UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

|                                                     |   |                                                                                          
|---------------------------------------------------- | - | -----------------------------------------------------------------------------------------
|                                                     | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934    
|                                                     |   | For the
 fiscal year ended December 31, 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: 001-33894

(LOGO)

|                                                      
|------------------------------------------------------
|MIDWAY GOLD CORP.                                     
|                                                      
|(Exact Name of Registrant as Specified in its Charter)

|                                                                  |  |                                     
|----------------------------------------------------------------- |  | ------------------------------------
|British Columbia                                                  |  | 98-0459178                          
|                                                                  |  |                                     
|(State of other jurisdiction of incorporation or organization)    |  | (I.R.S. Employer Identification No.)
|                                                                  |  |                                     
|Unit 1  15782 Marine Drive
 White Rock, British Columbia, Canada |  | V4B 1E6                             
|                                                                  |  |                                     
|(Address of Principal Executive Offices)                          |  | (Zip Code)                          

|                                                            
|------------------------------------------------------------
|(604) 536-2711                                              
|                                                            
|(Registrants Telephone Number, including Area Code)        
|                                                            
|SECURITIES
 REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

| |                            |  |                                          
| | -------------------------- |  | -----------------------------------------
| | Title of Each Class        |  | Name of Each Exchange on Which Registered
| |                            |  |                                          
| | Common Stock, No Par Value |  | NYSE Amex                                

|                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECURITIES
 REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Not Applicable                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                       
|Indicate by
 check mark if the registrant is a well-known seasoned issuer, as defined in
 Rule 405 of the Securities Act. Yes o No o                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                       
|Indicate by
 check mark if the registrant is not required to file reports pursuant to
 Section 13 or Section 15(d) of the Act. Yes oNo o                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                       
|Indicate by
 checkmark whether the registrant (1) 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 such filing
 requirements for the past 90 days. Yes o No o                                    
|                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                       
|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 (§ 229.405 of
 this chapter) during the preceding 12 months (or for such shorter period that
 the registrant was required to submit and post such files). Yes o No o
|                                                                                                                                                                                                                                                                                                                                                                                                       

|                                                                                                                                                                                                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate by
 checkmark if disclosure of delinquent filers pursuant to Item 405 of
 Regulation S-K is not contained herein, and will not be contained, to the
 best of the registrants knowledge, in definitive proxy or information
 statements incorporated by reference in Part III of this Form 10-K or any
 amendment to the Form 10-K. o
|                                                                                                                                                                                                                                                                                                                                              

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

|                           |                      |                          |                               
|-------------------------- | -------------------- | ------------------------ | ------------------------------
|Large
 Accelerated Filer o | Accelerated
 Filer o | Non-Accelerated
 Filer x | Smaller
 Reporting Company _ o
|                           |                      |                          |                               

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate by
 check mark whether the registrant is a shell company (as defined in Rule
 12b-2 of the Act). Yes o No x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|State the
 aggregate market value of the voting and non-voting common equity held by
 non-affiliates computed by reference to the price at which the common equity
 was last sold, or the average bid and asked price of such common equity, as
 of the last business day of the registrants most recently completed second
 fiscal quarter: As of June 30, 2009, the aggregate market value of the
 registrants voting common stock held by non-affiliates of the registrant was
 US$46.9 million based upon the closing sale price of the common stock as
 reported by the NYSE Amex on June 30, 2009.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The number
 of shares of the Registrants Common Stock outstanding as of March 26, 2010
 was 77,354,997                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

DOCUMENTS INCORPORATED BY REFERENCE

Portions of
our Definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A in connection with the 2010 Annual
Meeting of Shareholders are incorporated by reference to Part III of this
Annual Report on Form 10-K.

---



|                                                                               |                                                                                                               |    
|------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------- | ---
|TABLE OF CONTENTS                                                             
|                                                                               |                                                                                                               |    
|CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS                           | 1                                                                                                            
|                                                                               |                                                                                                              
|PRELIMINARY NOTES                                                              | 2                                                                                                            
|                                                                               |                                                                                                              
|CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE
 ESTIMATES .. | 4                                                                                                            
|                                                                               |                                                                                                              
|GLOSSARY OF MINING TERMS                                                       | 5                                                                                                            
|                                                                               |                                                                                                              
|PART I                                                                         |                                                                                                               | 9  
|                                                                               |                                                                                                               |    
|ITEM 1.                                                                        | DESCRIPTION OF BUSINESS                                                                                       | 9  
|                                                                               |                                                                                                               |    
|ITEM 1A.                                                                       | RISK FACTORS AND UNCERTAINTIES                                                                                | 14 
|                                                                               |                                                                                                               |    
|ITEM 2.                                                                        | DESCRIPTION OF PROPERTIES                                                                                     | 23 
|                                                                               |                                                                                                               |    
|ITEM 3.                                                                        | LEGAL PROCEEDINGS                                                                                             | 44 
|                                                                               |                                                                                                               |    
|ITEM 4.                                                                        | [RESERVED]                                                                                                    | 45 
|                                                                               |                                                                                                               |    
|PART II                                                                        |                                                                                                               | 45 
|                                                                               |                                                                                                               |    
|ITEM 5.                                                                        | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
 AND ISSUER PURCHASES OF EQUITY SECURITIES |    
|                                                                               |                                                                                                               |    
|ITEM 6.                                                                        | SELECTED FINANCIAL DATA                                                                                       | 51 
|                                                                               |                                                                                                               |    
|ITEM 7.                                                                        | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
 RESULTS OF OPERATIONS                       |    
|                                                                               |                                                                                                               |    
|ITEM 7A.                                                                       | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                    | 61 
|                                                                               |                                                                                                               |    
|ITEM 8.                                                                        | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                   | 62 
|                                                                               |                                                                                                               |    
|ITEM 9.                                                                        | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING                                                   | AND
|                                                                               |                                                                                                               |    
|FINANCIAL DISCLOSURE                                                           | 62                                                                                                           
|                                                                               |                                                                                                              
|ITEM 9A.                                                                       | CONTROLS AND PROCEDURES                                                                                       | 62 
|                                                                               |                                                                                                               |    
|ITEM 9B.                                                                       | OTHER INFORMATION                                                                                             | 63 
|                                                                               |                                                                                                               |    
|PART III                                                                       |                                                                                                               | 64 
|                                                                               |                                                                                                               |    
|ITEM 10.                                                                       | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                        | 64 
|                                                                               |                                                                                                               |    
|ITEM 11.                                                                       | EXECUTIVE COMPENSATION                                                                                        | 64 
|                                                                               |                                                                                                               |    
|ITEM 12.                                                                       | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 RELATED STOCKHOLDER MATTERS                   |    
|                                                                               |                                                                                                               |    
|ITEM 13.                                                                       | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
 INDEPENDENCE                                    | 64 
|                                                                               |                                                                                                               |    
|                                                                               |                                                                                                               |    
|ITEM 14.                                                                       | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                        | 64 
|                                                                               |                                                                                                               |    
|PART IV                                                                        |                                                                                                               | 64 
|                                                                               |                                                                                                               |    
|ITEM 15.                                                                       | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                       | 64 
|                                                                               |                                                                                                               |    
|SIGNATURES                                                                     | 68                                                                                                           

---



CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

This Annual
Report on Form 10-K and the exhibits attached hereto contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements concern the Companys anticipated
results and developments in the Companys operations in future periods, planned
exploration and development of its properties, plans related to its business
and other matters that may occur in the future. These statements relate to
analyses and other information that are based on forecasts of future results,
estimates of amounts not yet determinable and assumptions of management. These
statements include, but are not limited to, comments regarding:

| |   |                                                                                              
| | - | ---------------------------------------------------------------------------------------------
| |  | our expected
 plans of operation to continue as a going concern;                             
| |   |                                                                                              
| |  | the
 establishment and estimates of mineral reserves and resources;                          
| |   |                                                                                              
| |  | the
 grade of mineral reserves and resources;                                                
| |   |                                                                                              
| |  | anticipated
 expenditures and costs in our operations;                                       
| |   |                                                                                              
| |  | planned
 exploration activities and the anticipated outcome of such exploration
 activities; 
| |   |                                                                                              
| |  | plans and
 anticipated timing for obtaining permits and licenses for our properties;         
| |   |                                                                                              
| |  | anticipated
 closure costs; expected future
 financing and its anticipated outcome;          
| |   |                                                                                              
| |  | anticipated
 liquidity to meet expected operating costs and capital requirements;            
| |   |                                                                                              
| |  | estimates of
 environmental liabilities;                                                     
| |   |                                                                                              
| |  | our ability
 to obtain financing to fund our estimated expenditure and capital
 requirements;
| |   |                                                                                              
| |  | factors
 expected to impact our results of operations; and                                   
| |   |                                                                                              
| |  | the expected
 impact of the adoption of new accounting standards.                            

Any statements
that express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as expects or
does not expect, is expected, anticipates or does not anticipate,
plans, estimates or intends, or stating that certain actions, events or
results may, could, would, might or will be taken, occur or be
achieved) are not statements of historical fact and may be forward-looking
statements. Forward-looking statements are subject to a variety of known and
unknown risks, uncertainties and other factors which could cause actual events
or results to differ from those expressed or implied by the forward-looking
statements, including, without limitation:

| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | risks related to our ability to continue as a going concern;                                                                                               
| |   |                                                                                                                                                            
| |  | risks related to our history of losses and our requirement for
 additional financing to fund exploration and, if warranted, development of
 our properties;
| |   |                                                                                                                                                            
| |  | risks related to our lack of historical production from our
 mineral properties;                                                                           
| |   |                                                                                                                                                            
| |  | uncertainty
 and risks related to cost increases for our exploration and, if warranted,
 development projects;                                             
| |   |                                                                                                                                                            
| |  | uncertainty
 and risks related to the affect of a shortage of equipment and supplies on
 our ability to operate our business;                              
| |   |                                                                                                                                                            
| |  | uncertainty and risks related to mining being inherently
 dangerous and subject to events and conditions beyond our control;                               
| |   |                                                                                                                                                            
| |  | uncertainty and risks related to our mineral resource estimates
 being based on assumptions and interpretations;                                           
| |   |                                                                                                                                                            
| |  | risks related to changes in mineral resource estimates affecting
 the economic viability of our projects;                                                  
| |   |                                                                                                                                                            
| |  | risks related to differences in US and Canadian practices for
 reporting reserves and resources;                                                           
| |   |                                                                                                                                                            
| |  | uncertainty and risks related to our exploration activities on
 our properties not being commercially successful;                                          
| |   |                                                                                                                                                            
| |  | uncertainty
 and risks related to encountering archeological issues and claims in relation
 to our properties; uncertainty and                             
| |   |                                                                                                                                                            
| |  | risks
 related to fluctuations in gold, silver and other metal prices; risks related to our lack of insurance for certain high-risk
 activities;           

1

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| |   |                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | uncertainty and risks related to our ability to acquire necessary
 permits and licenses to place our properties into production;
| |   |                                                                                                                                 
| |  | risks related to government regulations that could affect our
 operations and costs;                                            
| |   |                                                                                                                                 
| |  | risks related to environmental regulations;                                                                                     
| |   |                                                                                                                                 
| |  | risks
 related to land reclamation requirements on our properties;                                                              
| |   |                                                                                                                                 
| |  | risks related to increased competition for capital funding in
 the mining industry;                                             
| |   |                                                                                                                                 
| |  | risks related to competition in the mining industry;                                                                            
| |   |                                                                                                                                 
| |  | risks related to our possible entry into joint venture and
 option agreements on our properties;                                
| |   |                                                                                                                                 
| |  | risks related to our directors and officers having conflicts of
 interest;                                                      
| |   |                                                                                                                                 
| |  | risks
 related to our ability to attract qualified management to meet our expected
 needs in the future;                        
| |   |                                                                                                                                 
| |  | uncertainty and risks related to currency fluctuations;                                                                         
| |   |                                                                                                                                 
| |  | risks
 related to our status as a passive foreign investment company;                                                           
| |   |                                                                                                                                 
| |  | risks related to recent market events and general economic
 conditions; and                                                     
| |   |                                                                                                                                 
| |  | risks
 related to our securities.                                                                                               

This list is
not exhaustive of the factors that may affect our forward-looking statements.
Some of the important risks and uncertainties that could affect forward-looking
statements are described further under the sections titled Item 1A. Risk
Factors, Item 2. Description of the Business and Item 7. Managements
Discussion and Analysis below. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, believed, estimated
or expected. We caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. We disclaim
any obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events, except as required by law.

PRELIMINARY NOTES

Reporting Currency, Financial and Other
Information

All amounts in
this Annual Report are expressed in Canadian Dollars. Unless otherwise
indicated, the United States Dollar is denoted as US$.

Financial
information is presented in accordance with generally accepted accounting
principles (GAAP) in the United States (US GAAP) which do not differ in any
material respects from GAAP in Canada.

Information in
Part I and II of this report includes data expressed in various measurement
units and contains numerous technical terms used in the gold mining industry.
To assist readers in understanding this information, a conversion table and
glossary are provided below.

Exchange Rate Information

The table
below sets forth the average rate of exchange for the Canadian Dollar at the
end of the five most recent calendar years ended December 31. The table also
sets forth the high and low rate of exchange for the Canadian Dollar at the end
of the six most recent months. For purposes of this table, the rate of exchange
means the noon exchange rate as reported by the Bank of Canada on its web site
at www.bankofcanada.ca. The table sets forth the number of Canadian Dollars
required under that formula to buy one United States Dollar. The average rate
means the average of the noon exchange rates on each day of each month during
the period as reported by the Bank of Canada.

|                    |      |      |      |      |     
|------------------- | ---- | ---- | ---- | ---- | ----
|                    | 2009 | 2008 | 2007 | 2006 | 2005
|                    |      |      |      |      |     
|Average for
 Period | 1.14 | 1.07 | 1.07 | 1.13 | 1.21

2

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|                 |           |           |           |           |           |           
|---------------- | --------- | --------- | --------- | --------- | --------- | ----------
|                 | Feb
 2010 | Jan
 2010 | Dec
 2009 | Nov
 2009 | Oct
 2009 | Sept
 2009
|High for
 Period | 1.06      | 1.05      | 1.06      | 1.07      | 1.06      | 1.09      
|                 |           |           |           |           |           |           
|Low for
 Period  | 1.05      | 1.04      | 1.05      | 1.06      | 1.05      | 1.08      

The noon rate
of exchange on March 26, 2010 as reported by the Bank of Canada for the
conversion of Canadian dollars into United States dollars was $1.0285 (US$1.00
= Cdn$0.9723).

Metric Conversion Table

For ease of
reference, the following conversion factors are provided:

|             |  |                      |  |                  |  |                   
|------------ |  | -------------------- |  | ---------------- |  | ------------------
|Metric Unit  |  | U.S. Measure         |  | U.S. Measure     |  | Metric Unit       
|             |  |                      |  |                  |  |                   
|             |  |                      |  |                  |  |                   
|             |  |                      |  |                  |  |                   
|             |  |                      |  |                  |  |                   
|1 hectare    |  | 2.471 acres          |  | 1 acre           |  | 0.4047
 hectares  
|1 metre      |  | 3.2881 feet          |  | 1 foot           |  | 0.3048
 metres    
|1 kilometre  |  | 0.621 miles          |  | 1 mile           |  | 1.609
 kilometres 
|1 gram       |  | 0.032 troy
 oz.      |  | 1 troy ounce     |  | 31.1 grams        
|1 kilogram   |  | 2.205 pounds         |  | 1 pound          |  | 0.4541
 kilograms 
|1 tonne      |  | 1.102 short
 tons    |  | 1 short ton      |  | 0.907 tonnes      
|1 gram/tonne |  | 0.029 troy
 ozs./ton |  | 1 troy ounce/ton |  | 34.28
 grams/tonne
|             |  |                      |  |                  |  |                   

The following
abbreviations are used herein:

|       |                            |      |                 
|------ | -------------------------- | ---- | ----------------
|Ag     | = silver                   | m    | = meter         
|Au     | = gold                     | m(2) | = square
 meter 
|Au g/t | = grams of
 gold per tonne | m(3) | = cubic
 meter  
|g      | = gram                     | Ma   | = million
 years
|ha     | = hectare                  | Oz   | = troy ounce    
|km     | = kilometer                | Pb   | = lead          
|km(2)  | = square
 kilometers       | T    | = tonne         
|kg     | = kilogram                 | t    | = ton           
|lb     | = pound                    | Zn   | = zinc          
|m      | = meter                    |      |                 

3

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CAUTIONARY NOTE TO U.S. INVESTORS REGARDING
RESOURCE AND RESERVE ESTIMATES

The mineral
estimates in this Annual Report on Form 10-K 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 the United States Securities and
Exchange Commission (SEC) Industry Guide 7 under the United States Securities
Act of 1993, as amended (the Securities Act). 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 Annual Report on Form 10-K 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.

4

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GLOSSARY OF MINING TERMS

We estimate
and report our resources and we will estimate and report our reserves according
to the definitions set forth in NI 43-101. We will modify and reconcile the
reserves as appropriate to conform to SEC Industry Guide 7 for reporting in the
U.S. The definitions for each reporting standard are presented below with
supplementary explanation and descriptions of the parallels and differences.

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NI 43-101 Definitions      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|indicated mineral resource |  | The term
 indicated mineral resource refers to that part of a mineral resource for
 which quantity, grade or quality, densities, shape and physical
 characteristics can be established with a level of confidence sufficient to
 allow the appropriate application of technical and economic parameters, to
 support mine planning and evaluation of the economic viability of the
 deposit. The estimate is based on detailed and reliable exploration and
 testing information gathered through appropriate techniques from locations
 such as outcrops, trenches, pits, workings and drill holes that are spaced
 closely enough for geological and grade continuity to be reasonably assumed.                       
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|inferred mineral resource  |  | The term
 inferred mineral resource refers to that part of a mineral resource for
 which quantity and grade or quality can be estimated on the basis of
 geological evidence and limited sampling and reasonably assumed, but not
 verified, geological and grade continuity. The estimate is based on limited
 information and sampling gathered through appropriate techniques from
 locations such as outcrops, trenches, pits, workings and drill holes.                                                                                                                                                                                                                                                             
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|measured mineral resource  |  | The term
 measured mineral resource refers to that part of a mineral resource for
 which quantity, grade or quality, densities, shape and physical
 characteristics are so well established that they can be estimated with
 confidence sufficient to allow the appropriate application of technical and
 economic parameters to support production planning and evaluation of the
 economic viability of the deposit. The estimate is based on detailed and
 reliable exploration, sampling and testing information gathered through
 appropriate techniques from locations such as outcrops, trenches, pits,
 workings and drill holes that are spaced closely enough to confirm both
 geological and grade continuity.
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|mineral reserve            |  | The term
 mineral reserve refers to the economically mineable part of a measured or
 indicated mineral resource demonstrated by at least a preliminary feasibility
 study. The study must include adequate information on mining, processing,
 metallurgical, economic, and other relevant factors that demonstrate, at the
 time of reporting, that economic extraction can be justified. A mineral
 reserve includes diluting materials and allowances for losses that might
 occur when the material is mined.                                                                                                                                                                                                        
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|mineral resource           |  | The term
 mineral resource refers to a concentration or occurrence of natural, solid,
 inorganic or fossilized organic material in or on the Earths crust in such
 form and quantity and of such a grade or quality that it has reasonable
 prospects for economic extraction. The location, quantity, grade, geological
 characteristics and continuity of a mineral resource are known, estimated or
 interpreted from specific geological evidence and knowledge.                                                                                                                                                                                                                                                    

5

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|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|opt                              |  | Troy ounce
 per ton                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|probable mineral reserve         |  | The term
 probable mineral reserve refers to the economically mineable part of an
 indicated, and in some circumstances a measured mineral resource demonstrated
 by at least a preliminary feasibility study. This study must include adequate
 information on mining, processing, metallurgical, economic, and other
 relevant factors that demonstrate, at the time of reporting, that economic
 extraction can be justified.                 
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|proven mineral reserve1          |  | The term
 proven mineral reserve refers to the economically mineable part of a
 measured mineral resource demonstrated by at least a preliminary feasibility
 study.                                                                                                                                                                                                                                                                             
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|qualified person2                |  | The term
 qualified person refers to an individual who is an engineer or geoscientist
 with at least five years of experience in mineral exploration, mine
 development, production activities and project assessment, or any combination
 thereof, including experience relevant to the subject matter of the project
 or report and is a member in good standing of a self-regulating organization.                                            
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|SEC Industry Guide 7 Definitions
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|exploration stage                |  | An
 exploration stage prospect is one which is not in either the development or
 production stage.                                                                                                                                                                                                                                                                                                                                               
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|development stage                |  | A
 development stage project is one which is undergoing preparation of an
 established commercially mineable deposit for its extraction but which is not
 yet in production. This stage occurs after completion of a feasibility study.                                                                                                                                                                                                          
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|mineralized material             |  | The term
 mineralized material refers to material that is not included in the reserve
 as it does not meet all of the criteria for adequate demonstration for
 economic or legal extraction.                                                                                                                                                                                                                                                     
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|probable reserve                 |  | The term
 probable reserve refers to reserves for which quantity and grade and/or
 quality are computed from information similar to that used for proven
 (measured) reserves, but the sites for inspection, sampling, and measurement
 are farther apart or are otherwise less adequately spaced. The degree of
 assurance, although lower than that for proven reserves, is high enough to
 assume continuity between points of observation.   
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|production stage                 |  | A
 production stage project is actively engaged in the process of extraction
 and beneficiation of mineral reserves to produce a marketable metal or
 mineral product.                                                                                                                                                                                                                                                                           
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|proven reserve                   |  | The term
 proven reserve refers to reserves for which (a) quantity is computed from dimensions
 revealed in outcrops, trenches, workings or drill holes; grade and/or quality
 are computed from the results of detailed sampling and (b) the sites for
 inspection, sampling and measurement are spaced so closely and the geologic
 character is so well defined that size, shape, depth and mineral content of
 reserves are well-established.
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|reserve                          |  | The term
 reserve refers to that part of a mineral deposit which could be
 economically and legally extracted or produced at the time of the reserve                                                                                                                                                                                                                                                                                             

6

---



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | determination.
 Reserves must be supported by a feasibility study done to bankable standards
 that demonstrates the economic extraction. (Bankable standards implies that
 the confidence attached to the costs and achievements developed in the study
 is sufficient for the project to be eligible for external debt financing.) A
 reserve includes adjustments to the in-situ tonnes and grade to include
 diluting materials and allowances for losses that might occur when the
 material is mined.

1For Industry Guide 7 purposes this study
must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of
reporting, that economic extraction is justified.

2Industry Guide 7 does not require designation
of a qualified person.

Additional definitions for terms used in this
Annual Report filed on Form 10-K.

|                              |  |                                                                                                                                                                                                                                                                                                                        
|----------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Argillite:                    |  | Low grade
 metamorphic clay rich sedimentary rock (shale, mudstone, siltstone).                                                                                                                                                                                                                                        
|Block model:                  |  | The
 representation of geologic units using three-dimensional blocks of
 predetermined sizes.                                                                                                                                                                                                                          
|Breccia:                      |  | A rock in
 which angular fragments are surrounded by a mass of fine-grained minerals.                                                                                                                                                                                                                                  
|CIM:                          |  | Canadian
 Institute of Mining and Metallurgy.                                                                                                                                                                                                                                                                          
|Cut off or
 cut-off grade:    |  | When
 determining economically viable mineral reserves, the lowest grade of
 mineralized material that qualifies as ore, i.e. that can be mined at a
 profit.                                                                                                                                                          
|Diatreme:                     |  | Brecciated
 rock formed by volcanic or hydrothermal eruptive activity, generally in a
 pipe or funnel like orientation.                                                                                                                                                                                                
|EM:                           |  | An
 instrument that measures the change in electro-magnetic conductivity of
 different geological units below the surface of the earth.                                                                                                                                                                                
|Fault:                        |  | A rock
 fracture along which there has been displacement                                                                                                                                                                                                                                                               
|Feasibility
 study:           |  | Group of reports
 that determine the economic viability of a given mineral occurrence.                                                                                                                                                                                                                                 
|Formation:                    |  | A distinct
 layer of sedimentary or volcanic rock of similar composition.                                                                                                                                                                                                                                              
|G/t or gpt:                   |  | Grams per
 metric tonne.                                                                                                                                                                                                                                                                                               
|Geophysicist:                 |  | One who
 studies the earth; in particular the physics of the solid earth, the
 atmosphere and the earths magnetosphere.                                                                                                                                                                                               
|Geotechnical
 work:           |  | Tasks that
 provide representative data of the geological rock quality in a known volume.                                                                                                                                                                                                                              
|Grade:                        |  | Quantity of
 metal per unit weight of host rock.                                                                                                                                                                                                                                                                       
|                              |  |                                                                                                                                                                                                                                                                                                                        
|Gravity:                      |  | A
 methodology using instrumentation allowing the accurate measuring of the
 difference between densities of various geological units in situ.                                                                                                                                                                         
|                              |  |                                                                                                                                                                                                                                                                                                                        
|Host rock:                    |  | The rock
 containing a mineral or an ore body.                                                                                                                                                                                                                                                                         
|                              |  |                                                                                                                                                                                                                                                                                                                        
|Mapping or
 geologic mapping: |  | The recording
 of geologic information such as the distribution and nature of rock units and
 the occurrence of structural features, mineral deposits, and fossil
 localities.                                                                                                                                         
|Mineral:                      |  | A naturally
 formed chemical element or compound having a definite chemical composition
 and, usually, a characteristic crystal form.                                                                                                                                                                                  
|Mineralization:               |  | A natural
 occurrence in rocks or soil of one or more metal yielding minerals.                                                                                                                                                                                                                                         
|Mining:                       |  | The process
 of extraction and beneficiation of mineral reserves to produce a marketable
 metal or mineral product. Exploration continues during the mining process
 and, in many cases, mineral reserves are expanded during the life of the mine
 operations as the exploration potential of the deposit is realized.
|National
 Instrument 43-101:  |  | Canadian standards
 of disclosure for mineral projects.                                                                                                                                                                                                                                                                
|Open pit:                     |  | Surface
 mining in which the ore is extracted from a pit or quarry, the geometry of
 the pit may vary with the characteristics of the ore body.                                                                                                                                                                        

7

---



|Ore:                   |  | Mineral
 bearing rock that can be mined and treated profitably under current or
 immediately foreseeable economic conditions                                                                                                                                                                                                                                                                                 
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Ore body:              |  | A mostly
 solid and fairly continuous mass of mineralization estimated to be
 economically mineable.                                                                                                                                                                                                                                                                                                         
|Outcrop:               |  | That part of
 a geologic formation or structure that appears at the surface of the earth.                                                                                                                                                                                                                                                                                                                    
|Porphyry:              |  | An igneous
 rock characterized by visible crystals in a finegrained matrix.                                                                                                                                                                                                                                                                                                                                 
|Quartz:                |  | A mineral
 composed of silicon dioxide, SiO2 (silica).                                                                                                                                                                                                                                                                                                                                                       
|Reclamation:           |  | The process
 by which lands disturbed as a result of mining activity are modified to
 support beneficial land use. Reclamation activity may include the removal of
 buildings, equipment, machinery and other physical remnants of mining,
 closure of tailings storage facilities, leach pads and other mine features, and
 contouring, covering and re-vegetation of waste rock and other disturbed
 areas.
|SEC Industry
 Guide 7: |  | U.S.
 reporting guidelines that apply to registrants engaged or to be engaged in
 significant mining operations.                                                                                                                                                                                                                                                                                             
|Sedimentary
 rock:     |  | Rock formed
 at the earths surface from solid particles, whether mineral or organic,
 which have been moved from their position of origin and re-deposited, or
 chemically precipitated.                                                                                                                                                                                                                    
|Strike:                |  | The
 direction, or bearing from true north, of a vein or rock formation measured
 on a horizontal surface.                                                                                                                                                                                                                                                                                                   
|Strip:                 |  | To remove
 overburden in order to expose ore.                                                                                                                                                                                                                                                                                                                                                                
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                              
|Vein:                  |  | A thin,
 sheet like crosscutting body of hydrothermal mineralization, principally
 quartz.                                                                                                                                                                                                                                                                                                                   

8

---



PART I

As used in
this Annual Report on Form 10-K (Annual Report), references to Midway, the
Company, we, our, or us mean Midway Gold Corp., its predecessors and
consolidated subsidiaries, or any one or more of them, as the context requires.

