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 June 30, 2009
|OR                                          
|o                                            |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to





Commission file number: 333-145141



[midway10q081109001.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.    [midway10q081109003.gif]  Yes  [midway10q081109005.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).
[midway10q081109003.gif]Yes  [midway10q081109005.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   [midway10q081109005.gif]        Accelerated filer    [midway10q081109003.gif] Non-accelerated filer    [midway10q081109005.gif]   Smaller Reporting Company
[midway10q081109005.gif]



Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
[midway10q081109005.gif]  Yes  [midway10q081109003.gif]   No



Number of Shares outstanding at August 10, 2009      77,321,664



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TABLE OF CONTENTS



PART I  FINANCIAL INFORMATION

1

ITEM 1.

FINANCIAL STATEMENTS.

1

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

22

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

34

ITEM 4.

CONTROLS AND PROCEDURES.

34

PART II - OTHER INFORMATION

35

ITEM 1.

LEGAL PROCEEDINGS.

35

ITEM 1A.

RISK FACTORS.

35

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

36

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

36

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

36

ITEM 5.

OTHER INFORMATION.

36

ITEM 6.

EXHIBITS.

37

SIGNATURES

37







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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)

June 30, 
2009December 31, 2008(unaudited)AssetsCurrent assets:Cash and cash equivalents$3,215,207$2,416,438Amounts receivable171,27086,451Prepaid expenses72,35430,5773,458,8312,533,466Investments (note 4)74,000346,675Reclamation deposit338,999517,711Equipment (note 5)138,304218,325Mineral properties (note 6)47,511,88346,971,127$51,522,017$50,587,304Liabilities and stockholders' equityCurrent liabilitiesAccounts payable and accrued liabilities$427,587$369,012Accrued interest payable (note 8)-7,918Promissory note (note 8)-1,000,000427,5871,376,930Future income tax liability7,711,6698,093,661Stockholders' equity (note 7)Common stock authorized - unlimited, no par valueIssued - 77,321,664 (2008 - 64,821,664)92,638,15088,181,641Additional paid in capital5,700,0406,170,544Accumulated other comprehensive income18,000-Deficit accumulated during the exploration stage(54,973,429)(53,235,472)43,382,76141,116,713$51,522,017$50,587,304Nature of operations and going concern (note 1)Contingency (note 11)




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



1



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MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(Expressed in Canadian dollars)  (unaudited)

|                                                   |                                             |            |                                  |            |                                  |            |                                |            |                                |            |                                                                 
|-------------------------------------------------- | ------------------------------------------- | ---------- | -------------------------------- | ---------- | -------------------------------- | ---------- | ------------------------------ | ---------- | ------------------------------ | ---------- | ----------------------------------------------------------------
|                                                   |                                             |            | Three months ended June 30, 2009 |            | Three months ended June 30, 2008 |            | Six months ended June 30, 2009 |            | Six months ended June 30, 2008 |            | Cumulative period from inception (May 14, 1996) to June 30, 2009
|                                                   |                                             |            |                                  |            |                                  |            |                                |            |                                |            |                                                                 
|Expenses                                           |                                             |            |                                  |            |                                  |            |                                |            |                                |           
|                                                   | Consulting                                  | $          | 22,234                           | $          | 23,836                           | $          | 46,902                         | $          | 49,945                         | $          | 570,335                                                         
|                                                   | Depreciation                                |            | 31,470                           |            | 32,793                           |            | 64,087                         |            | 60,721                         |            | 554,455                                                         
|                                                   | Gain on sale of subsidiary                  |            | -                                |            | -                                |            | -                              |            | -                              |            | (2,806,312)                                                     
|                                                   | Interest and bank charges                   |            | 5,503                            |            | 1,024                            |            | 19,622                         |            | 2,216                          |            | 877,205                                                         
|                                                   | Investor relations                          |            | 24,817                           |            | 45,864                           |            | 43,689                         |            | 89,535                         |            | 1,069,273                                                       
|                                                   | Legal, audit and accounting                 |            | 366,529                          |            | 93,767                           |            | 396,585                        |            | 142,604                        |            | 2,247,372                                                       
|                                                   | Management fees                             |            | -                                |            | -                                |            | -                              |            | -                              |            | 265,000                                                         
|                                                   | Mineral exploration expenditures (schedule) |            | 156,430                          |            | 3,984,331                        |            | 422,359                        |            | 6,321,363                      |            | 43,283,155                                                      
|                                                   | Mineral property interests written off      |            | -                                |            | 65,454                           |            | -                              |            | 65,454                         |            | 4,271,754                                                       
|                                                   | Office and administration (note 9)          |            | 59,159                           |            | 45,734                           |            | 112,248                        |            | 82,170                         |            | 1,211,627                                                       
|                                                   | Salaries and benefits                       |            | 214,204                          |            | 332,857                          |            | 701,974                        |            | 622,117                        |            | 6,654,797                                                       
|                                                   | Transfer agent and filing fees              |            | 37,762                           |            | 37,092                           |            | 55,191                         |            | 71,120                         |            | 448,464                                                         
|                                                   | Travel                                      |            | 41,154                           |            | 42,498                           |            | 76,306                         |            | 86,946                         |            | 744,848                                                         
|                                                   |                                             |            |                                  |            |                                  |            |                                |            |                                |            |                                                                 
|Operating loss                                     |                                             | 959,262    |                                  | 4,705,250  |                                  | 1,938,963  |                                | 7,594,191  |                                | 59,391,973
|                                                   |                                             |            |                                  |            |                                  |            |                                |            |                                |            |                                                                 
|Other income (expenses):                           |                                             |            |                                  |            |                                  |            |                                |            |                                |           
|                                                   | Foreign exchange gain (loss)                |            | 507,189                          |            | 56,705                           |            | 261,565                        |            | (207,313)                      |            | 94,152                                                          
|                                                   | Management fee                              |            | 10,101                           |            | -                                |            | 16,846                         |            | -                              |            | 16,846                                                          
|                                                   | Interest income                             |            | 965                              |            | 29,887                           |            | 5,107                          |            | 93,756                         |            | 832,719                                                         
|                                                   | Loss on sale of equipment                   |            | (1,516)                          |            | (1,769)                          |            | (2,794)                        |            | (1,769)                        |            | (5,678)                                                         
|                                                   | Gain (loss) on sale of investments (note 4) |            | 3,827                            |            | -                                |            | (10,920)                       |            | -                              |            | (20,693)                                                        
|                                                   | Investment write down (note 4)              |            | (60,000)                         |            | -                                |            | (87,770)                       |            | -                              |            | (709,995)                                                       
|                                                   | Other income                                |            | -                                |            | -                                |            | 7,072                          |            | -                              |            | 94,293                                                          
|                                                   |                                             |            | 460,566                          |            | 84,823                           |            | 189,106                        |            | (115,326)                      |            | 301,644                                                         
|Net loss before income tax                         |                                             | 498,696    |                                  | 4,620,427  |                                  | 1,749,857  |                                | 7,709,517  |                                | 59,090,329
|                                                   | Income tax recovery                         |            | 7,900                            |            | 359,000                          |            | 11,900                         |            | 464,000                        |            | 4,116,900                                                       
|Net loss                                           | $                                           | 490,796    | $                                | 4,261,427  | $                                | 1,737,957  | $                              | 7,245,517  | $                              | 54,973,429
|                                                   |                                             |            |                                  |            |                                  |            |                                |            |                                |            |                                                                 
|Basic and diluted loss per share                   | $                                           | 0.01       | $                                | 0.08       | $                                | 0.03       | $                              | 0.14       |                                |           
|Weighted average number of shares
     outstanding |                                             | 72,541,444 |                                  | 50,259,961 |                                  | 68,702,879 |                                | 50,035,549 |                                |           



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 CASH FLOWS

(Expressed in Canadian dollars)  (unaudited)

