fair value of stock based compensation for stock options granted to technical employees in the period of $11,405 (2009 - $102,063).  Management fees earned from Barrick for the Spring Valley project were $4,520 (2009 - $6,745).



Salaries and benefits were $233,142 (2009 - $487,770).  In the current quarter $233,142 was net of a $376 credit of stock based compensation relating to a forfeiture of stock options granted to a consultant so that the cash cost of this category was $233,518.  In the comparative quarter $487,770 included $291,807 of stock based compensation so that the cash cost of this category was $195,963.



The foreign exchange gain in the current quarter was $260,847 compared to a loss in the comparative period of $245,624 of which $271,449 was unrealized in the current quarter and $285,424 was unrealized in the comparative quarter.  The unrealized foreign exchange relates to restatement of the US dollar denominated future income tax liability and reclamation deposits.



Summary of Quarterly Results (Unaudited)



March
2010Dec
2009Sept 2009June
2009Mar
2009Dec
2008Sept
2008June
2008$(000s) except per share amountsRevenue from the sale of mineralsNilNilNilNilNilNilNilNilNet loss392688364911,2475,2383,6824,261Net loss per share, basic and diluted0.010.000.010.010.020.100.070.08






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Notes and Factors Affecting Comparability of Quarters:



(1)

The Company is a mineral exploration company at the development stage and has no operating revenues.   Exploration costs fluctuate between periods depending on results of each successive phase on each project and the Companys ability to fund exploration.

(2)

Stock based compensation costs are a non-cash expense and represent an estimate of the fair value of stock options granted.  These expenses are often the largest item included in the Statement of Operations and they represent a significant source of variation in loss from quarter to quarter.  Stock based compensation is allocated between salaries and benefits and mineral exploration expenditures.

(3)

Costs for the June 30 quarter tend to be higher due to printing and mailing of shareholder material for the Companys annual general meeting and costs of conducting this meeting.

(4)

Costs for the December 31 quarter also tend to be higher due to accruals for the annual audit. Administratively, management tends to critically review all exploration projects in detail at this time of year and makes decisions about which projects it wishes to continue and which projects it will abandon.

(5)

In the December 31, 2008 quarter the Company wrote off $4,247,000 in mineral property interests.



Financial Condition and Liquidity



There is substantial doubt about our ability to continue as a going concern.



Our auditors report on our 2009 consolidated financial statements includes an additional explanatory paragraph that states that our recurring losses from operation raise substantial doubt about our ability to continue as a going concern.  The Company began the 2010 year with cash and cash equivalents of $1,740,322.  During the three months ended March 31, 2010, the Company expended $658,211 on operations, invested a total of $402,690 in mineral properties and equipment and received $432,104 from share subscriptions net of accrued share issue costs to end at March 31, 2010 with cash and cash equivalents of $1,111,525.



The Company has not generated revenues from operations.  These consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations.    The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Companys interests in the underlying properties, the attainment of profitable operations and/or realizing proceeds from the sale of one or more of the properties. As at March 31, 2010, the Company had cash and cash equivalents of $1,111,525, working capital of $874,589 and has accumulated losses of $56,659,823 since inception.



Management anticipates that the minimum cash requirements to fund its proposed 2010 exploration program and continued operations over the next twelve months will exceed the amount of cash on hand at March 31, 2010. Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months, and will need to seek additional debt or equity financing to meet its planned expenditures. Subsequent to March 31, 2010 the Company raised $800,000 from an equity issue.  The Companys shelf-registration in the United States and Canada was accepted in early May 2010 pursuant to which the Company subsequently intends to conduct additional equity offerings in 2010. There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures.  These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



There was a severe deterioration in global credit and equity markets in 2007 through 2009.  This resulted in the need for government intervention in major banks, financial institutions and insurers and also resulted in greater volatility, increased credit losses and tighter credit conditions.  These disruptions in the credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. While market conditions have generally improved in the first quarter of 2010, access to capital and credit remains limited compared to capital markets before the deterioration in 2007.  These continued disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations.  Our access to additional capital and financing may not be available on
terms acceptable to us or at all.







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We expect to rely upon additional financing to fund our planned operating budget throughout the current fiscal year. If costs increase substantially or we incur greater losses than expected, our exploration activities and other operations will be reliant upon equity financings to continue into the future.  The current market conditions could make it difficult or impossible for us to raise necessary funds to meet our capital requirements.  If we are unable to obtain financing through equity investments, we will seek multiple solutions including, but not limited to, credit facilities or debenture issuances.