ITEM 1. DESCRIPTION OF BUSINESS

General development of Midway Gold Corp.

Midway Gold
Corp. was incorporated under the Company Act (British Columbia) on May 14,
1996, under the name Neary Resources Corporation. On October 8, 1999, Midway
changed its name to Red Emerald Resource Corp. On July 10, 2002, it changed its
name to Midway Gold Corp. Midway became a reporting issuer in the Province of
British Columbia upon the issuance of a receipt for a prospectus on May 16,
1997. The common shares were listed on the Vancouver Stock Exchange (a
predecessor of the TSX Venture Exchange) on May 29, 1997. On July 1, 2001,
Midway became a reporting issuer in the Province of Alberta pursuant to Alberta
BOR#51-501. Midways shares are currently listed on the NYSE Amex and Tier 1 of
the TSX.V under the symbol MDW.

Midway is an
exploration stage company engaged in the acquisition, exploration, and, if
warranted, development of gold and silver mineral properties in North America.
It is our objective to identify mineral prospects of merit, conduct preliminary
exploration work, and if results are positive, conduct advanced exploration
and, if warranted, development work. Our mineral properties are located in
Nevada and Washington. The Midway, Spring Valley, Pan and Golden Eagle gold
properties are exploratory stage projects and have identified gold
mineralization and the Roberts Creek, Gold Rock and Burnt Canyon projects are
earlier stage gold and silver exploration projects.

The corporate
organization chart for Midway as of the date of this Annual Report is as
follows:

(CHART)

Our registered
and corporate office in Canada is located at Unit 1 - 15782 Marine Drive, White
Rock, B.C. V4B 1E6, and our corporate office phone number is 604-536-2711. Our
operations office in the United States is located at 600 Lola Street, Suite 10,
Helena, Montana 59601. Our agent for service of process is Dorsey & Whitney
LLP, 370 17th Street, Suite 4700 Republic Plaza, Denver, Colorado,
80202, and our registered agents phone number is 303-629-3400. We maintain a
website at www.midwaygold.com. Information contained on our website is not part
of this Annual Report.

9

---



Financial Information about Segments

Segmented
information is contained in note 15 of the Notes
to the Consolidated Financial Statements contained in the section
titled Item 7. Financial Statements and Supplementary Data below of this
Annual Report and is incorporated herein by reference.

Narrative Description of Business

Midway is
focused on exploring and developing high-grade, quality precious metal
resources in stable mining areas. Midways principal properties are the Spring
Valley, Midway and Pan gold and silver mineral properties located in Nevada and
the Golden Eagle gold mineral property located in the Washington. Midway owns
certain other mineral exploration properties located in Nevada.

Cautionary
Note to U.S. Investors  In this Annual Report we use the terms mineral
resource, measured mineral resource, indicated mineral resource and
inferred mineral resource, which are geological and mining terms as defined
in accordance with NI 43-101 under the guidelines adopted by CIM, as CIM
Standards in Mineral Resources and Reserve Definition and Guidelines adopted by
the CIM. US investors in particular 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.

Spring Valley Property, Pershing County,
Nevada

The Spring
Valley project is located 20 miles northeast of Lovelock, Nevada. Spring Valley
is a diatreme/porphyry hosted gold system covered by gravel. Gold has been
intercepted continuously from a depth of 50 to 1400 feet, suggesting a large
mineral system.

The Spring
Valley project is under an exploration and option to joint venture agreement
with Barrick Gold Corporation (Barrick). Barrick is funding 100% of the costs
to earn an interest in this project.

On March 2,
2009 the Company announced an updated Inferred Resource estimate as at December
31, 2008 of 87,750,000 tons at a grade of 0.021 opt containing 1,835,615 ounces
of gold using a cut off grade of 0.006 opt gold using a $715 Lerchs-Grossman
Shell. Cautionary Note to U.S. Investors: Please read carefully the section
titled Cautionary Note to U.S. Investors Regarding Reserve and Recourse
Estimates above.

See the
section titled Item 2. Description of Properties below for additional
information.

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. The claims maintained
that were formally called the Thunder Mountain project are now consolidated
within the Midway project.

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 potentially minable material, and move the project toward
production.

Midway had
hoped to be permitted for the bulk sample in late 2009 or early 2010 however,
due to funding constraints and water use issues affecting permitting, the
permits will likely not be obtained until 2011 at the earliest.

See the
section titled Item 2. Description of Properties below for additional
information.

10

---



Pan Gold Project, White Pine County, Nevada

The Pan Gold
property is located at the northern end of the Pancake mountain range in
western White Pine County, Nevada, approximately 22 miles southeast of Eureka,
Nevada, and 50 miles west of Ely, Nevada.

The Pan
project is a sediment-hosted gold deposit located along the prolific Battle
Mountain/Eureka gold trend. Gold occurs in shallow oxide deposits, along a
2-mile strike length of a faulted anticline. On November 5, 2009 the Company
announced an updated resource for the Pan deposit containing 3.22 million short
tons grading 0.019 ounces per ton containing 62,100 ounces of gold in the
Measured category and 31.43 million short tons grading 0.017 ounces per ton
containing 546,600 ounces of gold in the Indicated category for a total of
34.65 million short tons grading 0.018 ounces per ton containing 608,700 ounces
of gold in the Measured plus Indicated categories. There was an additional 1.60
million short tons grading 0.017 ounces per ton containing 26,500 ounces of
gold in the Inferred category. These were both determined at a 0.006 ounces per
ton gold cut-off grade and a $750 per ounce gold price in a Lerchs-Grossman
shell. Cautionary Note to U.S. Investors: Please read carefully the section
titled Cautionary Note to U.S. Investors Regarding Mineral Reserve and
Resource Estimates above.

See the
section titled Item 2. Description of Properties below for additional
information.

Golden Eagle Project  Ferry County,
Washington

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

The Golden
Eagle property hosts a large hot springs gold deposit that is partially covered
by glacial gravels. In 1996 a previous operator delineated a potentially open
pitable deposit on private ground. Beneath this deposit are several high-grade
vein exploration targets. These targets are adjacent to the Republic Knob Hill
Mine, which produced high-grade gold, from underground veins, for over 20
years. We will also review options to process sulfide mineralization, hosted in
the historic resource in view of newer technologies and the economics afforded
by a higher gold price. The ability to explore the deeper targets combined with
the possible strategic access to Kinross nearby mill is a bonus that could add
value to any new oxide ounces discovered on the property.

On June 25,
2009 the Company announced an Indicated Resource estimate as at May 1, 2009 of
31,900,000 tons at a grade of 0.055 opt containing 1,769,000 ounces of gold.
There is an additional Inferred Resource estimate of 5,100,000 tons at a grade
of 0.038 opt containing 194,000 ounces of gold. Both resources estimates made
at May 1, 2009 used a cut off grade of 0.02 opt gold and a $750 Lerchs-Grossman
shell. Cautionary Note to U.S. Investors: Please read carefully the section
titled Cautionary Note to U.S. Investors Regarding Mineral Reserve and
Resource Estimates above.

See the
section titled Item 2. Description of Properties below for additional
information.

Roberts Gold, Gold Rock, Burnt Canyon
Projects

The Roberts
Gold is a sediment-hosted gold deposit located on the Battle Mountain/Eureka
gold trend. Midway developed a new target concept in 2008 using geophysics and
surface exploration, concluding that volcanic rocks of the Northern Nevada rift
may cover favorable host rocks in a gravel fill area. The Company is seeking a
joint venture partner for this project.

In the center
of the Gold Rockproperty, lies
the Easy Junior Mine, which when it was an operating mine reportedly produced
approximately 2.9Mt 0.026 opt gold (74,945 ounces gold contained, 52,560 ounces
gold poured). The mine was shut down in 1994, due to lower gold prices. This is
a sediment hosted gold system in highly prospective host rocks within a 14
square mile land position along the Battle Mountain-Eureka gold trend. A
historic database of 794 holes containing 269,446 feet of drilling was acquired
in 2008 outlining continuous gold in drill holes along 9,200 feet of length
along the anticline that was mined in part by the Easy Junior mine. Surface
work, geophysics and historic data have identified a number of exploration
targets, on this prospective land package. In 2008, 11 RC drill holes (3,525
feet) were drilled on the Anchor target, south of the Easy Junior Mine. Five
holes found strongly

11

---



anomalous gold
in the Pilot formation, a regionally favorable host rock. A review of the
historic gold deposit is planned and additional target and data compilation for
the property is in progress. The concept of advancing this project in tandem
with the Pan Gold deposit is being investigated and if feasible will be
combined as the Gold Pan project.

The 2008
surface exploration and geophysics program on the Burnt Canyon project
identified targets in this volcanic hosted epithermal system. Disseminated gold
identified in rock chip and soil sampling at five different areas have been
selected as drill targets. The project lies between high grade veins in the
Seven Troughs district and the Wildcat disseminated gold deposit to the north.
The Company is seeking a joint venture partner for this project.

See the
section titled Item 2. Description of Properties below for additional
information.

Employee relations

As of December
31, 2009, we had 9 employees, including 4 full-time employees at our principal executive
office in Helena, Montana and 3 full-time employees based in Nevada and
1full-time employee who resides in Colorado. Our chairman and CEO, works from
his home office in California.

Reclamation

We generally
are required to mitigate long-term environmental impacts by stabilizing,
contouring, re-sloping and re-vegetating various portions of a site after
mining and mineral processing operations are completed. These reclamation
efforts are conducted in accordance with detailed plans, which must be reviewed
and approved by the appropriate regulatory agencies.

Government Regulation

Mining
operations and exploration activities are subject to various national, state,
provincial and local laws and regulations in the United States, which govern
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, protection of the environment, mine
safety, hazardous substances and other matters. We have obtained or have
pending applications for those licenses, permits or other authorizations
currently required in conducting our exploration and other programs. We believe
that we are in compliance in all material respects with applicable mining,
health, safety and environmental statutes and the regulations passed thereunder
in the United States. There are no current orders or directions relating to us
with respect to the foregoing laws and regulations. For a more detailed
discussion of the various government laws and regulations applicable to our
operations and potential negative effects of these laws and regulations please
see the section heading Item 1A.Risk Factors below.

Environmental Regulation

Our mineral
projects are subject to various federal, state and local laws and regulations
governing protection of the environment. These laws are continually changing
and, in general, are becoming more restrictive. Our policy is to conduct
business in a way that safeguards public health and the environment. We believe
that our operations are conducted in material compliance with applicable laws
and regulations.

Changes to
current local, state or federal laws and regulations in the jurisdictions where
we operate could require additional capital expenditures and increased
operating and/or reclamation costs. Although we are unable to predict what
additional legislation, if any, might be proposed or enacted, additional
regulatory requirements could impact the economics of our projects.

During 2009,
there were no material environmental incidents or material non-compliance with
any applicable environmental regulations. We estimate that we will not incur
material capital expenditures for environmental control facilities during the
current fiscal year.

12

---



Gold Price History

The price of
gold is volatile and is affected by numerous factors all of which are beyond
our control such as the sale or purchase of gold by various central banks and
financial institutions, inflation, recession, fluctuation in the relative
values of the US dollar and foreign currencies, changes in global and regional
gold demand, and the political and economic conditions of major gold-producing
countries throughout the world.

The following
table presents the high, low and average afternoon fixed prices in U.S. dollars
for gold per ounce on the London Bullion Market over the past five years:

|                          |  |       |  |       |  |        
|------------------------- |  | ----- |  | ----- |  | -------
|Year                      |  | High  |  | Low   |  | Average
|                          |  |       |  |       |  |        
|2005                      |  | 537   |  | 411   |  | 445    
|2006                      |  | 725   |  | 525   |  | 603    
|2007                      |  | 841   |  | 608   |  | 695    
|2008                      |  | 1,011 |  | 713   |  | 872    
|2009                      |  | 1,212 |  | 810   |  | 972    
|2010 (to
 March 26, 2010) |  | 1,153 |  | 1,058 |  | 1,109  

Data

Source:
www.kitco.com

Seasonality

Seasonality in
Nevada and Washington is not a material factor to the Companys operations for
its projects. Certain surface exploration work may need to be conducted when
there is no snow on the ground but it is not a material issue for the Company.

Competition

We compete
with major mining companies and other natural mineral resource companies in the
acquisition, exploration, financing and development of new prospects. Many of
these companies are larger and better capitalized than we are. There is
significant competition for the limited number of gold acquisition and
exploration opportunities. Our competitive position depends upon our ability to
successfully and economically explore, acquire and develop new and existing
mineral prospects. Factors that allow producers to remain competitive in the
market over the long term include the quality and size of their ore bodies,
costs of operation, and the acquisition and retention of qualified employees.
We also compete with other mining companies for skilled mining engineers, mine
and processing plant operators and mechanics, geologists, geophysicists and
other technical personnel. This could result in higher turnover and greater
labor costs.

Available information

We make available,
free of charge, on or through our Internet website, at www.midwaygold.com,
links to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably
practicable after we electronically file such material with, or furnish it to,
the SEC. Our internet address is www.midwaygold.com. Our code of business
conduct and ethics is located on our website. To the extent permitted, we
intend to post on our website any amendments to, or waivers from, our code of
business conduct and ethics. Our internet website and the information contained
therein or connected thereto are not incorporated into this Annual Report on
Form 10-K.

13

---



ITEM 1A. RISK FACTORS AND UNCERTAINTIES

Risks related to Midways business

Readers should
carefully consider the risks and uncertainties described below before deciding
whether to invest in our common shares.

Our failure to
successfully address the risks and uncertainties described below would have a
material adverse effect on our business, financial condition and/or results of
operations, and the trading price of our common shares may decline and
investors may lose all or part of their investment. We cannot assure you that
we will successfully address these risks or other unknown risks that may affect
our business.

Estimates of
mineralized material are forward-looking statements inherently subject to
error. Unforeseen events and uncontrollable factors can have a significant
impact on mineralized material estimates and actual results may differ from
estimates.

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

Our auditors
report on our 2009 consolidated financial statements includes an additional
explanatory paragraph that states that our recurring losses from operation
raise substantial doubt about our ability to continue as a going concern. The
Companys consolidated financial statements for the year ended December 31,
2009 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 December 31,
2009, the Company had cash and cash equivalents of $1,740,322, working capital
of $1,472,127 and has accumulated losses of $56,267,603 since inception.

Management
anticipates that the minimum cash requirements to fund its proposed exploration
program and continued operations will exceed the amount of cash on hand at
December 31, 2009. Accordingly, the Company does not have sufficient funds to
meet planned expenditures over the next twelve months, and will need to seek
additional debt or equity financing to meet its planned expenditures. The
Company plans to file a shelf-registration in the United States and Canada as
soon as practicable after March 31, 2010 pursuant to which the Company
subsequently intends to conduct equity offerings in 2010. There is no assurance
that the Company will be able to raise sufficient cash to fund its future
exploration programs and operational expenditures. These factors raise
substantial doubt regarding the Companys ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.

We have a history of
losses and will require additional financing to fund exploration and, if
warranted, development.

In the fiscal
year ended December 31, 2009, we had losses of 2,642,176 and we have had accumulated
losses of $56,267,603 since inception.

We have not
commenced commercial production on any of our mineral properties. We have no
revenues from operations and anticipate we will have no operating revenues
until we place one or more of our properties into production. All of our
properties are in the exploration stage, which means that we have known mineral
reserves on our properties. We currently do not have sufficient funds to fully
complete exploration and development work on any of our properties, which means
that we will be required to raise additional capital, enter into joint venture
relationships or find alternative means to finance placing one or more of our
properties into commercial production, if warranted. If the Company fails to
raise additional funds it will curtail its activities and may risk being unable
to maintain its interests in its mineral properties.

14

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Failure to
obtain sufficient financing may result in the delay or indefinite postponement
of exploration, and, development or production on one or more of our properties
and any properties we may acquire in the future or even a loss of property
interests. This includes our leases over claims covering the principal deposits
on our properties, which may expire unless we expend minimum levels of
expenditures over the terms of such leases. We cannot be certain that
additional capital or other types of financing will be available if needed or
that, if available, the terms of such financing will be favorable or acceptable
to us. Future financings may cause dilution to our shareholders.

We have no history
of producing metals from our mineral properties.

We have no
history of producing metals from any of our properties. Our properties are all
exploration stage properties in various stages of exploration. Our Midway,
Spring Valley, Pan and Golden Eagle properties are exploratory stage
exploration projects with identified gold mineralization, and our Roberts
Creek, Burnt Canyon and Gold Rock projects are each early stage exploration
projects. Advancing properties from exploration into the development stage
requires significant capital and time and successful commercial production from
a property, if any, will be subject to completing feasibility studies,
permitting and construction of the mine, processing plants, roads, and other
related works and infrastructure. As a result, we are subject to all of the
risks associated with developing and establishing new mining operations and
business enterprises including:

| |   |                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | completion
 of feasibility studies to verify reserves and commercial viability, including
 the ability to find sufficient gold reserves to support a commercial mining
 operation;        
| |   |                                                                                                                                                                                           
| |  | the
 timing and cost, which can be considerable, of further exploration, preparing
 feasibility studies, permitting and construction of infrastructure, mining
 and processing facilities;
| |   |                                                                                                                                                                                           
| |  | the
 availability and costs of drill equipment, exploration personnel, skilled
 labor and mining and processing equipment, if required;                                                   
| |   |                                                                                                                                                                                           
| |  | the
 availability and cost of appropriate smelting and/or refining arrangements,
 if required;                                                                                            
| |   |                                                                                                                                                                                           
| |  | compliance with environmental and other governmental approval
 and permit requirements;                                                                                                   
| |   |                                                                                                                                                                                           
| |  | the
 availability of funds to finance exploration, development and construction
 activities, as warranted;                                                                                
| |   |                                                                                                                                                                                           
| |  | potential
 opposition from non-governmental organizations, environmental groups, local
 groups or local inhabitants which may delay or prevent development
 activities; and               
| |   |                                                                                                                                                                                           
| |  | potential increases in exploration, construction and operating
 costs due to changes in the cost of fuel, power, materials and supplies.                                                  

The costs,
timing and complexities of exploration, development and construction activities
may be increased by the location of our properties and demand by other mineral
exploration and mining companies. It is common in exploration programs to
experience unexpected problems and delays during drill programs and, if
warranted, development, construction and mine start-up. Accordingly, our
activities may not result in profitable mining operations and we may not
succeed in establish mining operations or profitably producing metals at any of
our properties.

Increased costs
could affect our financial condition.

We anticipate
that costs at our projects that we may explore or develop, will frequently be
subject to variation from one year to the next due to a number of factors, such
as changing ore grade, metallurgy and revisions to mine plans, if any, in
response to the physical shape and location of the ore body. In addition, costs
are affected by the price of commodities such as fuel, rubber and electricity.
Such commodities are at times subject to volatile price movements, including
increases that could make production at certain operations less profitable. A
material increase in costs at any significant location could have a significant
effect on our profitability.

A shortage of
equipment and supplies could adversely affect our ability to operate our
business.

We are
dependent on various supplies and equipment to carry out our mining exploration
and, if warranted, development operations. The shortage of such supplies,
equipment and parts could have a material adverse effect on our ability to
carry out our operations and therefore limit or increase the cost of
production.

15

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Mining and resource
exploration is inherently dangerous and subject to conditions or events beyond
our control, which could have a material adverse effect on our business and
plans.

Mining and
mineral exploration involves various types of risks and hazards, including:

| |   |                                                                          
| | - | -------------------------------------------------------------------------
| |  | environmental hazards;                                                   
| |   |                                                                          
| |  | power
 outages;                                                          
| |   |                                                                          
| |  | metallurgical and other processing
 problems;                            
| |   |                                                                          
| |  | unusual or unexpected geological
 formations;                            
| |   |                                                                          
| |  | flooding, fire, explosions, cave-ins,
 landslides and rock-bursts;       
| |   |                                                                          
| |  | inability to obtain suitable or adequate
 machinery, equipment, or labor;
| |   |                                                                          
| |  | metals losses; and                                                       
| |   |                                                                          
| |  | periodic
 interruptions due to inclement or hazardous weather conditions.

These risks
could result in damage to, or destruction of, mineral properties, production
facilities or other properties, personal injury, environmental damage, delays
in mining, increased production costs, monetary losses and possible legal
liability. We may not be able to obtain insurance to cover these risks at
economically feasible premiums. Insurance against certain environmental risks,
including potential liability for pollution or other hazards as a result of the
disposal of waste products occurring from production, is not generally
available to us or to other companies within the mining industry. We may suffer
a material adverse effect on our business if we incur losses related to any
significant events that are not covered by our insurance policies.

The figures for our
resources are estimates based on interpretation and assumptions and may yield
less mineral production under actual conditions than is currently estimated.

Unless
otherwise indicated, mineralization figures presented in this Annual Report and
in our filings with securities regulatory authorities, press releases and other
public statements that may be made from time to time are based upon estimates
made by independent geologists and our internal geologists. When making
determinations about whether to advance any of our projects to development, we
must rely upon such estimated calculations as to the mineral reserves and
grades of mineralization on our properties. Until ore is actually mined and
processed, mineral reserves and grades of mineralization must be considered as
estimates only.

Estimates can
be imprecise and depend upon geological interpretation and statistical
inferences drawn from drilling and sampling analysis, which may prove to be
unreliable. We cannot assure you that:

| |   |                                                                 
| | - | ----------------------------------------------------------------
| |  | these estimates will be accurate;                               
| |   |                                                                 
| |  | resource or other mineralization estimates
 will be accurate; or
| |   |                                                                 
| |  | this mineralization can be mined or
 processed profitably.      

Any material changes
in mineral resource estimates and grades of mineralization will affect the
economic viability of placing a property into production and a propertys
return on capital.

Because we
have not completed feasibility studies on any of our properties and have not
commenced actual production, mineralization estimates, including resource
estimates, for our properties may require adjustments or downward revisions. In
addition, the grade of ore ultimately mined, if any, may differ from that
indicated by our feasibility studies and drill results. Minerals recovered in
small scale tests may not be duplicated in large scale tests under on-site
conditions or in production scale.

The resource
estimates contained in this report have been determined and valued based on
assumed future prices, cut-off grades and operating costs that may prove to be
inaccurate. Extended declines in market prices for gold, silver or other
commodities may render portions of our mineralization and resource estimates
uneconomic and result in reduced reported mineralization or adversely affect
the commercial viability determinations we reach. Any material reductions in
estimates of mineralization, or of our ability to extract this mineralization,
could have a material adverse effect on our share price and the value of our
properties.

16

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There are
differences in U.S. and Canadian practices for reporting reserves and
resources.

Our reserve
and resource estimates are not directly comparable to those made in filings
subject to SEC reporting and disclosure requirements, as we generally report
reserves and resources in accordance with Canadian practices. These practices
are different from the practices used to report reserve and resource estimates
in reports and other materials filed with the SEC. It is Canadian practice to
report measured, indicated and inferred resources, which are generally not
permitted in disclosure filed with the SEC by United States issuers. In the
United States, mineralization may not be classified as a reserve unless the
determination has been made that the mineralization could be economically and
legally produced or extracted at the time the reserve determination is made.
United States investors are cautioned not to assume that all or any part of
measured or indicated resources will ever be converted into reserves.

Further,
inferred resources have a great amount of uncertainty as to their existence
and as to whether they can be mined legally or economically. Disclosure of
contained ounces is permitted disclosure under Canadian regulations; however,
the SEC only permits issuers to report resources as in place tonnage and
grade without reference to unit measures.

Accordingly,
information concerning descriptions of mineralization, reserves and resources
contained in this report, or in the documents incorporated herein by reference,
may not be comparable to information made public by other United States companies
subject to the reporting and disclosure requirements of the SEC.

Our exploration
activities on our properties may not be commercially successful, which could
lead us to abandon our plans to develop the property and our investments in
exploration.

Our long-term
success depends on our ability to identify mineral deposits on our existing
properties and other properties we may acquire, if any, that we can then
develop into commercially viable mining operations. Mineral exploration is
highly speculative in nature, involves many risks and is frequently
nonproductive. These risks include unusual or unexpected geologic formations,
and the inability to obtain suitable or adequate machinery, equipment or labor.
The success of gold, silver and other commodity exploration is determined in
part by the following factors:

| |   |                                                                               
| | - | ------------------------------------------------------------------------------
| |  | the identification of potential
 mineralization based on surficial analysis;  
| |   |                                                                               
| |  | availability of government-granted
 exploration permits;                      
| |   |                                                                               
| |  | the quality of our management and our
 geological and technical expertise; and
| |   |                                                                               
| |  | the capital
 available for exploration and development work.                  

Substantial
expenditures are required to establish proven and probable reserves through
drilling and analysis, to develop metallurgical processes to extract metal, and
to develop the mining and processing facilities and infrastructure at any site
chosen for mining. Whether a mineral deposit will be commercially viable
depends on a number of factors, which include, without limitation, the particular
attributes of the deposit, such as size, grade and proximity to infrastructure;
metal prices, which fluctuate widely; and government regulations, including,
without limitation, regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection. We may invest significant capital and resources in exploration
activities and abandon such investments if we are unable to identify
commercially exploitable mineral reserves. The decision to abandon a project
may have an adverse effect on the market value of our securities and the
ability to raise future financing.

We may encounter
archaeological issues and claims relating to our Midway property, which may
delay our ability to conduct further exploration or developmental activities or
could affect our ability to place the property into commercial production, if
warranted

Our
exploration and development activities may be delayed due to the designation of
a portion of the Midway property as a site of archaeological significance. A
cultural inventory of the Midway project has identified a prehistoric site
associated with a dune field in the Ralston Valley, adjacent to the Midway
property. An intensive cultural and geomorphologic inspection was conducted of
the project area to determine archaeologically significant areas. Techniques
and methods used during the inventory were sufficient to identify most cultural
resources and features in the area. Should sufficient mineral resources be
identified on the Midway property, a complete archaeological inventory and
evaluation would be required, including the possibility of curating the site.