|                                                 |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                                |              |                                                                 
|------------------------------------------------ | --------------------------------------------------- | ---------------------------------------- | ----------- | -------------------------------- | ----------- | -------------------------------- | ----------- | ------------------------------ | ----------- | ------------------------------ | ------------ | ----------------------------------------------------------------
|                                                 |                                                     |                                          |             | Three months ended June 30, 2009 |             | Three months ended June 30, 2008 |             | Six months ended June 30, 2009 |             | Six months ended June 30, 2008 |              | Cumulative period from inception (May 14, 1996) to June 30, 2009
|Cash provided by (used in):                      |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                               
|Operating activities:                            |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                               
|                                                 | Net loss                                            | $                                        | (490,796)   | $                                | (4,261,427) | $                                | (1,737,957) | $                              | (7,245,517) | $                              | (54,973,429)
|                                                 | Items not involving cash:                           |                                          |             |                                  |             |                                  |             |                                |             |                                |             
|                                                 |                                                     | Depreciation                             |             | 31,470                           |             | 32,793                           |             | 64,087                         |             | 60,721                         |              | 554,455                                                         
|                                                 |                                                     | Stock-based compensation                 |             | 92,135                           |             | 192,471                          |             | 486,005                        |             | 334,476                        |              | 5,469,898                                                       
|                                                 |                                                     | Unrealized foreign exchange loss (gain)  |             | (655,516)                        |             | (59,563)                         |             | (370,092)                      |             | 229,892                        |              | (206,718)                                                       
|                                                 |                                                     | Investment write down                    |             | 60,000                           |             | -                                |             | 87,770                         |             | -                              |              | 709,995                                                         
|                                                 |                                                     | Non-cash interest expense                |             | -                                |             | -                                |             | -                              |             | -                              |              | 234,765                                                         
|                                                 |                                                     | Income tax recovery                      |             | (7,900)                          |             | (359,000)                        |             | (11,900)                       |             | (464,000)                      |              | (4,116,900)                                                     
|                                                 |                                                     | Gain on sale of subsidiary               |             | -                                |             | -                                |             | -                              |             | -                              |              | (2,806,312)                                                     
|                                                 |                                                     | Loss on sale of equipment                |             | 1,516                            |             | 1,769                            |             | 2,794                          |             | 1,769                          |              | 5,678                                                           
|                                                 |                                                     | Loss (gain) on sale of investments       |             | (3,827)                          |             | -                                |             | 10,920                         |             | -                              |              | 20,693                                                          
|                                                 |                                                     | Write off of mineral property interests  |             | -                                |             | 65,454                           |             | -                              |             | 65,454                         |              | 4,271,754                                                       
|                                                 | Change in non-cash working capital items:           |                                          |             |                                  |             |                                  |             |                                |             |                                |             
|                                                 |                                                     | Amounts receivable                       |             | 85,423                           |             | 3,507                            |             | (84,819)                       |             | 20,345                         |              | (154,766)                                                       
|                                                 |                                                     | Prepaid expenses                         |             | 38,184                           |             | 68,862                           |             | (41,777)                       |             | (5,293)                        |              | (92,396)                                                        
|                                                 |                                                     | Accounts payable and accrued liabilities | 78,989      |                                  | 22,843      |                                  | 58,575      |                                | 388,532     |                                | 522,592     
|                                                 |                                                     | Accrued interest payable                 |             | (19,973)                         |             | -                                |             | (7,918)                        |             | -                              |              | -                                                               
|                                                 |                                                     |                                          |             | (790,295)                        |             | (4,292,291)                      |             | (1,544,312)                    |             | (6,613,621)                    |              | (50,560,691)                                                    
|                                                 |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                                |              |                                                                 
|Investment activities:                           |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                               
|                                                 | Proceeds on sale of subsidiary                      |                                          | -           |                                  | -           |                                  | -           |                                | -           |                                | 254,366     
|                                                 | Proceeds on sale of equipment                       |                                          | 4,482       |                                  | 919         |                                  | 13,140      |                                | 919         |                                | 14,753      
|                                                 | Proceeds on sale of mineral property                |                                          | -           |                                  | -           |                                  | -           |                                | -           |                                | 233,459     
|                                                 | Proceeds on sale of investments                     |                                          | 58,907      |                                  | -           |                                  | 191,985     |                                |             |                                | 213,312     
|                                                 | Mineral property acquisitions                       |                                          | (192,809)   |                                  | (115,524)   |                                  | (540,756)   |                                | (488,306)   |                                | (20,451,567)
|                                                 | Deferred acquisition costs                          |                                          | -           |                                  | -           |                                  | -           |                                | -           |                                | (23,316)    
|                                                 | Purchase of equipment                               |                                          | -           |                                  | (31,322)    |                                  | -           |                                | (106,026)   |                                | (1,696,693) 
|                                                 | Reclamation deposit                                 |                                          | 158,382     |                                  | (20,181)    |                                  | 178,712     |                                | (84,185)    |                                | (754,382)   
|                                                 |                                                     |                                          |             | 28,962                           |             | (166,108)                        |             | (156,919)                      |             | (677,598)                      |              | (22,210,068)                                                    
|                                                 |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                                |              |                                                                 
|Financing activities:                            |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                               
|                                                 | Advance from Red Emerald Ltd.                       |                                          | -           |                                  | -           |                                  | -           |                                | -           |                                | 12,010,075  
|                                                 | Common stock issued, net of issue costs             |                                          | 3,500,000   |                                  | 2,922,628   |                                  | 3,500,000   |                                | 3,296,889   |                                | 57,651,286  
|                                                 | Promissory note                                     |                                          | -           |                                  | -           |                                  | -           |                                | -           |                                | 2,000,000   
|                                                 | Repayment of promissory note                        |                                          | (1,000,000) |                                  | -           |                                  | (1,000,000) |                                | -           |                                | (2,000,000) 
|                                                 | Convertible debenture                               |                                          | -           |                                  | -           |                                  | -           |                                | -           |                                | 6,324,605   
|                                                 |                                                     |                                          |             | 2,500,000                        |             | 2,922,628                        |             | 2,500,000                      |             | 3,296,889                      |              | 75,985,966                                                      
|                                                 |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                                |              |                                                                 
|(Decrease) increase in cash and cash equivalents |                                                     | 1,738,667                                |             | (1,535,771)                      |             | 798,769                          |             | (3,994,330)                    |             | 3,215,207                     
|Cash and cash equivalents, beginning of period   |                                                     | 1,476,540                                |             | 5,866,721                        |             | 2,416,438                        |             | 8,325,280                      |             | -                             
|Cash and cash equivalents, end of period         | $                                                   | 3,215,207                                | $           | 4,330,950                        | $           | 3,215,207                        | $           | 4,330,950                      | $           | 3,215,207                     
|                                                 |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                                |              |                                                                 
|Non-cash financing and investing activities:     |                                                     |                                          |             |                                  |             |                                  |             |                                |             |                               
|                                                 | Securities issued for mineral property acquisition  | $                                        | -           | $                                | -           | $                                | -           | $                              | 88,500      |                                |             
|                                                 | Mineral property costs included in accounts payable |                                          |             |                                  | 609,788     |                                  | -           |                                | 609,788     |                                |             
|                                                 | Fair value of stock options exercised               |                                          | -           |                                  | -           |                                  | -           |                                | 289,336     |                                |             
|                                                 | Fair value of share purchase warrants exercised     |                                          | 956,509     |                                  | 209,405     |                                  | 956,509     |                                | 209,405     |                                |             

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



3



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MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

(Expressed in Canadian dollars)  (unaudited)



|                                                        |                                             |          |                                  |           |                                  |           |                                |           |                               
|------------------------------------------------------- | ------------------------------------------- | -------- | -------------------------------- | --------- | -------------------------------- | --------- | ------------------------------ | --------- | ------------------------------
|                                                        |                                             |          | Three months ended June 30, 2009 |           | Three months ended June 30, 2008 |           | Six months ended June 30, 2009 |           | Six months ended June 30, 2008
|                                                        |                                             |          |                                  |           |                                  |           |                                |           |                               
|Net loss for the period before other comprehensive loss |                                             | 490,796  |                                  | 4,261,427 |                                  | 1,737,957 |                                | 7,245,517
|                                                        | Unrealized (gain) loss on investment        | (21,827) |                                  | (42,000)  |                                  | 690       |                                | 257,000  
|                                                        | Investment write down                       |          | -                                |           | -                                |           | (7,770)                        |           | -                             
|                                                        | Realized gain (loss) on sale of investments |          | 3,827                            |           | -                                |           | (10,920)                       |           | -                             
|Comprehensive loss                                      | $                                           | 472,796  | $                                | 4,219,427 | $                                | 1,719,957 | $                              | 7,502,517





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 STATEMENT OF STOCKHOLDERS EQUITY

(Expressed in Canadian dollars)  (unaudited)



|                                                   |                                          |                          |                          |                            |                                        |                                                  |                           
|-------------------------------------------------- | ---------------------------------------- | ------------------------ | ------------------------ | -------------------------- | -------------------------------------- | ------------------------------------------------ | --------------------------
|                                                   |                                          | Number of shares         | Common stock             | 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.



5



---







MIDWAY GOLD CORP.

(An exploration stage company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Expressed in Canadian dollars)  (unaudited)

|                                            |                                          |                    |                     |                            |                                        |                                                  |                           
|------------------------------------------- | ---------------------------------------- | ------------------ | ------------------- | -------------------------- | -------------------------------------- | ------------------------------------------------ | --------------------------
|                                            |                                          | Number of shares   | Common stock        | 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)                                       
|Net loss                                    | -                                        | -                  | -                   | -                          | (10,666,106)                           | (10,666,106)                                    
|Balance, December 31, 2007                  | 49,682,664                               | 80,507,539         | 5,375,624           | (120,000)                  | (37,070,078)                           | 48,693,085                                      
|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           | -                          | (53,235,472)                           | 41,116,713                                      
|Shares issued:                              |                                          |                    |                     |                            |                                        |                                                 
|                                            | Exercise of share purchase warrants      | 12,500,000         | 4,456,509           | (956,509)                  | -                                      | -                                                | 3,500,000                 
|Stock based compensation                    | -                                        | -                  | 486,005             | -                          | -                                      | 486,005                                         
|Unrealized loss on investment               | -                                        | -                  | -                   | (690)                      | -                                      | (690)                                           
|Investment write down                       | -                                        | -                  | -                   | 7,770                      | -                                      | 7,770                                           
|Realized loss on sale of investments        | -                                        | -                  | -                   | 10,920                     | -                                      | 10,920                                          
|Net loss                                    |                                          | -                  | -                   | -                          | -                                      | (1,737,957)                                      | (1,737,957)               
|Balance, June 30, 2009                      | 77,321,664                               | $       92,638,150 | $         5,700,040 | $              18,000      | $     (54,973,429)                     | $       43,382,761                              





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





6



---





MIDWAY GOLD CORP.

