(LOGO)







MIDWAY GOLD CORP.

(an exploration stage company)

CONSOLIDATED FINANCIAL STATEMENTS 
(Expressed in Canadian dollars)

Years ended December 31, 2009, 2008 and 2007



















F1

---



(LOGO)

| |                                   |           |               
| | --------------------------------- | --------- | --------------
| | KPMG LLP                          | Telephone | (604) 691-3000
| | Chartered
 Accountants            | Fax       | (604) 691-3031
| | PO Box 10426 777 Dunsmuir
 Street | Internet  | www.kpmg.ca   
| | Vancouver BC V7Y 1K3              |           |               
| | Canada                            |           |               

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders 
of Midway Gold Corp.

We
have audited the accompanying consolidated balance sheets of Midway Gold Corp.
as at December 31, 2009 and 2008 and the consolidated statements of operations,
cash flows, comprehensive loss and stockholders equity for each of the years
in the three-year period ended December 31, 2009. These consolidated financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our audit opinions.

In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2009 and 2008. and the results of its operations and its cash
flows for each of the years in the three-year in the period ended December 31,
2009 in conformity with accounting principles generally accepted in the United
States of America.

The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a net capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Managements plans in regard
to these matters are also described in note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/KPMG
LLP

KPMG
LLP 
Chartered Accountants 
Vancouver, Canada

February
19, 2010

| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | KPMG LLP, a Canadian
 limited liability partnership is the Canadian 
 member firm of KPMG International, a Swiss cooperative.
| |                                                                                                                              

F2

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MIDWAY GOLD CORP.(an
exploration stage company) 
CONSOLIDATED BALANCE SHEETS 
(Expressed in Canadian dollars)

|                                                   |  |                   |             |                       |   |             |  
|-------------------------------------------------- |  | ----------------- | ----------- | --------------------- | - | ----------- | -
|                                                   |  |                   |             |                       |  
|                                                   |  | December 31, 2009 |             | December 31, 2008     |  
|                                                   |  |                   |             |                       |  
|                                                   |  |                   |             | Revised - (note 2(p)) |  
|Assets                                             |  |                   |             |                       |   |             |  
|Current assets:                                    |  |                   |             |                       |   |             |  
|Cash and cash equivalents                          |  | $                 | 1,740,322   |                       | $ | 2,416,438   |  
|Amounts receivable (note
6)                        |  |                   | 120,735     |                       |   | 86,451      |  
|Prepaid expenses                                   |  |                   | 14,088      |                       |   | 30,577      |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   | 1,875,145   |                       |   | 2,533,466   |  
|                                                   |  |                   |             |                       |   |             |  
|Investments (note 4)                               |  |                   |            |                       |   | 346,675     |  
|Reclamation deposit (note 7)                       |  |                   | 279,126     |                       |   | 517,711     |  
|Equipment (note 5)                                 |  |                   | 86,985      |                       |   | 218,325     |  
|Mineral properties (note 6)                        |  |                   | 49,251,838  |                       |   | 48,325,628  |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  | $                 | 51,493,094  |                       | $ | 51,941,805  |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   |             |                       |   |             |  
|Liabilities and Stockholders'
Equity               |  |                   |             |                       |   |             |  
|                                                   |  |                   |             |                       |   |             |  
|Current liabilities                                |  |                   |             |                       |   |             |  
|Accounts payable and accrued
liabilities           |  | $                 | 403,018     |                       | $ | 369,012     |  
|Accrued interest payable (note
9)                  |  |                   |            |                       |   | 7,918       |  
|Promissory note (note 9)                           |  |                   |            |                       |   | 1,000,000   |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   | 403,018     |                       |   | 1,376,930   |  
|                                                   |  |                   |             |                       |   |             |  
|Future income tax liability (note
14)              |  |                   | 8,331,605   |                       |   | 9,838,117   |  
|                                                   |  |                   |             |                       |   |             |  
|Stockholders' equity (note 8)                      |  |                   |             |                       |   |             |  
|Common stock authorized -
unlimited, no par
 value |  |                   |             |                       |   |             |  
|Issued - 77,354,997 (2008 -
64,821,664)            |  |                   | 92,670,965  |                       |   | 88,181,641  |  
|Additional paid in
capital                         |  |                   | 6,355,109   |                       |   | 6,170,544   |  
|Deficit accumulated during the
exploration
 stage  |  |                   | (56,267,603 | )                     |   | (53,625,427 | )
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   | 42,758,471  |                       |   | 40,726,758  |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  | $                 | 51,493,094  |                       | $ | 51,941,805  |  
|                                                   |  |                   |             |                       |   |             |  

Nature of operations and going
concern (note 1) 
Commitments (note 6) 
Contingency (note 10) 
Subsequent events (note 6)

Approved on behalf of the
Board:

|                        |                        
|----------------------- | -----------------------
|George Hawes Director | Alan Branham Director

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

F3

---



MIDWAY GOLD CORP.(an
exploration stage company) 
CONSOLIDATED STATEMENTS OF OPERATIONS 
Expressed in Canadian dollars)

|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|------------------------------------------------ |  | ---------------------------- | ---------- | ---------------------------- | - | ---------------------------- | - | -------------------------------------------------------------------- | ---------- | - | - | ---------- | -
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |           
|                                                 |  | Year ended December 31, 2009 |            | Year ended December 31, 2008 |   | Year ended December 31, 2007 |   | Cumulative period from inception (Mar 14, 1996) to December 31, 2009 |           
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |           
|                                                 |  |                              |            |                              |   |                              |   | (unaudited)                                                          |           
|Expenses                                         |  |                              |            |                              |   |                              |   | Revised - (note 2(p))                                                |           
|Consulting                                       |  | $                            | 100,756    |                              | $ | 223,518                      |   | $                                                                    | 121,133    |   | $ | 624,189    |  
|Depreciation                                     |  |                              | 118,916    |                              |   | 126,399                      |   |                                                                      | 67,650     |   |   | 609,284    |  
|Gain on sale of
subsidiary                       |  |                              |           |                              |   |                             |   |                                                                      |           |   |   | (2,806,312 | )
|Interest and bank charges                        |  |                              | 28,500     |                              |   | 40,256                       |   |                                                                      | 5,131      |   |   | 886,083    |  
|Investor relations                               |  |                              | 72,166     |                              |   | 123,027                      |   |                                                                      | 243,989    |   |   | 1,097,750  |  
|Legal, audit and
accounting                      |  |                              | 493,568    |                              |   | 610,497                      |   |                                                                      | 374,777    |   |   | 2,344,355  |  
|Management fees                                  |  |                              | (29,271    | )                            |   |                             |   |                                                                      |           |   |   | 235,729    |  
|Mineral exploration expenditures
(schedule)      |  |                              | 1,041,425  |                              |   | 9,085,990                    |   |                                                                      | 10,038,930 |   |   | 43,902,221 |  
|Mineral property interests written
off
 (note 6) |  |                              |           |                              |   | 4,246,565                    |   |                                                                      |           |   |   | 4,271,754  |  
|Office and administration (note
11)              |  |                              | 203,361    |                              |   | 184,189                      |   |                                                                      | 169,790    |   |   | 1,302,740  |  
|Salaries and benefits                            |  |                              | 1,693,147  |                              |   | 1,076,408                    |   |                                                                      | 1,613,624  |   |   | 7,645,970  |  
|Transfer agent and filing
fees                   |  |                              | 91,503     |                              |   | 129,524                      |   |                                                                      | 72,006     |   |   | 484,776    |  
|Travel                                           |  |                              | 110,104    |                              |   | 136,431                      |   |                                                                      | 124,092    |   |   | 778,646    |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|Operating loss                                   |  |                              | 3,924,175  |                              |   | 15,982,804                   |   |                                                                      | 12,831,122 |   |   | 61,377,185 |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|Other income (expenses):                         |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|Foreign exchange gain
(loss)                     |  |                              | 832,783    |                              |   | (1,473,709                   | ) |                                                                      | 1,108,258  |   |   | 665,370    |  
|Interest and investment
income                   |  |                              | 15,260     |                              |   | 117,886                      |   |                                                                      | 330,873    |   |   | 842,872    |  
|Loss on sale of equipment                        |  |                              | (3,057     | )                            |   | (1,769                       | ) |                                                                      | (1,115     | ) |   | (5,941     | )
|Gain (loss) on sale of investments
(note 4)      |  |                              | 53,850     |                              |   | (9,773                       | ) |                                                                      |           |   |   | 44,077     |  
|Investment write down (note
4)                   |  |                              | (100,000   | )                            |   | (592,225                     | ) |                                                                      | (30,000    | ) |   | (722,225   | )
|Other income                                     |  |                              |           |                              |   |                             |   |                                                                      |           |   |   | 87,221     |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|                                                 |  |                              | 798,836    |                              |   | (1,959,590                   | ) |                                                                      | 1,408,016  |   |   | 911,374    |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|Net loss before income tax                       |  |                              | 3,125,339  |                              |   | 17,942,394                   |   |                                                                      | 11,423,106 |   |   | 60,465,811 |  
|Income tax recovery (note
14)                    |  |                              | 483,163    |                              |   | 1,777,000                    |   |                                                                      | 757,000    |   |   | 4,198,208  |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|Net loss                                         |  | $                            | 2,642,176  |                              | $ | 16,165,394                   |   | $                                                                    | 10,666,106 |   | $ | 56,267,603 |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|Basic and diluted loss per share                 |  | $                            | 0.04       |                              | $ | 0.31                         |   | $                                                                    | 0.24       |   |   |            |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  
|Weighted average number of shares
 outstanding   |  |                              | 73,050,522 |                              |   | 52,791,751                   |   |                                                                      | 43,992,302 |   |   |            |  
|                                                 |  |                              |            |                              |   |                              |   |                                                                      |            |   |   |            |  

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

F4

---



MIDWAY GOLD CORP.(An exploration
stage company) 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Expressed in Canadian dollars)