17

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Our Midway property
is in close proximity to a municipal water supply, which may delay our ability
to conduct further exploration or developmental activities or could affect our
ability to place the property into commercial production, if warranted

The Midway
property lies within a basin from which the town of Tonopah obtains its
municipal water supply. To date, Midways exploration activities have not been
restricted due to the proximity of the activities to this basin. As Midways
exploration and development activities expand, there is an increased risk that
the activities may interfere with the water supply. As part of the mining
development work on the Midway property, Midway completed a hydrologic review
of the basin and will establish a strategy for preventing exploration and
development activities from interfering with the water supply. Any damage to,
or contamination of, the water supply caused by Midways activities could
result in Midway incurring significant liability. We cannot predict the
magnitude of such liability or the impact of such liability on our business,
prospects or financial condition. Midway has applied for water right permits in
the Ralston Basin, which is currently under protest by the town of Tonopah.
Midway is currently negotiating with the town about any future pumping of water
in the basin. Midway is currently reviewing and negotiating dewatering options
with the town of Tonopah that would be agreeable and beneficial for both
parties. If Midway were not able to secure dewatering rights for the Midway
project, the project may be restricted and could affect our ability to place
the property into commercial production, if warranted.

Changes in the
market price of gold, silver and other metals, which in the past has fluctuated
widely, will affect the profitability of our operations and financial
condition.

Our
profitability and long-term viability depend, in large part, upon the market
price of gold and other metals and minerals produced from our mineral
properties. The market price of gold and other metals is volatile and is
impacted by numerous factors beyond our control, including:

| |   |                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | expectations with respect to the rate of
 inflation;                                                                                   
| |   |                                                                                                                                        
| |  | the relative strength of the U.S. dollar
 and certain other currencies;                                                                
| |   |                                                                                                                                        
| |  | interest
 rates;                                                                                                                       
| |   |                                                                                                                                        
| |  | global or regional political or economic
 conditions;                                                                                  
| |   |                                                                                                                                        
| |  | supply and demand for jewelry and
 industrial products containing metals; and                                                          
| |   |                                                                                                                                        
| |  | sales by
 central banks and other holders, speculators and producers of gold and other
 metals in response to any of the above factors.

We cannot
predict the effect of these factors on metal prices. Gold prices quoted in US
dollars have fluctuated during the last several years. The price of gold
(London Fix) has ranged from $810 to $1,212 per ounce during calendar 2009,
closing at $1,087on December 30, 2009; from $712 to $1,011 per ounce during calendar 2008
to close on December 31, 2008 at $870 per ounce and from $608 to $842 per ounce
during calendar 2007, to close on December 31, 2007 at $836.

A decrease in
the market price of gold and other metals could affect the commercial viability
of our properties and our anticipated development of such properties in the
future. Lower gold prices could also adversely affect our ability to finance
exploration and development of our properties.

We do not maintain
insurance with respect to certain high-risk activities, which exposes us to
significant risk of loss

Mining
operations generally involve a high degree of risk. Hazards such as unusual or
unexpected formations or other conditions are often encountered. Midway may
become subject to liability for pollution, cave-ins or hazards against which it
cannot insure or against which it cannot maintain insurance at commercially
reasonable premiums. Any significant claim would have a material adverse effect
on Midways financial position and prospects. Midway is not currently covered
by any form of environmental liability insurance, or political risk insurance,
since insurance against such risks (including liability for pollution) is
prohibitively expensive. Midway may have to suspend operations or take cost
interim compliance measures if Midway is unable to fully fund the cost of
remedying an environmental problem, if it occurs.

18

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We may not be able
to obtain all required permits and licenses to place any of our properties into
production

Our current and
future operations, including development activities and commencement of
production, if warranted, require permits from governmental authorities and
such operations are and will be governed by laws and regulations governing
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, permission to develop a decline beneath a state highway, mine
safety and other matters. Companies engaged in property exploration and the
development or operation of mines and related facilities generally experience
increased costs, and delays in production and other schedules as a result of
the need to comply with applicable laws, regulations and permits. We cannot predict
if all permits which we may require for continued exploration, development or
construction of mining facilities and conduct of mining operations will be
obtainable on reasonable terms or that such laws and regulations. Costs related
to applying for and obtaining permits and licenses may be prohibitive and could
delay our planned exploration and development activities. Failure to comply
with applicable laws, regulations and permitting requirements may result in
enforcement actions, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions.

Parties
engaged in mining operations may be required to compensate those suffering loss
or damage by reason of the mining activities and may have civil or criminal
fines or penalties imposed for violations of applicable laws or regulations.
Amendments to current laws, regulations and permits governing operations and
activities of mining companies, or more stringent implementation thereof, could
have a material adverse impact on our operations and cause increases in capital
expenditures or production costs or reduction in levels of production at producing
properties or require abandonment or delays in development of new mining
properties.

We are subject to
significant governmental regulations, which affect our operations and costs of
conducting our business

Our current
and future operations are and will be governed by laws and regulations,
including:

| |   |                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |  | laws and regulations governing mineral
 concession acquisition, prospecting, development, mining and production;                 
| |   |                                                                                                                                  
| |  | laws and
 regulations related to exports, taxes and fees;                                                                        
| |   |                                                                                                                                  
| |  | labor standards and regulations related to
 occupational health and mine safety;                                                 
| |   |                                                                                                                                  
| |  | environmental
 standards and regulations related to waste disposal, toxic substances, land
 use and environmental protection; and
| |   |                                                                                                                                  
| |  | other matters.                                                                                                                   

Companies
engaged in exploration activities often experience increased costs and delays
in production and other schedules as a result of the need to comply with
applicable laws, regulations and permits. Failure to comply with applicable
laws, regulations and permits may result in enforcement actions, including the
forfeiture of claims, orders issued by regulatory or judicial authorities
requiring operations to cease or be curtailed, and may include corrective
measures requiring capital expenditures, installation of additional equipment
or costly remedial actions. We may be required to compensate those suffering
loss or damage by reason of its mineral exploration activities and may have
civil or criminal fines or penalties imposed for violations of such laws,
regulations and permits.

Existing and
possible future laws, regulations and permits governing operations and
activities of exploration companies, or more stringent implementation, could
have a material adverse impact on our business and cause increases in capital
expenditures or require abandonment or delays in exploration.

Our activities are
subject to environmental laws and regulations that may increase our costs of
doing business and restrict our operations.

All phases of
our operations are subject to environmental regulation in the jurisdictions in
which it operates. Environmental legislation is evolving in a manner which will
require stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers,
directors and employees. These laws address

19

---



emissions into
the air, discharges into water, management of waste, management of hazardous
substances, protection of natural resources, antiquities and endangered species
and reclamation of lands disturbed by mining operations. Compliance with
environmental laws and regulations and future changes in these laws and
regulations may require significant capital outlays and may cause material
changes or delays in our operations and future activities. It is possible that
future changes in these laws or regulations could have a significant adverse
impact on our properties or some portion of our business, causing us to re-evaluate
those activities at that time.

Land reclamation
requirements for our properties may be burdensome and expensive.

Although
variable depending on location and the governing authority, land reclamation
requirements are generally imposed on mineral exploration companies (as well as
companies with mining operations) in order to minimize long term effects of
land disturbance.

Reclamation
may include requirements to:

| |   |                                                                    
| | - | -------------------------------------------------------------------
| |  | control dispersion of potentially
 deleterious effluents; and      
| |   |                                                                    
| |  | reasonably re-establish pre-disturbance
 land forms and vegetation.

In order to
carry out reclamation obligations imposed on us in connection with our
potential development activities, we must allocate financial resources that
might otherwise be spent on further exploration and development programs. We
plan to set up a provision for our reclamation obligations on our properties,
as appropriate, but this provision may not be adequate. If we are required to
carry out unanticipated reclamation work, our financial position could be
adversely affected.

Increased
competition could adversely affect our ability to attract necessary capital
funding or acquire suitable producing properties or prospects for mineral
exploration in the future.

The mining
industry is intensely competitive. Significant competition exists for the
acquisition of properties producing or capable of producing, gold or other
metals. We may be at a competitive disadvantage in acquiring additional mining
properties because we must compete with other individuals and companies, many
of which have greater financial resources, operational experience and technical
capabilities than us. We may also encounter increasing competition from other
mining companies in our efforts to hire experienced mining professionals.
Competition for exploration resources at all levels is currently very intense,
particularly affecting the availability of manpower, drill rigs, mining
equipment and production equipment. Increased competition could adversely
affect our ability to attract necessary capital funding or acquire suitable
producing properties or prospects for mineral exploration in the future.

We compete with
larger, better capitalized competitors in the mining industry.

The mining
industry is competitive in all of its phases, including financing, technical
resources, personnel and property acquisition. It requires significant capital,
technical resources, personnel and operational experience to effectively
compete in the mining industry. Because of the high costs associated with
exploration, the expertise required to analyze a projects potential and the
capital required to develop a mine, larger companies with significant resources
may have a competitive advantage over us. We face strong competition from other
mining companies, some with greater financial resources, operational experience
and technical capabilities than us. As a result of this competition, we may be
unable to maintain or acquire financing, personnel, technical resources or
attractive mining properties on terms we consider acceptable or at all.

Midway may enter
into joint venture and option agreements with other parties, which could
decrease our ownership interest and control over such properties

We may, in the
future, be unable to meet its share of costs incurred under option or joint
venture agreements to which it is a party and we may have our interest in the
properties subject to such agreements reduced or terminated as a result.
Furthermore, if other parties to such agreements do not meet their share of such
costs, we may be unable to finance the cost required to complete recommended
programs. In many joint ventures or option arrangements, we would give up
control over decisions to commence work and the timing of such work, if any.

20

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Our directors and
officers may have conflicts of interest as a result of their relationships with
other companies.

Certain or our
officers and directors are also directors, officers or shareholders of other
companies that are similarly engaged in the business of acquiring, developing
and exploiting natural resource properties. For example, Daniel Wolfus, our
Chairman and CEO and Director, also serves as a director for Evolving Gold
Corp., Melkior Resources Inc. and EMC Metals Corp.; Alan Branham, our
President, COO and Director, also serves as a director for Rocky Mountain
Resources Corp.; Doris Meyer, our CFO and Corporate Secretary, also serves as
Chief Financial Officer and Corporate Secretary of AuEx Ventures Inc., Crescent
Resources Corp., Kalimantan Gold Corporation Limited, Miranda Gold Corp.,
Regency Gold Corp., Rolling Rock Resources Corporation, Sunridge Gold Corp. and
Tournigan Energy Ltd. and in addition is also a director of Kalimantan Gold
Corporation Limited, Regency Gold Corp. and Sunridge Gold Corp., George Hawes,
also serves as a director for Proginet Corporation and Rocky Mountain Resources
Corp. Consequently, there is a possibility that our directors and/or officers
may be in a position of conflict in the future.

We may experience
difficulty attracting and retaining qualified management to meet the needs of
our anticipated growth, and the failure to manage our growth effectively could
have a material adverse effect on our business and financial condition

We are
dependent on a relatively small number of key employees, including Dan Wolfus,
our chairman and CEO, Alan Branham, our President and COO and Doris Meyer, our
CFO. The loss of Mr. Wolfus, Mr. Branham or Ms. Meyer could have an adverse
effect on Midway. Midway does not have any key person insurance with respect to
any of its key employees.

Our results of
operations could be affected by currency fluctuations

We arrange our
equity funding and pay most of our administrative costs in Canadian dollars.
However our properties are all located in the United States and most costs
associated with these properties are paid in U.S. dollars. There can be
significant swings in the exchange rate between the U.S. and Canadian dollar.
There are no plans at this time to hedge against any exchange fluctuations in
currencies.

Title to our
properties may be subject to other claims, which could affect our property
rights and claims.

There are
risks that title to our properties may be challenged or impugned. Most of our
properties are located in Nevada and may be subject to prior unrecorded
agreements or transfers or native land claims and title may be affected by
undetected defects. There may be valid challenges to the title of our
properties which, if successful, could impair development and/or operations.
This is particularly the case in respect of those portions of the our
properties in which we hold our interest solely through a lease with the claim
holders, as such interest is substantially based on contract and has been
subject to a number of assignments (as opposed to a direct interest in the
property).

Several of the
mineral rights to our properties consist of unpatented mining claims created
and maintained in accordance with the U.S. General Mining Law. Unpatented
mining claims are unique property interests, and are generally considered to be
subject to greater title risk than other real property interests because the
validity of unpatented mining claims is often uncertain. This uncertainty
arises, in part, out of the complex federal and state laws and regulations
under the U.S. General Mining Law, including the requirement of a proper
physical discovery of valuable minerals within the boundaries of each claim and
proper compliance with physical staking requirements. Also, unpatented mining
claims are always subject to possible challenges by third parties or validity
contests by the federal government. The validity of an unpatented mining or
mill site claim, in terms of both its location and its maintenance, is
dependent on strict compliance with a complex body of U.S. federal and state
statutory and decisional law. In addition, there are few public records that
definitively determine the issues of validity and ownership of unpatented
mining claims. Should the Federal government impose a royalty or additional tax
burdens on the properties that lie within public lands, the resulting mining
operations could be seriously impacted, depending upon the type and amount of
the burden.

21

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Midway may be a
passive foreign investment company for United States federal income tax
purposes.

Midway may be
a passive foreign investment company, or PFIC, for United States Federal
income tax purposes. If so, Midway will continue to be so until it generates
sufficient revenue from its mineral exploration and extraction activities. However,
the actual determination of PFIC status is fundamentally factual in nature and
cannot be made until the close of the applicable taxable year. If Midway is a
PFIC, any gain recognized by a U.S. holder of common shares of Midway upon a
sale or other disposition of common shares of Midway may be ordinary (rather
than capital), and any resulting United States federal income tax may be
increased by an interest charge. Rules similar to those applicable to
dispositions generally will apply to certain excess distributions in respect of
a common share of Midway. A United States person generally may take steps to
avoid these unfavourable United States federal income tax consequences.

Recent market events
and general economic conditions

The recent
unprecedented events in global financial markets have had a profound impact on
the global economy. Many industries, including the gold mining industry, are
impacted by these market conditions. Notwithstanding various actions by the
U.S. and foreign governments, concerns about the general condition of the
capital markets, financial instruments, banks, investment banks, insurers and
other financial institutions could cause the broader credit markets to further
deteriorate and stock markets to decline substantially. In addition, general
economic indicators have deteriorated, including declining consumer sentiment,
increased unemployment and declining economic growth and uncertainty about
corporate earnings.

These
unprecedented 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
its cost of obtaining, capital and financing for its operations. A continued or
worsened slowdown in the financial markets or other economic conditions,
including but not limited to, consumer spending, employment rates, business
conditions, inflation, fuel and energy costs, consumer debt levels, lack of
available credit, the state of the financial markets, interest rates, and tax
rates may adversely affect our growth and profitability. Specifically:

| |   |                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------
| |  | The global
 credit/liquidity crisis could impact the cost and availability of financing
 and our overall liquidity;         
| |   |                                                                                                                             
| |  | the
 volatility of gold prices may impact our revenues, profits and cash flow;                                              
| |   |                                                                                                                             
| |  | volatile energy prices, commodity and consumables prices and
 currency exchange rates impact potential production costs; and
| |   |                                                                                                                             
| |  | the
 devaluation and volatility of global stock markets impacts the valuation of
 our equity securities                     

These factors
could have a material adverse effect on our financial condition and results of
operations.

Risks Related
to Midways Securities

We do not intend to
pay cash dividends.

We have never
declared or paid cash dividends on Midways common shares. We currently intend
to retain future earnings to finance the operation, development and expansion
of our business.

We do not
anticipate paying cash dividends on Midways common shares in the foreseeable
future. Payment of future cash dividends, if any, will be at the discretion of
Midways board of directors and will depend on Midways financial condition,
results of operations, contractual restrictions, capital requirements, business
prospects and other factors that our board of directors considers relevant.
Accordingly, investors will only see a return on their investment if the value
of Midways securities appreciates.

22

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The market for our
common shares has been volatile in the past, and may be subject to fluctuations
in the future.

The market
price of Midways common shares has ranged from a high of US$1.04 and a low of
US$0.31during the twelve month period ended March 26, 2010 on the NYSE Amex
exchange. We cannot assure you that the market price of our common shares will
not significantly fluctuate from its current level. The market price of our
common shares may be subject to wide fluctuations in response to quarterly
variations in operating results, changes in financial estimates by securities
analysts, or other events or factors. In addition, the financial markets have
experienced significant price and volume fluctuations for a number of reasons,
including the failure of the operating results of certain companies to meet
market expectations that have particularly affected the market prices of equity
securities of many exploration companies that have often been unrelated to the
operating performance of such companies. These broad market fluctuations, or
any industry-specific market fluctuations, may adversely affect the market
price of our common shares. In the past, following periods of volatility in the
market price of a companys securities, class action securities litigation has
been instituted against such a company. Such litigation, whether with or
without merit, could result in substantial costs and a diversion of
managements attention and resources, which would have a material adverse affect
on our business, operating results and financial condition.

If we raise
additional funding through equity financings, then our current shareholders
will suffer dilution.

We believe the
only realistic source of future funds presently available to us is through the
sale of equity capital. Any sale of equity capital will result in dilution to
existing shareholders. The only other alternative for the financing of further
exploration would be the offering by us of an interest in our properties to be
earned by another party or parties carrying out further exploration thereof.

We are a foreign
corporation and have officers and directors resident outside the United
States, which could make it difficult for you to effect service of process or
enforce a judgment by a U.S. court.

We are
incorporated under the laws of the Province of British Columbia, Canada and
some of our directors and officers are residents in jurisdictions outside the
United States. Consequently, it may be difficult for United States investors to
effect service of process within the United States upon us or upon certain of
our directors or officers who are not residents of the United States, or to
realize in the United States upon judgments of United States courts predicated
upon civil liabilities under the laws of the United States. A judgment of a
U.S. court predicated solely upon such civil liabilities would probably be
enforceable in Canada by a Canadian court if the U.S. court in which the
judgment was obtained had jurisdiction, as determined by the Canadian court, in
the matter.

ITEM 2. DESCRIPTION OF PROPERTIES

Cautionary Note to U.S. Investors
In this Annual Report we use the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource, which
are geological and mining terms as defined in accordance with NI 43-101 under
the guidelines adopted by CIM, as CIM Standards in Mineral Resources and
Reserve Definition and Guidelines adopted by the CIM. US investors in
particular 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.

Nevada Properties

Map of properties

The map below
shows the location of Midways properties located in Nevada, USA. These
properties are described in further detail below.

23

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|                                     
|-------------------------------------
|MAP OF MIDWAY NEVADA PROPERTIES, 2010
|                                     

(MAP)

Source: Midway Gold Corp., 2010

Spring Valley Project

Location, means of access and state of property

The Spring
Valley property is located in Pershing County, Nevada, approximately 20 miles
northeast of the town of Lovelock. The property is situated in the Spring
Valley Mining District, three miles north of Coeur dAlene Mines Corporations
Rochester Mine and is accessed on Nevada State Highway 50, which extends
eastward from US

24

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Interstate 80
and is paved to the Rochester turn-off; thereafter dirt road. Water is readily
available from two water wells drilled on the property under a temporary grant
of water rights and power is accessible as a high-tension power line crosses
the property.

Agreement with Barrick Gold

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 Project.

Exploration Period

Under the
terms of the EDM Agreement, MGC granted to Barrick the exclusive right to
explore and develop the Spring Valley Project. During this exploration period,
Barrick has the exclusive right to earn a 60% interest in the Spring Valley
Project by spending US$30,000,000 on the property (US$4,000,000 was guaranteed
and was expended in the first year ending December 31, 2009) over a five-year
period ending December 31, 2013. During this five-year period Barrick has 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 Spring Valley 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 Spring Valley 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 Spring Valley 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 Spring Valley
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 Spring Valley Project and Barrick will be 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 Spring Valley Project
for US$40,000,000 and a 2% net smelter royalty return (NSR) on production from
the Spring Valley Project; or (ii) Barrick will elect not to exercise its
option to purchase Midways interest in the Spring Valley 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.

25

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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
Spring Valley Project or under the EDM Agreement.

Barrick
conducted and funded exploration in 2009 on the Spring Valley Project at the
minimum level of US$4,000,000. Barrick has informed Midway that it intends to
conduct and fund the 2010 minimum required program of US$5,000,000 to maintain
the EDM Agreement.

Title

Midway has
controlled the property since 2003 through direct ownership of unpatented lode
mining claims administered by the Bureau of Land Management (BLM) and through
mining leases. Unpatented mining claims are kept active through payment of a
maintenance fee due to the BLM and each county the claims are located in on 31
August of each year. Certain areas of the Spring Valley project are subject to
Net Smelter Return (NSR) royalties ranging from 1% to 7% on different claim
groups within the project package. Midways land position encompasses a gross area of approximately
11,022.5 acres containing federal lode and placer mining claims and patented
fee properties.

The Company
has prepared a summary table shown below that identifies the nature of our
ownership or interest in the property, describes our interest in the
properties, describes the type, names, number, unique identifying numbers and
the approximate size in acres of each of the claims.

|          |  |                |  |              |  |                |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|--------- |  | -------------- |  | ------------ |  | -------------- |  | ------ |  | -------------------- |  | ----------- |  | ------------- |  | -------- |  | ----- |  | ------------------- |  | ------------ |  | ----------------
|Ownership |  | Agreement Date |  | Expiry       |  | Owner (source) |  | Claims |  | Land Type            |  | Name/Series |  | Claim Numbers |  | County   |  | State |  | Serial Numbers      |  | Gold Royalty |  | Approx. Acreage*
|          |  |                |  |              |  | Dale           |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Chabino        |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | and Diana      |  |        |  | Federal Lode - BLM   |  | FREEDOM     |  | 1             |  | Pershing |  | NV    |  | NMC785920           |  |              |  |                 
|Optioned  |  | 10/ 30/ 2006   |  | 10/ 30/ 2016 |  | Chabino        |  | 2      |  | Federal Placer - BLM |  | FREEDOM     |  | 2             |  | Pershing |  | NV    |  | NMC780754           |  | 3% NSR       |  | 41.3            
|          |  |                |  |              |  | George D.      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|Optioned  |  | 6/ 10/ 2007    |  | 6/ 10/ 2017  |  | Duffy          |  | 2      |  | Federal Lode - BLM   |  | DUFFY       |  | 2-Jan         |  | Pershing |  | NV    |  | NMC811224-NMC811225 |  | -            |  | 41.3            
|          |  |                |  |              |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 315-318       |  | Pershing |  | NV    |  | NMC925188-NMC925191 |  |              |  |                 
|          |  |                |  |              |  | Lamonte J.     |  |        |  | Federal Lode - BLM   |  | SV          |  | 337-340       |  | Pershing |  | NV    |  | NMC925210-NMC925213 |  |              |  |                 
|Optioned  |  | 4/ 25/ 2006    |  | 4/ 25/ 2016  |  | Duffy          |  | 12     |  | Federal Lode - BLM   |  | DUFFY       |  | 8-May         |  | Pershing |  | NV    |  | NMC965332-NMC965335 |  | 3% NSR       |  | 247.9           
|          |  |                |  |              |  | David          |  |        |  | Federal Lode - BLM   |  | PS          |  | 22-Jan        |  | Pershing |  | NV    |  | NMC930781-NMC930802 |  |              |  |                 
|          |  |                |  |              |  |                |  |        |  | Federal Lode - BLM   |  | PS          |  | 28-32         |  | Pershing |  | NV    |  | NMC930808-NMC930812 |  |              |  |                 
|          |  |                |  |              |  | Rowe and       |  |        |  | Federal Lode - BLM   |  | PS          |  | 34-40         |  | Pershing |  | NV    |  | NMC930814-NMC930820 |  |              |  |                 
|          |  |                |  |              |  | Randall        |  |        |  | Federal Lode - BLM   |  | PS          |  | 43-48         |  | Pershing |  | NV    |  | NMC930823-NMC930828 |  |              |  |                 
|Optioned  |  | 7/ 17/ 2006    |  | 7/ 17/ 2016  |  | Stoeberl       |  | 46     |  | Federal Lode - BLM   |  | PS          |  | 58-63         |  | Pershing |  | NV    |  | NMC930838-NMC930843 |  | 3% NSR       |  | 950.4           
|          |  |                |  |              |  |                |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | MGC            |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Resources      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Inc. (Echo     |  |        |  | Federal Lode - BLM   |  | SV          |  | 51-54         |  | Pershing |  | NV    |  | NMC825454-NMC825457 |  |              |  |                 
|Owned     |  | 9/ 10/ 2003    |  | -            |  | Bay)           |  | 28     |  | Federal Lode - BLM   |  | SV          |  | 60-83         |  | Pershing |  | NV    |  | NMC832254-NMC832277 |  | 2% NSR       |  | 578.5           
|          |  |                |  |              |  | MGC            |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Resources      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                     |  |              |  |                 
|Owned     |  | 11/ 27/ 2007   |  | -            |  | Inc. (TGC)     |  | 3      |  | Federal Lode - BLM   |  | DRY         |  | 3-Jan         |  | Pershing |  | NV    |  | NMC954162-NMC954164 |  | -            |  | 62              