(An exploration stage company)

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES

(Expressed in Canadian dollars)  (unaudited)

|                                                      |                                          |                          |                                  |                                  |                                |                                |                                                                 
|----------------------------------------------------- | ---------------------------------------- | ------------------------ | -------------------------------- | -------------------------------- | ------------------------------ | ------------------------------ | ----------------------------------------------------------------
|                                                      |                                          |                          | Three months ended June 30, 2009 | Three months ended June 30, 2008 | Six months ended June 30, 2009 | Six months ended June 30, 2008 | Cumulative period from inception (May 14, 1996) to June 30, 2009
|Exploration costs incurred are summarized as follows: |                                          |                          |                                  |                                 
|Midway project                                        |                                          |                          |                                  |                                  |                               
|                                                      | Assays and analysis                      | $                      - | $               56,921           | $             21,386             | $               56,921         | $                  328,455    
|                                                      | Communication                            | -                        | -                                | -                                | -                              | 9,513                         
|                                                      | Drilling                                 | 2,031                    | 21,277                           | 2,031                            | 477,456                        | 2,044,181                     
|                                                      | Engineering and consulting               | 17,095                   | 100,238                          | 25,153                           | 298,511                        | 3,990,495                     
|                                                      | Environmental                            | 1,110                    | 23,220                           | 1,110                            | 35,681                         | 221,267                       
|                                                      | Field office and supplies                | 7,122                    | 10,052                           | 14,918                           | 35,460                         | 215,563                       
|                                                      | Legal                                    | 20,903                   | 9,145                            | 27,392                           | 16,674                         | 100,279                       
|                                                      | Property maintenance and taxes           | 1,111                    | 511                              | 8,116                            | 3,272                          | 375,465                       
|                                                      | Reclamation costs                        | (4,142)                  | -                                | (2,451)                          | 422                            | 25,315                        
|                                                      | Reproduction and drafting                | -                        | -                                |                                  | -                              | 20,803                        
|                                                      | Salaries and labour                      | 22,489                   | 70,655                           | 50,486                           | 158,421                        | 539,811                       
|                                                      | Travel, transportation and accommodation | 8,154                    | 17,897                           | 15,134                           | 45,402                         | 387,560                       
|                                                      |                                          |                          | 75,873                           | 309,916                          | 163,275                        | 1,128,220                      | 8,258,707                                                       
|Spring Valley Joint Venture project                   |                                          |                          |                                  |                                  |                               
|                                                      | Drilling                                 | 2,505                    | -                                | 2,505                            | -                              | 2,505                         
|                                                      | Engineering and consulting               | -                        | -                                | 411                              | -                              | 411                           
|                                                      | Environmental                            | -                        | -                                | 244                              | -                              | 244                           
|                                                      | Field office and supplies                | 36,711                   | -                                | 58,649                           | -                              | 58,649                        
|                                                      | Management fee                           | 9,978                    | -                                | 16,723                           | -                              | 16,723                        
|                                                      | Property maintenance and taxes           | 1,395                    | -                                | 5,131                            | -                              | 5,131                         
|                                                      | Reclamation costs                        | 822                      | -                                | 1,494                            | -                              | 1,494                         
|                                                      | Salaries and labour                      | 124,780                  | -                                | 218,432                          | -                              | 218,432                       
|                                                      | Travel, transportation and accommodation | 29,800                   | -                                | 47,835                           | -                              | 47,835                        
|                                                      |                                          |                          | 205,991                          | -                                | 351,424                        | -                              | 351,424                                                         
|                                                      | Recovery from joint venture partner      | (205,991)                | -                                | (351,424)                        | -                              | (351,424)                     
|                                                      |                                          |                          | -                                | -                                | -                              | -                              | -                                                               
|Spring Valley project                                 |                                          |                          |                                  |                                  |                               
|                                                      | Assays and analysis                      | -                        | 435,414                          | -                                | 529,363                        | 3,329,900                     
|                                                      | Communication                            | -                        | -                                | -                                | -                              | 10,307                        
|                                                      | Drilling                                 | (605)                    | 1,561,045                        | (152)                            | 2,105,566                      | 10,261,359                    
|                                                      | Engineering and consulting               | -                        | 88,610                           | 2,396                            | 244,740                        | 2,378,665                     
|                                                      | Environmental                            | -                        | 3,853                            | -                                | 8,521                          | 300,445                       
|                                                      | Equipment rental                         | -                        | -                                | -                                | -                              | 64,651                        
|                                                      | Field office and supplies                | (170)                    | 37,731                           | 1,364                            | 71,931                         | 547,183                       
|                                                      | Legal                                    | 3,710                    | 53,454                           | 39,059                           | 79,070                         | 348,108                       
|                                                      | Operator fee                             | -                        | -                                | -                                | -                              | 108,339                       
|                                                      | Property maintenance and taxes           | -                        | 8,085                            | 41                               | 8,558                          | 451,138                       
|                                                      | Reclamation costs                        | (47,365)                 | 790                              | (46,724)                         | 3,275                          | 36,965                        
|                                                      | Reproduction and drafting                | -                        | -                                | -                                | -                              | 29,724                        
|                                                      | Salaries and labour                      | 43,079                   | 162,470                          | 93,961                           | 294,329                        | 1,221,291                     
|                                                      | Travel, transportation and accommodation | 44                       | 74,698                           | 3,973                            | 120,074                        | 847,634                       
|                                                      |                                          |                          | (1,307)                          | 2,426,150                        | 93,918                         | 3,465,427                      | 19,935,709                                                      
|                                                      | Sub-total balance carried forward        | 74,566                   | 2,736,066                        | 257,193                          | 4,593,647                      | 28,194,416                    

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





7



---





MIDWAY GOLD CORP.

(An exploration stage company)

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES  CONTINUED

(Expressed in Canadian dollars)  (unaudited)

|                     |                                          |         |                                  |                                  |                                |                                |                                                                 
|-------------------- | ---------------------------------------- | ------- | -------------------------------- | -------------------------------- | ------------------------------ | ------------------------------ | ----------------------------------------------------------------
|                     |                                          |         | Three months ended June 30, 2009 | Three months ended June 30, 2008 | Six months ended June 30, 2009 | Six months ended June 30, 2008 | Cumulative period from inception (May 14, 1996) to June 30, 2009
|                     |                                          |         |                                  |                                  |                                |                                |                                                                 
|                     | Sub-total balance brought forward        | 74,566  | 2,736,066                        | 257,193                          | 4,593,647                      | 28,194,416                    
|Pan project          |                                          |         |                                  |                                  |                               
|                     | Assays and analysis                      | -       | 170,586                          | -                                | 191,597                        | 574,367                       
|                     | Drilling                                 | -       | 559,671                          | -                                | 569,288                        | 1,250,540                     
|                     | Engineering and consulting               | 64      | 134,569                          | 9,786                            | 213,295                        | 387,015                       
|                     | Environmental                            | -       | 2,195                            | -                                | 9,069                          | 14,860                        
|                     | Field office and supplies                | 7,658   | 11,084                           | 9,159                            | 18,568                         | 79,667                        
|                     | Legal                                    | -       | -                                | 578                              | 86                             | 9,896                         
|                     | Property maintenance and taxes           | 4,196   | 513                              | 4,196                            | 7,173                          | 207,503                       
|                     | Reclamation costs                        | -       | -                                | -                                | -                              | 67,563                        
|                     | Reproduction and drafting                | -       | -                                | -                                | -                              | 5,738                         
|                     | Salaries and labour                      | 4,811   | 102,454                          | 58,000                           | 172,989                        | 730,819                       
|                     | Travel, transportation and accommodation | 2,459   | 22,247                           | 2,459                            | 25,420                         | 138,922                       
|                     |                                          |         | 19,188                           | 1,003,319                        | 84,178                         | 1,207,485                      | 3,466,890                                                       
|Burnt Canyon project |                                          |         |                                  |                                  |                               
|                     | Assays and analysis                      | -       | 13,282                           | -                                | 21,921                         | 21,921                        
|                     | Engineering and consulting               | 961     | 7,369                            | 961                              | 23,158                         | 24,726                        
|                     | Field office and supplies                | 1,109   | 32                               | 1,189                            | 81                             | 1,594                         
|                     | Legal                                    | -       | 1,929                            | 614                              | 2,215                          | 2,828                         
|                     | Property maintenance and taxes           | -       | -                                | -                                | 8,535                          | 20,786                        
|                     | Salaries and labour                      | -       | -                                | -                                | 2,923                          | 2,923                         
|                     | Travel, transportation and accommodation | 5,035   | 616                              | 5,035                            | 1,380                          | 8,080                         
|                     |                                          |         | 7,105                            | 23,228                           | 7,799                          | 60,213                         | 82,858                                                          
|Gold Rock project    |                                          |         |                                  |                                  |                               
|                     | Assays and analysis                      | -       | 22,085                           | -                                | 22,085                         | 22,085                        
|                     | Drilling                                 | 7,137   | 62,933                           | 7,137                            | 96,168                         | 106,901                       
|                     | Engineering and consulting               | 687     | 42,145                           | 687                              | 72,814                         | 110,024                       
|                     | Environmental                            | -       | -                                | -                                | 534                            | 534                           
|                     | Field office and supplies                | 5,211   | 5,784                            | 5,291                            | 8,838                          | 21,422                        
|                     | Legal                                    | -       | -                                | -                                | 1,374                          | 11,699                        
|                     | Property maintenance and taxes           | 2,321   | -                                | 2,321                            | 64,502                         | 156,259                       
|                     | Reclamation costs                        | -       | -                                | 395                              | -                              | 395                           
|                     | Reproduction and drafting                | -       | -                                | -                                | -                              | 339                           
|                     | Salaries and labour                      | -       | 31,680                           | -                                | 34,990                         | 36,817                        
|                     | Travel, transportation and accommodation | -       | 11,499                           | -                                | 15,701                         | 19,206                        
|                     |                                          |         | 15,356                           | 176,126                          | 15,831                         | 317,006                        | 485,681                                                         
|Golden Eagle project |                                          |         |                                  |                                  |                               
|                     | Assays and analysis                      | 1,318   | -                                | 2,541                            | -                              | 2,541                         
|                     | Drilling                                 | 934     | -                                | 934                              | -                              | 934                           
|                     | Engineering and consulting               | 14,871  | -                                | 20,617                           | -                              | 47,252                        
|                     | Field office and supplies                | 1,007   | -                                | 1,278                            | -                              | 1,538                         
|                     | Legal                                    | 8,430   | -                                | 9,008                            | -                              | 19,091                        
|                     | Property maintenance and taxes           | -       | -                                | 1,844                            | -                              | 1,844                         
|                     | Salaries and labour                      | 62      | -                                | 62                               | -                              | 62                            
|                     | Travel, transportation and accommodation | 2,781   | -                                | 4,759                            | -                              | 10,803                        
|                     |                                          |         | 29,403                           | -                                | 41,043                         | -                              | 84,065                                                          
|                     | Sub-total balance carried forward        | 145,618 | 3,938,739                        | 406,044                          | 6,178,351                      | 32,313,910                    

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



8



---





MIDWAY GOLD CORP.