|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|------------------------------------------------- |  | ---------------------------- | ---------- | ---------------------------- | - | ---------------------------- | - | -------------------------------------------------------------------- | ----------- | - | - | ----------- | -
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |            
|                                                  |  | Year ended December 31, 2009 |            | Year ended December 31, 2008 |   | Year ended December 31, 2007 |   | Cumulative period from inception (Mar 14, 1996) to December 31, 2009 |            
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |            
|Cash provided by (used in):                       |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Operating activities:                             |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Net loss                                          |  | $                            | (2,642,176 | )                            | $ | (16,165,394                  | ) | $                                                                    | (10,666,106 | ) | $ | (55,877,648 | )
|Items not involving cash:                         |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Depreciation                                      |  |                              | 118,916    |                              |   | 126,399                      |   |                                                                      | 67,650      |   |   | 609,284     |  
|Stock-based compensation                          |  |                              | 1,152,238  |                              |   | 501,028                      |   |                                                                      | 1,502,912   |   |   | 6,136,131   |  
|Unrealized foreign exchange loss
(gain)           |  |                              | (1,023,349 | )                            |   | 1,669,594                    |   |                                                                      | (1,211,933  | ) |   | (859,975    | )
|Investment write down                             |  |                              | 100,000    |                              |   | 592,225                      |   |                                                                      | 30,000      |   |   | 722,225     |  
|Non-cash interest expense                         |  |                              |           |                              |   |                             |   |                                                                      |            |   |   | 234,765     |  
|Income tax recovery                               |  |                              | (483,163   | )                            |   | (1,777,000                   | ) |                                                                      | (757,000    | ) |   | (4,588,163  | )
|Gain on sale of
subsidiary                        |  |                              |           |                              |   |                             |   |                                                                      |            |   |   | (2,806,312  | )
|Loss on sale of equipment                         |  |                              | 3,057      |                              |   | 1,769                        |   |                                                                      | 1,115       |   |   | 5,941       |  
|Loss (gain) on sale of
investments                |  |                              | (53,850    | )                            |   | 9,773                        |   |                                                                      |            |   |   | (44,077     | )
|Write off of mineral property
interests           |  |                              |           |                              |   | 4,246,565                    |   |                                                                      |            |   |   | 4,271,754   |  
|Change in non-cash working capital
items:         |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Amounts receivable                                |  |                              | (32,501    | )                            |   | 21,913                       |   |                                                                      | (6,067      | ) |   | (102,448    | )
|Prepaid expenses                                  |  |                              | 16,489     |                              |   | 58,885                       |   |                                                                      | (8,975      | ) |   | (34,130     | )
|Accounts payable and accrued
liabilities          |  |                              | 34,006     |                              |   | (149,412                     | ) |                                                                      | (112,226    | ) |   | 498,023     |  
|Accrued interest payable                          |  |                              | (7,918     | )                            |   | 7,918                        |   |                                                                      |            |   |   |            |  
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|                                                  |  |                              | (2,818,251 | )                            |   | (10,855,737                  | ) |                                                                      | (11,160,630 | ) |   | (51,834,630 | )
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Investment activities:                            |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Proceeds on sale of
subsidiary                    |  |                              |           |                              |   |                             |   |                                                                      |            |   |   | 254,366     |  
|Proceeds on sale of
equipment                     |  |                              | 17,886     |                              |   | 919                          |   |                                                                      | 694         |   |   | 19,499      |  
|Proceeds on sale of mineral
property              |  |                              |           |                              |   |                             |   |                                                                      | 233,459     |   |   | 233,459     |  
|Proceeds on sale of
investments                   |  |                              | 300,525    |                              |   | 21,327                       |   |                                                                      |            |   |   | 321,852     |  
|Mineral property
acquisitions                     |  |                              | (926,210   | )                            |   | (3,676,287                   | ) |                                                                      | (3,832,280  | ) |   | (20,837,021 | )
|Deferred acquisition
costs                        |  |                              |           |                              |   |                             |   |                                                                      |            |   |   | (23,316     | )
|Purchase of equipment                             |  |                              | (10,302    | )                            |   | (110,086                     | ) |                                                                      | (240,163    | ) |   | (1,706,995  | )
|Reclamation deposit                               |  |                              | 238,585    |                              |   | (168,472                     | ) |                                                                      | (104,061    | ) |   | (694,509    | )
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|                                                  |  |                              | (379,516   | )                            |   | (3,932,599                   | ) |                                                                      | (3,942,351  | ) |   | (22,432,665 | )
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Financing activities:                             |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Advance from Red Emerald
Ltd.                     |  |                              |           |                              |   |                             |   |                                                                      |            |   |   | 12,010,075  |  
|Common stock issued, net of issue
costs           |  |                              | 3,521,651  |                              |   | 7,879,494                    |   |                                                                      | 14,859,422  |   |   | 57,672,937  |  
|Promissory note                                   |  |                              |           |                              |   | 2,000,000                    |   |                                                                      |            |   |   | 2,000,000   |  
|Repayment of promissory
note                      |  |                              | (1,000,000 | )                            |   | (1,000,000                   | ) |                                                                      |            |   |   | (2,000,000  | )
|Convertible debenture                             |  |                              |           |                              |   |                             |   |                                                                      |            |   |   | 6,324,605   |  
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|                                                  |  |                              | 2,521,651  |                              |   | 8,879,494                    |   |                                                                      | 14,859,422  |   |   | 76,007,617  |  
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|(Decrease) increase in cash and cash
 equivalents |  |                              | (676,116   | )                            |   | (5,908,842                   | ) |                                                                      | (243,559    | ) |   | 1,740,322   |  
|Cash and cash equivalents, beginning of
 year     |  |                              | 2,416,438  |                              |   | 8,325,280                    |   |                                                                      | 8,568,839   |   |   |            |  
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  
|Cash and cash equivalents, end of year            |  | $                            | 1,740,322  |                              | $ | 2,416,438                    |   | $                                                                    | 8,325,280   |   | $ | 1,740,322   |  
|                                                  |  |                              |            |                              |   |                              |   |                                                                      |             |   |   |             |  

Supplementary information -
note 13

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

F5

---



MIDWAY GOLD CORP.(An
exploration stage company) 
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS 
(Expressed in Canadian dollars)

|                                                         |  |                                |           |                                |   |                                |   |   |            | 
|-------------------------------------------------------- |  | ------------------------------ | --------- | ------------------------------ | - | ------------------------------ | - | - | ---------- | 
|                                                         |  | Year ended
 December
 31, 2009 |           | Year ended
 December
 31, 2008 |   | Year ended
 December
 31, 2007 |  
|                                                         |  |                                |           |                                |   |                                |  
|Net loss for the period before other
 comprehensive loss |  | $                              | 2,642,176 |                                | $ | 16,165,394                     |   | $ | 10,666,106 | 
|Unrealized (gain) loss on
investment                     |  |                                | (53,850   | )                              |   | 502,225                        |   |   | 120,000    | 
|Realized gain on sale of
investments                     |  |                                | 53,850    |                                |   |                               |   |   |           | 
|Investment write-down                                    |  |                                |          |                                |   | (622,225                       | ) |   |           | 
|                                                         |  |                                |           |                                |   |                                |   |   |            | 
|Comprehensive loss                                       |  | $                              | 2,642,176 |                                | $ | 16,045,394                     |   | $ | 10,786,106 | 
|                                                         |  |                                |           |                                |   |                                |   |   |            | 

MIDWAY GOLD CORP.(An
exploration stage company) 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 
(Expressed in Canadian dollars)

|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|--------------------------------------------------- |  | ---------------- | ---------- | ------------ | - | ---------------------------- | - | -------------------------------------- | ------- | ---------------------------------------------------- | - | ---------------------------- |  | - | ----------- | - | - | ---------- | -
|                                                    |  | Number of shares |            | Common stock |   | Additional paid-in 
 capital |   | Accumulated other 
 comprehensive loss |         | Accumulated deficit 
 during the 
 exploration stage |   | Total stockholders 
 equity | 
|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              | 
|Balance, May 14, 1996 (date of
inception)           |  |                  |           |              | $ |                             |   | $                                      |        |                                                      | $ |                             |  | $ |            |   | $ |           |  
|Shares issued:                                      |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Private placements                                  |  |                  | 700,000    |              |   | 168,722                      |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 168,722    |  
|Net loss                                            |  |                  |           |              |   |                             |   |                                        |        |                                                      |   |                             |  |   | (114,800    | ) |   | (114800    | )
|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Balance, December 31, 1996                          |  |                  | 700,000    |              |   | 168,722                      |   |                                        |        |                                                      |   |                             |  |   | (114,800    | ) |   | 53,922     |  
|Shares issued:                                      |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Initial public offering                             |  |                  | 2,025,000  |              |   | 590,570                      |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 590,570    |  
|Principal shares                                    |  |                  | 750,000    |              |   | 7,500                        |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 7,500      |  
|Private placement                                   |  |                  | 1,000,000  |              |   | 1,932,554                    |   |                                        | 321,239 |                                                      |   |                             |  |   |            |   |   | 2,253,793  |  
|Exercise of share purchase
warrants                 |  |                  | 1,000,000  |              |   | 2,803,205                    |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 2,803,205  |  
|Acquisition of mineral property
interest            |  |                  | 1,000,000  |              |   | 2,065,500                    |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 2,065,500  |  
|Finders fee                                         |  |                  | 150,000    |              |   | 309,825                      |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 309,825    |  
|Net loss                                            |  |                  |           |              |   |                             |   |                                        |        |                                                      |   |                             |  |   | (2027672    | ) |   | (2027672   | )
|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Balance, December 31, 1997                          |  |                  | 6,625,000  |              |   | 7,877,876                    |   |                                        | 321,239 |                                                      |   |                             |  |   | (2,142,472  | ) |   | 6,056,643  |  
|Shares issued:                                      |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Exercise of share purchase
warrants                 |  |                  | 100,000    |              |   | 332,124                      |   |                                        | (32,124 | )                                                    |   |                             |  |   |            |   |   | 300,000    |  
|Acquisition of mineral property
interest            |  |                  | 200,000    |              |   | 246,000                      |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 246,000    |  
|Finders fee                                         |  |                  | 150,000    |              |   | 224,250                      |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 224,250    |  
|Net loss                                            |  |                  |           |              |   |                             |   |                                        |        |                                                      |   |                             |  |   | (1943,674   | ) |   | (1943,674  | )
|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Balance, December 31, 1998                          |  |                  | 7,075,000  |              |   | 8,680,250                    |   |                                        | 289,115 |                                                      |   |                             |  |   | (4,086,146  | ) |   | 4,883,219  |  
|Consolidation of shares on a two for one
 new basis |  |                  | (3,537,500 | )            |   |                             |   |                                        |        |                                                      |   |                             |  |   |            |   |   |           |  
|Net loss                                            |  |                  |           |              |   |                             |   |                                        |        |                                                      |   |                             |  |   | (2,378,063  | ) |   | (2,378,063 | )
|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Balance, December 31, 1999                          |  |                  | 3,537,500  |              |   | 8,680,250                    |   |                                        | 289,115 |                                                      |   |                             |  |   | (6,464,209  | ) |   | 2,505,156  |  
|Net loss                                            |  |                  |           |              |   |                             |   |                                        |        |                                                      |   |                             |  |   | (4,718,044  | ) |   | (4,718,044 | )
|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Balance, December 31, 2000                          |  |                  | 3,537,500  |              |   | 8,680,250                    |   |                                        | 289,115 |                                                      |   |                             |  |   | (11,182,253 | ) |   | (2,212,888 | )
|Net earnings                                        |  |                  |           |              |   |                             |   |                                        |        |                                                      |   |                             |  |   | 2,427,256   |   |   | 2,427,256  |  
|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Balance, December 31, 2001                          |  |                  | 3,537,500  |              |   | 8,680,250                    |   |                                        | 289,115 |                                                      |   |                             |  |   | (8,754,997  | ) |   | 214,368    |  
|Shares issued:                                      |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Private placement                                   |  |                  | 4,824,500  |              |   | 2,133,786                    |   |                                        | 246,839 |                                                      |   |                             |  |   |            |   |   | 2,380,625  |  
|Exercise of share purchase
warrants                 |  |                  | 4,028,000  |              |   | 1,007,000                    |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 1,007,000  |  
|Exercise of stock options                           |  |                  | 32,000     |              |   | 12,800                       |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 12,800     |  
|Financing shares issued                             |  |                  | 31,250     |              |   | 35,000                       |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 35,000     |  
|Acquisition of mineral property
interest            |  |                  | 4,500,000  |              |   | 3,600,000                    |   |                                        |        |                                                      |   |                             |  |   |            |   |   | 3,600,000  |  
|Share issue costs                                   |  |                  |           |              |   | (544,260                     | ) |                                        |        |                                                      |   |                             |  |   |            |   |   | (544,260   | )
|Stock based compensation                            |  |                  |           |              |   |                             |   |                                        | 27,000  |                                                      |   |                             |  |   |            |   |   | 27,000     |  
|Net loss                                            |  |                  |           |              |   |                             |   |                                        |        |                                                      |   |                             |  |   | (1,657,651  | ) |   | (1,657,651 | )
|                                                    |  |                  |            |              |   |                              |   |                                        |         |                                                      |   |                              |  |   |             |   |   |            |  
|Balance, December 31, 2002, carried
forward         |  |                  | 16,953,250 |              |   | 14,924,576                   |   |                                        | 562,954 |                                                      |   |                             |  |   | (10,412,648 | ) |   | 5,074,882  |  