26

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|          |  |                |  |        |  |                |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|--------- |  | -------------- |  | ------ |  | -------------- |  | ------ |  | -------------------- |  | ----------- |  | ------------- |  | -------- |  | ----- |  | ---------------------- |  | ------------ |  | ----------------
|Ownership |  | Agreement Date |  | Expiry |  | Owner (source) |  | Claims |  | Land Type            |  | Name/Series |  | Claim Numbers |  | County   |  | State |  | Serial Numbers         |  | Gold Royalty |  | Approx. Acreage*
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | HMS         |  | 6-Apr         |  | Pershing |  | NV    |  | NMC140862-NMC140864    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | HMS         |  | 84-87         |  | Pershing |  | NV    |  | NMC140941-NMC140944    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SDB         |  | 8-Jan         |  | Pershing |  | NV    |  | NMC349508-NMC349515    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | IDA         |  | 25-Dec        |  | Pershing |  | NV    |  | NMC364282-NMC364295    |  |              |  |                 
|          |  |                |  |        |  | MGC            |  |        |  | Federal Lode - BLM   |  | SHO         |  | Mar-59        |  | Pershing |  | NV    |  | NMC364363-NMC364419    |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  | Federal Lode - BLM   |  | PORCUPINE   |  | 11-Jan        |  | Pershing |  | NV    |  | NMC371072-NMC371082    |  |              |  |                 
|          |  |                |  |        |  | Inc.           |  |        |  | Federal Lode - BLM   |  | CROWN HILL  |  | 10-Jul        |  | Pershing |  | NV    |  | NMC39574-NMC39595      |  |              |  |                 
|Owned     |  | 1/ 25/ 2006    |  | -      |  | (Coeur)        |  | 101    |  | Federal Lode - BLM   |  | PORCUPINE   |  | 28            |  | Pershing |  | NV    |  | NMC662873              |  | 3% NSR       |  | 2,086.80        
|          |  |                |  |        |  | MGC            |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Inc. [SSV      |  |        |  |                      |  |             |  | 142-144,      |  |          |  |       |  |                        |  |              |  |                 
|Owned     |  | -              |  | -      |  | set]           |  | 20     |  | Federal Lode - BLM   |  | SSV         |  | 370-387       |  | Pershing |  | NV    |  | NMC954582-NMC954601    |  | -            |  | 413.2           
|          |  |                |  |        |  |                |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  | 2-7% NSR;    |  |                 
|          |  |                |  |        |  |                |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  | 1% NSR       |  |                 
|          |  |                |  |        |  | MGC            |  |        |  | Federal Lode - BLM   |  | SV          |  | 8-20 (even)   |  | Pershing |  | NV    |  | NMC748203-748215 (odd) |  | over-ride    |  |                 
|          |  | 7/ 3/ 2003,    |  |        |  | Resources      |  |        |  | Federal Lode - BLM   |  | SV          |  |               |  | Pershing |  | NV    |  | NMC748222              |  | on claims    |  |                 
|          |  | amended        |  |        |  | Inc.           |  |        |  | Federal Lode - BLM   |  | SV          |  | 29-44         |  | Pershing |  | NV    |  | NMC748224-NMC748239    |  | within 1/ 2  |  |                 
|Owned     |  | 8/ 15/ 2003    |  | -      |  | (Schmidt)      |  | 44     |  | Federal Lode - BLM   |  | SV          |  | (odd), 22-    |  | Pershing |  | NV    |  | NMC817628-817647       |  | mile         |  | 909.1           
|          |  |                |  |        |  | MGC            |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Inc. [SV 45-   |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|Owned     |  | -              |  | -      |  | 78 set]        |  | 34     |  | Federal Lode - BLM   |  | SV          |  | 45-78         |  | Pershing |  | NV    |  | NMC860702-NMC860735    |  | -            |  | 702.5           
|          |  |                |  |        |  |                |  | 249    |  | Federal Lode - BLM   |  | SV          |  | 84-99         |  | Pershing |  | NV    |  | NMC872357-NMC872372    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 100-125       |  | Pershing |  | NV    |  | NMC887449-NMC887474    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 126-135       |  | Pershing |  | NV    |  | NMC889143-NMC889152    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Placer - BLM |  | SV          |  | 136-139       |  | Pershing |  | NV    |  | NMC906957-NMC906960    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 146-213       |  | Pershing |  | NV    |  | NMC925039-NMC925106    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 215-261       |  | Pershing |  | NV    |  | NMC925108-NMC925154    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  |                      |  |             |  | 277-278,      |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 285-314       |  | Pershing |  | NV    |  | NMC925156-NMC925187    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 319-336       |  | Pershing |  | NV    |  | NMC925192-NMC925209    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 341-357       |  | Pershing |  | NV    |  | NMC925214-NMC925230    |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM   |  | SV          |  | 266-276       |  | Pershing |  | NV    |  | NMC929379-929389       |  |              |  |                 
|          |  |                |  |        |  | MGC            |  |        |  | Federal Lode - BLM   |  | SV          |  | 283-284       |  | Pershing |  | NV    |  | NMC929394-NMC929395    |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  | Federal Lode - BLM   |  | SV          |  | 262           |  | Pershing |  | NV    |  | NMC954602              |  |              |  |                 
|          |  |                |  |        |  | Inc. [SV 84-   |  |        |  | Federal Lode - BLM   |  | SV          |  | 214           |  | Pershing |  | NV    |  | NMC977866              |  | -            |  | 5,144.60        
|Owned     |  | -              |  | -      |  | 357 set]       |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | MGC            |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Inc. [SVP      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|Owned     |  | -              |  | -      |  | set]           |  | 40     |  | Federal Placer - BLM |  | SVP         |  | Jan-40        |  | Pershing |  | NV    |  | NMC906917-NMC906956    |  | -            |  | 826.4           
|          |  |                |  |        |  | MGC            |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Inc. [SVR      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|Owned     |  | -              |  | -      |  | set]           |  | 16     |  | Federal Lode - BLM   |  | SVR         |  | 16-Jan        |  | Pershing |  | NV    |  | NMC987526-NMC987541    |  | -            |  | 330.6           
|          |  |                |  |        |  | MGC            |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  | Inc. [SVB      |  |        |  |                      |  |             |  |               |  |          |  |       |  |                        |  |              |  |                 
|Owned     |  | -              |  | -      |  | set]           |  | 12     |  | Federal Lode - BLM   |  | SVB         |  | 12-Jan        |  | Pershing |  | NV    |  | To be filed            |  | -            |  | 247.9           
|          |  |                |  |        |  |                |  |        |  |                      |  | E1⁄2,         |  |               |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  |                      |  | N1⁄2NW1⁄4,      |  | Twn 29        |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  |                      |  | SE1⁄4NW1⁄4,     |  | North, Rng    |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  |                      |  | E1⁄2NE1⁄4SW     |  | 34 East,      |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  |                      |  | 1⁄4,          |  | M.D.M.,       |  |          |  |       |  |                        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  |                      |  | E1⁄2SE1⁄4SW1⁄4    |  | Section 25    |  | Pershing |  | NV    |  | P 203                  |  |              |  | 0/ 480/ 360     

In addition,
Midway owns the surface rights on 544.2 acres of fee ground in Section 3, T28N,
R34E MDBM. Newmont Mining Company holds a lease on the mineral rights to this
ground. This ground is part of the Santa Fe checkerboard land package Newmont
acquired in 1997.

In 2009,
Barrick, on behalf of the Company, paid the following lease payments to
maintain certain mineral leases in the Spring Valley project:

27

---



| |   |                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On September
 1, 2009 Midway paid its annual payment of US$100,000 9 to Echo Bay
 Exploration Inc. to maintain its option to acquire 28 unpatented mining
 claims called the SV claims contiguous to the Spring Valley Claims. Echo Bay
 retained a 2% royalty on NSR from commercial production on these claims.                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | On April 25,
 2009 Midway paid its annual payment of US$36,000 to Lamonte J. Duffy to
 maintain its option to purchase 12 unpatented lode mining claims. The owner
 retained a 3% NSR Royalty. Alternatively Midway can purchase these claims for
 US$600,000 with any payments already paid credited against the total.                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | On July 1,
 2009 Midway paid in advance its US$1,000 a month option payment totaling
 US$6,000 to George D. Duffy to maintain its option to purchase 2 unpatented
 lode mining claims. Alternatively Midway can purchase these claims for
 US$500,000 with any payments already paid credited against the total.                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | On July 18,
 2009 Midway paid its annual payment of US$20,000 to Dave Rowe and Randall
 Stoeberl ($20,836) to maintain its option to purchase 97 unpatented mining
 claims. Alternatively Midway can purchase these claims for $600,000 with any
 payments already paid credited against the total. Mr. Rowe and Mr. Stoeberl
 retained a 3% NSR royalty from commercial production on these claims.  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | On October
 30, 2009 Midway paid its annual payment of US$5,000 ($6,062) to Dale and
 Diana Chabino to maintain its option to purchase 2 unpatented lode mining
 claims. Alternatively Midway can purchase these claims for US$100,000 with
 any payments already paid credited against the total. Mr. Chabino and Mrs.
 Chabino retained a 3% NSR royalty from commercial production on these claims.

Over the years
Midway has staked additional claims and purchased rights to additional claims
outright within and adjacent to the Spring Valley property.

Exploration completed by Midway

Midway staff
geologists took over the execution of the exploration program from Global
Geologic Services Inc. in late 2004 and we discovered the Porphyry and Sill
zones in 2005. During the 2004-2005 drill campaign, Midway drilled 90 reverse
circulation holes totaling 44,965 feet and 21 diamond drill holes totaling
10,008.7 feet. Midway focused on definition of the Sill and Porphyry zones and
drilling of exploration targets in the east and west margins of the Property,
including the West Diatreme and Ring Zone targets. All core holes from this
campaign were drilled in the resource area (Pond, Sill and Porphyry zones) as
were 65 of the 90 RC holes. In January 2006, Midway commissioned AMEC E&C Services,
Inc. (AMEC) to develop a mineral resource estimate conforming to NI43-101
that included results of 93,165.7 feet of drilling in 164 holes completed up to
January 2006.

In 2006, we
completed 66,616 feet of drilling in 90 holes with 88 of the holes drilled
outside the defined resource expanding it to the north (North Hill and Porphyry
zones) and the west (West Diatreme and Valley Breccia zones). The 2006
exploration program was designed to step out from the current resource around
the edge of the diatreme to expand the known resource as well as testing for a
much larger porphyry gold target at deeper levels. At the time of AMECs June
2006 resource estimation the deposit covered a mineralized zone of 0.6 miles
long by 0.3 miles wide that was continuous to a depth of 984 feet. Exploration
in 2006 expanded the gold zones to an area of almost 4,500 feet long by 3,000
feet wide that is mineralized to a depth of 1,400 feet. Additional project work
included a 3,000 soil sample grid survey, detailed stream sediment sampling,
gravity and Self Potential geophysical surveys, mapping and rock chip sampling
of 17 square miles of claim holdings all directed towards expanding the
potential size of this growing mineral resource.

Exploration at
the end of 2006 had identified distinct mineralized zones at Spring Valley: the
North Hill, West Diatreme, Porphyry, Pond, Sill, Valley Breccia and Limerick
zones. Surface exploration programs in 2006 identified more than 12 new targets
for follow up work.

28

---



In August 2007,
Midway completed the purchase of the key Schmidt lease in Spring Valley by
paying the final US$3,000,000 due. This payment was the final advance royalty
payment for the bulk of the current discovery on the Schmidt lease and
completes the final payment of royalty payments on the first 500,000 ounces of
gold produced from this central claim package.

In 2007, we
drilled 102,000 feet in the greater Spring Valley project area to expand the
West Diatreme and North Hill zones and to test the deep porphyry potential.
Limited infill drilling was completed on the Pond, Porphyry and Sill zones.
These zones form a coherent mineral trend 5,000 feet long and 3,000 feet wide
that has been tested to a depth of 1,400 feet. The mineralization remains open
to the northeast, southwest and at depth. An additional 10,850 feet was drilled
on the Limerick, American Canyon, King David and Golden Gate satellite targets.
Drilling is planned to follow-up gold and silver intercepts on three of these
targets.

An updated
Inferred Resource estimate made by AMEC was announced for Spring Valley in
January, 2008. The model left a large number of grade blocks outside of the L-G
optimization shell, and Midway worked with AMEC to refine the grade model and
to identify areas where additional drilling could bring known mineralization
into the resource.

Drilling from
February to August 2008 completed 87 holes including 63,565 feet of RC and
8,985 feet of core drilling targeting significant mineralization recognized
outside the current resource. Nearly 75% of these new holes had significant
gold intercepts. Drilling has now identified a coherent gold zone 5,200 feet
long by 3,500 feet wide and extends to a depth of 1,400 feet. Known
mineralization remains open to the north, southwest and at depth. Gold
intercepts for 20 holes were reported on July 8, 2008, including 5 feet of
1.114 opt gold within 75 feet of 0.119 opt gold in SV08-417 and 140 feet of
0.021 opt gold in SV 08-403 and 80 feet of 0.031 opt gold in SV 08-410. New
gold discovered in the Big Leap zone on the north end of the deposit was
reported on September 11, 2008. Intercepts in this zone included 5 feet of
0.667 opt gold with 110 feet of 0.061 opt gold in hole SV08-436 and SV 08-432
with 25 feet of 0.294 opt gold within 40 feet of 0.190 opt gold. The Big Leap
zone has been intercepted over 1400 feet along strike, is 200 to 400 feet wide,
and is still open to both the north and south and at depth. Two outlying
targets, the Fitting and Limerick areas, were tested with a total of 22 exploration
drill holes with no significant results. Results from deep core drilling tested
a gold bearing porphyry intrusive as announced on January 19, 2009. The more
significant intercepts were in hole SV08-396C including 3 feet of 0.101 opt
gold from 425 feet to 428 feet and 9.9 feet of 0.215 opt gold from 1,135.1 feet
to 1,145 feet. Hole SV08-397C reported 5 feet of 0.114 opt gold from 909 feet
to 914 feet and 4 feet of 0.117 opt gold from 977 feet to 981 feet.

By January 1,
2009, a total of 318,510 feet of drilling from 450 holes has been completed in
six drilling campaigns in the Spring Valley resource area. A total of 407 holes
(275,190 feet) were drilled using reverse circulation (RC) drilling methods and
43 holes totalling 43,302 feet were drilled using diamond core drilling
methods. The Company has drilled an additional 88 RC drill holes totalling
28,350 feet at four exploration targets on the property: Limerick, Golden Gate,
Fitting Canyon and American Canyon.

On March 2,
2009 the Company announced an Inferred Resource 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
drill results from 450 holes up to December 31, 2008 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. This cap is slightly lower than that used
by AMEC. 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.

Inferred Resource Using a $715
Lerchs-Grossman Optimization Shell

29

---



|                          |                        |                   |                         
|------------------------- | ---------------------- | ----------------- | ------------------------
|Cut-Off Grade
 (opt gold) | Short Tons
 (Millions) | Gold Grade
 (opt) | Contained Gold
 (ounces)
|                          |                        |                   |                         
|0.006                     | 87.75                  | 0.021             | 1,835,615               
|                          |                        |                   |                         
|0.010                     | 59.62                  | 0.027             | 1,594,707               
|                          |                        |                   |                         
|0.020                     | 29.31                  | 0.040             | 1,173,586               
|                          |                        |                   |                         

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
(Midway), who are the Qualified Persons responsible for the resource. 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.

Cautionary Note to U.S. Investors In
this Annual Report we use the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource, which
are geological and mining terms as defined in accordance with NI 43-101 under
the guidelines adopted by CIM, as CIM Standards in Mineral Resources and
Reserve Definition and Guidelines adopted by the CIM. US investors in
particular 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.

To date Midway
has incurred total costs of $19,965,724 relating to the exploration of the
Spring Valley project.

Exploration completed by Barrick

In 2009
Barrick drilled 34 holes totaling 29,002 feet of reverse circulation (RC)
drilling and 8,738 feet of core drilling. Barricks drilling focused on confirmation
of previous drill results, infilling defined mineralized areas and initial
metallurgical test work.

Confirmation
drilling comprised 12,010 feet of drilling in 6 core RC twin pairs: 6,000 feet
of RC drilling and 4,971 feet core drilling with 1,039 feet of RC collars.

Infill
drilling totaled 25,902 feet of drilling: 21,400 feet of RC drilling and 3,760
feet of core holes with 742 feet RC collars.

Significant
intercepts include:

Fire assays of:

| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | 339.5 feet
 of 0.037 opt gold (including 10 feet of 0.485 opt gold) and 156 feet of 0.028
 opt gold in SV09-461C
| |   |                                                                                                                 
| |  | 15.8 feet of
 1.731 opt gold including 5 feet of 6.038 opt gold in SV09-454C                                    

Metallic screen assays include:

| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | 220 feet of
 0.034 opt gold in SV09-456                                                                  
| |   |                                                                                                          
| |  | 45 feet of
 0.058 opt gold including 5 feet of 0.400 opt gold and 110 feet of 0.031 opt
 gold in SV09-466
| |   |                                                                                                          
| |  | 140 feet of
 0.033 opt gold and 100 feet of 0.021 opt gold in SV09-450                                   
| |   |                                                                                                          
| |  | 52.5 feet of
 0.889 opt gold including 5 feet of 9.101 opt gold in SV09-451C                             

Barrick
sampled 13 composites from drill core resulting in no significant difference in
recovery between oxide and sulfide material. Bottle roll tests ranged from 86%
to 98% gold recoveries from oxide, sulfide and transition composites; and
column leach tests indicate a preliminary 70% recovery.

The results
from gravity testing indicates that substantial amounts of the gold in the
samples could be recovered by simple gravity methods without fine grinding, but
that gravity alone may not be the optimal processing option. Gravity separation
tests showed gold recoveries in the range of 91% to 50.6% of the calculated
head grade. The majority of gravity recoverable gold was released with the
coarsest grind. Gravity tails were found to be amenable to leaching of the
remaining gold.

30

---



2010 Exploration Program

Barrick has
informed Midway that it intends to conduct and fund the 2010 minimum required
program of US$5,000,000 to maintain the EDM Agreement. Midway has been informed
that expansion of resource drilling will be the focus of the 2010 Barrick
exploration program and that drill pad construction commenced on March 19 and
the first RC hole is underway at the time of filing this Annual Report.

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

Pan Project

Location and means of access

The Pan
property is located at the northern end of the Pancake mountain range in
western White Pine County, Nevada, approximately 22 miles southeast of Eureka,
Nevada, and 50 miles west of Ely, Nevada.

Access to the
Pan property is via a seven mile dirt road that heads south-southeast from US
Highway 50, at a point about 17 miles southeast of Eureka, Nevada. Eureka has a
population of about 2,000.

Title

Midway has
controlled the property since April 2007 through direct ownership of unpatented
lode mining claims administered by the BLM and through mining leases.

Midway assumed
the January 7, 2003 mineral lease agreement with Gold Standard Royalty
Corporation (GSRC). On or before January 5 of each year Midway must pay an
advance minimum royalty of the greater of US$60,000 or the US dollar equivalent
of 174 ounces of gold valued by the average of the London afternoon fixing for the
third calendar quarter preceding January 1 of the year in which the payment is
due. The minimum advance royalties will be creditable against a sliding scale
NSR production royalty of between 2.5% and 4%. Midway must incur a minimum of
US$65,000 year work expenditures, including claim maintenance fees, during the
term of the mining lease. On January 1, 2009 the Company paid US$151,658
($188,862). Subsequent to the year end the Company paid US$167,040 on January 1, 2010.

Midway staked
additional claims adjacent to the Pan property some of which fall within the
one mile area of interest of the GSRC mining lease and will be subject to the
NSR royalty to GSRC. Midway has staked additional claims around the project,
increasing the land holdings to over 13 square miles. Midways land position
encompasses a gross area of approximately 9,794.5 acres containing federal lode
and placer mining claims and patented fee properties.

The Company
has prepared a summary table shown below that identifies the nature of our ownership
or interest in the property, describes our interest in the properties,
describes the type, names, number, unique identifying numbers and the
approximate size in acres of each of the claims.

31

---



|          |  |                |  |           |  |                |  |        |  |                    |  |             |  |                                                               |  |            |  |       |  |                           |  |                |  |                 
|--------- |  | -------------- |  | --------- |  | -------------- |  | ------ |  | ------------------ |  | ----------- |  | ------------------------------------------------------------- |  | ---------- |  | ----- |  | ------------------------- |  | -------------- |  | ----------------
|Ownership |  | Agreement Date |  | Expiry    |  | Owner (source) |  | Claims |  | Land Type          |  | Name/Series |  | Claim Numbers                                                 |  | County     |  | State |  | Serial Numbers            |  | Gold Royalty   |  | Approx. Acreage*
|Leased    |  | 1/ 7/2003,     |  | 1/7/ 2023 |  | Gold           |  | 401    |  | Federal Lode - BLM |  | PAN         |  | 119                                                           |  | White Pine |  | NV    |  | NMC205565                 |  |                |  |                 
|          |  | amended        |  |           |  | Standard       |  |        |  | Federal Lode - BLM |  | PAN         |  | 37-38                                                         |  | White Pine |  | NV    |  | NMC37169-NMC37170         |  |                |  |                 
|          |  | 1/ 1/2009      |  |           |  | Royalty        |  |        |  | Federal Lode - BLM |  | PAN         |  | 63-69 (odd)                                                   |  | White Pine |  | NV    |  | NMC37172-NMC37175         |  |                |  |                 
|          |  |                |  |           |  | (Nevada)       |  |        |  | Federal Lode - BLM |  | PE          |  | 50-54 (even)                                                  |  | White Pine |  | NV    |  | NMC427129-NMC427133 (odd) |  |                |  |                 
|          |  |                |  |           |  | Inc.           |  |        |  | Federal Lode - BLM |  | PAN         |  | 71-74                                                         |  | White Pine |  | NV    |  | NMC57946-NMC57949         |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | PAN         |  | 22-28                                                         |  | White Pine |  | NV    |  | NMC61102-NMC61108         |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | PAN         |  | 34-36                                                         |  | White Pine |  | NV    |  | NMC61114-NMC61116         |  | 2.5-4% Gross   |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | PA          |  | 8A, 10, 12-18                                                 |  | White Pine |  | NV    |  | NMC630283-NMC630291       |  | 2.5-4% Gross + |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | PA          |  | 49A                                                           |  | White Pine |  | NV    |  | NMC630323                 |  | 1% NSR         |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | LAT         |  | 9-38, 40, 42, 44,46,
 48-60, 47, 61-65                        |  | White Pine |  | NV    |  | NMC815131-NMC815183       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | NC          |  | 30-52                                                         |  | White Pine |  | NV    |  | NMC958546-NMC958568       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | NC          |  | 59-72                                                         |  | White Pine |  | NV    |  | NMC958575-NMC958588       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | NC          |  | 94-121, 124-130, 133-139,
 142-146, 149-154, 157-162, 165-170 |  | White Pine |  | NV    |  | NMC958610-NMC958674       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | CT          |  | 30-51                                                         |  | White Pine |  | NV    |  | NMC980710-NMC980727       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | PETER       |  | Jan-51                                                        |  | White Pine |  | NV    |  | NMC980728-NMC980778       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | BSW         |  | 38-45, 1-37, 46-47                                            |  | White Pine |  | NV    |  | NMC980787-NMC980825       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | PA          |  | 19, 21, 44, 46, 48                                            |  | White Pine |  | NV    |  | NMC980826-NMC980830       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | PE          |  | 56                                                            |  | White Pine |  | NV    |  | NMC980831                 |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | NP          |  | Jan-41                                                        |  | White Pine |  | NV    |  | NMC980832-NMC980872       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | ET          |  | Jan-41                                                        |  | White Pine |  | NV    |  | NMC980873-NMC980913       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | GWEN        |  | 17-18                                                         |  | White Pine |  | NV    |  | NMC984635-NMC984636       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | PAN         |  | 111-112, 114, 120-122                                         |  | White Pine |  | NV    |  | NMC984637-NMC984642       |  | 2.5-4% Gross   |  | 7,459.80        
|Owned     |  | -              |  | -         |  | MGC            |  | 113    |  | Federal Lode - BLM |  | NC          |  | 29-Jan                                                        |  | White Pine |  | NV    |  | NMC958517-NMC958545       |  |                |  |                 
|          |  |                |  |           |  | Resources      |  |        |  | Federal Lode - BLM |  | NC          |  | 53-58                                                         |  | White Pine |  | NV    |  | NMC958569-NMC958574       |  |                |  |                 
|          |  |                |  |           |  | Inc.           |  |        |  | Federal Lode - BLM |  | NC          |  | 73-93                                                         |  | White Pine |  | NV    |  | NMC958589-NMC958609       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | GWEN        |  | 10-Jan                                                        |  | White Pine |  | NV    |  | NMC965337-NMC965346       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | GWEN        |  | 19-48                                                         |  | White Pine |  | NV    |  | NMC984556-NMC984585       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | GWEN        |  | 49-51                                                         |  | White Pine |  | NV    |  | NMC977345-NMC977347       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | GWEN        |  | 54-55, 58-65                                                  |  | White Pine |  | NV    |  | NMC977350-NMC977359       |  |                |  |                 
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | REE         |  | 81-82                                                         |  | White Pine |  | NV    |  | NMC973536-NMC973537       |  | -              |  | 2,334.70        

Mineral Resources

On November 5,
2009 the Company announced an updated resource for the Pan deposit containing
3.22 million short tons grading 0.019 ounces per ton containing 62,100 ounces
of gold in the Measured category and 31.43 million short tons grading 0.017
ounces per ton containing 546,600 ounces of gold in the Indicated category for
a total of 34.65 million short tons grading 0.018 ounces per ton containing 608,700
ounces of gold in the Measured plus Indicated categories. There was an
additional 1.60 million short tons grading 0.017 ounces per ton containing
26,500 ounces of gold in the Inferred category.

Mineral
resources reported within an optimal pit shell using a 0.006 opt gold cutoff
(see notes below)

|                              |                        |                   |                         
|----------------------------- | ---------------------- | ----------------- | ------------------------
|Category                      | Short Tons
 (millions) | Gold Grade
 (opt) | Contained Gold
 (ounces)
|                              |                        |                   |                         
|Measured                      | 3.22                   | 0.019             | 62,100                  
|                              |                        |                   |                         
|Indicated                     | 31.43                  | 0.017             | 546,600                 
|                              |                        |                   |                         
|Combined Measured
 &Indicated | 34.65                  | 0.018             | 608,700                 
|                              |                        |                   |                         
|Inferred                      | 1.60                   | 0.017             | 26,500                  
|                              |                        |                   |                         

This resource
estimate has been prepared in accordance with National Instrument NI 43-101 of
the Canadian Securities Administrators (CSA) and in accordance with CIM
Definition Standards for Mineral Resources and Mineral Reserves. It was
conducted by Midway under the supervision of Don Harris (M.Sc., CPG), who is
the

32

---



Qualified
Person responsible for the technical report. This update represents a material
change of less than 100% from the independent resource estimate prepared by MDA
in 2005.

The resource
estimate is based on verified drill results from 864 exploration holes
available up to July 1, 2009. Mineralized domains were established by
interpretation of geological, structural and assay information on sections and
plans. 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 density factor of 13.5 cubic feet per short
ton (ft3/st) was applied to the siltstones and shales, 12.3 ft3/st
to limestones, and 15.0 ft3/st to overlying volcanic tuffs. Historic
metallurgical test work by Alta Gold Company and Castleworth Ventures Inc.
shows oxide leach recoveries ranging from 75-94% in column testing. 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 ordinary kriging
estimation methodology. Resources reported are included within a
Lerchs-Grossmann (L-G) optimization shell using an 80% crushed leach gold
recovery and a $750 per ounce gold price. The L-G shell is an economic test
that simulates a break-even pit using current mining costs.

A Technical
Report by Midway supporting disclosure of this mineral resource was filed on
the Companys profile on www.sedar.com on December 8, 2009.

Cautionary Note to U.S. Investors
In this Annual Report we use the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource, which
are geological and mining terms as defined in accordance with NI 43-101 under
the guidelines adopted by CIM, as CIM Standards in Mineral Resources and
Reserve Definition and Guidelines adopted by the CIM. US investors in
particular 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.

Exploration

The Pan
project is a sediment-hosted gold deposit on the prolific Battle
Mountain-Eureka gold trend in Nevada. It is an oxide deposit exposed on the
surface with simple metallurgy. In 2007 Midway drilled 35,510 feet in 113
holes. Four new gold zones were discovered at Nana, Barite, Wendy, and
Boulders. Drill results at Boulders extended gold north for 1,300 feet under
volcanic outcrop at North Pan. Drill results at Barite and Wendy extended gold
at South Pan by 400 feet south and 300 feet east respectively. The Nana zone, 4,000
feet northwest of North Pan, represents a new exploration opportunity. All four
of these new discoveries remain open for expansion along strike and dip.