On April 12, 2010 the Company issued 1,333,333 units at $0.60 per unit for proceeds of $800,000 by way of a non-brokered private placement for which the Company had received share subscriptions of $456,000 at March 31, 2010 and had paid or accrued $23,896 of share issue costs.  Each unit consisted of one common share and one share purchase warrant.  Each share purchase warrant entitles the holder to purchase one additional common share until October 9, 2011 (the Expiry Date) at an exercise price dependent upon the time of exercise, as follows, at an exercise price of $0.70 per common share if exercised by October 9, 2010, at an exercise price of $0.80 per common share if exercised after October 9, 2010 but on or before April 9, 2011, and at an exercise price of $0.90 per common share if exercised after April 9, 2011 but on or before the Expiry Date.



As of May 12, 2010, there are 4,405,000 stock options at prices ranging from $0.56 to $3.36 and 1,333,333 share purchase warrants with an escalating exercise price beginning at $0.70 over an eighteen month term.  While it is probable that some of these options and share purchase warrants will be exercised, it is not possible to predict the timing or the amount of funds which might be received.





Contractual Obligations



There are no contractual obligations other than those described in the notes to the unaudited interim consolidated financial statements.



Off-balance sheet arrangements



There are no off balance sheet arrangements.



Inflation



We do not believe that inflation has had a significant impact on our consolidated results of operations or financial condition.



Environmental Compliance



Our current and future exploration and development activities, as well as our future mining and processing operations, are subject to various federal, state and local laws and regulations in the countries in which we conduct our activities. These laws and regulations govern the protection of the environment, prospecting, development, production, taxes, labor standards, occupational health, mine safety, toxic substances and other matters. We expect to be able to comply with those laws and do not believe that compliance will have a material adverse effect on our competitive position. We intend to obtain all licenses and permits required by all applicable regulatory agencies in connection with our mining operations and exploration activities. We intend to maintain standards of environmental compliance consistent with regulatory requirements.



Midway has an obligation to reclaim its properties after the surface has been disturbed by exploration methods at the site. As of March 31, 2010, we have accrued US$39,840 ($40,470 at March 31, 2010 compared to $41,872 at December 31, 2009) related to reclamation and other closure requirements at our properties which is unchanged from the estimate made at from December 31, 2009. These liabilities are covered by a combination of surety bonds and restricted cash totaling $270,598 at March 31, 2010 (December 31, 2009 - $279,126). We have accrued as a
curren t liability what management believes is the present value of our best estimate of the liabilities as of March 31, 2010; however, it is possible that our obligations may change in the near or long term depending on a number of
factors.



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Critical accounting policies



Critical accounting estimates used in the preparation of the financial statements include our estimate of recoverable value on our property, plant and equipment, site reclamation and rehabilitation as well as the value assigned to stock-based compensation expense. These estimates involve considerable judgment and are, or could be, affected by significant factors that are out of our control.



The factors affecting stock-based compensation include estimates of when stock options might be exercised and the stock price volatility. The timing for exercise of options is out of our control and will depend, among other things, upon a variety of factors including the market value of Midway shares and financial objectives of the holders of the options. We used historical data to determine volatility in accordance with Black-Scholes modeling, however the future volatility is inherently uncertain and the model has its limitations. While these estimates can have a material impact on the stock-based compensation expense and hence results of operations, there is no impact on our financial condition.



Midways recoverability evaluation of its mineral properties and equipment is based on market conditions for minerals, underlying mineral resources associated with the assets and future costs that may be required for ultimate realization through mining operations or by sale. Midway is in an industry that is exposed to a number of risks and uncertainties, including exploration risk, development risk, commodity price risk, operating risk, ownership and political risk, funding and currency risk, as well as environmental risk. Bearing these risks in mind, Midway has assumed recent world commodity prices will be achievable. We have considered the mineral resource reports by independent engineers on the Midway, Spring Valley, Pan and Golden Eagle projects in considering the recoverability of the carrying costs of the mineral properties.  All of these assumptions are potentially subject to change, out of our control, however such changes are not determinable. Accordingly, there is always the potential for a material adjustment to the value assigned to mineral properties and equipment.