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

F6

---



MIDWAY GOLD CORP.(An
exploration stage company) 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - CONTINUED 
(Expressed in Canadian dollars)

|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|---------------------------------------------------------------------------- |  |  | ---------- |  | - | ---------- | - | - | ---------- | - | - | -------- | - | - | ----------- | - | - | ----------- | -
|Balance, December 31, 2002 brought forward                                   |  |  | 16,953,250 |  | $ | 14,924,576 |   | $ | 562,954    |   | $ |         |   | $ | (10,412,648 | ) | $ | 5,074,882   |  
|Shares issued:                                                               |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Private placement                                                            |  |  | 700,000    |  |   | 638,838    |   |   | 201,162    |   |   |         |   |   |            |   |   | 840,000     |  
|Exercise of share purchase
warrants                                          |  |  | 294,500    |  |   | 73,625     |   |   |           |   |   |         |   |   |            |   |   | 73,625      |  
|Share issue costs                                                            |  |  |           |  |   | (19,932    | ) |   |           |   |   |         |   |   |            |   |   | (19,932     | )
|Stock based compensation                                                     |  |  |           |  |   |           |   |   | 531,000    |   |   |         |   |   |            |   |   | 531,000     |  
|Net loss                                                                     |  |  |           |  |   |           |   |   |           |   |   |         |   |   | (1,352,679  | ) |   | (1,352,679  | )
|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Balance, December 31, 2003                                                   |  |  | 17,947,750 |  |   | 15,617,107 |   |   | 1,295,116  |   |   |         |   |   | (11,765,327 | ) |   | 5,146,896   |  
|Shares issued:                                                               |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Private placement                                                            |  |  | 2,234,400  |  |   | 2,122,269  |   |   | 175,407    |   |   |         |   |   |            |   |   | 2,297,676   |  
|Exercise of share purchase
warrants                                          |  |  | 213,500    |  |   | 300,892    |   |   | (46,267    | ) |   |         |   |   |            |   |   | 254,625     |  
|Exercise of stock options                                                    |  |  | 250,000    |  |   | 157,000    |   |   | (27,000    | ) |   |         |   |   |            |   |   | 130,000     |  
|Share issue costs                                                            |  |  |           |  |   | (183,512   | ) |   |           |   |   |         |   |   |            |   |   | (183,512    | )
|Stock based compensation                                                     |  |  |           |  |   |           |   |   | 941,478    |   |   |         |   |   |            |   |   | 941,478     |  
|Net loss                                                                     |  |  |           |  |   |           |   |   |           |   |   |         |   |   | (2,994,702  | ) |   | (2,994,702  | )
|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Balance, December 31, 2004                                                   |  |  | 20,645,650 |  |   | 18,013,756 |   |   | 2,338,734  |   |   |         |   |   | (14,760,029 | ) |   | 5,592,461   |  
|Private placement                                                            |  |  | 4,075,800  |  |   | 3,266,095  |   |   | 773,335    |   |   |         |   |   |            |   |   | 4,039,430   |  
|Exercise of stock options                                                    |  |  | 165,500    |  |   | 124,364    |   |   | (31,964    | ) |   |         |   |   |            |   |   | 92,400      |  
|Exercise of share purchase
warrants                                          |  |  | 1,743,000  |  |   | 1,543,844  |   |   | (4,844     | ) |   |         |   |   |            |   |   | 1,539,000   |  
|Share issue costs                                                            |  |  |           |  |   |           |   |   |           |   |   |         |   |   |            |   |   |            |  
|Stock based compensation                                                     |  |  |           |  |   | (184,660   | ) |   | 488,075    |   |   |         |   |   |            |   |   | 303,415     |  
|Net loss                                                                     |  |  |           |  |   |           |   |   |           |   |   |         |   |   | (4,402,715  | ) |   | (4,402,715  | )
|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Balance, December 31, 2005                                                   |  |  | 26,629,950 |  |   | 22,763,399 |   |   | 3,563,336  |   |   |         |   |   | (19,162,744 | ) |   | 7,163,991   |  
|Shares issued:                                                               |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Private placements                                                           |  |  | 5,725,000  |  |   | 10,760,355 |   |   | 944,645    |   |   |         |   |   |            |   |   | 11,705,000  |  
|Exercise of stock options                                                    |  |  | 306,000    |  |   | 325,530    |   |   | (111,330   | ) |   |         |   |   |            |   |   | 214,200     |  
|Exercise of share purchase
warrants                                          |  |  | 3,227,000  |  |   | 4,182,991  |   |   | (768,491   | ) |   |         |   |   |            |   |   | 3,414,500   |  
|Acquisition of mineral property
interest                                     |  |  | 40,000     |  |   | 88,000     |   |   |           |   |   |         |   |   |            |   |   | 88,000      |  
|Share issue costs                                                            |  |  |           |  |   | (248,512   | ) |   |           |   |   |         |   |   |            |   |   | (248,512    | )
|Stock based compensation                                                     |  |  |           |  |   |           |   |   | 992,400    |   |   |         |   |   |            |   |   | 992,400     |  
|Net loss                                                                     |  |  |           |  |   |           |   |   |           |   |   |         |   |   | (7,241,228  | ) |   | (7,241,228  | )
|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Balance, December 31, 2006                                                   |  |  | 35,927,950 |  |   | 37,871,763 |   |   | 4,620,560  |   |   |         |   |   | (26,403,972 | ) |   | 16,088,351  |  
|Shares issued:                                                               |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Private placement                                                            |  |  | 2,000,000  |  |   | 5,400,000  |   |   |           |   |   |         |   |   |            |   |   | 5,400,000   |  
|Pan-Nevada acquisition                                                       |  |  | 7,764,109  |  |   | 25,000,431 |   |   | 2,028,074  |   |   |         |   |   |            |   |   | 27,028,505  |  
|Exercise of stock options                                                    |  |  | 595,000    |  |   | 1,485,415  |   |   | (694,515   | ) |   |         |   |   |            |   |   | 790,900     |  
|Exercise of share purchase
warrants                                          |  |  | 3,395,605  |  |   | 10,777,930 |   |   | (2,081,407 | ) |   |         |   |   |            |   |   | 8,696,523   |  
|Share issue costs                                                            |  |  |           |  |   | (28,000    | ) |   |           |   |   |         |   |   |            |   |   | (28,000     | )
|Stock based compensation                                                     |  |  |           |  |   |           |   |   | 1,502,912  |   |   |         |   |   |            |   |   | 1,502,912   |  
|Unrealized loss on investments                                               |  |  |           |  |   |           |   |   |           |   |   | (120,000 | ) |   |            |   |   | (120,000    | )
|Adjustment of future income tax liability
 to mineral properties (note 2(p)) |  |  |           |  |   |           |   |   |           |   |   |         |   |   | (389,955    | ) |   | (389,955    | )
|Net loss                                                                     |  |  |           |  |   |           |   |   |           |   |   |         |   |   | (10,666,106 | ) |   | (10,666,106 | )
|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Balance, December 31, 2007                                                   |  |  | 49,682,664 |  |   | 80,507,539 |   |   | 5,375,624  |   |   | (120,000 | ) |   | (37,460,033 | ) |   | 48,303,130  |  
|Shares issued:                                                               |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Private placement                                                            |  |  | 14,521,500 |  |   | 6,174,441  |   |   | 956,509    |   |   |         |   |   |            |   |   | 7,130,950   |  
|Acquisition of mineral property
interest                                     |  |  | 30,000     |  |   | 88,500     |   |   |           |   |   |         |   |   |            |   |   | 88,500      |  
|Exercise of stock options                                                    |  |  | 479,000    |  |   | 1,186,462  |   |   | (453,212   | ) |   |         |   |   |            |   |   | 733,250     |  
|Exercise of share purchase
warrants                                          |  |  | 108,500    |  |   | 364,404    |   |   | (209,405   | ) |   |         |   |   |            |   |   | 154,999     |  
|Share issue costs                                                            |  |  |           |  |   | (139,705   | ) |   |           |   |   |         |   |   |            |   |   | (139,705    | )
|Stock based compensation                                                     |  |  |           |  |   |           |   |   | 501,028    |   |   |         |   |   |            |   |   | 501,028     |  
|Unrealized loss on investments                                               |  |  |           |  |   |           |   |   |           |   |   | (502,225 | ) |   |            |   |   | (502,225    | )
|Investment write-down                                                        |  |  |           |  |   |           |   |   |           |   |   | 622,225  |   |   |            |   |   | 622,225     |  
|Net loss                                                                     |  |  |           |  |   |           |   |   |           |   |   |         |   |   | (16,165,394 | ) |   | (16,165,394 | )
|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Balance, December 31, 2008                                                   |  |  | 64,821,664 |  |   | 88,181,641 |   |   | 6,170,544  |   |   |         |   |   | (53,625,427 | ) |   | 40,726,758  |  
|Shares issued:                                                               |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |            |  
|Exercise of stock options                                                    |  |  | 33,333     |  |   | 32,815     |   |   | (11,164    | ) |   |         |   |   |            |   |   | 21,651      |  
|Exercise of share purchase
warrants                                          |  |  | 12,500,000 |  |   | 4,456,509  |   |   | (956,509   | ) |   |         |   |   |            |   |   | 3,500,000   |  
|Stock based compensation                                                     |  |  |           |  |   |           |   |   | 1,152,238  |   |   |         |   |   |            |   |   | 1,152,238   |  
|Unrealized (gain) loss on investment                                         |  |  |           |  |   |           |   |   |           |   |   | 53,850   |   |   |            |   |   | 53,850      |  
|Realized gain on sale of investments                                         |  |  |           |  |   |           |   |   |           |   |   | (53,850  | ) |   |            |   |   | (53,850     | )
|Net loss                                                                     |  |  |           |  |   |           |   |   |           |   |   |         |   |   | (2,642,176  | ) |   | (2,642,176  | )
|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  
|Balance, December 31, 2009                                                   |  |  | 77,354,997 |  | $ | 92,670,965 |   | $ | 6,355,109  |   | $ |         |   | $ | (56,267,603 | ) | $ | 42,758,471  |  
|                                                                             |  |  |            |  |   |            |   |   |            |   |   |          |   |   |             |   |   |             |  