A large scale
soil survey identified four previously unknown gold-arsenic anomalies with no
previous exploration drilling. Results from a recently completed detailed
gravity survey have also outlined several new targets areas. As a result,
additional claims were staked bringing the property position to 15 square
miles.

In 2008 Midway
completed 26,245 feet of drilling in 49 RC holes. Drilling at South Pan found
additional near surface oxide gold mineralization. The Wendy zone was expanded
to the east where it extends under volcanic cover and step-out drilling at Nana
encountered more new goldboth zones are open for expansion. Three target areas
outside the resource were tested with no significant results. Fourteen new
holes in the resource area were targeted to verify results from previous
operators, of which most intercepted higher grades and greater thicknesses than
previously reported (Press Release July 9, 2008). Preliminary investigations
suggest that assay techniques used by a previous operator may have
under-estimated gold values in some of the holes. If confirmed by additional
drilling, then portions of the deposit could show improved grades. A new
higher-grade gold zone has also been identified over 800 feet in length at
North Pan with true widths ranging from 10 to 25 feet and grades ranging from
0.07 to 0.51 opt gold.

2010 Exploration Program

To date Midway
has incurred total costs of $3,578,794 relating to the exploration of the Pan
project. In 2009 Midways staff prepared an updated mineral resource estimate
which is discussed above. Additional work is pending additional financing from
an equity financing in 2010.

33

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Midway has
identified new drill targets based on geology and geochemistry and it appears
there may be extensions of mineralization under volcanic cover. In addition,
previous drilling indicated that defined mineralization is open and untested.
The next step will be infill and exploration drilling.

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

Midway Project

Location and means of access

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

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

Title

Midway has
controlled the property since 2001 through direct ownership of unpatented lode
mining claims administered by the BLM and through mining leases subject to a
sliding scale NSR royalty of between 2% to 7% from commercial production based
on changes in gold prices.

In addition,
the surface rights to 560 acres in Section 32 are held by the Town of Tonopah.
The remaining 80 acres of surface rights in Section 32 are held as two 40-acre
parcels by two owners, each of whom lives on their parcel. We hold the federal
mineral rights of the entirety of Section 32 in unpatented claims.

On August 15,
2009 the Company paid the annual minimum advance royalty, recoverable from
commercial production of US$300,000. The owners have waived the US$300,000
annual minimum advance royalty payment that would otherwise be due on August
15, 2010.

Midways land
position encompasses a gross area of approximately 4,382.8 acres containing
federal lode mining claims.

The Company
has prepared a summary table shown below that identifies the nature of our
ownership or interest in the property, describes our interest in the
properties, describes the type, names, number, unique identifying numbers and
the approximate size in acres of each of the claims.

34

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|          |  |                |  |        |  |                |  |        |  |                    |  |             |  |                                        |  |        |  |       |  |                            |  |              |  |                 
|--------- |  | -------------- |  | ------ |  | -------------- |  | ------ |  | ------------------ |  | ----------- |  | -------------------------------------- |  | ------ |  | ----- |  | -------------------------- |  | ------------ |  | ----------------
|Ownership |  | Agreement Date |  | Expiry |  | Owner (source) |  | Claims |  | Land Type          |  | Name/Series |  | Claim Numbers                          |  | County |  | State |  | Serial Numbers             |  | Gold Royalty |  | Approx. Acreage*
|Owned     |  | 7/ 2/ 2001,    |  | -      |  | MGC            |  |        |  | Federal Lode - BLM |  | SP          |  | 9-Jan                                  |  | Nye    |  | NV    |  | NMC387816-NMC387824        |  |              |  |                 
|          |  | extended       |  |        |  | Resources      |  |        |  | Federal Lode - BLM |  | SP          |  | 11-15 (odd)                            |  | Nye    |  | NV    |  | NMC387826-NMC387830 (even) |  |              |  |                 
|          |  | 5/31/2002,     |  |        |  | Inc.           |  |        |  | Federal Lode - BLM |  | SP          |  | 17-18                                  |  | Nye    |  | NV    |  | NMC387832-NMC387833        |  |              |  |                 
|          |  | amended        |  |        |  | (Schmidt/ P    |  |        |  | Federal Lode - BLM |  | SP          |  | 21-32                                  |  | Nye    |  | NV    |  | NMC387836-NMC387847        |  |              |  |                 
|          |  | 10/1/2002,     |  |        |  | atton)         |  |        |  | Federal Lode - BLM |  | SP          |  | 65-84                                  |  | Nye    |  | NV    |  | NMC390502-NMC470127        |  |              |  |                 
|          |  | amended        |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 95-98                                  |  | Nye    |  | NV    |  | NMC470138-NMC470141        |  |              |  |                 
|          |  | 11/2/2004,     |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 105-108                                |  | Nye    |  | NV    |  | NMC470148-NMC470151        |  |              |  |                 
|          |  | amended        |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 115-119                                |  | Nye    |  | NV    |  | NMC470158-NMC470162        |  |              |  |                 
|          |  | 10/1/2009      |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 123-127                                |  | Nye    |  | NV    |  | NMC470166-NMC470170        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 281-286                                |  | Nye    |  | NV    |  | NMC502125-NMC502130        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 300-302                                |  | Nye    |  | NV    |  | NMC502144-NMC502146        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 320-322                                |  | Nye    |  | NV    |  | NMC502164-NMC502166        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 340-351                                |  | Nye    |  | NV    |  | NMC513285-NMC513296        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 358-360                                |  | Nye    |  | NV    |  | NMC513303-NMC513305        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 366-368                                |  | Nye    |  | NV    |  | NMC513309-NMC513311        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 374-376                                |  | Nye    |  | NV    |  | NMC513317-NMC513319        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 382                                    |  | Nye    |  | NV    |  | NMC513325                  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | SP          |  | 4, 6, 8, 10, 12, 14, 16,
 280, 352-357 |  | Nye    |  | NV    |  | NMC679116-NMC679129        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RV          |  | 29-41 (odd)                            |  | Nye    |  | NV    |  | NMC688327-NMC688339 (odd)  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RD          |  | 8                                      |  | Nye    |  | NV    |  | NMC830749                  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RD          |  | 12                                     |  | Nye    |  | NV    |  | NMC830753                  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RD          |  | 16                                     |  | Nye    |  | NV    |  | NMC830757                  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RD          |  | 20                                     |  | Nye    |  | NV    |  | NMC830761                  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RD          |  | 24                                     |  | Nye    |  | NV    |  | NMC830764                  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RD          |  | 25-29 (odd)                            |  | Nye    |  | NV    |  | NMC831839-NMC831843 (odd)  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RD          |  | 50-60 (even)                           |  | Nye    |  | NV    |  | NMC831864-NMC831874 (even) |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | RD          |  | 69-84                                  |  | Nye    |  | NV    |  | NMC831883-NMC831898        |  | 2-7% NSR     |  |                 
|          |  | 6/8/2004       |  | -      |  | MGC            |  |        |  | Federal Lode - BLM |  | MWAY        |  | 67-68                                  |  | Nye    |  | NV    |  | NMC835175-NMC835176        |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  | Federal Lode - BLM |  | MWAY        |  | 117-119                                |  | Nye    |  | NV    |  | NMC835225-NMC835227        |  |              |  |                 
|          |  |                |  |        |  | Inc.           |  |        |  | Federal Lode - BLM |  | MWAY        |  | 147-150                                |  | Nye    |  | NV    |  | NMC835255-NMC835258        |  |              |  |                 
|          |  |                |  |        |  | (Newmont)      |  |        |  | Federal Lode - BLM |  | MWAY        |  | 396                                    |  | Nye    |  | NV    |  | NMC835504                  |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | WAY         |  | 29-Jan                                 |  | Nye    |  | NV    |  | NMC838228-NMC838256        |  |              |  |                 
|          |  |                |  |        |  |                |  |        |  | Federal Lode - BLM |  | MWAY        |  | 649-655 (odd)                          |  | Nye    |  | NV    |  | NMC845408-NMC845414 (even) |  | -            |  |                 
|          |  | 7/2/2001       |  | -      |  | MGC            |  |        |  |                    |  |             |  |                                        |  |        |  |       |  |                            |  |              |  |                 
|          |  | and            |  |        |  | Resources      |  |        |  |                    |  |             |  |                                        |  |        |  |       |  |                            |  |              |  |                 
|          |  | amended        |  |        |  | Inc.           |  |        |  |                    |  |             |  |                                        |  |        |  |       |  |                            |  |              |  |                 
|          |  | as above       |  |        |  | (Schmidt/ P    |  |        |  |                    |  |             |  |                                        |  |        |  |       |  |                            |  |              |  |                 
|          |  |                |  |        |  | atton)         |  |        |  | Federal Lode - BLM |  | RD          |  | 85-100, 103-104, 101-102,
 105-106     |  | Nye    |  | NV    |  | NMC984613-NMC984634        |  | 2-7% NSR     |  |                 
|          |  | 6/8/2004       |  | -      |  | MGC            |  |        |  |                    |  |             |  |                                        |  |        |  |       |  |                            |  |              |  |                 
|          |  |                |  |        |  | Resources      |  |        |  | Federal Lode - BLM |  | TMTN        |  | 15-22                                  |  | Nye    |  | NV    |  | NMC834933-NMC834940        |  |              |  |                 
|          |  |                |  |        |  | Inc.           |  |        |  | Federal Lode - BLM |  | TMTN        |  | 68-70 (even)                           |  | Nye    |  | NV    |  | NMC834986-NMC834988 (even) |  |              |  |                 
|          |  |                |  |        |  | (Newmont       |  | 228    |  | Federal Lode - BLM |  | TMTN        |  | 149-155                                |  | Nye    |  | NV    |  | NMC835063-NMC835069        |  | -            |  | 4,382.80        

Drilling

The Midway
project is located at the intersection of the well-known Round
Mountain/Goldfield trend and the Walker Lane. It is a low-sulfidation
epithermal gold system with near-vertical quartz-adularia-gold veins. Bonanza
gold veins occur in a series of en echelon vein clusters along a 1.5 mile
northwest-trending band of mineralization.

Between May 1
and September 5, 2002, Midway completed 26,689.5 feet of drilling in 69 holes,
mostly HQ core. Newmont entered into a joint venture on the Midway property in
September 2002 and undertook extensive regional exploration programs including
numerous regional and detailed geophysical surveys, including electromagnetic (EM),
airborne magnetic and radiometric surveys, and ground radiometric, gravity and
Controlled Source Audio Magneto Telluric (CSAMT) surveys. Newmont also
mapped the Northwest and Thunder Mountain areas and completed rock and stream
sediment geochemical surveys. From September 2002 to August 2003 the
Newmont/Midway joint venture drilled a total of 67,703.5 feet in 121 holes in
the greater Discovery area, the Thunder Mountain target area, and in the
northwestern portion of the property.

35

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From August
2003 to February 2005, the Newmont/Midway joint venture drilled 23 angle holes
for a total of 16,042 feet, including one hole that was abandoned at a depth of
seven meters. Seven of the holes were drilled by reverse circulation methods,
while the remainder was HQ core holes with reverse circulation pre-collars; a
total of 10,195 feet of reverse circulation and 5,847 feet of core were
drilled. Of the 22 holes that were completed, five were drilled in the 121 Zone
and 17 were drilled in largely untested areas in the greater Discovery area to the
south of the Discovery zone. The five holes drilled in the 121 Zone were
primarily designed to test for high-grade zones of restricted widths deep in
the Palmetto Formation, lying below similar zones intercepted by previous
operators; results of this deeper testing did not prove up continuity and
geometry although intercepts of 0.18 to 1.90 ounce per ton gold over lengths of
1.3 to 5 feet were intersected in three of the holes. Of the remaining holes,
three returned intercepts exceeding 0.087 ounce per ton gold.

In 2005,
Midway drilled 8,987 feet in 16 reverse circulation holes to test for
extensions adjacent to the known resource areas. The program resulted in the
discovery of the Dauntless Zone that could be a potential feeder zone for the
main Discovery Zone. Hole MW399 encountered 175 feet of 0.349 ounces per ton
gold in drill hole MW399, which includes a vein assaying 15 feet of 3.163
ounces per ton gold, and 135 feet of 0.058 ounces per ton gold in MW402.

In 2006, we
drilled 26,450 feet in 56 reverse circulation and core holes. Gold was
intersected in all six zones tested. In this phase, the Dauntless zone was
extended 650 feet along strike. The zone varies from 23 to 66 feet in true
width and is composed of two to three distinct southwest dipping sub-parallel
veins. The veins vary in grade from 0.029 to 1.16 ounces per ton gold starting
within 165 feet of the surface and are open along strike to the north and
south. The Enterprise and Cross zones have each been tested by at least five
drill holes that have encountered veins with gold. Limited gold was also
encountered in the Hornet and Nautilus and the 121 South zones. Following
drilling, we developed three-dimensional vein models of the Midway high-grade
gold zones. Twelve veins were identified in the Discovery and Dauntless zones
that were drilled at a nominal 50 foot centers. Drill testing of these 12 veins
is adequate to design an underground exploration bulk sample test. An
additional 58 high-grade (>0.15 ounces of gold per ton) veins have been identified
by drilling in the project, but they are not yet fully explored.

During the
third quarter of 2006, we hired a mining engineer to develop plans for an
underground exploration decline. The decline would allow bulk sampling of the
Discovery and Dauntless gold zones for metallurgical testing and allow better
access for exploration of the gold bearing quartz veins at Midway.

In December
2006, we drilled and installed 14 monitor wells to study the dewatering costs
for the underground decline, where four of the holes encountered gold. In an
extension of the Dauntless zone, monitor well hole MW06-47H intercepted 10 feet
of 0.306 ounces per ton gold. The vein is estimated to be four feet true width
and is approximately 130 feet south of the Dauntless zone. These tests indicate
that gold persists in vein zones peripheral to the Discovery zone. The
hydrology holes will determine water characterization for planning and
permitting of an underground exploration decline into the Discovery and
Dauntless deposits.

In April 2007,
we completed a 450 foot water well in the Discovery area. Pumping tests were
conducted to determine the dewatering needs for an underground exploration
decline. An initial 72 hour pumping test and a second 30 day pump test were
completed. Current estimates are for 2,000 gallons per minute for effective
dewatering of the planned exploration decline. These tests are needed for the
water rights and discharge permits.

In 2007, a
three-dimensional analysis of 132 holes in the Discovery Zone found most
high-grade intercepts were in narrow vertical veins. The veins occur in
sub-parallel clusters, 10 to 20 feet apart, with an average width of 6 feet. In
a portion of the Dauntless Foot Wall vein, the maximum width is 22 feet.
High-grade gold occurs where the veins cross an unconformity between underlying
argillite and overlying volcanics. Veins hosted in the argillite are
well-defined veins and breccias. Where they pass upward into the volcanics,
veins splay out to form numerous thinner sub-parallel veins in a braided
stockwork zone. Visible gold is common in these veins. The re-analysis of the
Midway veins has greatly improved our understanding of the gold system. We now
recognize a boiling horizon, which deposited the higher grade gold and the structural
control of gold shows that many past drill holes may have

36

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missed the key
gold horizon along the veins. This gives us an opportunity to potentially
expand the gold mineralization on the project.

In 2008,
initial mining plans were submitted to the BLM and NDEP for an underground
decline providing access for collection of a bulk sample and high-grade
verification at the Midway Project. Drilling for hydrology and geotechnical
testing was completed on 12 RC holes for 1,234 feet and 9 core holes for 2,321
feet. While drilling these holes, two new high grade veins were discovered
(Press Release May 14, 2008). Permit submission is pending approvals from the
State Water Engineer. Hydrologic testing suggests that pumping up to 2,000
gallons per minute may be required to dewater the project. Five holes were
drilled to test the waste rock storage sites. No gold was noted in the tests
and the waste sites will be used as needed.

In 2009 Midway
worked with the Town of Tonopah to negotiate a plan to properly dispose of this
water to the standards required by the State Water Engineer. Permitting efforts
will continue in 2010.

Midway
processing test work by SGS Lakefield Research Limited (Canada) showed up to
94% gold recovery using gravity and cyanide from a 73-lb. composite sample of
Discovery vein material grading 0.188 opt gold. Further work by Gekko Systems
Metallurgical Laboratory (Australia) indicates that without using cyanide, a
gravity and flotation process could achieve 86.7% gold recovery and 66.3% silver
recovery, based on a 242-lb. composite sample, grading 0.662 opt gold and 0.475
opt silver.

We completed a
cost analysis to convert the high-grade veins, intercepted by previous
drilling, into potential reserves and this underground bulk sample plan was
seen as the most effective way to advance the project. This allows us the
opportunity to determine the true grade of the veins and help to delineate
reserves and move toward production. The actual date of beginning the decline
will depend upon the length of time it takes to receive regulatory approval,
which typically takes 8 to 18 months. In addition, we have several hurdles to
overcome such as a processing site, financing, and availability of contract
mining equipment and personnel but the high-grade nature of the deposit and
simple metallurgy make the underground bulk sample a logical next step in the
exploration and development.

The decline
will be an inclined adit (underground tunnel) that will be driven to develop
access 200 feet below high grade portions of the Midway, Rochefort and
Dauntless veins (see table below and map attached). From these three veins a
50,000 ton bulk sample will be taken and processed. Gold recovered from the
bulk samples could offset a portion of the development costs. The decline will
also provide a platform to explore and develop the additional 77 high-grade
vein intercepts currently identified on the project. In the event that
exploration results support a development decision, then underground workings
and permits will be in place to begin full scale mining.

2010 Exploration Program

To date Midway
has incurred total costs of $8,477,893 relating to the exploration of the
Midway project. Additional work is pending additional financing from an equity
financing in 2010.

The Plan of
Operations includes 75 new acres of disturbance which will be reclaimed at the
end of the project. If mining proceeds, most mine workings will be filled in
with rock from the development work. Any ore or bulk samples will be
transported off-site for testing so there will be no processing facility or
chemicals on the site. A water treatment plant will treat water discharged from
the mine workings. The BLM and NDEP review an environmental analysis of the
proposed Plan of Operations which includes public comment periods. In addition,
there are 18 other permits required from a variety of federal, state, and local
authorities.

In 2010, in
addition to the permitting efforts and depending upon funding, the Company may
do additional drill tests to potentially expand known veins in advance of
constructing the decline discussed above. A 12,000 foot program comprising 35
holes has been defined to test the validity of the geologic model.

|                     |                                    |                    |               |                   
|-------------------- | ---------------------------------- | ------------------ | ------------- | ------------------
|Discovery
 Zone Vein | Weighted Average
 Grade (opt gold) | Average Width (ft) | Vertical (ft) | Strike Length (ft)
|                     |                                    |                    |               |                   
|Midway Vein          | 4.387                              | 5.9                | 280           | 370               
|                     |                                    |                    |               |                   
|Rochefort            | 1.296                              | 4.0                | 324           | 422               
|                     |                                    |                    |               |                   

37

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|               |       |      |     |    
|-------------- | ----- | ---- | --- | ---
|Dauntless East | 0.772 | 4.6  | 349 | 443
|               |       |      |     |    
|Dauntless HW   | 0.991 | 8.6  | 231 | 150
|               |       |      |     |    
|Dauntless FW   | 0.478 | 12.4 | 198 | 152
|               |       |      |     |    

(MAP)

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

Other Nevada Properties

The Companys
Roberts Gold, Gold Rock and Burnt Canyon projects are exploration projects that
Midway does not consider to be material properties of Midway at this time.
These projects are without known reserves, as defined under SEC Guide 7.

The Roberts Goldis a sediment-hosted gold
deposit located on the Battle Mountain/Eureka gold trend. Midway developed a
new target concept in 2008 using geophysics and surface exploration, concluding
that volcanic rocks of the Northern Nevada rift may cover favorable host rocks
in a gravel fill area. The Company is seeking a joint venture partner for this
project.

The Company
has prepared a summary table shown below that identifies the nature of our
ownership or interest in the property, describes our interest in the
properties, describes the type, names, number, unique identifying numbers and
the approximate size in acres of each of the claims.

38

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|          |  |                |  |           |  |                |  |        |  |                    |  |             |  |               |  |        |  |       |  |                     |  |              |  |                 
|--------- |  | -------------- |  | --------- |  | -------------- |  | ------ |  | ------------------ |  | ----------- |  | ------------- |  | ------ |  | ----- |  | ------------------- |  | ------------ |  | ----------------
|Ownership |  | Agreement Date |  | Expiry    |  | Owner (source) |  | Claims |  | Land Type          |  | Name/Series |  | Claim Numbers |  | County |  | State |  | Serial Numbers      |  | Gold Royalty |  | Approx. Acreage*
|          |  |                |  |           |  |                |  |        |  | Federal Lode - BLM |  | WFWKV       |  | Jan-51        |  | Eureka |  | NV    |  | NMC956324-NMC962566 |  |              |  |                 
|          |  | 8/27/2007,     |  |           |  | WFW            |  |        |  | Federal Lode - BLM |  | WFWKV       |  | 52-53         |  | Eureka |  | NV    |  | NMC966547-NMC966548 |  |              |  |                 
|          |  | amended        |  |           |  | Resources,     |  |        |  | Federal Lode - BLM |  | WFWKV       |  | 72-104        |  | Eureka |  | NV    |  | NMC966567-NMC966599 |  |              |  |                 
|Optioned  |  | 9/6/2007       |  | 8/27/2027 |  | LLC.           |  | 104    |  | Federal Lode - BLM |  | WFWKV       |  | 54-71         |  | Eureka |  | NV    |  | NMC968761-NMC968778 |  | 4% NSR       |  | 2,153.10        

The Gold Rockproperty is a 14 square mile land
position with known gold deposits located on the Battle Mountain-Eureka trend.
This is a sediment hosted gold system in highly prospective host rocks. A
historic database of 794 holes containing 269,446 feet of drilling was acquired
outlining continuous mineralization along 9,200 feet of length. Surface work,
geophysics and historic data review have identified a number of exploration
targets. A total of 3,525 feet in 11 RC drill holes were drilled on the Anchor
target during 2008. Five holes found strongly anomalous gold in the Pilot
formation, a regionally favorable host rock. Efforts in 2009 were primarily
conducted by Midway staff in compiling data and generating drill targets.

The Company
has prepared a summary table shown below that identifies the nature of our
ownership or interest in the property, describes our interest in the
properties, describes the type, names, number, unique identifying numbers and
the approximate size in acres of each of the claims.

|          |  |                       |  |            |  |                |  |        |  |                      |  |                |  |                                                            |  |            |  |       |  |                     |  |              |  |                 
|--------- |  | --------------------- |  | ---------- |  | -------------- |  | ------ |  | -------------------- |  | -------------- |  | ---------------------------------------------------------- |  | ---------- |  | ----- |  | ------------------- |  | ------------ |  | ----------------
|Ownership |  | Agreement Date        |  | Expiry     |  | Owner (source) |  | Claims |  | Land Type            |  | Name/Series    |  | Claim Numbers                                              |  | County     |  | State |  | Serial Numbers      |  | Gold Royalty |  | Approx. Acreage*
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | ROC 1-21       |  | 21-Jan                                                     |  | White Pine |  | NV    |  | NMC929929-NMC929949 |  |              |  |                 
|          |  | 1/ 15/ 2007,          |  |            |  | Anchor         |  |        |  | Federal Lode - BLM   |  | ROC 22-45      |  | 22-45                                                      |  | White Pine |  | NV    |  | NMC950080-NMC950103 |  |              |  |                 
|          |  | amended               |  |            |  | Minerals,      |  |        |  | Federal Lode - BLM   |  | MT             |  | 24-41                                                      |  | White Pine |  | NV    |  | NMC977619-NMC977636 |  |              |  |                 
|Leased    |  | 1/ 26/ 2008           |  | 1/ 15/2017 |  | Inc.           |  | 80     |  | Federal Lode - BLM   |  | MT             |  | 301-317                                                    |  | White Pine |  | NV    |  | NMC984539-NMC984555 |  | 3.5% Gross   |  | 1,652.90        
|          |  |                       |  |            |  | Brian          |  |        |  | Federal Lode - BLM   |  | LITTLE RICHARD |  | 1-6, 7, 9-10, 12-13                                        |  | White Pine |  | NV    |  | NMC822700-NMC822710 |  |              |  |                 
|Optioned  |  | 1/ 24/2008            |  | 1/ 14/2023 |  | Peart          |  | 13     |  | Federal Placer - BLM |  | LITTLE RICHARD |  | 15, 22                                                     |  | White Pine |  | NV    |  | NMC822711-NMC822712 |  | 2-6% NSR     |  | 207.3           
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 10-Jan                                                     |  | White Pine |  | NV    |  | NMC325321-NMC325330 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 20                                                         |  | White Pine |  | NV    |  | NMC325340           |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 22-34                                                      |  | White Pine |  | NV    |  | NMC325342-NMC325354 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 36-47                                                      |  | White Pine |  | NV    |  | NMC325356-NMC325367 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 49-55                                                      |  | White Pine |  | NV    |  | NMC325369-NMC325375 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 61-67                                                      |  | White Pine |  | NV    |  | NMC325381-NMC325387 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 72-85                                                      |  | White Pine |  | NV    |  | NMC325392-NMC325405 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 90-94                                                      |  | White Pine |  | NV    |  | NMC325410-NMC325414 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 97                                                         |  | White Pine |  | NV    |  | NMC325417           |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 98-102                                                     |  | White Pine |  | NV    |  | NMC408429-NMC408433 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 137-142                                                    |  | White Pine |  | NV    |  | NMC408468-NMC408473 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 144-150                                                    |  | White Pine |  | NV    |  | NMC408475-NMC408481 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | ECHO           |  | 52-55                                                      |  | White Pine |  | NV    |  | NMC420382-NMC420385 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | ECHO           |  | 142                                                        |  | White Pine |  | NV    |  | NMC420469           |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 160                                                        |  | White Pine |  | NV    |  | NMC477661           |  |              |  |                 
|          |  |                       |  |            |  | Gold           |  |        |  | Federal Lode - BLM   |  | MT             |  | 126-200, 202-218, 220 227, 42-90, 94-96, 101 104,
 111-124 |  | White Pine |  | NV    |  | NMC977427-NMC977594 |  |              |  |                 
|          |  |                       |  |            |  | Standard       |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 222                                                        |  | White Pine |  | NV    |  | NMC977595           |  |              |  |                 
|          |  | 3/ 20/ 2006,          |  |            |  | Royalty        |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 201-207, 209-212, 215 221                                  |  | White Pine |  | NV    |  | NMC980693-NMC980709 |  |              |  |                 
|          |  | amended               |  |            |  | (Nevada)       |  |        |  | Federal Lode - BLM   |  | MONTE          |  | 48, 56, 58, 60, 143, 145, 168-173                          |  | White Pine |  | NV    |  | NMC980914-NMC980925 |  |              |  |                 
|Leased    |  | 1/ 1/ 2009            |  | 3/ 20/2016 |  | Inc. Jerry     |  | 297    |  | Federal Lode - BLM   |  | MT             |  | 345-351                                                    |  | White Pine |  | NV    |  | NMC984643-NMC984649 |  | 2.5-4% Gross |  | 6,136.40        
|Optioned  |  | 2/ 13/2008            |  | 2/ 13/2023 |  | Pankow         |  | 2      |  | Federal Lode - BLM   |  | LITTLE RICHARD |  | 25-26                                                      |  | White Pine |  | NV    |  | NMC863772-NMC863773 |  | 2-5% NSR     |  | 41.3            
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MT             |  | 178, 189, 201, 125                                         |  | White Pine |  | NV    |  | NMC977423-NMC977426 |  |              |  |                 
|          |  |                       |  |            |  |                |  |        |  | Federal Lode - BLM   |  | MT             |  | 23-Jan                                                     |  | White Pine |  | NV    |  | NMC977596-NMC977618 |  |              |  |                 
|          |  |                       |  |            |  | MGC            |  |        |  | Federal Lode - BLM   |  | MT             |  | 91-93, 97-100, 100-110                                     |  | White Pine |  | NV    |  | NMC977639-NMC977649 |  |              |  |                 
|          |  |                       |  |            |  | Resources Inc. |  |        |  | Federal Lode - BLM   |  | MT             |  | 318-344                                                    |  | White Pine |  | NV    |  | NMC984586-NMC984612 |  | -            |  | 1,384.30        
|Owned     |  | -                     |  | -          |  |                |  | 67     |  | Federal Lode - BLM   |  | BIG JR         |  | 12-Sep                                                     |  | White Pine |  | NV    |  | NMC826346-NMC826349 |  |              |  |                 
|          |  | 2/ 15/ 2004, assigned |  |            |  | Ronald W.      |  |        |  | Federal Lode - BLM   |  | JJ NO          |  | 4-Jan                                                      |  | White Pine |  | NV    |  | NMC849888-NMC849891 |  |              |  |                 
|          |  | to MGC                |  |            |  | (Ronny)      |  |        |  |                      |  |                |  |                                                            |  |            |  |       |  |                     |  |              |  |                 
|Optioned  |  | 2/ 13/ 2008           |  | -          |  | Jordan         |  | 10     |  | Federal Lode - BLM   |  | DG NO          |  | 6-May                                                      |  | White Pine |  | NV    |  | NMC849892-NMC849893 |  | 2.5% NSR     |  | 206.6           

The 2008
surface exploration and geophysics program on the Burnt Canyon project
identified targets in this volcanic hosted epithermal system. Disseminated gold
identified in rock chip and soil sampling at five different areas have been
selected as drill targets. The project lies between high grade veins in the
Seven Troughs district. The Company may seek a joint venture partner for this
project.