(An exploration stage company)

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES - CONTINUED

(Expressed in Canadian dollars)  (unaudited)

|                                |                                          |         |                                  |                                  |                                |                                |                                                                 
|------------------------------- | ---------------------------------------- | ------- | -------------------------------- | -------------------------------- | ------------------------------ | ------------------------------ | ----------------------------------------------------------------
|                                |                                          |         | Three months ended June 30, 2009 | Three months ended June 30, 2008 | Six months ended June 30, 2009 | Six months ended June 30, 2008 | Cumulative period from inception (May 14, 1996) to June 30, 2009
|                                |                                          |         |                                  |                                  |                                |                                |                                                                 
|                                | Sub-total balance brought forward        | 145,618 | 3,938,739                        | 406,044                          | 6,178,351                      | 32,313,910                    
|Maggie Creek project            |                                          |         |                                  |                                  |                               
|                                | Environmental                            | -       | -                                | -                                | -                              | 197                           
|                                | Field office and supplies                | -       | 117                              | -                                | 4,412                          | 4,630                         
|                                | Legal                                    | -       | 461                              | -                                | 461                            | 461                           
|                                | Property maintenance and taxes           | -       | -                                | -                                | 8                              | 14,275                        
|                                |                                          |         | -                                | 578                              | -                              | 4,881                          | 19,563                                                          
|Thunder Mountain project        |                                          |         |                                  |                                  |                               
|                                | Assays and analysis                      | -       | 5,959                            | -                                | 5,959                          | 14,568                        
|                                | Drilling                                 | -       | -                                | -                                | 35,396                         | 77,956                        
|                                | Engineering and consulting               | -       | -                                | -                                | -                              | 705                           
|                                | Environmental                            | -       | -                                | -                                | 108                            | 1,717                         
|                                | Field office and supplies                | 1,039   | -                                | 1,039                            | -                              | 1,039                         
|                                | Property maintenance and taxes           | 1,004   | -                                | 1,004                            | -                              | 13,476                        
|                                | Reclamation costs                        | -       | -                                | -                                | -                              | 2,377                         
|                                | Salaries and labour                      | -       | -                                | -                                | -                              | 2,047                         
|                                | Travel, transportation and accommodation | -       | -                                | -                                | 55                             | 55                            
|                                |                                          |         | 2,043                            | 5,959                            | 2,043                          | 41,518                         | 113,940                                                         
|Roberts Gold (Afgan)            |                                          |         |                                  |                                  |                               
|                                | Assays and analysis                      | -       | -                                | -                                | 12,808                         | 20,255                        
|                                | Communications                           | -       | -                                | -                                | -                              | 10,034                        
|                                | Drilling                                 | -       | -                                | -                                | 3,025                          | 69,131                        
|                                | Engineering and consulting               | -       | -                                | -                                | -                              | 30,136                        
|                                | Environmental                            | -       | 4,665                            | -                                | 4,665                          | 4,665                         
|                                | Field office and supplies                | 1,257   | 789                              | 1,257                            | 1,033                          | 5,150                         
|                                | Legal                                    | -       | -                                | 4,290                            | -                              | 7,641                         
|                                | Property maintenance and taxes           | -       | -                                | -                                | -                              | 54,648                        
|                                | Reclamation costs                        | -       | -                                | 539                              | 3,795                          | 4,871                         
|                                | Salaries and labour                      | -       | -                                | -                                | 107                            | 19,203                        
|                                | Travel, transportation and accommodation | -       | 14                               | -                                | 276                            | 8,599                         
|                                |                                          |         | 1,257                            | 5,468                            | 6,086                          | 25,709                         | 234,333                                                         
|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                                                         
|                                | Sub-total balance carried forward        | 148,918 | 3,950,744                        | 414,173                          | 6,250,459                      | 33,125,333                    

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 - CONTINUED

(Expressed in Canadian dollars)  (unaudited)



|                        |                                          |         |                                  |                                  |                                |                                |                                                                 
|----------------------- | ---------------------------------------- | ------- | -------------------------------- | -------------------------------- | ------------------------------ | ------------------------------ | ----------------------------------------------------------------
|                        |                                          |         | Three months ended June 30, 2009 | Three months ended June 30, 2008 | Six months ended June 30, 2009 | Six months ended June 30, 2008 | Cumulative period from inception (May 14, 1996) to June 30, 2009
|                        |                                          |         |                                  |                                  |                                |                                |                                                                 
|                        | Sub-total balance brought forward        | 148,918 | 3,950,744                        | 414,173                          | 6,250,459                      | 33,125,333                    
|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                                                         
|Ruby Violet project     |                                          |         |                                  |                                  |                               
|                        | 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                                                       
|Property investigations |                                          |         |                                  |                                  |                               
|                        | Assays and analysis                      | 6,297   | 11,230                           | 6,342                            | 16,840                         | 167,111                       
|                        | Drilling                                 | -       | -                                | -                                | -                              | 169,129                       
|                        | Engineering and consulting               | -       | 6,807                            | -                                | 12,267                         | 210,183                       
|                        | Environmental                            | -       | -                                | -                                | 5,132                          | 22,761                        
|                        | Field office and supplies                | 984     | 401                              | 984                              | 1,458                          | 18,456                        
|                        | Legal                                    | -       | 7,541                            | -                                | 10,660                         | 10,952                        
|                        | Property maintenance and taxes           | -       | 1,316                            | -                                | 1,316                          | 123,230                       
|                        | Reclamation costs                        | -       | 239                              | 51                               | 1,471                          | 2,690                         
|                        | Reproduction and drafting                | -       | -                                | -                                | -                              | 4,942                         
|                        | Salaries and labour                      | -       | -                                | -                                | -                              | 3,674                         
|                        | Travel, transportation and accommodation | 231     | 6,053                            | 809                              | 21,760                         | 108,704                       
|                        |                                          |         | 7,512                            | 33,587                           | 8,186                          | 70,904                         | 841,832                                                         
|                        |                                          |         | $          156,430               | $          3,984,331             | $           422,359            | $          6,321,363           | $             43,283,155                                        

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



10



---

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





1.

Nature of operations:



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.



Going concern uncertainty



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 ability of the Company to continue as a going concern is uncertain and dependent upon obtaining the financing necessary to meet its financial commitments and to complete the development of its properties and/or realizing proceeds from the sale of one or more of the properties.  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, and the attainment of profitable operations. As at June 30, 2009, the Company had cash of $3,215,207, working capital of $3,031,244, and has accumulated losses of $54,973,429 since inception.



Management anticipates that although the Companys funds on hand could be made to last for the next twelve months Midway plans to raise capital in 2009 or 2010 to fund its continued exploration and development.



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, 2008 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, 2008 and have been consistently followed in the preparation of these consolidated interim financial statements, except as follows:



Recent United States Accounting Pronouncements:



In June 2009, the Financial Accounting and Standards Board (FASB)  issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162 (SFAS 168). SFAS 168 will become the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, SFAS 168 will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in SFAS 168 will become non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of SFAS 168 will not have an impact on our consolidated financial
position, results of operations or cash flows.



11



---

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





In May 2009, the Financial Accounting and Standards Board (FASB)  issued Statement No. 165, Subsequent Events (SFAS 165). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, SFAS 165 provides (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual periods ending after June 15, 2009.  Midway has evaluated all subsequent events through August 10, 2009, the date of filing of this Form 10-Q. The adoption of this statement did not have a material effect on the Companys financial statements.



In April 2009, the FASB issued Statement No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FASB Staff Position (FSP) provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The adoption of this statement did not have a material effect on the Companys financial statements.



In April 2009, the FASB issued Statement 115-2 and Statement 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The most significant change the FSP brings is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this statement did not have a material effect on the Companys financial statements.



In April 2009, the FASB issued FSP 107-1 and APB 28-1 Interim Disclosures about Fair Value of Financial Instruments.  The FSP requires disclosure about the fair value of its financial instruments and the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  The FSP is effective for the Company as of June 30, 2009 and its adoption did not impact the Companys interim consolidated financial condition or results of operations.



In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133(SFAS 161). SFAS 161 intends to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position, financial performance and cash flows. SFAS 161 also requires disclosure about an entitys strategy and objectives for using derivatives, the fair values of derivative instruments and their related gains and losses. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008, and is applicable to the Companys fiscal year beginning January 1, 2009. The adoption of SFAS 161 did not have a material impact on the Companys consolidated financial statements.



In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (FAS 141R), which replaces FAS 141 and SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (FAS 160). FAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the





12



---

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. FAS 141R and FAS 160 shall be applied prospectively on or after an entitys fiscal year that begins on or after December 15, 2008. FAS 141R and FAS 160 did not have a material impact on the Companys consolidated financial statements.



3.

Fair Value Measurements:



Statement of Financial Accounting Standards No. 157, Fair Value Measurements(SFAS 157), clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. We have adopted SFAS 157 and FASB Staff Position FAS 157-2: Effective Date of FASB Statement No. 157effective January 1, 2008. The adoption of SFAS 157 for financial instruments as required at January 1, 2008 did not have a material effect on our consolidated financial statements; however, we are required to provide additional disclosure as part of our consolidated financial statements. We adopted SFAS 157 for non-financial assets and non-financial liabilities on January 1, 2009 as required and the provisions did not have a material effect on our consolidated financial statements.



SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and  Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.



The valuation of investments in marketable securities include available for sale securities.  The Companys Level 1 assets include the valuation of the common shares available for sale with no trading restrictions as determined using a market approach based upon unadjusted quoted prices for identical assets in an active market.   Level 1 assets also include the valuation of warrants that are considered derivatives and are marked to market each reporting period based upon unadjusted quoted prices for identical assets in active markets.  The Companys Level 2 assets include the valuation of common shares with trading restrictions that will be removed within one year of the financial period reporting date as determined using a market approach and based upon quoted prices for identical assets in an active market adjusted by a discount to market comparable to the discount allowed by the TSX Venture Stock Exchange for private placements.