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

F7

---



MIDWAY GOLD CORP.(An exploration
stage company) 
SCHEDULE OF MINERAL EXPLORATION EXPENDITURES 
(Expressed in Canadian dollars)

|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|------------------------------------------------------ |  | ------------------------------ | ------- | ----------------------------- | - | ------------------------------ |  | ----------------------------------------------------------------------- | --------- |  | ----------- | ---------- | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|                                                       |  | Year ended
 December 31,
 2009 |         | Year ended
 December 31, 2008 |   | Year ended
 December 31,
 2007 |  | Cumulative period
 from inception (May
 14, 1996) to December
 31, 2009 |          
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |          
|Exploration
 costs incurred are summarized as follows: |  |                                |         |                               |   |                                |  |                                                                         |           |  | (unaudited) |           
|Midway project                                         |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|Assays and analysis                                    |  | $                              | 21,386  |                               | $ | 57,592                         |  | $                                                                       | 50,745    |  | $           | 328,455    | 
|Communication                                          |  |                                |        |                               |   |                               |  |                                                                         |          |  |             | 9,513      | 
|Drilling                                               |  |                                | 2,031   |                               |   | 477,456                        |  |                                                                         | 375,239   |  |             | 2,044,181  | 
|Engineering and
consulting                             |  |                                | 129,768 |                               |   | 557,951                        |  |                                                                         | 788,543   |  |             | 4,095,110  | 
|Environmental                                          |  |                                | 6,239   |                               |   | 76,182                         |  |                                                                         | 51,425    |  |             | 226,396    | 
|Field office and supplies                              |  |                                | 24,504  |                               |   | 58,281                         |  |                                                                         | 54,645    |  |             | 225,149    | 
|Legal                                                  |  |                                | 38,802  |                               |   | 34,142                         |  |                                                                         | 28,326    |  |             | 111,689    | 
|Property maintenance and
taxes                         |  |                                | 43,142  |                               |   | 34,448                         |  |                                                                         | 41,848    |  |             | 410,491    | 
|Reclamation costs                                      |  |                                | (983    | )                             |   | 422                            |  |                                                                         | 5,700     |  |             | 26,783     | 
|Reproduction and drafting                              |  |                                |        |                               |   |                               |  |                                                                         |          |  |             | 20,803     | 
|Salaries and labour                                    |  |                                | 97,328  |                               |   | 276,938                        |  |                                                                         | 212,890   |  |             | 586,653    | 
|Travel, transportation and
accommodation               |  |                                | 20,244  |                               |   | 59,041                         |  |                                                                         | 110,806   |  |             | 392,670    | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|                                                       |  |                                | 382,461 |                               |   | 1,632,453                      |  |                                                                         | 1,720,167 |  |             | 8,477,893  | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|Spring Valley project                                  |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|Assays and analysis                                    |  |                                |        |                               |   | 817,314                        |  |                                                                         | 1,185,019 |  |             | 3,329,900  | 
|Communication                                          |  |                                |        |                               |   |                               |  |                                                                         |          |  |             | 10,307     | 
|Drilling                                               |  |                                | (152    | )                             |   | 2,765,189                      |  |                                                                         | 3,365,985 |  |             | 10,261,359 | 
|Engineering and
consulting                             |  |                                | 2,396   |                               |   | 301,294                        |  |                                                                         | 324,761   |  |             | 2,378,665  | 
|Environmental                                          |  |                                |        |                               |   | 14,705                         |  |                                                                         | 139,044   |  |             | 300,445    | 
|Equipment rental                                       |  |                                |        |                               |   |                               |  |                                                                         |          |  |             | 64,651     | 
|Field office and supplies                              |  |                                | 2,387   |                               |   | 125,574                        |  |                                                                         | 156,898   |  |             | 548,206    | 
|Legal                                                  |  |                                | 46,744  |                               |   | 142,415                        |  |                                                                         | 166,634   |  |             | 355,793    | 
|Operator fee                                           |  |                                |        |                               |   |                               |  |                                                                         |          |  |             | 108,339    | 
|Property maintenance and
taxes                         |  |                                | 26,764  |                               |   | 96,414                         |  |                                                                         | 92,126    |  |             | 477,861    | 
|Reclamation costs                                      |  |                                | (53,078 | )                             |   | 16,064                         |  |                                                                         | 38,810    |  |             | 30,611     | 
|Reproduction and drafting                              |  |                                |        |                               |   |                               |  |                                                                         | 791       |  |             | 29,724     | 
|Salaries and labour                                    |  |                                | 94,755  |                               |   | 530,581                        |  |                                                                         | 596,749   |  |             | 1,222,085  | 
|Travel, transportation and
accommodation               |  |                                | 4,117   |                               |   | 202,601                        |  |                                                                         | 247,102   |  |             | 847,778    | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|                                                       |  |                                | 123,933 |                               |   | 5,012,151                      |  |                                                                         | 6,313,919 |  |             | 19,965,724 | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|Pan-Nevada projects                                    |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|Assays and analysis                                    |  |                                |        |                               |   | 240,665                        |  |                                                                         | 344,131   |  |             | 574,367    | 
|Drilling                                               |  |                                |        |                               |   | 597,247                        |  |                                                                         | 719,399   |  |             | 1,250,540  | 
|Engineering and
consulting                             |  |                                | 10,366  |                               |   | 284,894                        |  |                                                                         | 128,547   |  |             | 387,595    | 
|Environmental                                          |  |                                |        |                               |   | 9,241                          |  |                                                                         | 5,816     |  |             | 14,860     | 
|Field office and supplies                              |  |                                | 11,835  |                               |   | 30,372                         |  |                                                                         | 45,929    |  |             | 82,343     | 
|Legal                                                  |  |                                | 625     |                               |   | 985                            |  |                                                                         | 21,836    |  |             | 9,943      | 
|Property maintenance and
taxes                         |  |                                | 88,538  |                               |   | 79,229                         |  |                                                                         | 191,283   |  |             | 291,845    | 
|Reclamation costs                                      |  |                                |        |                               |   | 21,260                         |  |                                                                         | 46,840    |  |             | 67,563     | 
|Reproduction and drafting                              |  |                                |        |                               |   |                               |  |                                                                         | 6,077     |  |             | 5,738      | 
|Salaries and labour                                    |  |                                | 81,878  |                               |   | 375,955                        |  |                                                                         | 307,238   |  |             | 754,697    | 
|Travel, transportation and
accommodation               |  |                                | 2,840   |                               |   | 46,033                         |  |                                                                         | 99,594    |  |             | 139,303    | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|                                                       |  |                                | 196,082 |                               |   | 1,685,881                      |  |                                                                         | 1,916,690 |  |             | 3,578,794  | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|Burnt Canyon project                                   |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|Assays and analysis                                    |  |                                |        |                               |   | 21,921                         |  |                                                                         |          |  |             | 21,921     | 
|Engineering and
consulting                             |  |                                | 971     |                               |   | 23,765                         |  |                                                                         |          |  |             | 24,736     | 
|Environmental                                          |  |                                | 462     |                               |   |                               |  |                                                                         |          |  |             | 462        | 
|Field office and supplies                              |  |                                | 1,253   |                               |   | 81                             |  |                                                                         | 324       |  |             | 1,658      | 
|Legal                                                  |  |                                | 614     |                               |   | 2,214                          |  |                                                                         |          |  |             | 2,828      | 
|Property maintenance and
taxes                         |  |                                | 14,995  |                               |   | 20,786                         |  |                                                                         |          |  |             | 35,781     | 
|Reproduction and drafting                              |  |                                | 5,036   |                               |   |                               |  |                                                                         |          |  |             | 5,036      | 
|Salaries and labour                                    |  |                                |        |                               |   | 2,923                          |  |                                                                         |          |  |             | 2,923      | 
|Travel, transportation and
accommodation               |  |                                | 1,097   |                               |   | 1,728                          |  |                                                                         | 1,317     |  |             | 4,142      | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|                                                       |  |                                | 24,428  |                               |   | 73,418                         |  |                                                                         | 1,641     |  |             | 99,487     | 
|                                                       |  |                                |         |                               |   |                                |  |                                                                         |           |  |             |            | 
|Sub-total balance carried
forward                      |  | $                              | 726,904 |                               | $ | 8,403,903                      |  | $                                                                       | 9,952,417 |  | $           | 32,121,898 | 

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

F8

---



MIDWAY GOLD CORP.(An
exploration stage company)SCHEDULE OF MINERAL
EXPLORATION EXPENDITURES - CONTINUED 
(Expressed in Canadian dollars)



|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|---------------------------------------- |  | ------------------------------ | --------- | ----------------------------- | - | ------------------------------ |  | ----------------------------------------------------------------------- | --------- |  | - | ---------- | -
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|                                         |  | Year ended
 December 31,
 2009 |           | Year ended
 December 31, 2008 |   | Year ended
 December 31,
 2007 |  | Cumulative period
 from inception (May
 14, 1996) to December
 31, 2009 |          
|                                         |  |                                |           |                               |   |                                |  |                                                                         |          
|                                         |  |                                |           |                               |   |                                |  | (unaudited)                                                             |          
|Sub-total balance brought
forward        |  | $                              | 726,904   |                               | $ | 8,403,903                      |  | $                                                                       | 9,952,417 |  | $ | 32,121,898 |  
|Thunder Mountain project                 |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Assays and analysis                      |  |                                |          |                               |   | 5,959                          |  |                                                                         |          |  |   | 14,568     |  
|Drilling                                 |  |                                |          |                               |   | 35,396                         |  |                                                                         |          |  |   | 77,956     |  
|Engineering and
consulting               |  |                                | 1         |                               |   |                               |  |                                                                         |          |  |   | 706        |  
|Environmental                            |  |                                |          |                               |   | 108                            |  |                                                                         |          |  |   | 1,717      |  
|Field office and supplies                |  |                                | 1,041     |                               |   |                               |  |                                                                         |          |  |   | 1,041      |  
|Property maintenance and
taxes           |  |                                | 3,776     |                               |   | 19                             |  |                                                                         |          |  |   | 16,248     |  
|Reclamation costs                        |  |                                | (2,955    | )                             |   |                               |  |                                                                         |          |  |   | (578       | )
|Salaries and labour                      |  |                                |          |                               |   | 1,544                          |  |                                                                         |          |  |   | 2,047      |  
|Travel, transportation and
accommodation |  |                                |          |                               |   | 55                             |  |                                                                         |          |  |   | 55         |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|                                         |  |                                | 1,863     |                               |   | 43,081                         |  |                                                                         |          |  |   | 113,760    |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Maggie Creek project                     |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Environmental                            |  |                                |          |                               |   |                               |  |                                                                         |          |  |   | 197        |  
|Field office and supplies                |  |                                |          |                               |   | 4,412                          |  |                                                                         |          |  |   | 4,630      |  
|Legal                                    |  |                                |          |                               |   | 461                            |  |                                                                         |          |  |   | 461        |  
|Property maintenance and
taxes           |  |                                |          |                               |   | 8                              |  |                                                                         |          |  |   | 14,275     |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|                                         |  |                                |          |                               |   | 4,881                          |  |                                                                         |          |  |   | 19,563     |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Roberts Creek project                    |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Assays and analysis                      |  |                                |          |                               |   | 13,422                         |  |                                                                         |          |  |   | 20,255     |  
|Communication                            |  |                                |          |                               |   | 10,034                         |  |                                                                         |          |  |   | 10,034     |  
|Drilling                                 |  |                                | 3,046     |                               |   | 3,025                          |  |                                                                         |          |  |   | 72,177     |  
|Engineering and
consulting               |  |                                | 11        |                               |   | 19,303                         |  |                                                                         |          |  |   | 30,147     |  
|Environmental                            |  |                                |          |                               |   | 4,665                          |  |                                                                         |          |  |   | 4,665      |  
|Field office and supplies                |  |                                | 1,276     |                               |   | 1,989                          |  |                                                                         |          |  |   | 5,169      |  
|Legal                                    |  |                                | 4,290     |                               |   | 7,641                          |  |                                                                         |           |  |   |            |  
|Property maintenance and
taxes           |  |                                | 16,936    |                               |   | 25,489                         |  |                                                                         |          |  |   | 71,584     |  
|Reclamation costs                        |  |                                | 1,695     |                               |   | 3,795                          |  |                                                                         |          |  |   | 6,027      |  
|Salaries and labour                      |  |                                |          |                               |   | 8,829                          |  |                                                                         |          |  |   | 19,203     |  
|Travel, transportation and
accommodation |  |                                | 490       |                               |   | 2,747                          |  |                                                                         |          |  |   | 9,089      |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|                                         |  |                                | 27,744    |                               |   | 93,298                         |  |                                                                         |          |  |   | 255,991    |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Gold Rock project                        |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Assays and analysis                      |  |                                | 4,045     |                               |   | 22,085                         |  |                                                                         |          |  |   | 26,130     |  
|Drilling                                 |  |                                | 7,137     |                               |   | 96,168                         |  |                                                                         |          |  |   | 106,901    |  
|Engineering and
consulting               |  |                                | 5,538     |                               |   | 83,958                         |  |                                                                         |          |  |   | 114,875    |  
|Environmental                            |  |                                |          |                               |   | 534                            |  |                                                                         |          |  |   | 534        |  
|Field office and supplies                |  |                                | 5,711     |                               |   | 12,460                         |  |                                                                         |          |  |   | 21,842     |  
|Legal                                    |  |                                | 46        |                               |   | 1,547                          |  |                                                                         |          |  |   | 11,745     |  
|Property maintenance and
taxes           |  |                                | 78,704    |                               |   | 130,159                        |  |                                                                         |          |  |   | 232,642    |  
|Reclamation costs                        |  |                                | 738       |                               |   |                               |  |                                                                         |          |  |   | 738        |  
|Reproduction and drafting                |  |                                |          |                               |   |                               |  |                                                                         |          |  |   | 339        |  
|Salaries and labour                      |  |                                | 1,303     |                               |   | 36,817                         |  |                                                                         |          |  |   | 38,120     |  
|Travel, transportation and
accommodation |  |                                | 693       |                               |   | 15,894                         |  |                                                                         |          |  |   | 19,899     |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|                                         |  |                                | 103,915   |                               |   | 399,622                        |  |                                                                         |          |  |   | 573,765    |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Golden Eagle project                     |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Assays and analysis                      |  |                                | 21,690    |                               |   |                               |  |                                                                         |          |  |   | 21,690     |  
|Drilling                                 |  |                                | 3,638     |                               |   |                               |  |                                                                         |          |  |   | 3,638      |  
|Engineering and
consulting               |  |                                | 114,500   |                               |   | 26,635                         |  |                                                                         |          |  |   | 141,135    |  
|Field office and supplies                |  |                                | 1,627     |                               |   | 260                            |  |                                                                         |          |  |   | 1,887      |  
|Legal                                    |  |                                | 9,486     |                               |   | 10,083                         |  |                                                                         |          |  |   | 19,569     |  
|Property maintenance and
taxes           |  |                                | 2,362     |                               |   |                               |  |                                                                         |          |  |   | 2,362      |  
|Salaries and labour                      |  |                                | 62        |                               |   |                               |  |                                                                         |          |  |   | 62         |  
|Travel, transportation and
accommodation |  |                                | 8,734     |                               |   | 6,044                          |  |                                                                         |          |  |   | 14,778     |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|                                         |  |                                | 162,099   |                               |   | 43,022                         |  |                                                                         |          |  |   | 205,121    |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |   |            |  
|Sub-total balance carried
forward        |  | $                              | 1,022,525 |                               | $ | 8,987,807                      |  | $                                                                       | 9,952,417 |  | $ | 33,290,098 |  