39

---



The Company
has prepared a summary table shown below that identifies the nature of our
ownership or interest in the property, describes our interest in the
properties, describes the type, names, number, unique identifying numbers and
the approximate size in acres of each of the claims.

|          |  |                |  |              |  |                |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|--------- |  | -------------- |  | ------------ |  | -------------- |  | ------ |  | -------------------- |  | ------------------------ |  | ------------- |  | -------- |  | ----- |  | ------------------- |  | ------------ |  | ----------------
|Ownership |  | Agreement Date |  | Expiry       |  | Owner (source) |  | Claims |  | Land Type            |  | Name/ Series             |  | Claim Numbers |  | County   |  | State |  | Serial Numbers      |  | Gold Royalty |  | Approx. Acreage*
|          |  |                |  |              |  | David C.       |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Mough          |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | and Jody       |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Ahlquist       |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|Optioned  |  | 5/1/ 2008      |  | 5/ 1/2018    |  | Mough          |  | 20     |  | Federal Lode - BLM   |  | PUMA                     |  | 20-Jan        |  | Pershing |  | NV    |  | NMC906418-NMC939040 |  | 2% NSR       |  | 413.2           
|          |  |                |  |              |  | TW             |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Properties,    |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Kim            |  |        |  | Federal Placer - BLM |  | KANSAS FRACTION          |  |               |  | Pershing |  | NV    |  | NMC58512            |  |              |  |                 
|          |  |                |  |              |  | Billington     |  | 4      |  | Federal Lode - BLM   |  | IDA, JENNIE, SNOW SQUALL |  |               |  | Pershing |  | NV    |  | NMC58513-NMC58515   |  | 3% NSR       |  | 67.9            
|Leased    |  | 4/7/ 2009      |  | 4/ 7/2019    |  | et al.         |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | MGC            |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Resources      |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|Owned     |  | -              |  | -            |  | Inc.           |  | 8      |  | Federal Lode - BLM   |  | BC                       |  | 61-68         |  | Pershing |  | NV    |  | NMC977858-NMC977865 |  | -            |  | 165.3           
|          |  |                |  |              |  | Randall        |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | Stoeberl,      |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|          |  |                |  |              |  | dba RS         |  |        |  |                      |  |                          |  |               |  |          |  |       |  |                     |  |              |  |                 
|Optioned  |  | 11/19/2007     |  | 11/ 19/ 2017 |  | Gold           |  | 60     |  | Federal Lode - BLM   |  | BC                       |  | Jan-60        |  | Pershing |  | NV    |  | NMC977360-NMC977419 |  | 3% NSR       |  | 1,239.70        

Washington Property

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

(MAP)

40

---



Golden Eagle Project

Location and means of access

The Golden
Eagle property is approximately 211 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. Power is
available at the nearby (< 1 mile) Knob Hill Mine and sufficient water is
potentially available as indicated by near surface water intersected by
drilling.

Title

On August 1,
2008 the Company issued 600,000 common shares at US$2.50 per common share for
proceeds of US$1,500,000 by way of a private placement to Kinross Gold USA Inc.
(Kinross) and concurrently purchased a 75% interest in the Golden Eagle,
Washington, project from Kinross at a cost of US$1,500,000 ($1,537,950). The
Company then purchased a 25% interest in the Golden Eagle project from Hecla
Limited at a cost of US$483,333 ($500,200). Kinross retained a 2% net smelter
returns royalty and was granted a first right of refusal to toll mill ore from
the Golden Eagle property at their Kettle River Mill.

Midway
completed the acquisition of the Golden Eagle property through a wholly-owned
subsidiary created to hold the property.

In the year
ended December 31, 2009, the Company staked additional claims and purchased two
additional blocks of land at a cost of $177,393 to expand its Golden Eagle land
property package.

Midways land
position encompasses a gross area of approximately 339.5 acres containing
federal lode mining claims and patented lode mining claim and fee properties.

The Company
has prepared a summary table shown below that identifies the nature of our
ownership or interest in the property, describes our interest in the
properties, describes the type, names, number, unique identifying numbers and
the approximate size in acres of each of the claims.

41

---



|          |  |                                     |  |        |  |                                             |  |        |  |                          |  |                                 |  |                                             |  |          |  |       |  |                                 |  |                                              |  |                  
|--------- |  | ----------------------------------- |  | ------ |  | ------------------------------------------- |  | ------ |  | ------------------------ |  | ------------------------------- |  | ------------------------------------------- |  | -------- |  | ----- |  | ------------------------------- |  | -------------------------------------------- |  | -----------------
|Ownership |  | Agreement 
 Date                    |  | Expiry |  | Owner 
 (source)                            |  | Claims |  | Land Type                |  | Name/ Series                    |  | Claim Numbers                               |  | County   |  | State |  | Serial Numbers                  |  | Gold 
 Royalty                               |  | Approx.
 Acreage*
|Owned     |  | -                                   |  | -      |  | Golden
 Eagle Holding Inc.                  |  | 3      |  | Federal Lode - BLM       |  | GEH                             |  | 3-Jan                                       |  | Ferry    |  | WA    |  | ORMC164710-ORMC164712           |  | -                                            |  | 5.4              
|Ownership |  | Agreement 
 Date                    |  | Expiry |  | Owner (source)                              |  | Land   |  | Land Type                |  | Name/ Lot                       |  | Location                                    |  | Pershing |  | State |  | Mineral Survey/
 Patent Numbers |  | Gold 
 Royalty                               |  | Approx.
 Acreage*
|Owned     |  | 75%
 - 5/ 28/2008; 25% - 7/28/ 2008 |  | -      |  | Golden
 Eagle Holding Inc. (Echo Bay/Hecla) |  |        |  | Patented Lode - Fee      |  | Mountain Lion                   |  | Twn 37 North, Rng 32 East, W.M., Section 27 |  | Ferry    |  | WA    |  | M.S. 402-A                      |  |                                              |  | 20.7             
|          |  |                                     |  |        |  |                                             |  |        |  | Patented Lode - Fee      |  | Flat Iron                       |  | Twn 37 North, Rng 32 East, W.M., Section 27 |  | Ferry    |  | WA    |  | M.S. 402-A                      |  |                                              |  | 7.6              
|          |  |                                     |  |        |  |                                             |  |        |  | Patented Lode - Fee      |  | Last Chance                     |  | Twn 37 North, Rng 32 East, W.M., Section 27 |  | Ferry    |  | WA    |  | M.S. 402-A                      |  |                                              |  | 20.7             
|          |  |                                     |  |        |  |                                             |  |        |  | Patented Mill Site - Fee |  | Mountain Lion                   |  | Twn 37 North, Rng 32 East, W.M., Section 27 |  | Ferry    |  | WA    |  | M.S. 402-B                      |  |                                              |  | 5                
|          |  |                                     |  |        |  |                                             |  |        |  | Patented Lode - Fee      |  | Gopher                          |  | Twn 37 North, Rng 32 East, W.M., Section 27 |  | Ferry    |  | WA    |  | M.S. 509                        |  |                                              |  | 19.7             
|          |  |                                     |  |        |  |                                             |  |        |  | Patented - Fee           |  | Government Lot 1                |  | Twn 37 North, Rng 32 East, W.M., Section 27 |  | Ferry    |  | WA    |  | -                               |  |                                              |  | 41.1             
|          |  |                                     |  |        |  |                                             |  |        |  | Patented - Fee           |  | Government Lot 2                |  | Twn 37 North, Rng 32 East W.M., Section 27  |  | Ferry    |  | WA    |  | -                               |  |                                              |  | 6.8              
|          |  |                                     |  |        |  |                                             |  |        |  | Patented - Fee           |  | Government Lot 3                |  | Twn 37North, Rng 32 East, W.M. , Section 27 |  | Ferry    |  | WA    |  | -                               |  |                                              |  | 0.5              
|          |  |                                     |  |        |  |                                             |  |        |  | Patented - Fee           |  | Government Lot 4,less Tax Lot 4 |  | Twn 37 North, Rng 32 East, W.M., Section 27 |  | Ferry    |  | WA    |  | -                               |  |                                              |  | 7.3              
|          |  |                                     |  |        |  |                                             |  |        |  | Patented - Fee           |  | N1⁄2NE1⁄4, less Tax Lot 12-02       |  | Twn 37 North, Rng 32 East, W.M, Section 27  |  | Ferry    |  | WA    |  | -                               |  | 0-0.75%
 Gross + 2% NSR on 75% of Production |  | 77.4             

Exploration

In 2008,
Midway acquired the Golden Eagle project and began compiling and reviewing the
historic database of 847 drill holes containing 165,775 feet of mostly core
drilling, to create a modern gold model. In 1996, Santa Fe Pacific Gold
estimated that the Golden Eagle deposit contained 32.19 million tons grading
0.069 ounce per ton (opt) gold in a historic resource as part of an internal
scoping study. A qualified person has not
reviewed this resource and the historical estimate should not be relied upon.
The project is comprised entirely of private land in the historic Republic gold
district.

Efforts in
2009 were primarily be conducted by Midway staff and funded from working
capital and were directed toward key issues, including a NI 43-101 compliant
resource, high-grade target identification, evaluation of processing methods,
and reviewing permitting.

42

---



On June 25,
2009 the Company announced an Indicated Resource estimate as at May 1, 2009 of
31,900,000 tons at a grade of 0.055 opt containing 1,769,000 ounces of gold.
There is an additional Inferred Resource estimate of 5,100,000 tons at a grade
of 0.038 opt containing 194,000 ounces of gold.

Indicated Resource Reported within an Optimal
Pit Shell using $750 Gold Price

|                          |  |                        |  |                   |  |                         
|------------------------- |  | ---------------------- |  | ----------------- |  | ------------------------
|Cut-Off Grade
 (opt gold) |  | Short Tons
 (millions) |  | Gold Grade
 (opt) |  | Contained Gold
 (ounces)
|                          |  |                        |  |                   |  |                         
|0.010                     |  | 42.9                   |  | 0.045             |  | 1,933,000               
|                          |  |                        |  |                   |  |                         
|0.020                     |  | 31.9                   |  | 0.055             |  | 1,769,000               
|                          |  |                        |  |                   |  |                         
|0.030                     |  | 23.9                   |  | 0.066             |  | 1,570,000               
|                          |  |                        |  |                   |  |                         
|0.040                     |  | 18.2                   |  | 0.076             |  | 1,372,000               
|                          |  |                        |  |                   |  |                         
|                          |  |                        |  |                   |  |                         
|0.050                     |  | 14.0                   |  | 0.085             |  | 1,184,000               

Inferred Resource Reported within an Optimal
Pit Shell using $750 Gold Price

|                          |  |                        |  |                   |  |                         
|------------------------- |  | ---------------------- |  | ----------------- |  | ------------------------
|Cut-Off Grade
 (opt gold) |  | Short Tons
 (millions) |  | Gold Grade
 (opt) |  | Contained Gold
 (ounces)
|                          |  |                        |  |                   |  |                         
|0.010                     |  | 11.6                   |  | 0.025             |  | 286,000                 
|                          |  |                        |  |                   |  |                         
|0.020                     |  | 5.1                    |  | 0.038             |  | 194,000                 
|                          |  |                        |  |                   |  |                         
|0.030                     |  | 3.0                    |  | 0.047             |  | 143,000                 
|                          |  |                        |  |                   |  |                         
|0.040                     |  | 1.8                    |  | 0.055             |  | 101,000                 
|                          |  |                        |  |                   |  |                         
|0.050                     |  | 0.9                    |  | 0.066             |  | 62,000                  
|                          |  |                        |  |                   |  |                         

Extensive
metallurgical work by Hecla Limited and Santa Fe Pacific Gold between 1989 and
1997 was reviewed and summarized by Dr. Thom Seal (PhD, PE) of Differential
Engineering Inc. for estimated optimal gold recoveries. According to this
independent review, three potential processing options exist for the Golden
Eagle refractory ore. These include whole-ore bio-oxidation, flotation, or
pressure oxidation treatments, with recoveries ranging from 75-94%. All three
processes demonstrate the potential for good gold recoveries. These results
have not yet been verified by Midway test work nor have the economics of each
process been reviewed.

Dr. Seal noted
in the summary that in general, the review of the previous metallurgical
reports, if verified as representative of the Golden Eagle project, indicate
that the deposit represents a refractory gold ore target with the material
types and grade similar to some of the gold ore processed from the Carlin Trend
in Nevada. The processing options identified in the metallurgical review show
that the project has potential for economic gold recovery within the reviewed parameters
and current gold price environment.

Estimated Optimal Gold Recoveries

|                                              |  |                            
|--------------------------------------------- |  | ---------------------------
|Process Option                                |  | Predicted Gold Recovery (%)
|Flotation
 Concentration                      |  | 86.5                       
|Flotation
 Concentration, Tails Cyanidization |  | 89.4                       
|Bio-oxidation,
 neutralization, CN-CIL        |  | 75.1                       
|Pressure
 Oxidation, neutralization, CN-CIL   |  | 94.0                       

The resource
estimate has been prepared in accordance with National Instrument NI 43-101 of
the Canadian Securities Administrators (CSA), and in accordance 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. and Thom Seal (PhD, PE), Principal and Metallurgist,
Differential Engineering Inc. who are the Qualified Persons responsible for the
technical report. The Technical Report supporting this resource estimated was
filed on the Companys profile at www.sedar.com on August 4, 2009.

The current
resource estimate includes verified drill results from 222 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

43

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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.

Cautionary Note to U.S. Investors
 In this Annual Report we use the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource, which
are geological and mining terms as defined in accordance with NI 43-101 under
the guidelines adopted by CIM, as CIM Standards in Mineral Resources and
Reserve Definition and Guidelines adopted by the CIM. US investors in
particular 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.

2010 Exploration Program

To date Midway
has incurred total costs of $205,121 relating to the exploration of the Golden
Eagle project. Additional work is pending additional financing from an equity
financing in 2010.

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

ITEM 3. LEGAL PROCEEDINGS

Other than as
set forth in this item, we are not aware of any material pending or threatened
litigation or of any proceedings known to be contemplated by governmental
authorities which are, or would be, likely to have a material adverse effect
upon us or our operations, taken as a whole. There are no material proceedings
pursuant to which any of our directors, officers or affiliates or any owner of
record or beneficial owner of more than 5% of our securities or any associate
of any such director, officer or security holder is a party adverse to us or
has a material interest adverse to us.

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

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

While ING has
alleged that the value of the drill rig was approximately US$200,000, the
amount of the potential damages cannot be reasonably estimated at this time and
the occurrence of the confirming future event is not

44

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determinable.
On June 22, 2009 MGC filed a motion to dismiss INGs Complaint. ING filed a
response on July 15, 2009. MGC filed a reply on July 31, 2009. On December 29,
2009 the federal court issued an order dismissing the negligence and unjust
enrichment claims against MGC with prejudice and the wrongful attachment claim
was dismissed without prejudice. ING has not amended its claim against MGC as
yet. The outcome of this matter is not determinable at present.

ITEM 4. [RESERVED]

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common
shares began trading on the NYSE Amex on January 3, 2008 under the trading
symbol MDW and our common shares continue to trade on the TSX Venture
Exchange (the TSX.V) under the
trading symbol MDW. As of March 26, 2010, 77,354,997 common shares were
issued and outstanding, and we had approximately 95 shareholders of record. In
many cases, shares are registered through intermediaries, making the precise
number of shareholders difficult to obtain.

As of March 26,
2010, the closing price per share for our common shares as reported by the NYSE
Amex was US$0.65 and as reported by the TSX .V was $0.65.

The following
table sets out the market price range of Midways common shares on the TSX.V
for the periods indicated.

|                |  |           |      |          |   |      | 
|--------------- |  | --------- | ---- | -------- | - | ---- | 
|Period          |  | High Cdn$ |      | Low Cdn$ |  
|                |  |           |      |          |   |      | 
|2009            |  |           |      |          |   |      | 
|First
 Quarter  |  | $         | 0.93 |          | $ | 0.30 | 
|Second
 Quarter |  | $         | 0.95 |          | $ | 0.46 | 
|Third
 Quarter  |  | $         | 1.05 |          | $ | 0.61 | 
|Fourth
 Quarter |  | $         | 1.09 |          | $ | 0.63 | 
|                |  |           |      |          |   |      | 
|2008            |  |           |      |          |   |      | 
|First
 Quarter  |  | $         | 4.68 |          | $ | 2.80 | 
|Second
 Quarter |  | $         | 2.89 |          | $ | 1.68 | 
|Third
 Quarter  |  | $         | 2.05 |          | $ | 0.75 | 
|Fourth
 Quarter |  | $         | 1.10 |          | $ | 0.18 | 

45

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The following
table sets out the market price range of Midways common shares on the NYSE
Amex for the periods indicated.

|                |  |          |      |         |   |      | 
|--------------- |  | -------- | ---- | ------- | - | ---- | 
|Period          |  | High US$ |      | Low US$ |  
|                |  |          |      |         |  
|2009            |  |          |      |         |   |      | 
|First
 Quarter  |  | $        | 0.75 |         | $ | 0.35 | 
|Second
 Quarter |  | $        | 0.93 |         | $ | 0.80 | 
|Third
 Quarter  |  | $        | 1.00 |         | $ | 0.56 | 
|Fourth
 Quarter |  | $        | 1.04 |         | $ | 0.57 | 
|                |  |          |      |         |   |      | 
|2008            |  |          |      |         |   |      | 
|First
 Quarter  |  | $        | 4.74 |         | $ | 2.21 | 
|Second
 Quarter |  | $        | 2.95 |         | $ | 1.66 | 
|Third Quarter   |  | $        | 2.05 |         | $ | 0.73 | 
|Fourth
 Quarter |  | $        | 1.07 |         | $ | 0.12 | 

The above
quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.

Dividend Policy

We have not
declared or paid cash dividends on our common shares since our inception and we
expect for the foreseeable future to retain all of our earnings from operations
for use in expanding and developing our business. Future dividend decisions
will consider our then current business results, cash requirements and
financial condition.

Repurchase of Securities

During 2009,
neither the Company nor any affiliate of the Company repurchased common shares
of the Company registered under Section 12 of the Securities Exchange Act of
1934, as amended.

Equity Compensation Plan Information

As of December
31, 2009, we had one equity compensation plan under which our common shares
have been authorized for issuance to our officers, directors, employees and
consultants, namely our Stock Option Plan adopted by the Board of Directors on
May 6, 2003 as amended on May 12, 2008 (the Stock Option Plan). The Stock Option
Plan has been approved by our shareholders.

The following
summary information is presented for the Stock Option Plan as of December 31,
2009.

|                                                        |  |                                                                          |           |                                                           |   |                                                                                                                                                  |  |  |           | 
|------------------------------------------------------- |  | ------------------------------------------------------------------------ | --------- | --------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | --------- | 
|                                                        |  | Number of Securities to
 be Issued Upon Exercise
 of Outstanding Options |           | Weighted Average
 Exercise Price of
 Outstanding Options, |   | Number of Securities
 Remaining Available for
 Future Issuance Under
 Equity Compensation
 Plans (Excluding
 Securities Reflected in
 Column (a) | 
|                                                        |  |                                                                          |           |                                                           |   |                                                                                                                                                  | 
|Plan
 Category                                          |  |                                                                          | (a)       |                                                           |   | (b)                                                                                                                                              |  |  | (c)       | 
|                                                        |  |                                                                          |           |                                                           |   |                                                                                                                                                  |  |  |           | 
|Equity
 Compensation Plans Approved By Security Holders |  |                                                                          | 4,501,667 |                                                           | $ | 1.47                                                                                                                                             |  |  | 3,233,833 | 
|                                                        |  |                                                                          |           |                                                           |   |                                                                                                                                                  |  |  |           | 

46

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|                                                                |                |                |               
|--------------------------------------------------------------- | -------------- | -------------- | --------------
|Equity
 Compensation 
 Plans Not Approved By 
 Security Holders | Not Applicable | Not Applicable | Not Applicable
|                                                                |                |                |               

Stock Option Plan Information

The following
is a summary of important Stock Option Plan provisions. It is not a
comprehensive discussion of all of the terms and conditions of the Stock Option
Plan. The information provided below may be modified or altered by some
provisions in the Stock Option Plan. Readers are advised to review the full
text of the Stock Option Plan to fully understand all terms and conditions of
the Stock Option Plan.

Purpose

The purpose of
the Stock Option Plan is to advance the interests of the Company and its
shareholders by enhancing the ability of the Company to attract and retain the
best available talent and to encourage the highest level of performance by
senior officers, key employees, directors and consultants of the Company and of
its subsidiaries through ownership of common shares in the Company.

Persons Eligible

The Stock
Option Plan provides for the issuance of stock options to any director, senior
officer, employee, company that is wholly-owned by a director, senior officer
or, subject to applicable laws and the policies of any exchanges on which the
Companys common shares are listed, a consultant, as the board of directors of
the Company may from time to time designate as a participant under the Stock
Option Plan.

Administration

The Stock
Option Plan is administered by the Board which has authority to (a) grant
options priced in accordance with the Stock Option Plan; (b) to prescribe the
form of certificate evidencing grants of options to participants and any other
instruments required under the Stock Option Plan and to change such forms from
time to time; (c) subject to the limitations specified in the Stock Option
Plan, to adopt, amend and rescind rules and regulations for the administration
of the Stock Option Plan; (d) to interpret and administer the Stock Option Plan
and to decide all questions and settle all controversies that may arise in
connection with the Stock Option Plan; (e) to determine who is eligible to
receive options pursuant to the eligibility criteria set forth in the Stock
Option Plan; and (f) to make all other determinations necessary or advisable
for the administration of the Stock Option Plan. The grant and exercise of any
options under the Stock Option Plan is subject to compliance with the
applicable requirements of each stock exchange on which the shares are or
become listed and of any governmental authority or regulatory body to which the
Company is subject.

Shares Available under the Stock Option Plan

Options
granted under the Stock Option Plan give the holder thereof the right to buy a
specified number of common shares at a fixed price before a specified date in
the future. Depending upon the successful financial performance of the Company,
such common shares will hopefully provide the holder thereof an opportunity to
buy common shares at a price below the prevailing market price.

Each option
granted to participants will be subject to individual terms specified by the
Board in the participants option agreement.

In order to
comply with all applicable federal, provincial or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure
that all applicable federal or state payroll, withholding, income or other
taxes, which are the sole and absolute responsibility of a participant, are
withheld or collected from such participant.

47

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The Board of
Directors amended the Stock Option Plan on May 12, 2008 to add an appendix
called the Stock Incentive Plan for United States Resident Employees (the U.S.
Plan) to supplement and be a part of the Stock Option Plan. The purpose of the
U.S. Plan is to enable the Company to grant Incentive Stock Options, as that
term is used in Section 422 of the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder to qualifying
employees who are citizens or residents of the United States of America. This
does not change the aggregate number of options that can be granted pursuant to
the Stock Option Plan. The purpose of the Stock Option Plan is to allow the
Company to grant options to directors, officers, employees and consultants, as
additional compensation, and as an opportunity to participate in the success of
the Company. The granting of such options is intended to align the interests of
such persons and those of the shareholders. Options will be exercisable over
periods of up to 10 years as determined by the Board of Directors of the Company
and are required to have an exercise price no less than the market price
prevailing on the date the option is granted less applicable discount, if any,
permitted by the policies of the TSX Venture Exchange and approved by the Board
of Directors. Market price means the last closing price per share on the TSX
Venture Exchange on the trading day immediately precedent the day on which the
Company announces the grant of the option or, if the grant is not announced, on
the date of grant.