Midway has an obligation to reclaim its properties after the surface has been disturbed by exploration methods at the site. As a result Midway has recorded a liability for the fair value of the reclamation costs it expects to incur. The Company estimated applicable inflation and credit-adjusted risk-free rates as well as expected reclamation time frames. To the extent that the estimated reclamation costs change, such changes will impact future reclamation expense recorded.



Recent United States Accounting Pronouncements



In January 2010, the Financial Accounting Standards Board (FASB) issued accounting standards update for fair value measurements and disclosure. This update requires additional disclosures related to transfers in and out of level 1 and 2 fair value measurements and enhanced detail in the level 3 reconciliation.  The guidance was amended to clarify the level of disaggregation required for assets and liabilities and the disclosures required for inputs and valuation techniques used to measure the fair value of assets and liabilities that fall in either level 2 or level 3.  The updated guidance became effective for the Companys fiscal year beginning January 1, 2010 with the exception of the level disaggregation which becomes effective for the Companys fiscal year beginning January 1, 2011.  The adoption of the updated guidance did not have a material effect on the Companys financial statements.



In January 2010, the Financial Accounting Standards Board (FASB) issued accounting standards update for the deconsolidation of a subsidiary or derecognition of a group of assets. This update requires additional disclosure related to the valuation techniques used to measure the fair value of any retained investment in the former subsidiary or group of assets, the nature of the continuing involvement with the subsidiary or entity acquiring the group of assets and whether the transaction was with a related party or whether the former subsidiary or entity acquiring the group of assets will become a related party.  This amendment clarifies but does not change the scope of current US GAAP. The updated guidance became effective for the Companys fiscal year beginning January 1, 2010. The adoption of the updated guidance did not have a material effect on the Companys financial statements.





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Related Party Transactions



The Company had the following related party transactions for the three months ended March 31, 2010 and 2009 respectively.



|                                                                                                                                         |  |   |                |  |   |                | 
|---------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------------- |  | - | -------------- | 
|                                                                                                                                         |  |   | March 31, 2010 |  |   | March 31, 2009
|                                                                                                                                         |  |   |                |  |   |               
|Consulting services paid to a company owned by Doris Meyer, an officer of the Company                                                    |  | $ | 22,500         |  | $ | 22,500        
|Recovery of office costs from Rocky Mountain Minerals, a company managed by Alan Branham and George Hawes, common directors and officers |  |   | $572           |  |   | Nil           



Included in accounts payable and accrued liabilities at March 31, 2010 is $11,332 (December 31, 2009 - $8,819) payable to the companies referred to in this note and other directors and officers.



These transactions are in the normal course of business and are measured at the exchange amount which is the consideration established and agreed to by the related parties.



Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.



Item 4.

Controls and Procedures.

Disclosure Controls and Procedures



At the end of the period covered by this Quarterly Report on Form 10-Q for the three months ended March 31, 2010, an evaluation was carried out under the supervision of and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were ineffective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.



As reported in Managements Report on Internal Control over Financial Reporting in the Companys Annual Report on Form 10-K for the year ended December 31, 2009 the Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2009 and now as of March 31, 2010 using the criteria set forth in the Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of March 31, 2010, the Company's internal control over financial reporting is ineffective based on those criteria and one material weakness was identified and is not remedied. The Companys accounting personnel have limited expertise in US generally accepted accounting principles relating to in depth analysis and review of complex accounting transactions and implementation of new standards that may be material to the Companys financial statements. This control deficiency, which is pervasive in impact, did not result in a misstatement to the financial statements; however, there is a reasonable possibility that a material misstatement of the annual financial statements would not have been prevented or detected on a timely basis.



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Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes to internal control over financial reporting that materially affected or are reasonably likely to materially affect our internal control over financial reporting.



PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

On February 2, 2007 the Companys wholly-owned Nevada subsidiary MGC Resources Inc. (MGC") entered into a drill contract with Derex Drilling Services Ltd. (Derex), a British Columbia corporation, to provide drilling services for the Midway project and MGC paid Derex a deposit of US$50,000.  Derex did not provide the drilling services on a timely basis and by May 2007 MGC filed a civil complaint alleging breach of contract and MGC filed and was granted a writ of attachment against the drill rig which had been left unattended on the Midway property and was the only known asset of Derex in the United States.  MGC presented the writ of attachment to the Nye County Sheriff for execution and the Sheriff engaged a towing company to remove the drill rig and deliver it to storage.  On May 10, 2007 the towing company driver was involved in an accident while moving the drill rig, causing extensive damage to the drill rig.