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

F9

---



MIDWAY GOLD CORP.(An
exploration stage company)SCHEDULE OF MINERAL
EXPLORATION EXPENDITURES - CONTINUED 
(Expressed in Canadian dollars)

|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|---------------------------------------- |  | ------------------------------ | --------- | ----------------------------- | - | ------------------------------ |  | ----------------------------------------------------------------------- | --------- |  | ----------- | ---------- | -
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|                                         |  | Year ended
 December 31,
 2009 |           | Year ended
 December 31, 2008 |   | Year ended
 December 31,
 2007 |  | Cumulative period
 from inception (May
 14, 1996) to December
 31, 2009 |          
|                                         |  |                                |           |                               |   |                                |  |                                                                         |          
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  | (unaudited) |           
|Sub-total balance brought
forward        |  | $                              | 1,022,525 |                               | $ | 8,987,807                      |  | $                                                                       | 9,952,417 |  | $           | 33,290,098 |  
|Pioche/Mineral Mountain project          |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|Acquisition costs and option
payments    |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 40,340     |  
|Assays and analysis                      |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 13,037     |  
|Drilling                                 |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 232,205    |  
|Engineering and
consulting               |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 38,212     |  
|Field office and supplies                |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 16,236     |  
|Property maintenance and
taxes           |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 49,750     |  
|Reclamation costs                        |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 32,683     |  
|Travel, transportation and
accommodation |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 21,124     |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|                                         |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 443,587    |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|Black Prince project                     |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|Communication                            |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 938        |  
|Drilling                                 |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 77,167     |  
|Engineering and
consulting               |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 78,698     |  
|Equipment rental                         |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 10,800     |  
|Field office and supplies                |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 3,397      |  
|Geological and
geophysical               |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 63,481     |  
|Legal and accounting                     |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 1,163      |  
|Property maintenance and
taxes           |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 13,249     |  
|Reproduction and drafting                |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 1,179      |  
|Travel, transportation and
accommodation |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 7,255      |  
|Recoveries                               |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | (40,000    | )
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|                                         |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 217,327    |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|Ruby Violet project                      |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|Assays and analysis                      |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 20,499     |  
|Communication                            |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 108,762    |  
|Drilling                                 |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 467,372    |  
|Engineering and
consulting               |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 3,120,317  |  
|Equipment rental                         |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 337,577    |  
|Field office and supplies                |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 277,119    |  
|Foreign exchange gain                    |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | (38,134    | )
|Freight                                  |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 234,956    |  
|Interest on convertible
loans            |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 1,288,897  |  
|Legal and accounting                     |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 453,269    |  
|Marketing                                |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 91,917     |  
|Mining costs                             |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 693,985    |  
|Processing and laboratory
supplies       |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 941,335    |  
|Property maintenance and
taxes           |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 298,752    |  
|Security                                 |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 350,584    |  
|Travel, transportation and
accommodation |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 392,031    |  
|Utilities and water                      |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 59,425     |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|                                         |  |                                |          |                               |   |                               |  |                                                                         |          |  |             | 9,098,663  |  
|                                         |  |                                |           |                               |   |                                |  |                                                                         |           |  |             |            |  
|Sub-total balance carried
forward        |  | $                              | 1,022,525 |                               | $ | 8,987,807                      |  | $                                                                       | 9,952,417 |  | $           | 43,049,675 |  

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

F10

---



MIDWAY GOLD CORP.(An
exploration stage company)SCHEDULE OF MINERAL
EXPLORATION EXPENDITURES - CONTINUED 
(Expressed in Canadian dollars)

|                                         |  |                                |           |                               |   |                                |  |                                                                          |           
|---------------------------------------- |  | ------------------------------ | --------- | ----------------------------- | - | ------------------------------ |  | ------------------------------------------------------------------------ | ----------
|                                         |  | Year ended
 December 31,
 2009 |           | Year ended
 December 31, 2008 |   | Year ended
 December 31,
 2007 |  | Cumulative
 period
 from inception (May
 14, 1996) to December
 31, 2009 |           
|                                         |  |                                |           |                               |   |                                |  |                                                                          |           
|                                         |  |                                |           |                               |   |                                |  |                                                                          |           
|Sub-total balance
brought forward        |  | $                              | 1,022,525 |                               | $ | 8,987,807                      |  | $                                                                        | 9,952,417 
|                                         |  |                                |           |                               |   |                                |  |                                                                          |           
|Property
investigations                  |  |                                |           |                               |   |                                |  |                                                                          |           
|Assays and
analysis                      |  |                                | 11,190    |                               |   | 19,736                         |  |                                                                          | 11,990    
|Drilling                                 |  |                                |          |                               |   |                               |  |                                                                          |          
|Engineering and
consulting               |  |                                |          |                               |   | 15,503                         |  |                                                                          | 37,598    
|Environmental                            |  |                                |          |                               |   | 5,132                          |  |                                                                          | 8,486     
|Field office and
supplies                |  |                                | 2,018     |                               |   | 1,773                          |  |                                                                          | 2,520     
|Legal                                    |  |                                |          |                               |   | 10,660                         |  |                                                                          | 292       
|Property maintenance
and taxes           |  |                                |          |                               |   | 14,130                         |  |                                                                          | 5,646     
|Reclamation
costs                        |  |                                | 174       |                               |   | 1,471                          |  |                                                                          | 90        
|Reproduction and
drafting                |  |                                |          |                               |   |                               |  |                                                                          | 1,172     
|Salaries and
labour                      |  |                                |          |                               |   |                               |  |                                                                          | 3,674     
|Travel,
transportation and accommodation |  |                                | 5,518     |                               |   | 29,778                         |  |                                                                          | 15,045    
|                                         |  |                                |           |                               |   |                                |  |                                                                          |           
|                                         |  |                                | 18,900    |                               |   | 98,183                         |  |                                                                          | 86,513    
|                                         |  |                                |           |                               |   |                                |  |                                                                          |           
|                                         |  |                                |           |                               |   |                                |  |                                                                          |           
|                                         |  | $                              | 1,041,425 |                               | $ | 9,085,990                      |  | $                                                                        | 10,038,930
|                                         |  |                                |           |                               |   |                                |  |                                                                          |           

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

F11

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended December
 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1. | Nature of
 operations and going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Midway Gold Corp. (the
 Company or Midway) was incorporated on May 14, 1996 under the laws of the
 Province of British Columbia and its principal business activities are the
 acquisition, exploration and development of mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company is in the
 process of exploring and developing its mineral properties and has not yet
 determined whether its mineral properties contain ore reserves that are
 economically recoverable. The recoverability of amounts shown for mineral
 properties is dependent upon the discovery of economically recoverable ore
 reserves in its mineral properties, the ability of the Company to obtain the
 necessary financing to complete development, confirmation of the Companys
 interest in the underlying mineral claims and upon future profitable
 production from or proceeds from the disposition of its mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company has not
 generated revenues from operations. These consolidated financial statements
 have been prepared on the basis that the Company is a going concern, which
 contemplates the realization of its assets and the settlement of its
 liabilities in the normal course of operations. The 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Significant
 accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Basis of presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | These consolidated
 financial statements have been prepared under accounting principles generally
 accepted in the United States of America (US GAAP). There are no major
 differences between Canadian and US GAAP, which affect the Company. These
 consolidated financial statements include the accounts of the Company and its
 wholly-owned subsidiaries. All significant intercompany transactions and
 balances have been eliminated.                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The Company meets the
 definition of a development stage enterprise under Accounting Standards
 Codification (ASC) Section 910-10-15. Pursuant to the rules and regulations
 of the Securities and Exchange Commission, a mining company in the
 exploration stage should not refer to itself as a development stage company
 in its financial statements. The Company is required to provide additional
 disclosures from its date of inception, or the date the Company was
 reactivated to undertake development stage activities; therefore, the
 statement of operations, stockholder equity and comprehensive loss and cash
 flows include cumulative amounts from May 14, 1996 to December 31, 2009.