Pursuant to
the Stock Option Plan, the Board of Directors may from time to time authorize
the issue of options to directors, officers, employees and consultants of the
Company and its subsidiaries or employees or companies providing management or
consulting services to the Company or its subsidiaries. The principal features
of the Stock Option Plan are as follows:

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | The maximum
 number of common shares to be issued pursuant to the Stock Option Plan shall
 not exceed 10% of the issued and outstanding shares of the Company at the
 time of the stock option grant.                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. | Subject to
 adjustment as provided in the U.S. Plan appended to and forming part of the
 Stock Option Plan, the aggregate number of common shares that may be issued
 under the U.S. Plan shall be 3,000,000; provided,
 however, that the aggregate
 number of common shares authorized under the U.S. Plan for use in granting
 Incentive Stock Options shall, at all times, be a part of and subject to the
 limitations set forth in the Stock Option Plan, and shall be adjusted
 proportionately to reflect any adjustments to the number of shares authorized
 under the Stock Option Plan.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3. | The maximum
 number of shares under option to the benefit of one person under the Stock
 Option Plan may not exceed 5%, on an annual basis, of the total of the issued
 and outstanding shares of the Company (on an undiluted basis) at the time of
 grant (in the case of a consultant, the annual maximum is 2%).                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | If the
 holder of the option is engaged in investor relation activities for the
 Company, the total number of shares under option may not exceed 2% of the
 total of the issued and outstanding share capital of the Company (on an
 undiluted basis) at the time of grant.                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 5. | The options
 granted will have a maximum term of ten years from the date of grant. The
 option is non-assignable and non-transferable.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6. | If an
 optionee ceases to be employed by the Company (other than as a result of
 termination with cause) or ceases to act as director or officer of the
 Company, any option held by such optionee may be exercised within 90 days
 after the date that such optionee ceases to be employed by the Company or
 ceases to act as director or officer of the Company, as the case may be, or
 within 30 days if the optionee is engaged in investor relation activities and
 ceases to be employed to provide investor relation activities.                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 7. | In the event
 of death of an optionee, the optionees heirs or administrators may exercise
 any portion of that outstanding option up to a period of one year from the
 date of the optionees death for the termination date of the option,
 whichever is earlier.                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 8. | Any common
 shares subject to an option which for any reason are cancelled or terminated
 without having been exercised shall again be available for grant under the
 Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                          

48

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In the event
of a stock split, consolidation or reclassification or other change in the
Companys capital, other than an issue of common shares or by way of stock
dividend, the number and exercise price of options will be adjusted by the
Board to preserve the rights of the participants substantially proportionate to
those existing prior to such event.

Shares
issuable upon exercise of stock options have been registered under the U.S.
Securities Act of 1933, as amended, pursuant to the Companys Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on
January 22, 2008.

Terms and Conditions of Stock Options

Option Agreement.All
options shall be granted under the Stock Option Plan by means of an option
agreement between the Company and each participant in the form as may be
approved by the Board, such approval to be conclusively evidenced by the
execution of the option agreement by any one director or officer of the
Company.

Vesting and Term.
With the exception of any options granted to a consultant who performs Investor
Relations Activities (as defined in the Stock Option Plan), all options granted
to each participant under the Stock Option Plan will become vested on the grant
date, or at such other time as may be established by the Board at the time of
the grant in compliance with the policies of any exchange on which the common
shares are traded. The Board will, at the time of grant, determine the vesting
date or dates of any options granted to a consultant who performs Investor
Relations Activities (as defined in the Stock Option Plan) provided that such
options must vest in stages over 12 months with no more than 1⁄4 of the options
vesting in any three-month period. Pursuant to the Stock Option Plan, the term
of any option granted shall not exceed ten (10) years, or five (5) years if the
Company ceases to be a Tier 1 issuer on the TSX Venture Exchange at the time of
grant.

Exercise Price. The
exercise price to each participant for each common share shall be as determined
by the Board, but shall in no event be less than (a) the last closing price of
the shares on the TSX Venture Exchange on the last business day before the date
on which the option is granted or, if no common shares are traded on such day,
then the minimum exercise price shall be the last closing price prior thereto
less (b) a discount, which shall not exceed the amount set forth below, subject
to a minimum price of Cdn$0.10:

|               |  |         
|-------------- |  | --------
|Closing Price  |  | Discount
|               |  |         
|up to Cdn$0.50 |  | 25%     
|               |  |         
|$0.51 to $2.00 |  | 20%     
|               |  |         
|Above $2.00    |  | 15%     

Non-Assignable.
Options granted under the Stock Option Plan shall not be transferable or
assignable by a participant other than by will or pursuant to the laws of
succession.

Third Party Transactions.
In the event of a consolidation or merger in which the Company is not the
surviving company, or in the event its outstanding common shares are converted
into securities of another entity or exchanged for other consideration, or in
the event of an offer for common shares being made by a third party that
constitutes a take-over bid as that term is defined in the Securities Act
(British Columbia) or would constitute a take-over bid as that term is defined
in the Securities Act (British Columbia) but for the fact that the offeree is
not in British Columbia, all outstanding options will immediately vest and all
options granted to the participant under the Stock Option Plan and held by the
participant will continue to be exercisable after the Company has sent notice
to each of the participants to exercise the options only for a period of 30
days from the date of such notice or until the expiration of the option, if
earlier. After such time, the options will terminate; provided, however,
that if such transaction does not close, all such options will be deemed not to
have vested nor expired.

Exercise of Stock Options

Any exercise
of an option must be in writing, signed by the participant and delivered or
mailed to the Company with payment in full by cash or certified cheque, payable
to the Company, for the number of common shares for which the option is
exercised.

49

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Upon any such
exercise of an option, the Company shall cause the transfer agent and registrar
of the common shares to promptly deliver to such participant or the legal
representative of such participant, as the case may be, a share certificate in
the name of such participant or the legal representative of such participant,
as the case may be, representing the number of common shares specified in the
notice.

Common shares
shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such common shares shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, and any applicable United States federal or state
laws, Canadian laws, and such rules and regulations thereunder as the Company
or the Board deems applicable. The inability of the Company to obtain from any
regulatory body the authority deemed by the Company to be necessary for the
lawful issuance and sale of any common shares under the Stock Option Plan, or
the unavailability of an exemption from registration for the issuance and sale
of any common shares under the Stock Option Plan, shall relieve the Company
from any liability with respect to the non-issuance or sale of such common
shares and any purchase price paid to the Company will be returned to the
participant.

Termination, Retirement, Resignation or Death of Participant

If any
participant ceases to be eligible for a grant of options under the Stock Option
Plan for any reason (a Termination),
except the death of a participant or by reason of retirement pursuant to an
established retirement policy of the Board or dismissal from employment or
service for cause, all options granted to the participant under the Stock
Option Plan and then held by the participant will, to the extent such options
were vested and exercisable immediately prior to Termination, continue to be
exercisable by the Participant for a period of 90 days following Termination or
until the expiration date of the option if earlier.

If Termination
is by reason of retirement pursuant to an established retirement policy of the
Board, all options held by the retiring participant will become vested and
exercisable, to the extent not already vested and exercisable immediately prior
to retirement, and they continue to be exercisable until their original
expiration date.

Any options
granted to a participant who is engaged in Investor Relations Activities (as
defined in the Stock Option Plan) will expire within 30 days after such
participant ceases to be employed to provide Investor Relations Activities (as
defined in the Stock Option Plan).

In the event
of the death of a Participant, all options granted to the participant under the
Stock Option Plan and held by the participant immediately before death will, to
the extent such options were vested and exercisable at that time, continue to
be exercisable by the legal representative of the participant for a period of
one (1) year following the death of the participant or until the expiration
date of the option if earlier.

Amendment of the Plan

The Board
reserves the right, in its absolute discretion, to amend, modify or terminate
the Stock Option Plan at any time. The Stock Option Plan and any amendments
thereto, are subject to the prior approval of the TSX Venture Exchange, the
NYSE Amex and any other stock exchange or regulatory body having jurisdiction
over the securities of the Company and ratification by the shareholders of the
Company at each annual general meeting of the Company.

Recent Sales of Unregistered Securities

Our
unregistered sales of equity securities during the year ended December 31,
2008, have previously been reported on Current Reports on Form 8-K.

Stock Performance Graph

The
performance graph below shows Midway Gold Corp.s cumulative total return based
on an initial investment of $100 in Midways common stock, as compared with the
NYSE Amex Composite Index and the NYSE Amex Gold Miners Index. The chart shows
performance marks as of the last trading day during each of the last five
years. This

50

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performance
chart assumes: (1) $100 was invested on December 31, 2004 in Midway common
stock at a price of $0.92, the NYSE Amex Composite Index and the NYSE Amex Gold
Miners Index; and (2) all dividends are reinvested.

(BAR CHART)

|                            |  |               |        |               |   |               |  |               |        |               |   |              |  |   |        |  |   |        | 
|--------------------------- |  | ------------- | ------ | ------------- | - | ------------- |  | ------------- | ------ | ------------- | - | ------------ |  | - | ------ |  | - | ------ | 
|                            |  | 31-Dec-
 2004 |        | 30-Dec-
 2005 |   | 29-Dec-
 2006 |  | 31-Dec-
 2007 |        | 31-Dec-
 2008 |   | 31-Dec
 2009 | 
|                            |  |               |        |               |   |               |  |               |        |               |   |              | 
|Midway Gold Corp.           |  | $             | 100.00 |               | $ | 144.57        |  | $             | 285.88 |               | $ | 422.84       |  | $ | 50.00  |  | $ | 94.57  | 
|                            |  |               |        |               |   |               |  |               |        |               |   |              |  |   |        |  |   |        | 
|NYSE Amex Composite Index   |  | $             | 100.00 |               | $ | 122.64        |  | $             | 143.27 |               | $ | 168.00       |  | $ | 97.44  |  | $ | 127.23 | 
|                            |  |               |        |               |   |               |  |               |        |               |   |              |  |   |        |  |   |        | 
|NYSE Amex Gold Miners Index |  | $             | 100.00 |               | $ | 128.59        |  | $             | 157.08 |               | $ | 190.11       |  | $ | 140.43 |  | $ | 184.05 | 
|                            |  |               |        |               |   |               |  |               |        |               |   |              |  |   |        |  |   |        | 

ITEM 6. SELECTED FINANCIAL DATA

The selected
financial data of Midway for the years ended December 31, 2009, 2008, 2007,
2006 and 2005 reflected in the following table, have been derived from the
audited consolidated financial statements of Midway. On April 17, 2007, Midway
acquired Pan-Nevada Gold Corporation and its wholly owned subsidiary Apex
Energy (U.S.) Inc.; accordingly the statement of operations of Midway for the
year ended December 31, 2007, includes the results of Pan-Nevada for the period
from April 17, 2007 to December 31, 2007. The data set forth below should be
read in conjunction with our financial statements and notes thereto included
elsewhere in this Annual Report on Form 10-K and with Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations in this Annual
Report.

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U.S. GAAP 
(thousands of dollars except for per 
share and share amounts)

|                                                       |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|------------------------------------------------------ |  | ---- | ------ | ---- | - | ------ | - | ---- | ------ | ---- | - | ------ | - | - | ------ | -
|Statements of Operations Data                          |  | 2009 |        | 2008 |   | 2007   |   | 2006 |        | 2005 |  
|                                                       |  |      |        |      |   |        |   |      |        |      |  
|Operating revenue                                      |  | $    | Nil    |      | $ | Nil    |   | $    | Nil    |      | $ | Nil    |   | $ | Nil    |  
|Interest income                                        |  |      | 15     |      |   | 118    |   |      | 331    |      |   | 197    |   |   | 42     |  
|Net loss for the year                                  |  |      | 2,642  |      |   | 16,165 |   |      | 10,666 |      |   | 7,241  |   |   | 4,403  |  
|Basic and diluted loss per common share                |  | $    | (0.04  | )    | $ | (0.31  | ) | $    | (0.24  | )    | $ | (0.23  | ) | $ | (0.18  | )
|Balance Sheets Data                                    |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Total assets                                           |  | $    | 51,493 |      | $ | 51,942 |   | $    | 58,767 |      | $ | 16,695 |   | $ | 8,143  |  
|Working capital                                        |  |      | 1,472  |      |   | 1,157  |   |      | 8,005  |      |   | 8,127  |   |   | 1,094  |  
|Mineral properties (1)                                 |  |      | 49,252 |      |   | 48,326 |   |      | 48,807 |      |   | 7,679  |   |   | 6,601  |  
|Promissory note due within 12 months                   |  |      |       |      |   | 1,000  |   |      |       |      |   |        |   |   |        |  
|Net assets                                             |  |      | 42,578 |      |   | 40,727 |   |      | 48,303 |      |   | 15,698 |   |   | 6,774  |  
|Stockholders equity                                   |  |      | 42,758 |      |   | 40,727 |   |      | 48,303 |      |   | 15,698 |   |   | 6,774  |  
|Weighted average number of shares
 Outstanding (000s) |  |      | 73,050 |      |   | 52,792 |   |      | 43,992 |      |   | 32,000 |   |   | 24,064 |  

(1) Mineral properties
have been recast by $1,345,501 and deficit has been recast by $389,955 to
reflect an adjustment of tax basis to mineral properties.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS 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 Annual
Report. This discussion and analysis contains forward-looking statements that
involve risks, uncertainties and assumptions. See Cautionary Note Regarding
Forward-Looking Statements. 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 Risk Factors and
Uncertainties and elsewhere in this Annual Report.

Cautionary Note to U.S. Investors
 In this Annual Report we use the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource, which
are geological and mining terms as defined in accordance with NI 43-101 under
the guidelines adopted by CIM, as CIM Standards in Mineral Resources and
Reserve Definition and Guidelines adopted by the CIM. US investors in
particular 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.

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
operates from an office in Helena, Montana and from field offices in Lovelock
and Tonopah Nevada. These offices support the Spring Valley, Midway and Pan
Projects in Nevada and the Golden Eagle project in Washington. These offices
also support work on three other exploration projects, located on four of the
major Nevada gold trends.

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Midway
currently controls certain mineral rights on the Cortez, Humboldt and Round
Mountain Gold Trends.

Business Strategy and Development

We have four
advanced exploration projects: the Spring Valley, the Pan and the Midway
projects in Nevada and the Golden Eagle project in Washington and three early
stage exploration targets in Nevada. Midway plans to continue to attempt to
expand these new gold discoveries through exploration. Below is a summary of
our work completed in 2009 and our expectations for our projects in 2010.

Spring Valley Project

Barrick has
the exclusive right to earn a 60% interest in the Spring Valley project by
spending US$30,000,000 on the property 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 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.

Barrick
conducted and funded exploration in 2009 on the Spring Valley project to meet
its minimum level of US$4,000,000.

See Item 2.
Description of Properties  Spring Valley Project for a more detailed
description of the agreement with Barrick and the 2009 exploration program.

Pan Project

The most
significant result of 2009 was the November 5, 2009 announcement of an updated
resource for the Pan deposit containing 34.65 million short tons grading 0.018
ounces per ton containing 608,700 ounces of gold in the Measured plus Indicated
categories. There was an additional 1.60 million short tons grading 0.017
ounces per ton containing 26,500 ounces of gold in the Inferred category.

Cautionary Note to U.S. Investors
 In this Annual Report we use the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource, which
are geological and mining terms as defined in accordance with NI 43-101 under
the guidelines adopted by CIM, as CIM Standards in Mineral Resources and
Reserve Definition and Guidelines adopted by the CIM. US investors in
particular 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.

See Item 2.
Description of Properties  Pan Project for a more detailed description of the
2009 exploration program.

Midway Project

The most
significant result of 2009 was co-operating with the Town of Tonopah to
negotiate a plan to properly plan to dispose of waste water from a future mine
at the Midway project to the standards required by the State Water Engineer.
Permitting efforts will continue in 2010.

See Item 2.
Description of Properties  Midway Project for a more detailed description of
the 2009 exploration program.

Golden Eagle Project

Efforts in
2009 were primarily conducted by Midway staff and were directed toward key
issues, including metallurgy testing for moving the project towards a new
scoping study, including a NI 43-101 compliant resource, high-grade target
identification, evaluation of processing methods, and reviewing permitting.

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On June 25,
2009 the Company announced an Indicated Resource estimate as at May 1, 2009 of
31,900,000 tons at a grade of 0.055 opt containing 1,769,000 ounces of gold.
There is an additional Inferred Resource estimate of 5,100,000 tons at a grade
of 0.038 opt containing 194,000 ounces of gold.

Cautionary Note to U.S. Investors
 In this Annual Report we use the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource, which
are geological and mining terms as defined in accordance with NI 43-101 under
the guidelines adopted by CIM, as CIM Standards in Mineral Resources and
Reserve Definition and Guidelines adopted by the CIM. US investors in
particular 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. See Item 2. Description of Properties  Golden Eagle
Project for a more detailed description of the 2009 exploration program.

Exploration projects:

The Roberts
Gold is a sediment-hosted gold deposit located on the Battle Mountain/Eureka
gold trend. Midway developed a new target concept in 2008 using geophysics and
surface exploration, concluding that volcanic rocks of the Northern Nevada rift
may cover favorable host rocks in a gravel fill area. The Company is seeking a
joint venture partner for this project.

The Gold Rock
property is a 14 square mile land position with known gold deposits located on
the Battle Mountain-Eureka trend. This is a sediment hosted gold system in
highly prospective host rocks. A historic database of 794 holes containing
269,446 feet of drilling was acquired outlining continuous mineralization along
9,200 feet of length. Surface work, geophysics and historic data review have
identified a number of exploration targets. A total of 3,525 feet in 11 RC
drill holes were drilled on the Anchor target during 2008. Five holes found
strongly anomalous gold in the Pilot formation, a regionally favorable host
rock. Efforts in 2009 were primarily conducted by Midway staff in compiling
data and generating drill targets.

The 2008
surface exploration and geophysics program on the Burnt Canyon project
identified targets in this volcanic hosted epithermal system. Disseminated gold
identified in rock chip and soil sampling at five different areas have been selected
as drill targets. The project lies between high grade veins in the Seven
Troughs district. The Company is seeking a joint venture partner for this
project.

Results of operations for the year ended
December 31, 2009 compared to the years ended December 31, 2008 and 2007

The net loss
for the year ended December 31, 2009 was $2,642,176 (2008 - $16,165,394; 2007 
$10,666,106).

Significant
differences in costs between the years are as follows:

Exploration
expenses in the year ended December 31, 2009 were $1,041,425 (2008 -
$9,085,990; 2007  $10,038,930). The details of the expenses in each year may
be found in the schedule to the audited consolidated annual financial
statements. In the year ended December 31, 2009 $382,461 (2008 - $1,632,453;
2007  $1,720,167) was spent at the Midway project, $123,933 (2008 -
$5,012,151; 2007 - $6,313,919) at the Spring Valley project, $196,082 (2008 -
$1,685,881; 2007 - $1,916,690) at the Pan Project; $162,099 (2008 - $43,022;
2007 - $nil) at the Golden Eagle project, $24,428 (2008 - $73,418; 2007 -
$1,641) at the Burnt Canyon project, $1,863 (2008 - $43,081; 2007 - $nil) at
the Thunder Mountain Project, $27,744 (2008 - $93,298; 2007 - $nil) at the
Roberts Creek project with minor amounts spent on other smaller programs and
investigations of other potential acquisitions.

Exploration
levels are determined by the success of previous exploration programs on each
project and in part by available cash 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
$197,169 (2008 - $258,158; 2007 - $292,110).

54

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Included in
consulting fees was $115,000 (2008 - $90,000; 2007 - $110,000) paid to Golden
Oak Corporate Services, a company wholly owned by Doris Meyer, the Companys
Chief Financial Officer and Corporate secretary for financial reporting and
corporate compliance services. Consulting fees in 2008 included a $100,000 fee
paid to an investment banker for advice in the failed business combination with
Golden Predator Mines Inc.

Investor
relations and travel costs combined were $182,270 for the year (2008 -
$259,458; 2007 - $368,081). Management travelled to and participated in several
investor shows in North America. In 2009, Midway focussed its investor
relations efforts on increasing the markets awareness of Midway by travelling
to meet potential investors for one-on-one meetings and attending fewer retail
investor conferences.

Professional
fees paid to lawyers and auditors in the year ended December 31, 2009 was
$493,568 (2008 - $610,497; 2007 - $374,777). In 2009 the Company incurred
significant legal and auditing costs as it investigated and evaluated business
opportunities. In 2008 the Company incurred significant legal and auditing
costs related to a failed business transaction with Golden Predator Mines Inc.
In 2007 the Company incurred significant legal and auditing costs due to the
Companys preparation to register itself as a reporting issuer with the
Securities and Exchange Commission in the United States.

Salaries and
benefits of $1,693,147 (2008 - $1,076,408; 2007 - $1,613,624) are payments to
the Companys non-management directors and Midways staff based in Helena,
Montana. 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 $955,069 (2008 - $242,870; 2007 - $1,210,802).

Transfer agent
and filing fees were $91,053 (2008 - $129,524; 2007 - $72,006) have decreased
from the previous year as the stock exchange listing fees are based on market
capitalizing which has decreased.

Decreases in
interest income in the current year are a result of the decreased interest
rates and lower levels of cash on deposit. The income tax recovery of $483,163
(2008 - $1,777,000; 2007 - $757,000) and an unrealized foreign exchange loss
(gain) of $(1,023,349) (2008 - $1,669,594; 2007  ($1,211,933)) which is
included within the foreign exchange loss (gain) of $(832,783) (2008 -
$1,473,709; 2007 - ($1,108,258)) relate to the US dollar denominated future
income tax liability recorded upon the acquisition of Pan-Nevada and the Midway
and Spring Valley projects.

Results of operations for the quarter ended
December 31, 2009 compared to the quarter ended December 31, 2008

The net loss
for the three months ended December 31, 2009 was $68,314 (2008  $5,237,707).

Significant
differences in costs between the quarters are as follows:

Exploration
expenses in the three months ended December 31, 2009 was $135,422 (2008 -
$486,054). In the three months ended December 31, 2009 $100,788 (2008 -
$111,999) was spent at the Midway Project, $8,864 (2008 - $246,674) at the
Spring Valley Project, $9,951 (2008 - $76,633) at the Pan Project and $15,819
(2008 - $50,748 combined at the Companys other exploration projects and
property investigations. Exploration levels are determined by the success of
previous exploration programs on each project and available cash to fund
additional programs.

Including in
consulting fees was $22,500 (2008 - $22,500) paid to Golden Oak Corporate
Services, a company wholly owned by Doris Meyer, the Companys Chief Financial
Officer and Corporate secretary for financial reporting and corporate
compliance services for the three months ended December 31, 2009.

Investor
relations and travel costs combined were $46,297 for the three months ended
December 31, 2009 (2008 - $43,297). Management travelled to and participated in
several investor shows in North America. Midway has focussed its investor
relations efforts on increasing the markets awareness of Midway by travelling
to meet potential investors and reducing the number of retail investor shows it
attends.

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Professional fees
paid to lawyers and auditors increased in the three months ended December 31,
2009 of $24,878 (2008 - $211,491) are significantly lower than the fourth
quarter of 2008 when the category the final costs of the failed business
transaction with Golden Predator Mines Inc.

Salary
payments are to Midways staff based in Helena, Montana totalled $170,837 in
the three months ended December 31, 2009 (2008 - $222,786). The category
include the estimated fair value of stock based compensation for stock options
granted to employees, directors and officers in the period of $15,619 (2008 -
$17,233).

Interest
income in the three months ended December 31, 2009 was $8,093 (2008 - $10,727).

In the three
months ended December 31, 2009, the income tax recovery of $423,263 (2008 -
$1,130,000) and an unrealized foreign exchange (gain) loss of $(32,483) (2008 -
$1,097,385) relate to the US dollar denominated future income tax liability
recorded with the acquisition of Pan-Nevada and the Midway and Spring Valley
projects.

Summary of Quarterly Results (Unaudited)

|                                      |  |                                                                        |      |                       |   |      |  |       |      |     |   |       |  |      |       |       |   |       |  |   |       |  |   |       | 
|------------------------------------- |  | ---------------------------------------------------------------------- | ---- | --------------------- | - | ---- |  | ----- | ---- | --- | - | ----- |  | ---- | ----- | ----- | - | ----- |  | - | ----- |  | - | ----- | 
|                                      |  | 2009 Quarter Ended In                                                  |      | 2008 Quarter Ended In |  
|                                      |  |                                                                        |      |                       |  
|                                      |  | Dec                                                                    |      | Sept                  |   | June |  | March |      | Dec |   | Sept  |  | June |       | March |  
|                                      |  |                                                                        |      |                       |   |      |  |       |      |     |   |       |  |      |       |       |  
|                                      |  | ($ in thousands, except per share and total
 cash cost per ounce data) |     
|Revenue from the sale of minerals     |  | $                                                                      | Nil- |                       | $ | Nil  |  | $     | Nil  |     | $ | Nil   |  | $    | Nil-  |       | $ | Nil   |  | $ | Nil   |  | $ | Nil   | 
|Net loss                              |  |                                                                        | 68   |                       |   | 836  |  |       | 491  |     |   | 1,247 |  |      | 5,238 |       |   | 3,682 |  |   | 4,261 |  |   | 2,984 | 
|Net loss per share, basic and diluted |  |                                                                        | 0.00 |                       |   | 0.01 |  |       | 0.01 |     |   | 0.02  |  |      | 0.10  |       |   | 0.07  |  |   | 0.08  |  |   | 0.06  | 

Notes and Factors Affecting Comparability of
Quarters:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The Company
 is a mineral exploration company at the development stage and has no
 operating revenues.                                                                                                                                                                                                                                                                                                             
| | (2) | Stock based
 compensation costs are a non-cash expense and represent an estimate of the
 fair value of stock options granted. These expenses are often the largest
 item included in the Statement of Operations and they represent a significant
 source of variation in loss from quarter to quarter. Stock based compensation
 is allocated between salaries and benefits and mineral exploration
 expenditures.
| | (3) | Costs for
 the June 30 quarter tend to be higher due to printing and mailing of
 shareholder material for the Companys annual general meeting and costs of
 conducting this meeting.                                                                                                                                                                                                                              
| | (4) | Costs for
 the December 31 quarter also tend to be higher due to accruals for the annual
 audit. Administratively, management tends to critically review all
 exploration projects in detail at this time of year and makes decisions about
 which projects it wishes to continue and which projects it will abandon.                                                                                              

Financial Condition and Liquidity

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

Our auditors
report on our 2009 consolidated financial statements includes an additional
explanatory paragraph that states that our recurring losses from operation
raise substantial doubt about our ability to continue as a going concern. The
Company began the year with cash on hand of $2,416,438. During 2009 the Company
expended $2,818,251 on operations, invested a total of $379,516 in mineral
property and equipment net of proceeds on sale of surplus equipment, the
recovery of reclamation deposits and proceeds on sale of investments and raised
$3,521,651 from the exercise of stock options and share purchase warrants for
cash and the Company paid the final $1,000,000 owed on a promissory note to end
at December 31, 2009 with cash on hand of $1,740,322. The 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

56

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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
December 31, 2009, the Company had cash and cash equivalents of $1,740,322,
working capital of $1,472,127 and has accumulated losses of $56,267,603 since
inception.

Management
anticipates that the minimum cash requirements to fund its proposed exploration
program and continued operations will exceed the amount of cash on hand at
December 31, 2009. Accordingly, the Company does not have sufficient funds to
meet planned expenditures over the next twelve months, and will need to seek
additional debt or equity financing to meet its planned expenditures. The
Company plans to file a shelf-registration in the United States and Canada as
soon as practicable after March 31, 2010 pursuant to which the Company
subsequently intends to conduct equity offerings in 2010. There is no assurance
that the Company will be able to raise sufficient cash to fund its future
exploration programs and operational expenditures. These factors raise
substantial doubt regarding the Companys ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.