On or about May 14, 2007 Derex returned to MGC the US$50,000 deposit and MGC dismissed the complaint alleging breach of contract.  MGC had heard nothing further about this matter until May 5, 2009 when MGC was named as a defendant to a civil complaint filed in federal court in Nevada (the Complaint).  The Complaint was filed by ING Novex Insurance Company of Canada (ING) against MGC, the tow truck driver, the towing company and the Nye County Sheriffs office (the ING Defendants) to recover damages and attorneys fees and costs under its subrogation rights for having reimbursed Derex for the value of the drill rig under a policy of insurance.  In its Complaint, ING asserts claims against MGC for negligence, wrongful attachment and unjust enrichment.



While ING has alleged that the value of the drill rig was approximately US$200,000, the amount of the potential damages cannot be reasonably estimated at this time and the occurrence of the confirming future event is not determinable.  On June 22, 2009 MGC filed a motion to dismiss INGs Complaint.  ING filed a response on July 15, 2009.  MGC filed a reply on July 31, 2009.  On December 29, 2009 the federal court issued an order dismissing the negligence and unjust enrichment claims against MGC with prejudice and the wrongful attachment claim was dismissed without prejudice.  ING has not amended its claim against MGC as yet.  The outcome of this matter is not determinable at present.



Item 1A.

Risk Factors.

There are no material changes from the risk factors previously disclosed in Midways Form 10-K filed on March 30, 2010 with the SEC.



Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds.

Since the beginning of the period covered by this report, we have reported all issuances of unregistered equity securities on current reports filed on Form 8-K.



Item 3.

Defaults Upon Senior Securities.

None.



Item 4.

[Reserved]

None.



Item 5.

Other information.

None.



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Item 6.

Exhibits.



Documents filed as part of this Quarterly Report on Form 10-Q or incorporated by reference:



|               |                                                                                                                                                                                                   
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                                                                                       
|3.1            | Notice of Articles, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.
|3.2            | Articles, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.          
|31.1           | Certification of Chief Executive Officer pursuant to Rule 13a-15(f) of the Exchange Act                                                                                                           
|31.2           | Certification of Chief Financial Officer pursuant to Rule 13a-15(f) of the Exchange Act                                                                                                           
|32.1           | Certification of Chief Executive Officer pursuant to Rule 13a or 15(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       
|32.2           | Certification of Chief Financial Officer pursuant to Rule 13a or 15(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       















SIGNATURES

Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





|             |                                                                                                                                 
|------------ | --------------------------------------------------------------------------------------------------------------------------------
|             | MIDWAY GOLD CORP.                                                                                                               
|May 17, 2010 | By:  /s/ Daniel Wolfus
Daniel Wolfus
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)               
|May 17, 2010 | By:  /s/ Doris A. Meyer
Doris Meyer
Chief Financial Officer and Corporate Secretary
(Principal Financial and Accounting Officer)











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Exhibit 31.1

Certifications



I, Daniel Wolfus, certify that:



1.  I have reviewed this Quarterly Report on Form 10-Q of Midway Gold Corp.;



2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.  The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a
- 15 (f) and 15d-15(f)) for the registrant and have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)  Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5.  The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



May 17, 2010

/s/ Daniel Wolfus

Daniel Wolfus

Chairman, Chief Executive Officer and Director

(Principal Executive Officer)





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Exhibit 31.2

Certifications



I, Doris Meyer, certify that:



1.  I have reviewed this Quarterly Report on Form 10-Q of Midway Gold Corp.;



2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.  The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a
- 15 (f) and 15d-15(f)) for the registrant and have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)  Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5.  The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.





May 17, 2010

/s/ Doris A. Meyer

Doris Meyer

Chief Financial Officer and Corporate Secretary

(Principal Financial and Accounting Officer)



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Exhibit 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Midway Gold Corp. (the Company) does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2010 (the Report) that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.









May 17, 2010

/s/ Daniel Wolfus

Daniel Wolfus

Chairman, Chief Executive Officer and Director

(Principal Executive Officer)



































The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.



40



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Exhibit 32.2



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Midway Gold Corp. (the Company) does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2010 (the Report) that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.







May 17, 2010

/s/ Doris Meyer

Doris Meyer

Chief Financial Officer and Corporate Secretary

(Principal Financial and Accounting Officer)



































The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.



41



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