F12

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                             
|-- | --------------------------------------------
|   |                                             
|2. | Significant
 accounting policies (continued)

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | Cash and cash equivalents
 include highly liquid investments with original maturities of three months or
 less. To limit its credit risk exposure for amounts in excess of federally
 insured limits, the Company places its deposits with financial institutions
 of high credit standing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | Equipment is recorded at
 cost less accumulated depreciation. Depreciation is provided on a
 straight-line basis over three to five years, which represents the estimated
 useful lives of the assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | Mineral properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | Costs of exploring,
 carrying and retaining unproven properties are expensed as incurred. The
 Company concluded that mineral rights are tangible assets. Accordingly, the
 Company capitalizes certain costs related to the acquisition of mineral
 rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | Asset retirement
 obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | The Company records the
 fair value of the liability for closure and removal costs associated with the
 legal obligations upon retirement or removal of any tangible long-lived
 assets. The initial recognition of any liability will be capitalized as part
 of the asset cost and depreciated over its estimated useful life. The Company
 accrues its ongoing surface disturbance asset retirement obligations within
 accounts payable and accrued liabilities (December 31, 2009 $41,872; December
 31, 2008 - $98,514).                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | Impairment of long-lived
 assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | The Company reviews and
 evaluates its long-lived assets for impairment at each balance sheet date and
 documents such impairment testing. The tests include an evaluation of the
 assets and events or changes in circumstances that would indicate that the
 related carrying amounts may not be recoverable. Mineral properties in the
 exploration stage are monitored for impairment based on factors such as the
 Companys continued right to explore the area, exploration reports, assays,
 technical reports, drill results and the Companys continued plans to fund
 exploration programs on the property, whether sufficient work has been
 performed to indicate that the carrying amount of the mineral property cost
 carried forward as an asset will not be fully recovered, even though a viable
 mine has been discovered.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | The tests for long-lived
 assets in the exploration, development or producing stage that would have a
 value beyond proven and probable reserves would be monitored for impairment
 based on factors such as current market value of the mineral property and
 results of exploration, future asset utilization, business climate, mineral
 prices and future undiscounted cash flows expected to result from the use of
 the related assets. Recoverability of assets to be held and used is measured
 by a comparison of the carrying amount of an asset to the estimated future
 net undiscounted cash flows expected to be generated by the asset, including
 evaluating its reserves beyond proven and probable amounts.                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | The Companys policy is to
 record an impairment loss in the period when it is determined that the
 carrying amount of the asset may not be recoverable either by impairment or
 by abandonment of the property. The impairment loss is calculated as the
 amount by which the carrying amount of the assets exceeds its fair value.
 While the Company incurred losses from operations, these losses have not been
 in excess of planned expenditures on the specific mineral properties in order
 to ultimately realize their value.                                                                                                                                                                                                                                                                                                        

F13

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended December
 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                             
|-- | --------------------------------------------
|   |                                             
|2. | Significant
 accounting policies (continued)

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company has a stock
 option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company measures and
 records to the financial statements the cost of employee services received in
 exchange for an award of equity instruments based on the grant-date fair
 value of the award, recognized over the period during which an employee is
 required to provide services in exchange for such award. Estimates of
 forfeitures of unvested instruments at the grant date are considered in
 determining the total compensation to be recognized. Stock based payments to
 non-employees are measured at the fair value of consideration received or
 equity instruments issued, whichever is more reliable and are periodically
 re-measured until counter party performance is complete.                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The offset to the recorded
 stock based compensation cost is to additional paid-in capital. Consideration
 received on the exercise of stock options is recorded as share capital and
 the related additional paid-in capital is transferred to share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company uses the asset
 and liability method of accounting for income taxes. Under this method future
 income tax assets and liabilities are determined based on differences between
 the financial statement carrying values of existing assets and liabilities
 and their respective income tax bases (temporary differences), and losses
 carried forward. Future income tax assets and liabilities are measured using
 the enacted tax rates which will be in effect when the temporary differences
 are likely to reverse. The effect on future income tax assets and liabilities
 of a change in tax rates is included in operations in the period in which the
 change is enacted. The amount of future income tax assets recognized is
 limited to the amount of the benefit that is more likely than not to be
 realized.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company identifies and
 applies a recognition threshold and measurement attribute for the financial
 statement recognition and measurement of a tax position taken or expected to
 be taken in a tax return.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company recognizes
 accrued interest related to unrecognized tax benefits in interest expense.
 Any penalties will be recorded in general and administrative expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) | Net loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | Basic net loss per share
 is computed by dividing the net loss for the period attributable to common
 stockholders by the weighted average number of shares of common stock
 outstanding during the period. Diluted net loss per share takes into
 consideration shares of common stock outstanding (computed under basic loss
 per share) and potentially dilutive shares of common stock. Diluted net loss
 per share is not presented separately from basic net loss per share as the
 conversion of outstanding stock options and warrants into common shares would
 be anti-dilutive. At December 31, 2009, the total number of potentially
 dilutive shares of common stock excluded from basic net loss per share was
 3,971,666 (December 31, 2008  15,244,167; December 31, 2007  3,331,668).                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (j) | Foreign currency
 translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | Transactions and account
 balances originally stated in currencies other than the Canadian dollar have
 been translated into Canadian dollars as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |  |   |                                                                                                                                                
| |  | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Revenue and expense items at the rate of exchange in effect on
 the dates they occur.                                                          
| |  |   |                                                                                                                                                
| |  |  | Non-monetary assets and liabilities at the rate of exchange in
 effect on the dates the assets were acquired or the liabilities were
 incurred.

F14

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                             
|-- | --------------------------------------------
|   |                                             
|2. | Significant
 accounting policies (continued)



| |  |   |                                                                                 
| |  | - | --------------------------------------------------------------------------------
| |  |  | Monetary assets and
 liabilities at the exchange rate at the balance sheet date.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Exchange gains and losses
 are recorded in operations in the period in which they occur, except for
 exchange gains and losses related to translation of monetary assets and liabilities
 associated with mineral properties, which are deferred and included in
 mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (k) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | The Company records
 proceeds from share issuances, net of issue costs. Shares issued for
 consideration other than cash are valued at the quoted market price on the
 date the agreement to issue the shares was reached and announced for business
 combinations and at the date of issuance for other non-monetary transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (l) | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | The Company accounts for
 warrants using the fair value method. Under this method, the value of
 warrants issued is measured at fair value at the grant date using the
 Black-Scholes valuation model and recorded as share capital if and when the
 warrants are exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (m) | Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | The preparation of
 consolidated financial statements requires management to make estimates and
 assumptions that affect the reported amounts of assets and liabilities and
 disclosure of contingent assets and liabilities at the date of the financial
 statements and the reported amounts of revenue and expenses during the
 reporting period. Significant areas requiring the use of management estimates
 include the determination of impairment of mineral properties and equipment,
 useful lives for amortization, valuation allowances for future income tax
 assets, the assumptions used in determining fair value of non-cash
 stock-based compensation and determination of reclamation and environmental
 obligations. Financial results, as determined by actual events, may differ
 from these estimates.                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (n) | 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. The adoption had no impact on the
 Companys consolidated financial position results of operations or cash
 flows.                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F15

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                             
|-- | --------------------------------------------
|2. | Significant
 accounting policies (continued)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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. 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 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 ondisclosures
 about derivative instruments and hedging activitiesthat 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F16

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                             
|-- | --------------------------------------------
|   |                                             
|2. | Significant
 accounting policies (continued)

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 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.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (o) | Comparative figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | Certain of the comparative
 figures have been reclassified to conform to the presentation in the current
 year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (p) | Recast of 2008 comparative
 balance sheet                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | Mineral properties and
 future income tax liability has been recast at December 31, 2008 by
 $1,354,501 and $1,744,456 respectively and opening deficit at January 1, 2008
 has been recast by $389,955 to reflect an adjustment of tax basis to mineral
 properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|3.      Fair
 Value Measurements | 
|-------------------------------- | 
|                                 | 
|                                 | 
|                                 | 
|                                 | 
|                                 | 
|                                 | 

F17

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                     
|-- | ------------------------------------
|   |                                     
|3. | Fair
 Value Measurements (continued)

The determination of fair
value for financial reporting purposes is at December 31, 2009 and 2008
utilizing the applicable framework is as follows:

|                      |  |                                                             |   |                                          |   |                                      |  |             |   |             |   |   |  |   |         | 
|--------------------- |  | ----------------------------------------------------------- | - | ---------------------------------------- | - | ------------------------------------ |  | ----------- | - | ----------- | - | - |  | - | ------- | 
|Financial
 Instrument |  | Quoted
 prices 
 in active 
 markets for identical 
 assets |   | Significant
 other 
 observable 
 inputs |   | Significant
 
 unobservable 
 inputs |  | Total
 2009 |   | Total
 2008 |  
|                      |  |                                                             |   |                                          |   |                                      |  |             |   |             |   |   |  |   |         | 
|                      |  | Level
 1                                                    |   | Level
 2                                 |   | Level
 3                             |  |             |   |             |  
|Available-            |  | $                                                           |  |                                          | $ |                                     |  | $           |  |             | $ |  |  | $ | 246,675 | 
|for-sale              |  |                                                             |   |                                          |   |                                      |  |             |   |             |   |   |  |   |         | 
|securities            |  |                                                             |   |                                          |   |                                      |  |             |   |             |   |   |  |   |         | 
|Derivatives           |  |                                                             |  |                                          |   |                                     |  |             |  |             |   |  |  |   | 100,000 | 
|Total                 |  | $                                                           |  |                                          | $ |                                     |  | $           |  |             | $ |  |  | $ | 346,675 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the year ended
 December 31, 2009, the Company realized a gain of $61,620 on the sale of all
 of its 1,844,500 common shares of Rye Patch Gold Corp. (Rye Patch) for
 proceeds of $300,525. The Company recognized an investment write-down of
 $100,000 for 1,000,000 share purchase warrants of Rye Patch that expired
 unexercised on September 28, 2009 in the statement of operations.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company recognized in
 earnings a write-down on the common shares of Rye Patch of $7,770 for the
 difference in fair value at March 31, 2009 and December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the year ended
 December 31, 2008, the Company realized a loss of $9,773 on the sale of
 155,500 common shares of Rye Patch. The Company recognized an unrealized loss
 on the common shares of $502,225 and an unrealized gain of $30,000 on the
 warrants of Rye Patch for the difference in the fair value at December 31,
 2008 and December 31, 2007. The Company considered that the decline in market
 value of this investment met the characteristics of an other than temporary
 impairment and adjustments to fair value were recorded in earnings as
 investment write-down and re-classed from accumulated other comprehensive
 loss.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



|                                                   |  |                   |             |                       |   |             |  
|-------------------------------------------------- |  | ----------------- | ----------- | --------------------- | - | ----------- | -
|                                                   |  |                   |             |                       |  
|                                                   |  | December 31, 2009 |             | December 31, 2008     |  
|                                                   |  |                   |             |                       |  
|                                                   |  |                   |             | Revised - (note 2(p)) |  
|Assets                                             |  |                   |             |                       |   |             |  
|Current assets:                                    |  |                   |             |                       |   |             |  
|Cash and cash equivalents                          |  | $                 | 1,740,322   |                       | $ | 2,416,438   |  
|Amounts receivable (note
6)                        |  |                   | 120,735     |                       |   | 86,451      |  
|Prepaid expenses                                   |  |                   | 14,088      |                       |   | 30,577      |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   | 1,875,145   |                       |   | 2,533,466   |  
|                                                   |  |                   |             |                       |   |             |  
|Investments (note 4)                               |  |                   |            |                       |   | 346,675     |  
|Reclamation deposit (note 7)                       |  |                   | 279,126     |                       |   | 517,711     |  
|Equipment (note 5)                                 |  |                   | 86,985      |                       |   | 218,325     |  
|Mineral properties (note 6)                        |  |                   | 49,251,838  |                       |   | 48,325,628  |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  | $                 | 51,493,094  |                       | $ | 51,941,805  |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   |             |                       |   |             |  
|Liabilities and Stockholders'
Equity               |  |                   |             |                       |   |             |  
|                                                   |  |                   |             |                       |   |             |  
|Current liabilities                                |  |                   |             |                       |   |             |  
|Accounts payable and accrued
liabilities           |  | $                 | 403,018     |                       | $ | 369,012     |  
|Accrued interest payable (note
9)                  |  |                   |            |                       |   | 7,918       |  
|Promissory note (note 9)                           |  |                   |            |                       |   | 1,000,000   |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   | 403,018     |                       |   | 1,376,930   |  
|                                                   |  |                   |             |                       |   |             |  
|Future income tax liability (note
14)              |  |                   | 8,331,605   |                       |   | 9,838,117   |  
|                                                   |  |                   |             |                       |   |             |  
|Stockholders' equity (note 8)                      |  |                   |             |                       |   |             |  
|Common stock authorized -
unlimited, no par
 value |  |                   |             |                       |   |             |  
|Issued - 77,354,997 (2008 -
64,821,664)            |  |                   | 92,670,965  |                       |   | 88,181,641  |  
|Additional paid in
capital                         |  |                   | 6,355,109   |                       |   | 6,170,544   |  
|Deficit accumulated during the
exploration
 stage  |  |                   | (56,267,603 | )                     |   | (53,625,427 | )
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   | 42,758,471  |                       |   | 40,726,758  |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  |                   |             |                       |   |             |  
|                                                   |  | $                 | 51,493,094  |                       | $ | 51,941,805  |  
|                                                   |  |                   |             |                       |   |             |  