Recently, the
poor conditions in the U.S. housing market and the credit quality of mortgage
backed securities continued and worsened in 2008, 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
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 continued in
2009 and are likely to continue into 2010. 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 planned operating budget throughout
the current fiscal year. If costs increase substantially or we incur greater
losses than expected, our exploration activities and other operations will be
reliant upon equity financings to continue into the future. The current market
conditions could make it difficult or impossible for us to raise necessary
funds to meet our capital requirements. If we are unable to obtain financing
through equity investments, we will seek multiple solutions including, but not
limited to, credit facilities or debenture issuances.

In 2009, we
issued a total of 12,500,000 common shares pursuant to the exercise of share
purchase warrants for cash proceeds of $3,500,000 and 33,333 common shares
pursuant to the exercise of stock options for cash proceeds of $21,651.

As of March
26, 2010, there are 4,501,667 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.

Midway plans
to raise capital in 2010 to fund its continued exploration and development.

Contractual Obligations

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

Off-balance sheet arrangements

There are no
off balance sheet arrangements.

57

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Inflation

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

Environmental Compliance

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

Midway has an
obligation to reclaim its properties after the surface has been disturbed by
exploration methods at the site. As of December 31, 2009, we have accrued
$41,872 related to reclamation and other closure requirements at our
properties, compared to $98,514 from December 31, 2008. These liabilities are
covered by a combination of surety bonds and restricted cash totaling $279,126
at December 31, 2009 (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 December 31, 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, plant and equipment,
site reclamation and rehabilitation as well as the value assigned to
stock-based compensation expense. These estimates involve considerable judgment
and are, or could be, affected by significant factors that are out of our control.

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

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

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

58

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59

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Recent United States Accounting Pronouncements:

In June 2009,
the Financial Accounting Standards Board (FASB) issued new accounting
standards related to its accounting standards codification of the hierarchy of
generally accepted accounting principles. The new standard is the sole source
of authoritative generally accepted accounting principles of the United States
(U.S. GAAP) 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. The Codification superseded non-SEC accounting and reporting
standards. All accounting literature that is not in the Codification, not
issued by the SEC and not otherwise grandfathered is non-authoritative. The new
standard is effective for the Companys interim quarterly period beginning July
1, 2009. Pursuant to the provisions of FASB ASC 105, the Company has updated
the references to GAAP in its financial statements. The adoption had no impact
on the Companys consolidated financial position results of operations or cash
flows.

In May 2009,
FASB issued amendments to the fair value measurements and disclosures. The
amendments to the standard clarify that if the quoted price in an active market
for the identical liability is not available, fair value is measured: (1) using
a technique that uses (a) the quoted price of the identical liability when
traded as an asset, or (b) quoted prices of similar liabilities or similar
liabilities traded as assets, or (2) another technique consistent with the
principles of the standard. The amendments also provide that a restriction
preventing transfer of a liability does not need to be factored into the inputs
used in determining the fair value.

In June 2009,
the FASB issued new accounting standards to address the elimination of the
concept of a qualifying special purpose entity which also replaces the
quantitative-based risks and rewards calculation for determining which
enterprise has a controlling financial interest in a variable interest entity
with an approach focused on identifying which enterprise has the power to
direct the activities of a variable interest entity and the obligation to
absorb losses of the entity or the right to receive benefits from the entity.
Additionally, this standard provides more timely and useful information about
an enterprises involvement with a variable interest entity. The standard will
become effective in the first quarter of 2010. We are currently evaluating the
impact of this standard on our Consolidated Financial Statements.

In May 2009,
FASB issued new accounting standards on subsequent events that established
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, it 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. The new standard is effective for interim or annual periods ending after
June 15, 2009. Midway has evaluated all subsequent events through November 6,
2009, the date of filing of this Form 10-Q. The adoption of this standard did
not have a material effect on the Companys financial statements.

In April 2009,
the FASB issued new accounting standards on 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 new standard
provides additional guidance for estimating fair value in accordance with the
accounting standard on 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. The new standard is effective
for interim and annual reporting periods ending after June 15, 2009, and is
applied prospectively. The adoption of this standard did not have a material
effect on the Companys financial statements.

In April 2009,
the FASB issued new accounting standards on recognition and presentation of other-than-temporary
impairments. This 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

60

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financial statements.
The most significant change is a revision to the amount of other-than-temporary
loss of a debt security recorded in earnings. The new standard is effective for
interim and annual reporting periods ending after June 15, 2009. The adoption
of this standard did not have a material effect on the Companys financial
statements.

In April 2009,
the FASB issued new accounting standards on interim disclosures about fair
value of financial instruments The standard 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 standard 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 new accounting standards on disclosures
about derivative instruments and hedging activities that 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. The new standard 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. The
standard is effective for fiscal years and interim periods beginning after
November 15, 2008, and was applicable to the Companys fiscal year beginning
January 1, 2009. The adoption of the standard did not have a material impact on
the Companys consolidated financial statements.

In December
2007, the FASB issued new accounting standards on, business combinations that
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. The standard requires
retroactive adoption of the presentation and disclosure requirements for
existing minority interests and shall be applied prospectively on or after an
entitys fiscal year that begins on or after December 15, 2008. The standard
did not have a material impact on the Companys consolidated financial
statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.

Midway has no
publicly or privately traded securities or market instruments aside from our
own equity. The only publicly traded securities are the common shares of
Midway, which trade on NYSE Amex and TSX.V. 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 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.

61

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ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

Required
Supplementary Data regarding the fourth quarter of the fiscal year ended
December 31, 2009 is included under the section heading Item 7. Managements
Discussion and Analysis of Results of Operations and Financial Condition above
and is incorporated herein by reference.

The following
Consolidated Financial Statements of Midway Gold Corp., Report of Independent
Registered Chartered Accountants are filed as part of this Item 8 and are
included in this Annual Report filed on Form 10-K.

|                                                                                                     |     
|---------------------------------------------------------------------------------------------------- | ----
|                                                                                                     | Page
|                                                                                                     |     
|Report of
 Independent Registered Chartered Accountants                                              | F-2 
|Consolidated
 Balance Sheets as of December 31, 2009 and 2008                                        | F-3 
|Consolidated
 Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007          | F-4 
|Consolidated
 Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007          | F-5 
|Consolidated
 Statements of Comprehensive Loss for the Years Ended December 31, 2009, 2008
 and 2007 | F-6 
|Consolidated
 Statements of Stockholders Equity                                                     | F-6 
|Notes to the
 Consolidated Financial Statements                                                      | F-11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have
been no disagreements with KPMG LLP, our independent registered chartered
accountants, regarding any matter of accounting principles or practices or
financial statement disclosure.

|         |                        
|-------- | -----------------------
|ITEM 9A. | CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of
the period covered by this Annual Report on Form 10-K for the fiscal year ended
December 31, 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 ineffective in ensuring that: (i) information
required to be disclosed by the Company in reports that it files or submits to
the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in applicable rules and forms and (ii)
material information required to be disclosed in our reports filed under the
Exchange Act is accumulated and communicated to our management, including our
CEO and CFO, as appropriate, to allow for accurate and timely decisions
regarding required disclosure.

Managements Report on Internal Control over
Financial Reporting

The management
of Midway is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act
as a process designed by, or under the supervision of, the Companys principal
executive and principal financial officers and effected by the Companys Board
of Directors, management and other personnel, 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. The Companys internal control over financial
reporting includes those policies and procedures that:



| |   |                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------
| |  | pertain to
 the maintenance of records that, in reasonable detail, accurately and fairly
 reflect the transactions

62

---



| |   |                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | and
 dispositions of the assets of the Company;                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                
| |  | provide reasonable assurance that transactions are recorded as
 necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that receipts and expenditures
 of the Company are being made only in accordance with authorizations of
 management and directors of the Company; and
| |   |                                                                                                                                                                                                                                                                                                                                                
| |  | provide
 reasonable assurance regarding prevention or timely detections of
 unauthorized acquisition, use or disposition of the Companys assets that
 could have a material effect on the financial statements.                                                                                                                               

The Companys
management assessed the effectiveness of the Companys internal control over
financial reporting as of December 31, 2009. In making this assessment, it used
the criteria set forth in the Internal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management concluded that, as of December 31, 2009,
the Companys internal control over financial reporting is ineffective based on
those criteria and one material weakness was identified as outlined below.

The SEC has
defined a material weakness as a deficiency, or a combination of deficiencies
in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Companys annual financial
statements will not be prevented or detected on a timely basis.

| |    |                                                                                                                                                                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Financial
 Reporting                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                         
| |    | The
 Companys accounting personnel have limited expertise in US generally
 accepted accounting principles relating to in depth analysis and review of
 complex accounting transactions and implementation of new standards that may
 be material to the Companys financial statements.

This control
deficiency, which is pervasive in impact, did not result in a misstatement to
the financial statements; however, there is a reasonable possibility that a
material misstatement of the annual financial statements would not have been
prevented or detected on a timely basis.

This Annual
Report does not include an attestation report of KMPG LLP, an independent
registered public accounting firm that audited the Companys annual financial
statements included in this Annual Report, regarding internal control over
financial reporting. Managements report was not subject to attestation by the
Companys registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only managements report in this Annual
Report.

Changes in Internal Controls over Financial
Reporting

During the
period covered by this Annual Report on Form 10-K, the Company made changes to its
internal control over financial reporting. The Company segregated the duties
over transaction processes in the Companys 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 specifically, 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.

Remediation plans

The CFO and
Controller have taken steps and will continue to take steps to increase their
US GAAP knowledge by attendance at training seminars and on-line research to
allow them to identify issues and seek expert accounting advice where
necessary.

ITEM 9B. OTHER INFORMATION

None

63

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

Information
regarding directors of Midway is incorporated by reference in this Annual
Report on Form 10-K to the sections entitled Information on the Board of
Directors and Executive Officers, (Corporate Governance, Board Committees
and Other Governance Matters in our definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A in
connection with the 2010 annual meeting of shareholders (the Proxy Statement).

ITEM 11. EXECUTIVE COMPENSATION

Reference is
made to the information set forth under the section entitled Executive
Compensation in the Proxy Statement, which information is incorporated by
reference in this Annual Report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS

Reference is
made to the information set forth under the section entitled Beneficial
Ownership Table in the Proxy Statement, which information is incorporated by
reference in this Annual Report on Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Reference is
made to the information contained under the section entitled Interests of
Insiders and Others in Material Transactions contained in the Proxy Statement,
which information is incorporated by reference in this Annual Report on Form
10-K.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES

Reference is
made to the information contained under the section entitled Principal
Accountant Fees and Services contained in the Proxy Statement, which
information is incorporated by reference in this Annual Report on Form 10-K.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES

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

| |     |                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Our
 consolidated financial statements are listed on the Index to Financial
 Statements on Page F-1 to this report.                                                                                                
| |     |                                                                                                                                                                                                                      
| | (2) | Financial
 Statement Schedules (omitted because they are either not required, are not
 applicable, or the required information is disclosed in the Notes to the
 Consolidated Financial Statements or related notes).
| |     |                                                                                                                                                                                                                      
| | (3) | The
 following exhibits are filed with this Annual Report on Form 10-K or
 incorporated by reference.                                                                                                                

|                |                                                                                                                                                                                                                                                                                                                  
|--------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
 Number | Description                                                                                                                                                                                                                                                                                                      
|                |                                                                                                                                                                                                                                                                                                                  
|2.1             | Amended and
 Restated Arrangement Agreement between Midway Gold Corp. and Pan-Nevada Gold
 Corporation, dated February 26, 2007, 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.

64

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|     |                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                     
|4.1  | Form of
 Stock Certificate, 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.                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                     
|4.2  | Form of
 Warrant Certificate issued in connection with the November 2006 Private
 Placement, 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.                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                     
|4.3  | Form of
 Subscription Agreement for May 2006 Private Placement, 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.                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                     
|4.4  | Form of
 Subscription Agreement for November 2006 Private Placement, 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.                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                     
|10.1 | Option
 Amendment Agreement between Paul G. Schmidt and Mary Ann Schmidt and Thomas
 C. Patton and Linda Sue Patton and Midway Gold Corp., dated November 2, 2004,
 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.
|     |                                                                                                                                                                                                                                                                                                                                                     
|10.2 | Purchase and
 Sale Agreement between Paul G. Schmidt and MGC Resources Inc., dated
 August15, 2003, 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.                                                                
|     |                                                                                                                                                                                                                                                                                                                                                     
|10.3 | Purchase and
 Sale Agreement between Echo Bay Exploration Inc. and MGC Resources Inc. dated
 September 1, 2003, 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.                                                    
|     |                                                                                                                                                                                                                                                                                                                                                     
|10.4 | Sale Deed
 between Nevada Land and Resource Company LLC and MGC Resources Inc., dated
 October 5, 2005, 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.                                                            
|     |                                                                                                                                                                                                                                                                                                                                                     
|10.5 | Purchase and
 Sale Agreement between Coeur Rochester, Inc. and MGC Resources Inc., dated
 January 25, 2006, 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.                                                        
|     |                                                                                                                                                                                                                                                                                                                                                     
|10.6 | Mineral
 Lease Agreement and Option to Purchase between Lamonte J. Duffy and MGC
 Resources Inc., dated April 25, 2006, 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.                                            
|     |                                                                                                                                                                                                                                                                                                                                                     
|10.7 | Sale Deed
 between Seymork Investments Ltd. and MGC Resources Inc., dated May 5, 2006,
 previously filed with the initial registration statement on Form S-1 filed
 with the Securities and                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                     

65

---



|      |                                                                                                                                                                                                                                                                                                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | Exchange
 Commission on August 6, 2007 and incorporated herein by reference.                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                         
|10.8  | Mineral
 Lease Agreement and Option to Purchase between Dave Rowe, Randall Stoeberl
 and MGC Resources Inc., dated July 18, 2006, 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.      
|      |                                                                                                                                                                                                                                                                                                                         
|10.9  | Mineral
 Lease Agreement and Option to Purchase between Lamonte J. Duffy and MGC
 Resources Inc., dated October 25, 2006, 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.              
|      |                                                                                                                                                                                                                                                                                                                         
|10.10 | Mineral
 Lease Agreement and Option to Purchase between Dale Chabino and Diana Chabino
 and MGC Resources Inc., dated October 30, 2006, 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.
|      |                                                                                                                                                                                                                                                                                                                         
|10.11 | Mineral
 Lease Agreement between the Lyle Campbell Trust and Pan-Nevada Resources
 Corporation dated January 7, 2003, 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.                  
|      |                                                                                                                                                                                                                                                                                                                         
|10.12 | Mineral
 Lease Agreement and Option to Purchase between George D. Duffy and MGC
 Resources Inc. dated June 1, 2007, 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.                    
|      |                                                                                                                                                                                                                                                                                                                         
|10.13 | Stock Option
 Plan of Midway Gold Corp., 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.                                                                                               
|      |                                                                                                                                                                                                                                                                                                                         
|10.14 | Stock Option
 Plan of Midway Gold Corp.  Form of Stock Option Agreement, previously filed
 with Amendment No.1 to the initial registration statement on Form S-1/A filed
 with the Securities and Exchange Commission on September 27, 2007 and
 incorporated herein by reference.                                     
|      |                                                                                                                                                                                                                                                                                                                         
|10.15 | Employment
 Agreement between Alan Branham and Midway Gold Corp. 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.                                                                       
|      |                                                                                                                                                                                                                                                                                                                         
|10.16 | Contracting
 Agreement between Doris Meyer, Golden Oak Corporate Services Ltd. and Midway
 Gold Corp. dated December 1, 2006, 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.          
|      |                                                                                                                                                                                                                                                                                                                         
|10.17 | Consulting
 Agreement between Kelly Hyslop and Midway, 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.                                                                                 
|      |                                                                                                                                                                                                                                                                                                                         
|10.18 | Consulting
 Agreement between John Watson, 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.                                                                                             
|      |                                                                                                                                                                                                                                                                                                                         
|10.19 | Assignment
 agreement with Martin H. Webster, Donald H. Jones, Michael C. Agran, Virginia
 Genest, Wallace Stephens, and Sandra Newmark dated June 25, 2008, previously
 filed on Form                                                                                                                                  

66

---



|      |                                                                                                                                                                                                  
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 10-Q filed
 with the Securities and Exchange Commission on August 14, 2008.                                                                                                                      
|      |                                                                                                                                                                                                  
|10.20 | Letter of
 Intent with Kinross dated May 28, 2008, previously filed on Form 10-Q filed
 with the Securities and Exchange Commission on November 14, 2008                                         
|      |                                                                                                                                                                                                  
|10.21 | Letter of
 Intent with Hecla dated May 28, 2008, previously filed on Form 10-Q filed
 with the Securities and Exchange Commission on November 14, 2008                                           
|      |                                                                                                                                                                                                  
|10.22 | Terms Sheet
 between MGC and Barrick Gold dated October 17, 2008, previously filed on Form
 10-Q filed with the Securities and Exchange Commission on November 14, 2008                          
|      |                                                                                                                                                                                                  
|10.23 | 2008 Stock
 Option Plan, previously filed on Form 8-K filed with the Securities and
 Exchange Commission on January 15, 2009                                                                     
|      |                                                                                                                                                                                                  
|10.24 | Exploration,
 Development and Mine Operating Agreement dated effective March 10, 2009,
 previously filed with the Securities and Exchange Commission on March 16,
 2009                          
|      |                                                                                                                                                                                                  
|14.1  | Code of
 Ethics, 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.
|      |                                                                                                                                                                                                  
|21    | Subsidairies of the
 Company                                                                                                                                                                     
|      |                                                                                                                                                                                                  
|23.1  | Consent of
 KPMG LLP                                                                                                                                                                             
|      |                                                                                                                                                                                                  
|23.2  | Consent of
 Eric Chapman, Snowden Mining Industry Consultants Inc.                                                                                                                               
|      |                                                                                                                                                                                                  
|23.3  | Consent of
 Thom Seal, Differential Engineering Inc.                                                                                                                                             
|      |                                                                                                                                                                                                  
|23.4  | Consent of
 Eric LeLacheur and Don Harris                                                                                                                                                        
|      |                                                                                                                                                                                                  
|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   

|99.1 |  | Consolidated Financial Statements, Years ended December 31, 2009, 2008 and 2007
|---- |  | -------------------------------------------------------------------------------



67



---



SIGNATURES

Pursuant to
the requirements of Section 13 or 15(d) 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.
|                |                   |                                                
|March 30,
 2010 | By:               | /s/ Dan Wolfus                                 
|                |                   |                                                
|                |                   | Daniel
 Wolfus                                 
|                |                   | Chairman,
 Chief Executive Officer and Director
|                |                   | (Principal
 Executive Officer)                 

Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

|                     |  |                                                |  |                
|-------------------- |  | ---------------------------------------------- |  | ---------------
|Name                 |  | Title                                          |  | Date           
|                     |  |                                                |  |                
|/s/ George
 T. Hawes |  |                                                |  |                
|                     |  |                                                |  |                
|George T.
 Hawes     |  | Director                                       |  | March 30,
 2010
|                     |  |                                                |  |                
|/s/ Alan
 Branham    |  |                                                |  |                
|                     |  |                                                |  |                
|Alan Branham         |  | Director                                       |  | March 30,
 2010
|                     |  |                                                |  |                
|/s/ Roger
 Newell    |  |                                                |  |                
|                     |  |                                                |  |                
|Roger Newell         |  | Director                                       |  | March 30,
 2010
|                     |  |                                                |  |                
|                     |  |                                                |  |                
|/s/ Frank Yu         |  |                                                |  |                
|                     |  |                                                |  |                
|Frank Yu             |  | Director                                       |  | March 30,
 2010
|                     |  |                                                |  |                
|/s/ Doris A.
 Meyer  |  | Chief
 Financial Officer and Corporate         |  |                
|                     |  | Secretary
 (Principal Financial and Accounting |  | March 30,
 2010
|Doris A.
 Meyer      |  | Officer)                                       |  |                

68

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                     |     
|---------------------------------------------------------------------------------------------------- | ----
|Report of
 Independent Registered Chartered Accountants                                              | F-2 
|Consolidated
 Balance Sheets as of December 31, 2009 and 2008                                        | F-3 
|Consolidated
 Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007          | F-4 
|Consolidated
 Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007          | F-5 
|Consolidated
 Statements of Comprehensive Loss for the Years Ended December 31, 2009, 2008
 and 2007 | F-6 
|Consolidated
 Statements of Stockholders Equity                                                     | F-7 
|Notes to the
 Consolidated Financial Statements                                                      | F-11

69

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INDEX TO EXHIBITS

|                |  |                                                                                                                                                                                                                                                                                                                                                     
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
 Number |  | Exhibit Number                                                                                                                                                                                                                                                                                                                                      
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|2.1             |  | Amended and
 Restated Arrangement Agreement between Midway Gold Corp. and Pan-Nevada Gold
 Corporation, dated February 26, 2007, 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.                                   
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|3.1             |  | 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.                                                                                                                                                         
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|4.1             |  | Form of
 Stock Certificate, 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.                                                                                                                                        
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|4.2             |  | Form of Warrant
 Certificate issued in connection with the November 2006 Private Placement,
 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.                                                                       
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|4.3             |  | Form of
 Subscription Agreement for May 2006 Private Placement, 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.                                                                                                    
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|4.4             |  | Form of
 Subscription Agreement for November 2006 Private Placement, 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.                                                                                              
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|10.1            |  | Option
 Amendment Agreement between Paul G. Schmidt and Mary Ann Schmidt and Thomas
 C. Patton and Linda Sue Patton and Midway Gold Corp., dated November 2, 2004,
 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.
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|10.2            |  | Purchase and
 Sale Agreement between Paul G. Schmidt and MGC Resources Inc., dated August
 15, 2003, 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.                                                               
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|10.3            |  | Purchase and
 Sale Agreement between Echo Bay Exploration Inc. and MGC Resources Inc. dated
 September 1, 2003, 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.                                                    
|                |  |                                                                                                                                                                                                                                                                                                                                                     
|10.4            |  | Sale Deed
 between Nevada Land and Resource Company LLC and MGC Resources Inc., dated
 October 5, 2005, previously filed with the initial                                                                                                                                                                                                           

70

---



|      |  |                                                                                                                                                                                                                                                                                                                         
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  | registration
 statement on Form S-1 filed with the Securities and Exchange Commission on
 August 6, 2007 and incorporated herein by reference.                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.5  |  | Purchase and
 Sale Agreement between Coeur Rochester, Inc. and MGC Resources Inc., dated
 January 25, 2006, 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.                            
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.6  |  | Mineral
 Lease Agreement and Option to Purchase between Lamonte J. Duffy and MGC
 Resources Inc., dated April 25, 2006, 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.                
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.7  |  | Sale Deed
 between Seymork Investments Ltd. and MGC Resources Inc., dated May 5, 2006,
 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.                                                
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.8  |  | Mineral
 Lease Agreement and Option to Purchase between Dave Rowe, Randall Stoeberl
 and MGC Resources Inc., dated July 18, 2006, 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.      
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.9  |  | Mineral
 Lease Agreement and Option to Purchase between Lamonte J. Duffy and MGC
 Resources Inc., dated October 25, 2006, 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.              
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.10 |  | Mineral
 Lease Agreement and Option to Purchase between Dale Chabino and Diana Chabino
 and MGC Resources Inc., dated October 30, 2006, 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.
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.11 |  | Mineral
 Lease Agreement between the Lyle Campbell Trust and Pan-Nevada Resources
 Corporation dated January 7, 2003, 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.                  
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.12 |  | Mineral
 Lease Agreement and Option to Purchase between George D. Duffy and MGC
 Resources Inc. dated June 1, 2007, 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.                    
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.13 |  | Stock Option
 Plan of Midway Gold Corp., 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.                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.14 |  | Stock Option
 Plan of Midway Gold Corp.  Form of Stock Option Agreement, previously filed
 with Amendment No.1 to the initial registration statement on Form S-1/A filed
 with the Securities and Exchange Commission on September 27, 2007 and
 incorporated herein by reference.                                     
|      |  |                                                                                                                                                                                                                                                                                                                         
|10.15 |  | Employment
 Agreement between Alan Branham and Midway Gold Corp. previously filed with
 the initial registration statement on Form S-1 filed with the                                                                                                                                                                   

71

---



|      |  |                                                                                                                                                                                                                                                                                                               
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  | Securities
 and Exchange Commission on August 6, 2007 and incorporated herein by
 reference.                                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                               
|10.16 |  | Contracting
 Agreement between Doris Meyer, Golden Oak Corporate Services Ltd. and Midway
 Gold Corp. dated December 1, 2006, 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.
|      |  |                                                                                                                                                                                                                                                                                                               
|10.17 |  | Consulting
 Agreement between Kelly Hyslop and Midway, 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.                                                                       
|      |  |                                                                                                                                                                                                                                                                                                               
|10.18 |  | Consulting
 Agreement between John Watson, 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.                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                               
|10.19 |  | Assignment
 agreement with Martin H. Webster, Donald H. Jones, Michael C. Agran, Virginia
 Genest, Wallace Stephens, and Sandra Newmark dated June 25, 2008, previously
 filed on Form 10-Q filed with the Securities and Exchange Commission on
 August 14, 2008.                                            
|      |  |                                                                                                                                                                                                                                                                                                               
|10.20 |  | Letter of
 Intent with Kinross dated May 28, 2008, previously filed on Form 10- Q filed
 with the Securities and Exchange Commission on November 14, 2008                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                               
|10.21 |  | Letter of
 Intent with Hecla dated May 28, 2008, previously filed on Form 10-Q filed
 with the Securities and Exchange Commission on November 14, 2008                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                               
|10.22 |  | Terms Sheet
 between MGC and Barrick Gold dated October 17, 2008, previously filed on Form
 10-Q filed with the Securities and Exchange Commission on November 14, 2008                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                               
|10.23 |  | 2008 Stock
 Option Plan, previously filed on Form 8-K filed with the Securities and
 Exchange Commission on January 15, 2009                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                               
|10.24 |  | Exploration,
 Development and Mine Operating Agreement dated effective March 10, 2009,
 previously filed with the Securities and Exchange Commission on March 16,
 2009                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                               
|14.1  |  | Code of
 Ethics, 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.                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                               
|21    |  | Subsidiaries
 of the Company                                                                                                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                               
|23.1  |  | Consent of
 KPMG LLP                                                                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                               
|23.2  |  | Consent of
 Eric Chapman, Snowden Mining Industry Consultants Inc.                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                               
|23.3  |  | Consent of
 Thom Seal, Differential Engineering Inc.                                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                               
|23.4  |  | Consent of
 Eric LeLacheur and Don Harris                                                                                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                               
|31.1  |  | Certification
 of Chief Executive Officer pursuant to Rule 13a-15(f) of the Exchange Act                                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                               

72

---



|     |  |                                                                                                                                                                                               
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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

|99.1 |  | Consolidated Financial Statements, Years ended December 31, 2009, 2008 and 2007
|---- |  | -------------------------------------------------------------------------------





73

---