The determination of fair value for financial reporting purposes as at June 30, 2009 and utilizing the applicable framework is as follows:



|                              |                                                      |                                     |                                 |        
|----------------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------- | -------
|Financial Instrument          | Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Total  
|                              | Level 1                                              | Level 2                             | Level 3                         |        
|Available-for-sale securities | $-                                                   | $54,000                             | $-                              | $54,000
|Derivatives                   | 20,000                                               | -                                   | -                               | 20,000 
|Total                         | $20,000                                              | $54,000                             | $-                              | $74,000





13



---

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





4.

Investments

|                                       |                              |         |                                       |           
|-------------------------------------- | ---------------------------- | ------- | ------------------------------------- | ----------
|                                       | June 30, 2009               
|                                       | Number of shares or warrants | Cost    | Accumulated unrealized gains (losses) | Fair value
|                                       |                              | ($)     | ($)                                   | ($)       
|Available for sale - common shares (a) | 400,000                      | 36,000  | 18,000                                | 54,000    
|Warrants (b)                           | 1,000,000                    | 100,000 | (80,000)                              | 20,000    
|Total investments                      |                              | 136,000 | (62,000)                              | 74,000    



(a)

As at June 30, 2009, all of the Rye Patch common shares are marked to market.



(b)

The 1,000,000 common share purchase warrants entitle the Company to purchase one common share of Rye Patch at an exercise price of $1.00 until September 28, 2009.  Warrants are considered derivatives thus are marked to market each reporting period with gains or losses recorded in the Statement of Operations.



During the period ended June 30, 2009, the Company realized a loss of $10,920 on the sale of 1,444,500 common shares of Rye Patch for proceeds of $191,985.   The Company recognized in other comprehensive income an unrealized gain on the common shares of $18,000 of Rye Patch for the difference in the fair value at June 30, 2009 and March 31, 2009.  The Company recognized in earnings an impairment on the common shares of $7,770 of Rye Patch for the difference in the fair value at March 31, 2009 and December 31, 2008.  The Company considers that the decline in market value of this investment meets 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 $80,000 in the statement of operations.



5.

Equipment:



|                   |               |                          |                   |  |             |                          |               
|------------------ | ------------- | ------------------------ | ----------------- |  | ----------- | ------------------------ | --------------
|                   | June 30, 2009 |                          | December 31, 2008
|                   | Cost          | Accumulated depreciation | Net book value    |  | Cost        | Accumulated depreciation | Net book value
|                   |               |                          |                   |  |             |                          |               
|Computer equipment | $234,071      | $      169,754           | $    64,317       |  | $   234,071 | $         130,741        | $    103,330  
|Office equipment   | 62,717        | 31,336                   | 31,381            |  | 62,717      | 26,398                   | 36,319        
|Field equipment    | 60,315        | 26,047                   | 34,268            |  | 66,569      | 22,073                   | 44,496        
|Trucks             | 68,336        | 59,998                   | 8,338             |  | 89,389      | 55,209                   | 34,180        
|                   | $425,439      | $      287,135           | $  138,304        |  | $   452,746 | $         234,421        | $    218,325  





14



---

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





6.

Mineral properties:



Details on the Companys mineral properties are found in note 5 to the audited consolidated financial statements for the year ended December 31, 2008.

|                     |                         |                              |                            |                        
|-------------------- | ----------------------- | ---------------------------- | -------------------------- | -----------------------
|Mineral property     | December 31, 2008       | Additions                    | Written off                | June 30, 2009          
|Midway               | $             6,711,786 | $                          - | $                        - | $             6,711,786
|Spring Valley        | 5,664,517               | -                            | -                          | 5,664,517              
|Pan                  | 32,089,443              | 188,860                      | -                          | 32,278,303             
|Afgan (Roberts Gold) | 92,936                  | -                            | -                          | 92,936                 
|Gold Rock            | 263,745                 | 159,087                      | -                          | 422,832                
|Burnt Canyon         | 70,480                  | 17,507                       | -                          | 87,987                 
|Golden Eagle         | 2,078,220               | 175,302                      | -                          | 2,253,522              
|                     | $           46,971,127  | $                540,756     | $                        - | $           47,511,883 



Spring Valley property, Nevada:



The Company signed an exploration and option to joint venture agreement with Barrick Gold Exploration Inc., a wholly owned subsidiary of Barrick Gold Corporation, effective on March 9, 2009, on the Spring Valley gold project that superseded a term sheet executed on October 17, 2008.  Barrick is granted the exclusive right to earn a 60% interest in the project by spending US$30,000,000 on the property (US$4,000,000 guaranteed in the first year) over five years. Barrick may increase its interest by 10% (70% total) by spending an additional US$8,000,000 in the year immediately after vesting at 60%. At the Companys election, Barrick may also earn an additional 5% (75% total) by carrying the Company to a production decision and arranging financing for the Companys share of mine construction expenses with the carrying and financing costs plus interest to be recouped by Barrick once production has been established. The Company will coordinate geologic and administrative activities under the direction of Barrick, billing monthly at cost plus an administrative fee of 5%.



At June 30, 2009 the Company had an amounts receivable of $64,471 for recoverable salaries and expenses from Barrick for the Spring Valley project.  This balance was paid subsequent to June 30, 2009.



Golden Eagle property, Washington:



In the six months ended June 30, 2009, the Company staked additional claims and purchased two additional blocks of land at a cost of $175,302 (US$154,348) to expand its Golden Eagle land property package.



7.

Share capital:



(a)

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



(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.



(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.





15



---

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





(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.



(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.





16



---

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





(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.



(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.



17



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MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





(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.



(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





18



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MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)





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 $956,509as to warrants.   The Company incurred $23,395in issue costs for this private placement. By May 11, 2009 all of the warrants were exercised.



(xxxi)

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



(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. Stock options granted pursuant to the Plan 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.



|                                |                          |                             |           |           |                      |                         |                              
|------------------------------- | ------------------------ | --------------------------- | --------- | --------- | -------------------- | ----------------------- | -----------------------------
|Expiry date                     | Exercise price per share | Balance 
December 31,
 2008 | Granted   | Exercised | Cancelled or expired | Balance 
June 30,
 2009 | Intrinsic Value June 30, 2009
|                                |                          |                             |           |           |                      |                         |                              
|September 14, 2009              | $0.80                    | 222,500                     | -         | -         | -                    | 222,500                 | -                            
|February 4, 2010                | $0.85                    | 80,000                      | -         | -         | -                    | 80,000                  | -                            
|June 24, 2010                   | $1.30                    | 225,000                     | -         | -         | (75,000)             | 150,000                 | -                            
|March 9, 2011                   | $2.00                    | 75,000                      | -         | -         | -                    | 75,000                  | -                            
|March 22, 2011                  | $2.00                    | 100,000                     | -         | -         | -                    | 100,000                 | -                            
|May 4, 2011                     | $2.00                    | 30,000                      | -         | -         | -                    | 30,000                  | -                            
|June 11, 2011                   | $2.53                    | 310,000                     | -         | -         | (75,000)             | 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                 | -                            
|April 26, 2012                  | $3.20                    | 100,000                     | -         | -         | (100,000)            | -                       | -                            
|July 31, 2012                   | $2.71                    | 816,667                     | -         | -         | (241,667)            | 575,000                 | -                            
|October 30, 2012                | $3.36                    | 100,000                     | -         | -         | -                    | 100,000                 | -                            
|November 16, 2012               | $3.25                    | 26,667                      | -         | -         | (26,667)             | -                       | -                            
|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                      | -         | -         | -                    | 50,000                  | -                            
|May 23, 2013                    | $2.00                    | 75,000                      | -         | -         | -                    | 75,000                  | -                            
|July 16, 2013                   | $2.00                    | 163,333                     | -         | -         | (13,333)             | 150,000                 | -                            
|January 8, 2014                 | $0.56                    | -                           | 1,415,000 | -         | -                    | 1,415,000               | $         225,200            
|                                |                          | 3,094,167                   | 1,415,000 | -         | (531,667)            | 3,977,500               | $         225,200            
|                                |                          |                             |           |           |                      |                         |                              
|Weighted average exercise price |                          | $2.26                       | $0.56     | $0.00     | $2.59                | $1.61                   |                              



The intrinsic value of stock options outstanding at June 30, 2009 related to vested options was $225,200.  Intrinsic value for vested stock options is calculated on the difference between the exercise prices of the underlying options and the quoted price of $0.80 for our common stock as of June 30, 2009.



At June 30, 2009 all but 823,333 of the 3,977,500 stock options outstanding were exercisable.





19



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MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)







The Company recorded stock-based compensation expense of $486,005 in the six months ended June 30, 2009 (June
30, 2008 - $334,476) for options vesting in that period of which $329,700 (June 30, 2008 - $172,267) was included in salaries and benefits in the statement of operations and $156,305 (June 30, 2008 - $162,209) was included in salaries and labour in the schedule of mineral exploration expenditures.  There is a balance of $152,019 that will be recognized in fiscal 2009 and fiscal 2010 as the options vest.



The Company uses the simplified method to estimate the expected life of stock options because there is not enough historical share option exercise experience upon which to estimate expected terms with any greater degree of certainty.  The simplified method is the average of the vesting term and the contract life. The $0.33 fair value of each stock option grant in the six months ended June 30, 2009 was calculated using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of 3 years; volatility of 93.74%; no dividend yield; and a risk free interest rate of 1.38%.



(d)

Share purchase warrants:



The continuity of share purchase warrants is as follows:



|             |                          |                           |        |              |         |                        
|------------ | ------------------------ | ------------------------- | ------ | ------------ | ------- | -----------------------
|Expiry date  | Exercise price per share | Balance December 31, 2008 | Issued | Exercised    | Expired | Balance
 June 30,
 2009
|             |                          |                           |        |              |         |                        
|May 12, 2009 | $0.28                    | 12,500,000                | -      | (12,500,000) | -       | -                      
|             |                          | 12,500,000                | -      | (12,500,000) | -       | -                      



8.