Nature of operations and going
concern (note 1) 
Commitments (note 6) 
Contingency (note 10) 
Subsequent events (note 6)

F18

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                                                     
|-- | --------------------------------------------------------------------
|   |                                                                     
|6. | Mineral
 properties                                                 
|   |                                                                     
|   | The continuity of
 expenditures on mineral properties is as follows:

|                  |  |                   |            |           |   |             |  |                   |   |  |   |            | 
|----------------- |  | ----------------- | ---------- | --------- | - | ----------- |  | ----------------- | - |  | - | ---------- | 
|                  |  |                   |            |           |   |             |  |                   |  
|Mineral
 property |  | December 31, 2008 |            | Additions |   | Written off |  | December 31, 2009 |  
|                  |  |                   |            |           |   |             |  |                   |   |  |   |            | 
|                  |  |                   |            |           |   |             |  |                   |   |  |   |            | 
|Midway            |  | $                 | 6,711,786  |           | $ | 324,528     |  | $                 |  |  | $ | 7,036,314  | 
|Spring
 Valley    |  |                   | 5,664,517  |           |   |            |  |                   |  |  |   | 5,664,517  | 
|Pan               |  |                   | 33,443,944 |           |   | 188,862     |  |                   |  |  |   | 33,632,806 | 
|Afgan             |  |                   | 92,936     |           |   | 27,044      |  |                   |  |  |   | 119,980    | 
|Gold Rock         |  |                   | 263,745    |           |   | 159,089     |  |                   |  |  |   | 422,834    | 
|Burnt Canyon      |  |                   | 70,480     |           |   | 49,294      |  |                   |  |  |   | 119,774    | 
|Golden Eagle      |  |                   | 2,078,220  |           |   | 177,393     |  |                   |  |  |   | 2,255,613  | 
|                  |  |                   |            |           |   |             |  |                   |   |  |   |            | 
|                  |  | $                 | 48,325,628 |           | $ | 926,210     |  | $                 |  |  | $ | 49,251,838 | 
|                  |  |                   |            |           |   |             |  |                   |   |  |   |            | 

|                  |  |                   |            |           |   |             |  |                   |            |                   |   |            | 
|----------------- |  | ----------------- | ---------- | --------- | - | ----------- |  | ----------------- | ---------- | ----------------- | - | ---------- | 
|                  |  |                   |            |           |   |             |  |                   |           
|Mineral
 property |  | December 31, 2007 |            | Additions |   | Written off |  | December 31, 2008 |           
|                  |  |                   |            |           |   |             |  |                   |            |                   |   |            | 
|                  |  | Revised note 2(p) |            |           |   |             |  |                   |            | Revised note 2(p) |  
|                  |  |                   |            |           |   |             |  |                   |            |                   |   |            | 
|Midway            |  | $                 | 6,394,704  |           | $ | 317,082     |  | $                 |           |                   | $ | 6,711,786  | 
|Spring
 Valley    |  |                   | 4,879,825  |           |   | 784,692     |  |                   |           |                   |   | 5,664,517  | 
|Pan               |  |                   | 33,316,299 |           |   | 127,645     |  |                   |           |                   |   | 33,443,944 | 
|Afgan             |  |                   | 4,168,784  |           |   | 105,263     |  |                   | (4,181,111 | )                 |   | 92,936     | 
|Gold Rock         |  |                   | 23,248     |           |   | 240,497     |  |                   |           |                   |   | 263,745    | 
|Maggie Creek      |  |                   |           |           |   | 9,902       |  |                   | (9,902     | )                 |   |           | 
|Burnt Canyon      |  |                   | 24,546     |           |   | 45,934      |  |                   |           |                   |   | 70,480     | 
|Maiden Gold       |  |                   |           |           |   | 55,552      |  |                   | (55,552    | )                 |   |           | 
|Golden Eagle      |  |                   |           |           |   | 2,078,220   |  |                   |           |                   |   | 2,078,220  | 
|                  |  |                   |            |           |   |             |  |                   |            |                   |   |            | 
|                  |  | $                 | 48,807,406 |           | $ | 3,764,787   |  | $                 | (4,246,565 | )                 | $ | 48,325,628 | 
|                  |  |                   |            |           |   |             |  |                   |            |                   |   |            | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Midway property, Nye
 County, Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Through a series of
 agreements, amendments and payments the Company has the option to acquire a
 100% interest in the Midway property subject only to a sliding scale royalty
 on Net Smelter Return (NSR) royalty from any commercial production of
 between 2% to 7%, based on changes in gold prices. To maintain the option the
 Company must pay an advance minimum royalty, recoverable from commercial
 production, of US$300,000 per year ($324,526) on each August 15. On September
 29, 2009 the optionors agreed to waive the US$300,000 payment that would
 otherwise be due on August 15, 2010.                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On July 1, 2009, and
 amended on October 14, 2009, the Company agreed with the Town of Tonopah
 (Tonopah) and Lumos & Associates (Lumos) to fund a study to identify
 the best alternatives which maximize the treatment and dewatering of water at
 a possible mine at the Midway Project for municipal use and/or re-injection,
 to minimize the need for redundant facilities and over costs to benefit the
 Company and Tonopah. Tonopah contracted with Lumos to prepare a Preliminary
 Engineering Report to identify the best alternatives to which the Company
 agreed to fund up to US$105,120 of which US$74,294 ($79,120) had been paid or
 accrued by December 31, 2009.

F19

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                
|-- | -------------------------------
|   |                                
|6. | Mineral
 properties (continued)

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Spring Valley property,
 Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company signed an
 exploration and option to joint venture agreement with Barrick Gold
 Exploration Inc., a wholly owned subsidiary of Barrick Gold Corporation,
 effective on March 9, 2009, on the Spring Valley gold project that superseded
 a term sheet executed on October 17, 2008. Barrick is granted the exclusive
 right to earn a 60% interest in the project by spending US$30,000,000 on the
 property (US$4,000,000 guaranteed in the first year) over five years. Barrick
 may increase its interest by 10% (70% total) by spending an additional
 US$8,000,000 in the year immediately after vesting at 60%. At the Companys
 election, Barrick may also earn an additional 5% (75% total) by carrying the
 Company to a production decision and arranging financing for the Companys
 share of mine construction expenses with the carrying and financing costs
 plus interest to be recouped by Barrick once production has been established.
 The Company will coordinate geologic and administrative activities under the
 direction of Barrick, billing monthly at cost plus an administrative fee of
 5%.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | At December 31, 2009 the
 Company had an amounts receivable of $80,078 (US$76,192) for recoverable
 salaries and expenses from Barrick for the Spring Valley project which was
 subsequently paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | Through a series of
 agreements, amendments and payments the Company has the option to acquire a
 100% interest in the property package comprising the Spring Valley project
 subject to NSR royalties ranging from 1% to 7% on different claim groups
 within the property package.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company owns the
 original core package of 44 unpatented claims (the Spring Valley Claims).
 The vendor retained a NSR royalty from commercial production over 500,000
 ounces on a sliding scale increasing from 2% to 7% based on changes in gold
 prices. In addition, the vendor is entitled to a 1% overriding royalty on NSR
 from commercial production on all lands owned by the Company or an affiliate
 and located outside, but within a one half (1/2) mile perimeter of the Spring
 Valley Claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | The Company has had an
 option to purchase 28 claims contiguous to the Spring Valley Claims since
 September 1, 2003 subject to the vendors 2% NSR royalty. The Company paid an
 option payment of US$100,000 ($104,179) on September 1, 2008 with a final
 option payment of US$100,000 paid directly by Barrick on September 1, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | On April 25, 2006, the
 Company entered into a mineral lease agreement and option to purchase 12
 unpatented lode mining claims for US$600,000. The Company paid US$12,000 on
 signing, US$24,000 on April 25, 2007 and US$36,000 on April 25, 2008
 ($36,362) and each year thereafter to maintain the option. The April 25, 2009
 payment of US$36,000 was paid directly by Barrick. The option payments can be
 credited against the purchase price. The owner retained a 3% NSR royalty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | On July 18, 2008 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. On
 July 18, 2009 Barrick paid this annual payment of US$20,000 directly.
 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, 2006, the
 Company entered into a mineral lease agreement and option to purchase two (2)
 unpatented lode mining claims for a series of annual payments as advances
 upon a 3% NSR royalties payable. The Company paid US$2,000 on execution,
 US$4,000 on October 30, 2007, US$5,000 on October 30, 2008 ($6,062) and must
 pay US$6,000 on each October 30 annually thereafter. On October 30, 2009
 Barrick paid the US$6,000 directly. The Company has the option to purchase
 each claim for a price of US$100,000. Any advance royalties paid will be credited
 against the purchase price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F20

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|                                   | 
|---------------------------------- | 
|                                   | 
|6.
 Mineral properties (continued) | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | On June 1, 2007 the
 Company entered into a mineral lease agreement and option to purchase two (2)
 unpatented lode mining claims for US$500,000. To maintain the option the
 Company must make monthly payments of US$1,000 (paid through to December
 2008) ($6,060). On June 1, 2009 Barrick paid the one-time payment of
 US$25,000 due at that time. A further series of one-time payments is due:
 US$150,000 by June 1, 2012; US$150,000 by June 1, 2014; and US$55,000 by June
 1, 2017. All payments shall be credited towards the purchase price.                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | On May 5, 2006, the
 Company purchased land and mineral rights of 920 gross acres, 320 acres net
 surface, 770 acres net mineral, (the Seymork Parcel) from Seymork
 Investments Ltd. (Seymork) for US$200,000, subject to a 3% NSR royalty on
 any production and sale of metals from the claims. On June 11, 2008 the Court
 settled a long standing title dispute to this ground validating the Companys
 claim to the Seymork Parcel. The settlement allowed the Company to purchase
 two promissory notes secured against the property for approximately
 US$598,000 ($609,788 in July 2008). In the future, the Company may elect to
 sell up to 27.6 square miles of interests in lands included in the purchase
 (9.1 square miles of net surface, 19 square miles net minerals) but not
 needed for development of the Spring Valley project to recover a portion of
 the cost.                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | Pan Property, Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The Company assumed the
 January 7, 2003 mineral lease agreement with Gold Standard Royalty
 Corporation (GSRC) (formerly the Lyle Campbell Trust) for a 100% interest
 in the Pan property. On or before January 5 of each year the Company 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%. The Company must incur a minimum of US$65,000 per year for 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.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Afgan Property, Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In August 2007, Midway
 acquired 104 unpatented claims from WFW Resources, LLC of Elko, Nevada, for a
 US$52,000 property payment and annual advance royalty payments of US$25,000
 per year (2009 - $27,044) for years 2 to 5 and US$50,000 per year for years 6
 to 10 with a NSR royalty of 4%. The royalty can be bought down to 1% NSR
 depending upon the price of gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The Company paid US$78,896
 on January 1, 2008 ($79,218) and subsequently terminated this lease and wrote
 off this portion of the property costs. In addition, the Company wrote off
 the $4,101,893 fair value assigned to this project on the April 16, 2007
 acquisition of Pan-Nevada Gold Corporation for a total write down of
 $4,181,111 in the year ended December 31, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | Gold Rock Property, Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The Company assumed the
 March 20, 2006 mineral lease agreement with GSRC for a 100% interest in the
 Gold Rock property. The Company must pay an advance minimum royalty of
 US$30,000 in 2008 ($30,123) and US$45,000 ($56,039) by January 5, 2009. By
 January 5, 2010 and annually thereafter US$60,000 thereafter or the US dollar
 equivalent of 108.05 ounces of gold valued by the average of the London afternoon
 fixing for the third calendar quarter preceding January 1 of the year in
 which the payment is due. Subsequent to the year end the Company paid
 US$103,728 on January 1, 2010.
 The minimum advance royalties will be creditable against a sliding scale NSR
 production royalty of between 2.5% and 4%. The Company must incur a minimum
 of US$75,000 per year for work expenditures, including claim maintenance
 fees, during the term of the mining lease.                                                 