Promissory note:



On July 17, 2008, the Company and Golden Predator Mines Inc. (Golden Predator) entered into a term sheet (the Term Sheet) describing the principal terms of a business combination between the two companies.  Completion of the transaction was subject to receipt of a favourable fairness opinion, completion of due diligence investigations, the parties entering into a definitive agreement, securities law compliance and obtaining all necessary court, regulatory, stock exchange, board and shareholder approvals.  On September 15, 2008 the Term Sheet expired and the business combination was not completed.



Pursuant the Term Sheet, Golden Predator agreed to provide a loan facility of $5 million to the Company, which the Company could draw upon in instalments of $1 million.    On August 28, 2008 the Company drew $2 million of the facility and issued a promissory note that will mature with interest at the Canadian prime rate plus 2% on July 16, 2009.  On November 12, 2008 the Company and Golden Predator mutually agreed to release each other from all matters related to the Term Sheet, remove all restrictions and reporting obligations for the use of proceeds of the Promissory Note and the Company agreed to early pay Golden Predator $1,000,000 of the Promissory Note together with $27,274 interest accrued to that date.  Finally the Company agreed that 50% of the proceeds of any warrants exercised pursuant to the private placement closed on November 12, 2008 will be applied to the Promissory Note until it is paid.  By June 30, 2009 the Company paid Golden Predator the $1,000,000 principal of the Promissory Note together with interest of $24,101 accrued to the date of payment.



9.

Related party transactions:



(a)

During the six-months ended June 30, 2009 $45,000 (2008 - $45,000) was paid for office facilities and administrative services to a company with an officer in common.

(b)

Recovery of office costs from a company managed by common directors and officers $nil (2008 - $2,513).

(c)

During the six-months ended June 30, 2008 the Company issued a director, at the time, 30,000 common shares pursuant to a mineral property agreement.



Included in accounts payable and accrued liabilities at June 30, 2009 is $7,740 (June 30, 2008 - $41,788) 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.







20



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MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the six month periods ended June 30, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)







10.

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. Investments as at June 30, 2009 are recorded at fair value (note 4).



11.

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 on 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.  There is no specific timetable for the Nevada court to consider MGCs motion to dismiss.   The outcome of this matter is not determinable at present.











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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 April 1, 2009, 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



22



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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.



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 Canadian corporate office is in White Rock, B.C.

Midway operates from an office in Helena, Montana.  In addition, the Company has two field offices in Lovelock and Tonopah, Nevada. These offices support the Spring Valley, Midway and Pan Projects, respectively. These offices also support work on four other exploration projects, located on three of the major Nevada gold trends. Midway currently controls over 69 square miles (157 sq. km) of mineral rights on the Battle Mountain-Eureka, Humboldt and Round Mountain Trends and the Republic Gold Trend in Washington.

Midway has four advanced exploration projects:  the Spring Valley, Pan, Golden Eagle, and the Midway projects, and four earlier stage exploration targets. These early stage exploration projects include Gold Rock, Roberts Gold, Burnt Canyon, and Thunder Mountain.



The map below shows the location of Midways properties located in Nevada, USA.  Activities on these properties in the second quarter ended June 30, 2009 and up to August 10, 2009, the date of this Quarterly Report filed on Form 10Q are described in further detail below.



23



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[midway10q081109023.gif]



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 MD&A.



Highlights for the second quarter 2009:



·

On April 7, 2009 the Company filed a NI 43-101 technical report on the Spring Valley Inferred Resource.  The new inferred resource is estimated at 87.75 million tons grading 0.021 ounce per ton gold containing 1,835,615 ounces of gold representing an 85% increase in estimated contained gold.



·

On June 25, 2009 the Company announced a Golden Eagle Indicated Resource estimated at 31.9 million tons grading 0.055 ounce per ton gold containing 1,769,000 ounces of gold and Inferred Resources estimated at 5.1 million tons grading 0.038 ounce per ton gold containing 194,000 ounces of gold, both reported at a 0.020 cutoff.



·

A drill program is being designed for the Burnt Canyon project. Additional historic data is being compiled and analyzed.



Cautionary Note to U.S. Investors In this Quarterly Report we use the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource, as defined in accordance with NI 43-101. US investors are advised to read carefully the definitions of these terms as well as the Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates above.



24



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A summary of operations for the six months ended June 30, 2009 and up to August 10, 2009 are:



Midways Nevada Properties



Humboldt Gold Trend



Spring Valley Property, Pershing County, Nevada



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.



On March 2, 2009 the Company announced an updated mineral resource estimate of 87,750,000 tons grading 0.021 opt containing 1,835,615 ounces of gold at a cut-off grade of 0.006 opt using a $715 Lerchs-Grossman Optimization Shell.  This updated estimate represents an 85% increase in contained gold at Spring Valley and includes drilling completed through the end of 2008.  The new resource incorporates portions of the West Diatreme, North Hill and newly discovered Big Leap zones that were not included in the last resource estimate prepared by AMEC at December 15, 2007. Gold mineralization remains open for expansion to the north, south, and at depth.



This resource estimate is in compliance with Canadas NI 43-101 and in accordance with CIM Definition Standards for Mineral Resources and Mineral Reserves.  It was conducted under the supervision of Eric LeLacheur (CPG), Spring Valley Project Manager, and Don Harris (M.Sc., CPG), Vice President-Advanced Projects, who are the Qualified Persons responsible for the resource.



The property is currently operating under an exploration, development, and mine operating agreement with Barrick Gold Exploration Inc, a wholly owned subsidiary of Barrick Gold Corporation.



Cautionary Note to U.S. Investors In this Quarterly Report we use the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource, as defined in accordance with NI 43-101. US investors are advised to read carefully the definitions of these terms as well as the Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates above.



The current resource estimate includes drill results from 450 holes up to December 31, 2008 at Spring Valley in the Pond, Sill, Porphyry, Valley Breccia, North Hill, West Diatreme, and Big Leap Zones.  Mineralized domains were established by interpretation of geological, structural and assay information on sections. Assays within the domains were composited into 10 foot intervals. Search distances and directions were established using spherical variograms on the composites within the domains. A capping threshold of 1.00 opt gold was utilized, and assays greater than 1.00 opt gold were set to 1.00 opt gold. Higher grade composites between 0.25 and 1.0 opt were given a restricted range of 100 feet to limit high grade influences. A density of 12.6 cubic feet per short ton was applied to all bedrock material, and 14.0 cubic feet per short ton was applied to alluvium overburden. A three dimensional block model was generated using Surpac®, a commercially available mine planning software package. Composited assays were used to estimate tons and gold grades within domains using an inverse distance cubed (ID3) estimation method. Resources reported are included within a Lerchs-Grossmann (L-G) optimization shell using a $715 per ounce gold price.  The L-G shell is an economic test that simulates a break even pit using current mining costs.



The Company expended $93,918 on the Spring Valley project in the six months ended June 30, 2009 which includes $39,059 of legal costs incurred to finalize the agreement with Barrick and other matters related to the project.  As discussed below the Company expended and recovered an additional $351,424 on the Spring Valley Project from Barrick.



A Technical Report by Midway supporting disclosure of this mineral resource was filed on the Companys profile on www.sedar.com on March 30, 2009.  The Technical Report updates the project as of December 31, 2008, and outlines work on the resource and progress to date.





25



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See Midway press release, March 2, 2009 at www.midwaygold.com,



Exploration, Development and Mine Operating Agreement



On March 10, 2009, Midway, through its wholly-owned subsidiary MGC Resources Inc., executed an Exploration, Development and Mine Operating Agreement, effective March 9, 2009 (the EDM Agreement), with Barrick Gold Exploration Inc. (Barrick), a wholly-owned subsidiary of Barrick Gold Corporation, regarding the exploration, development and possible joint venture of Midways Spring Valley Gold Project in Pershing County, Nevada (the Project).



Exploration Period



Under the terms of the EDM Agreement, MGC granted to Barrick the exclusive right to explore and develop the Project. During this exploration period, Barrick has the exclusive right to earn a 60% interest in the Project by spending US$30,000,000 on the property (US$4,000,000 guaranteed in the first year ending December 31, 2009) over a five-year period ending December 31, 2013. During this five-year period, outside of the mandatory first year expenditure, Barrick shall have the sole right to determine the nature, scope, extent and method of all operations in relation to the property, without having to consult or gain the approval of the Midway. Barrick will be required to provide Midway with certain information and reports and access to the Project to conduct inspections of operations during this period.



After vesting at 60%, Barrick may increase its interest by 10% (70% total) by spending an additional US$8,000,000 on or before December 31, 2014.   At Midways election, Barrick may also earn an additional 5% (75% total) by carrying Midway to a production decision and arranging financing for Midways share of mine construction expenses with the carrying and financing costs plus interest to be recouped by Barrick once production has been established.



Midway is coordinating geologic and administrative activities during the earn-in period for a negotiated administrative fee.



Joint Venture



Under the terms of the EDM Agreement, Midway shall have a period of 120 days from the last of the following events to occur to elect to enter into a joint venture agreement with Barrick with respect to the Project: (i) upon receipt of notice from Barrick that it has not elected to earn the additional 10% interest by spending an additional US$8,000,000; (ii) upon receipt of notice from Barrick that it has timely incurred the additional US$8,000,000 expenditure on the Project to earn the additional 10% interest; (iii) upon receipt of notice from Barrick that it has elected but failed to timely incur the additional US$8,000,000 expenditure on the Project. If Midway fails to notify Barrick within the 120-day period, Midway will be deemed to have elected to enter into the joint venture with Barrick.



If Midway elects or is deemed to have elected to enter into the joint venture agreement with Barrick, initial capital accounts will be established in accordance with Barricks earned interest in the Project and Barrick will become the manager of the joint venture



If Midway elects not to enter into the joint venture, then either: (i) within 365 days of Midways notice electing not to enter into the joint venture, Barrick will exercise its option to purchase Midways interest in the Project for US$40,000,000 and a 2% net smelter royalty return (NSR) on production from the Project; or (ii) Barrick will elect not to exercise its option to purchase Midways interest in the Project and the joint venture will be formed with Midway being deemed to have elected the carry option and any operations costs incurred by Barrick in the 365-day election period will be treated as Midways development costs.



The EDM Agreement also provides for the adjustment of a partys participating interest in the joint venture upon default in making agreed-upon contributions to adopted programs and budgets or upon contributing less to a program and budget than a percentage equal to the partys participating interest.



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Further, the EDM Agreement provides that if Midways participation interest falls below 10%, Midway shall be deemed to have withdrawn from the joint venture and all of Midways participating interests will be assigned to Barrick, with Midway reserving a 2% NSR.



Under the EDM Agreement, a partys whose recalculated participating interest is reduced to 10% shall be deemed to have withdrawn from the joint venture and shall relinquish its entire participating interest. Such relinquished participating interest shall be deemed to have accrued automatically to the other party. The reduced party shall have the right to receive 10% of net proceeds, if any, to a maximum amount of 75% percent of the reduced partys equity account balance as of the effective date of the withdrawal. Upon receipt of such amount, the reduced party shall thereafter have no further right, title, or interest in the Project or under the EDM Agreement.



Barrick is required to conduct and fund exploration in 2009 on the Spring Valley project at a minimum level of US$4,000,000.  Barrick has informed Midway its program will include 45,000 feet of infill core and reverse circulation drilling and approximately twelve holes will be drilled for metallurgical testing purposes.



Drilling was initiated by Barrick on March 9th, 2009. Two drill rigs are currently operating on the project, drilling core for metallurgical testing and in-fill holes of the known resources.



At June 30, 2009 the Company had an amounts receivable of $64,471 for recoverable salaries and expenses from Barrick for the Spring Valley project.  This balance was paid subsequent to June 30, 2009.



See Midway press release dated  March 11, 2009 at www.midwaygold.com filed on Form 8-K with the Securities and Exchange Commission on March 16, 2009.



Round Mountain Gold Trend

Midway Property, 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. It is a high-grade epithermal quartz-gold vein system, on the Round Mountain  Goldfield gold trend. An underground decline is being permitted to bulk sample and test a group of high grade veins. Bulk sampling and metallurgical testing will help determine the true grade of the veins, provide a large sample for metallurgical testing and a drill platform to delineate reserves, and move the project toward production.



Midway hopes to be permitted for the bulk sample in 2010.



Activity in the six months ended June 30, 2009 at a cost of $163,275 was focused on negotiation of a water usage agreement with the town of Tonopah.Once the water agreement is in place then the Company can finalize the Plan of Operation and submit it to the BLM.





Republic Gold Trend

Golden Eagle Project, Ferry County, Washington



The map below shows the location of Midways property located in Washington, USA.  This property is described in further detail below.





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[midway10q081109025.gif]



The Golden Eagle property is approximately 339.56 acres of private land located in Ferry County, Washington.  The property is accessed by driving two miles northwest of the town of Republic, Washington along the Knob Hill county road.

In 2008, Midway acquired 100% of the Golden Eagle project and began compiling and reviewing the historic database of 847 drill holes containing 165,775 feet of mostly core drilling (74%), to create a modern gold model.  In 2009 Midway expanded its land position by staking additional ground and acquiring additional land.



On June 25, 2009 the Company announced an Indicated Resource estimated at 31.9 million tons grading 0.055 ounce per ton gold containing 1,769,000 ounces of gold and Inferred Resources estimated at 5.1 million tons grading 0.038 ounce per ton gold containing 194,000 ounces of gold at a cut-off grade of 0.02 ounce per ton gold using a $750 Lerchs-Grossman optimization shell.



The resource estimate is compliant with Canadas NI 43-101 and with CIM Definition Standards for Mineral Resources and Mineral Reserves.  It was conducted under the supervision of Eric Chapman (M.Sc., C.Geol), Snowden Mining Industry Consultants Inc., Don Harris (M.Sc., CPG) MGC Resources,  and Thom Seal (PhD, PE), Principal and Metallurgist, Differential Engineering Inc. who are the Qualified Persons responsible for the technical report.



See Midway press release, June 25, 2009 at www.midwaygold.com,



Cautionary Note to U.S. Investors In this Quarterly Report we use the terms mineral resource, measured



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mineral resource, indicated mineral resource and inferred mineral resource, as defined in accordance with NI 43-101. US investors are advised to read carefully the definitions of these terms as well as the Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates above.



The resource estimate includes verified drill results from 204 historic holes that were available up to May 1, 2009.  Verification was completed by comparison of gold values to laboratory certificates and drill logs obtained from historic operators of the project.  Only gold values that had laboratory certificates or drill log verification were used in the resource estimate. Mineralized domains were established by interpretation of geological, structural and assay information on sections and plans. Assays within the domains were composited into 5 foot intervals. Search distances and directions were established using spherical variograms on the composites within the domains. A capping threshold of 0.10 to 0.50 opt gold was utilized depending upon the domain, and assays greater than the capping threshold would be set to that value.  Less than 0.2% of the samples were affected by the capping.  A density factor of 13.7 cubic feet per short ton (ft3/st) was applied to the mineralized bedrock material, and 13.5 to 14.3 ft3/st was applied to surrounding bedrock.  A tonnage factor of 15.1 ft3/st was applied to overlying glacial till. A three dimensional block model was generated using Datamine®, a commercially available mine planning software package. Composited assays were used to estimate tons and gold grades within domains using an ordinary kriging estimation methodology. Resources reported are included within a Lerchs-Grossmann (L-G) optimization shell, which was generated using a $750 per ounce gold price and 85% gold recovery.  The L-G shell is an economic test that simulates a break-even pit using current mining costs.



A Technical Report by Snowden Mining Industry Consultants supporting disclosure of this mineral resource will be filed on Sedar by August 10, 2009.  The Technical Report updates the project as of May 1, 2009, and outlines work on the resource and progress to date.



Results of operations for the six months ended June 30, 2009 compared to the six months ended June 30, 2008



The net loss for the six months ended June 30, 2009 was $1,737,957 (2008  $7,245,517).  The decrease in net loss was due primarily to decreased exploration expenses on the Companys Nevada projects and an overall decrease in most categories of expenses.



Significant differences in costs between the periods are as follows:



Exploration expenses in the six months ended June 30, 2009 was $422,359 (2008  $6,321,363).  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 $156,305 (2008 - $162,209).



Investor relations and travel costs combined were $119,995 for the six months ended June 30, 2009 (2008 - $176,481).  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.



Professional fees paid to lawyers and auditors increased to $396,585 for the six months ended June 30, 2009 compared to $142,604 for the six months ended June 30, 2008 as the Company investigates and evaluates business opportunities.



Directors fees and salaries and benefits of $701,974 (2008 - $622,117) are payments to the Companys non-management directors and Midways staff based in Helena, Montana.   In the six months ended June 30, 2009 directors fees paid or accrued were $10,845 (2008 - $63,652).  Salaries and benefits paid in the six months ended June 30, 2009 were $691,129 (2008 - $558,465).  However in US dollar terms the salaries paid in the six months ended June 30, 2009 were US$299,635 compared to US$383,491 in the six months ended June 30, 2008.  The category also includes the estimated fair value of stock based compensation for stock options granted and vested to employees, directors and officers in the period of $329,700 (2008 - $172,267).





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Interest income has declined with the Companys lower cash balances and the reduction in interest rates.  The income tax recovery of $11,900 (2008 - $464,000) and an unrealized foreign exchange gain of $370,092 (2008  loss of $229,892) included in the foreign exchange gain of $261,565 (2008  loss of $207,313) relate to the US dollar denominated future income tax liability recorded upon the acquisition of Pan-Nevada in April 2007.





Summary of Quarterly Results (Unaudited)



|                                      |  |           |          |          |           |           |            |          |       |           |  |       |  |  | 
|------------------------------------- |  | --------- | -------- | -------- | --------- | --------- | ---------- | -------- | ----- | --------- |  | ----- |  |  | 
|                                      |  | June
2009 | Mar
2009 | Dec
2008 | Sept
2008 | June
2008 | March
2008 | Dec
2007 |       | Sept
2007 |  |      
|$(000s) except per share amounts     |  |           |          |          |           |           |            |         
|Revenue from the sale of minerals     |  | Nil       | Nil      | Nil      | Nil       | Nil       | Nil        |          | Nil   |           |  | Nil   |  | 
|Net loss                              |  | 491       | 1,247    | 5,238    | 3,682     | 4,261     | 2,984      |          | 2,330 |           |  | 3,547 |  | 
|Net loss per share, basic and diluted |  | 0.01      | 0.02     | 0.11     | 0.06      | 0.08      | 0.06       |          | 0.05  |           |  | 0.08  |  | 



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.

(5)

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



Liquidity and Capital Resources



The Company began the 2009 year with cash and cash equivalents of $2,416,438.  During the six months ended June 30, 2009, the Company expended $1,544,312 on operations, invested a total of $156,919 in mineral property and equipment and received $3,500,000from the exercise of warrants and paid $1,000,000 owing for the promissory note to end at June 30, 2009 with cash and cash equivalents of $3,215,207.



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 ability of the Company to continue as a going concern is uncertain and dependent upon obtaining the financing necessary to meet its financial commitments and to complete the development of its properties and/or realizing proceeds from the sale of one or more of the properties.  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, and the attainment of profitable operations. As at June 30, 2009, the Company had cash of $3,215,207, working capital of $3,031,244 and has accumulated losses of $54,973,429 since inception.



Management anticipates that although the Companys funds on hand could be made to last for the next twelve months.  Midway plans to raise capital in 2009 or 2010 to fund its continued exploration and development.



Recently, the poor conditions in the U.S. housing market and the credit quality of mortgage backed securities continued and worsened in 2008 and into 2009, causing a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial



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institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions.  These disruptions in the current 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. These 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 in the future.  Our access to additional capital may not be available on terms acceptable to us or at all.



We expect to rely upon additional financing to fund our future operating budgets beyond 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.



As of August 10, 2009, there are 3,977,500 stock options at prices ranging from $0.56 to $3.36.  While it is probable that some of these options 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.



|                                                           |  |                                       |     |                  |  |              |  |              |     |                   |  |     |  |  |    
|---------------------------------------------------------- |  | ------------------------------------- | --- | ---------------- |  | ------------ |  | ------------ | --- | ----------------- |  | --- |  |  | ---
|                                                           |  | Payments due by period (in thousands)
|Contractual Obligations                                    |  | Total                                 |     | Less than
1 year |  | 1 to 3 years |  | 3 to 5 years |     | More than
5 years
|Long-term debt obligations                                 |  |                                       | Nil |                  |  | Nil          |  |              | Nil |                   |  | Nil |  |  | Nil
|Capital Lease Obligations                                  |  |                                       | Nil |                  |  | Nil          |  |              | Nil |                   |  | Nil |  |  | Nil
|Operating lease obligations                                |  |                                       | Nil |                  |  | Nil          |  |              | Nil |                   |  | Nil |  |  | Nil
|Purchase obligations                                       |  |                                       | Nil |                  |  | Nil          |  |              | Nil |                   |  | Nil |  |  | Nil
|Other Long-Term Liabilities Reflected on the Balance Sheet |  |                                       | Nil |                  |  | Nil          |  |              | Nil |                   |  | Nil |  |  | Nil
|                                                           |  |                                       |     |                  |  |              |  |              |     |                  
|Total                                                      |  |                                       | Nil |                  |  | Nil          |  |              | Nil |                   |  | Nil |  |  | Nil
|                                                           |  |                                       |     |                  |  |              |  |              |     |                  



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.



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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 June 30, 2009, we have accrued US$49,385 ($57,435) related to reclamation and other closure requirements at our properties which is reduced from the estimate made at from December 31, 2008. These liabilities are covered by a combination of surety bonds and restricted cash totaling $338,999 at June 30, 2009 (December 31, 2008 - $517,711). We have accrued as a current liability what management believes is the present value of our best estimate of the liabilities as of June 30, 2009; however, it is possible that our obligations may change in the near or long term depending on a number of factors.



Critical accounting policies



Critical accounting estimates used in the preparation of the financial statements include our estimate of recoverable value on our property, mineral properties 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.





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Recent United States Accounting Pronouncements:



In June 2009, the Financial Accounting and Standards Board (FASB)  issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162 (SFAS 168). SFAS 168 will become the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, SFAS 168 will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in SFAS 168 will become non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of SFAS 168 will not have an impact on our consolidated financial position, results of operations or cash flows.



In May 2009, the Financial Accounting and Standards Board (FASB)  issued Statement No. 165, Subsequent Events (SFAS 165). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, SFAS 165 provides (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  SFAS 165 is effective for interim or annual periods ending after June 15, 2009.  Midway has evaluated all subsequent events through August 10, 2009, the date of filing of this Form 10-Q. The adoption of this statement did not have a material effect on the Companys financial statements.



In April 2009, the FASB issued Statement No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FASB Staff Position (FSP) provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The adoption of this statement did not have a material effect on the Companys financial statements.



In April 2009, the FASB issued Statement 115-2 and Statement 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The most significant change the FSP brings is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this statement did not have a material effect on the Companys financial statements.



In April 2009, the FASB issued FSP 107-1 and APB 28-1 Interim Disclosures about Fair Value of Financial Instruments.  The FSP requires disclosure about the fair value of its financial instruments and the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  The FSP is effective for the Company as of June 30, 2009 and its adoption did not impact the Companys interim consolidated financial condition or results of operations.



In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133(SFAS 161). SFAS 161 intends to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position, financial performance and cash flows. SFAS 161 also requires disclosure about an entitys strategy and objectives for using derivatives, the fair values of derivative



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instruments and their related gains and losses. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008, and is applicable to the Companys fiscal year beginning January 1, 2009. The adoption of SFAS 161 did not have a material impact on the Companys consolidated financial statements.



In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (FAS 141R), which replaces FAS 141 and SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (FAS 160). FAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. FAS 141R and FAS 160 shall be applied prospectively on or after an entitys fiscal year that begins on or after December 15, 2008. FAS 141R and FAS 160 did not have a material impact on the Companys consolidated financial statements.



Related Party Transactions



The Company had the following related party transactions for the six months ended June 30, 2009 and 2008 respectively.



|                                                                                                |  |   |               |  |   |               |  | 
|----------------------------------------------------------------------------------------------- |  | - | ------------- |  | - | ------------- |  | 
|                                                                                                |  |   | June 30, 2009 |  |   | June 30, 2008 | 
|                                                                                                |  |   |               |  |   |               | 
|Consulting services paid to a company owned by an officer of the Company                        |  | $ | 45,000        |  | $ | 45,000        | 
|Recovery of office costs from a company managed by common directors and officers                |  |   | nil           |  |   | (2,513)       | 
|Shares issued to a director pursuant to the Gold Rock property agreement  30,000 common shares |  |   | nil           |  |   | 88,500        | 



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.

We have no debt instruments subject to interest payments, sales contracts, swaps, derivatives, or forward agreements or contracts, or inventory.



Midway has no currency or commodity contracts, and we do not trade in such instruments.



Midway has no cash flow or revenue from operations.  Our operating funds are currently provided by equity issuances. We have to date always raised funds in Canadian dollars although we incur the majority of our expenditures in both Canadian and United States dollars.  The shares of Midway are listed for trading on NYSE Amex and TSX.V and accordingly our ability to raise equity funds and the price at which such issues are sold is directly related to the activity and price of our shares on such exchange.  In addition, as we incur expenditures in both Canadian and United States currencies we have exposure to foreign currency gains or losses.  We do not currently enter into any contracts or arrangements to hedge against currency fluctuations.



We periodically access the capital markets with the issuance of new shares to fund operating expenses, and we do not maintain significant cash reserves over periods of time that could be materially affected by fluctuations in interest rates or foreign exchange rates.



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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 six months ended June 30, 2009, 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 effective 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.



Changes in Internal Control over Financial Reporting



During the period covered by this Quarterly Report on Form 10-Q, the Company made changes to its internal control over financial reporting.  The Company segregated the duties over transaction processes in the Company with respect to financial reporting matters and internal control over financial reporting.  Specifically the Company has restricted access to the Companys accounting software program to certain personnel  so that certain personnel with financial transaction initiation and reporting responsibilities  do not have incompatible duties that allow for the creation, review and recording of journal entries without adequate independent review and authorization.



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 on 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.  There is no specific timetable for the Nevada court to consider MGCs motion to dismiss.   The outcome of this matter is not determinable at present.



Item 1A.

Risk Factors.

There are no material changes, except as disclosed below, from the risk factors previously disclosed in Midways Form 10-K filed on March 30, 2009 with the SEC.



We have no cash flow from operations and depend on equity financing for our operations.



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Our current operations do not generate any cash flow. Any work on our properties may require additional equity financing. If we seek funding from existing or new joint venture partners, our project interests will be diluted. If we seek additional equity financing, the issuance of additional shares will dilute the current interests of our shareholders. We may not be able to obtain additional funding to allow us to fulfill our obligations on existing exploration properties. Our failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and the possible partial or total loss of our potential interest in certain properties or dilution of our interest in certain properties which would have a material adverse effect on our business.





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.

Submission of Matters to a Vote of Security Holders.

On June 26, 2009, we held our annual general meeting of shareholders at 10:00 a.m. (Vancouver time) at the offices of Davis LLP, Suite 2800 Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2Z7. Shareholders representing 47,829,935 shares or 61.86% of the shares authorized to vote (77,321,664) 103 shareholders were present in person or by proxy, representing a quorum for the purposes of the annual meeting. The shareholders approved the following:

|                                                                                                                                                                                                             |            |            |         |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------- | ---------- | ------- |  | 
|Proposal #1  Election of Directors
The election of the Nominees to the Companys Board to serve until the Companys 2009 Annual Meeting of Shareholders or until successors are duly elected and qualified: | Voted For  | Withheld  
|Alan D. Branham                                                                                                                                                                                              | 47,205,027 | 597,907   
|George T. Hawes                                                                                                                                                                                              | 45,960,934 | 1,842,000 
|Daniel E. Wolfus                                                                                                                                                                                             | 42,756,036 | 5,046,898 
|Frank Yu                                                                                                                                                                                                     | 47,325,146 | 477,788   
|Proposal #2
To ratify the appointment of KPMG LLP as the Companys auditor for the fiscal year 2009 and to authorize the Board of Directors to fix the remuneration to be paid to KPMG LLP                   | For        | Against    | Abstain
|47,188,707                                                                                                                                                                                                   | n/a        | 614,227   
|Proposal #3
To approve the renewal of the Companys  Stock Option Plan                                                                                                                                       | For        | Against    | Abstain
|35,667,714                                                                                                                                                                                                   | 451,698    | 11,683,523



Proxies were solicited under the proxy statement filed with the Securities and Exchange Commission on June 2, 2009. Each nominee for director was elected, and the shareholders approved each proposal.



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.                                                                                                               
|August 10, 2009 | By:  /s/ Alan D. Branham
Alan D. Branham
President, Chief Executive Officer and Director
(Principal Executive Officer)          
|August 10, 2009 | By:  /s/ Doris A. Meyer
Doris Meyer
Chief Financial Officer and Corporate Secretary
(Principal Financial and Accounting Officer)























37



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Exhibit 31.1

Certifications



I, Alan D. Branham, 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.



August 10, 2009



/s/ Alan D. Branham

Alan D. Branham

President, 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.





August 10, 2009

/s/ Doris A. Meyer

Doris Meyer

Chief Financial Officer and Corporate Secretary

(Principal Financial and Accounting Officer)



39



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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 June 30, 2009 (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.







August 10, 2009

/s/ Alan D. Branham

Alan D. Branham

President, 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 June 30, 2009 (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.







August 10, 2009

/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