F21

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                
|-- | -------------------------------
|   |                                
|6. | Mineral
 properties (continued)

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | On January 15, 2007 the
 Company entered into a mineral lease agreement with Anchor Mineral, Inc. of
 Kansas, for unpatented mining claims adjoining the Gold Rock project. To
 maintain the option the Company must pay advance minimum royalty payments
 creditable against a 3.5% NSR production royalty of US$6,000 paid June 1, 2008
 ($6,060), US$10,000 by January 15, 2009 ($12,453), US$20,000 by January 15,
 2010, US$30,000 by January 15, 2011 and thereafter the greater of US$30,000
 or the gold equivalent price which is determined by multiplying US$30,000 by
 a factor of the closing price of gold on the last business day in December
 2010 over the closing price of gold on January 15, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | On January 24, 2008 the
 Company entered into a mineral lease agreement with Messrs. Pert and Moyle of
 Nevada for 13 unpatented mining claims over the Easy Junior deposit area. The
 Company paid a first annual minimum royalty of US$50,000 ($50,205) and will
 be required to make annual minimum royalty payments of US$50,000 for years 2
 to 6; US$60,000 for years 7 to 11 and US$75,000 for year 12 and thereafter
 for the remainder of the fifteen year lease. On January 24, 2009 the Company
 paid the year 2 annual payment of US$50,000 ($62,266), and subsequent to the
 year end, paid the year 3 annual payment of US$50,000 on January 13, 2010.
 The minimum advance royalty payments may be creditable against a production
 NSR sliding scale royalty ranging from 2% to 6% based on the gold price. The
 Company has an option to outright purchase the claims for US$5,000,000 with
 any minimum advance royalty payments creditable against the purchase price.                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | On February 13, 2008 the
 Company entered into a mineral lease agreement with Mr. Pankow of Nevada for
 two (2) unpatented mining claims adjacent to the Gold Rock project. The
 Company paid a first annual minimum royalty of US$7,750 ($7,782) and will be
 required make annual minimum royalty payments of US$7,750 for years 2 to 6;
 US$9,250 for years 7 to 11 and US$11,500 for year 12 and thereafter for the
 remainder of the fifteen year lease. On February 13, 2009 the Company paid
 the year 2 annual payment of US$7,750 ($9,651), and subsequent to the year
 end, paid the year 3 annual payment of US$7,750 on February 3, 2010. The
 minimum advance royalty payments may be creditable against a production NSR
 sliding scale royalty ranging from 2% to 5% based on the gold price. The
 Company has an option to outright purchase the claims for US$775,000 with any
 minimum advance royalty payments creditable against the purchase price.                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | On February 13, 2008 the
 Company was assigned an existing lease on 10 unpatented claims adjoining the
 Gold Rock property by William Sheriff, a director of the Company at the time,
 in consideration of 30,000 common shares at a value of US$86,215 ($88,500)
 issued on March 31, 2008. The Company assumed the obligations of the February
 15, 2004 underlying lease with Ronny Jordan and paid Mr. Jordan the first
 annual lease payment of US$10,000 ($10,041). During the term of the lease
 annual minimum royalty payments of US$15,000 will be required each February
 15 thereafter. On February 15, 2009 the Company paid the year 6 annual
 payment of US$15,000 ($18,680), and subsequent to the year end, paid the year
 7 annual payment of US$15,000 on February 1, 2010. The Company may elect at
 any time during the life of the agreement to purchase half of the property
 for US$1,000,000 and the remaining half may be purchased for another
 US$1,500,000 with all royalty payments paid prior to the purchase creditable
 against the purchase price. A 2.5% NSR royalty was retained by Ronny Jordan
 and a 0.5% NSR royalty was retained by William Sheriff.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (f) | Burnt Canyon Property,
 Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | On November 19, 2007, the
 Company entered into a mineral lease agreement and option to purchase
 unpatented lode mining claims for a series of annual payments as advances
 upon a 3% NSR royalty payable. The Company paid US$25,000 on execution,
 US$25,000 by November 19, 2008 ($30,312), US$30,000 by November 19, 2009
 ($31,787), US$40,000 by November 19, 2010 and US$50,000 by November 19, 2011
 and year thereafter. The Company has the option to purchase the claims for a
 price of US$1,000,000. Any advance royalties paid will be credited against
 the purchase price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F22

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                
|-- | -------------------------------
|   |                                
|6. | Mineral
 properties (continued)

| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                         | On May 1, 2008, the
 Company entered into a mineral lease agreement and option to purchase 20
 unpatented lode mining claims for a series of annual payments as advances
 upon the 2% NSR royalty payable. The Company paid US$10,000 ($10,100) on
 execution, US$10,000 by each of May 1, 2009 ($11,672) and May 1, 2010,
 US$15,000 by May 1, 2011 and US$20,000 by May 1, 2012 and each year
 thereafter. The Company has the option to purchase these claims for a total
 purchase of US$2,500,000. Any advance royalties paid will be credited against
 the purchase price.                              
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                         | On April 7, 2009 the
 Company entered into a mineral lease agreement with T.W. Properties for four
 (4) unpatented lode mining claims for a series of annual payments as advances
 upon the 3% NSR royalty payable. The Company paid US$5,000 ($5,835) on
 execution; US$6,000 by April 7, 2010; and US$8,000 by April 7, 2011; and
 US$10,000 by April 7, 2012; and US$12,000 by April 7, 2013 and each year
 thereafter. Any advance royalties paid will be credited against the purchase
 price.                                                                                                           
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g)                                                                                     | Golden Eagle, Washington                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                         | 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.;
 purchased a 75% interest in the Golden Eagle, Washington, project from
 Kinross Gold USA Inc. at a cost of US$1,500,000 ($1,537,950) and 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. Title transfer costs were US$32,843 ($40,070).                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                         | 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.                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The mineral properties
 written off in the year ended December 31, 2008 are as follows:
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h)                                                                                     | Afgan Property, Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                         | In the year ended December
 31, 2008 the Company terminated a January 7, 2003 mineral lease agreement
 with GSRC for a 100% interest in the Afgan property. The Company paid
 US$78,896 on January 1, 2008 ($79,218) and subsequently terminated this lease
 and wrote off this portion of the property costs in the year. In the year
 ended December 31, 2008, the Company wrote off the $4,101,893 fair value
 assigned to this project on the April 16, 2007 acquisition of Pan-Nevada Gold
 Corporation for a total write down of $4,181,111.                                                            
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i)                                                                                     | Maggie Creek Property,
 Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                         | In the year ended December
 31, 2008 the Company terminated a January 7, 2003 mineral lease agreement
 with GSRC for a 100% interest in the Maggie Creek property. The Company paid
 US$9,862 ($9,902) on January 1, 2008 and subsequently wrote this property off
 during the year ended December 31, 2008.                                                                                                                                                                                                                                                                                                  
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c)                                                                                     | Maiden Gold, Montana                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                         | In the year ended December
 31, 2008 the Company terminated an April 4, 2008 mineral lease agreement with
 Patrick D. Henry and Daniel Bauer for patented mining claims and unpatented
 mining claims located in Fergus County, Montana. The Company paid a first
 annual minimum royalty of US$45,000 and a US$10,000 signing bonus and would
 have been required to make annual minimum royalty payments. The Company was
 not able to secure the rest of the necessary property package and abandoned
 this effort and wrote off the $55,552 in acquisition costs in the year ended
 December 31, 2008.    

F23

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | Reclamation
 deposit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company is required to
 post bonds with the Bureau of Land Management (BLM) for reclamation of
 planned mineral exploration programs work associated with the Companys
 mineral properties located in the United States. For the Companys mineral
 properties that are being actively explored under funding arrangement
 agreements, the funding partners are responsible for bonding for the surface
 disturbance created by the exploration programs funded by each of them on
 those projects. Reclamation deposits are designated as held-for-trading with changes
 in fair value recognized in the statement of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At December 31, 2009 the
 Company had posted a total of $279,126 reclamation deposits compared to
 $517,711 at December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|   |     |                                                                         
|-- | --- | ------------------------------------------------------------------------
|8. |     | Share
 capital                                                          
|   |     |                                                                         
|   | (a) | The Companys authorized
 to issue an unlimited number of common shares.
|   |     |                                                                         
|   | (b) | Share issuances                                                         

| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | During 1996, the Company
 issued 420,000 common shares at $0.25 per share by way of a non-brokered
 private placement for proceeds of $98,722 net of issue costs. In addition the
 Company issued 280,000 flow-through common shares at $0.25 per share by way
 of a non-brokered private placement for proceeds of $70,000.                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)  | During 1997, the Company
 completed an initial public offering of 2,000,000 common shares at $0.35 per
 share for proceeds of $590,570, net of issue costs. In connection with this
 offering, the Companys agent received a selling commission of 10% or $0.035
 per share and was issued 25,000 shares as a corporate finance fee.                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iii) | During 1997, the Company
 issued 1,000,000 units at $2.50 per unit by way of a private placement for
 proceeds of $2,253,793 net of issue costs. Each unit consisted of one common
 share and one non-transferable share purchase to purchase one additional
 common share at $3.00 per share until February 14, 1998. The proceeds of the
 financing of $2,500,000 were allocated $2,178,761 as to the common shares and
 $321,239 as to the warrants. During 1998 100,000 of the warrants were
 exercised and 900,000 expired. In connection with this private placement, the
 Companys agent received a selling commission of 7.5% of the proceeds of the
 units sold or $0.1875 per unit and a corporate finance fee of $15,000.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iv)  | During 1997, the Company
 issued 750,000 common shares as performance shares for proceeds of $7,500
 that were held in escrow in accordance with the rules of the regulatory
 authorities of British Columbia. The shares were released 25% in each of
 1998, 1999, 2000 and 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (v)   | During 1997, pursuant to
 an equity participation agreement to acquire an interest in Gemstone Mining
 Inc. (Gemstone), a Utah Corporation that by agreement the creditors of
 Gemstone were issued 1,000,000 units of the Company on conversion of a debt
 of $2,065,500 (US$1,500,000). Each unit consisted of one common share and one
 non-transferable share purchase to purchase one additional common share at
 US$2.00 per share that was immediately exercised for proceeds of $2,803,205
 (US$2,000,000). The first one-third tranche of a conditional finders fee was
 satisfied by the issue of 150,000 common shares in connection with the
 acquisition of Gemstone.                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (vi)  | During 1998, the Company
 issued 100,000 common shares pursuant to the exercise of share purchase
 warrants for proceeds of $300,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (vii) | During 1998, the Company
 issued 200,000 common shares in connection with the acquisition of Gemstone
 as well as the second tranche of finders fee in connection with that
 acquisition. The Companys option to acquire Gemstone expired on January 31,
 1998 and the remaining one-third tranche were not issued.                                                                                                                                                                                                                                                                                                                                                                                                                

F24

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                           
|-- | --------------------------
|   |                           
|8. | Share
 capital (continued)

| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (viii) | During 1999, the Company
 consolidated its issued share capital on a two old for one new basis and
 changed its name from Neary Resources Corporation to Red Emerald Resource
 Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ix)   | During 2002, the Company
 issued 3,500,000 units at $0.25 per unit for proceeds of $875,000 by way of a
 short form offering document under the policies of the TSX Venture Exchange.
 Each unit consists of one common share and one common share purchase warrant
 that entitled the holder to purchase one additional common share at $0.25 per
 share until October 19, 2002. The Company also issued 150,000 common shares
 as a finance fee in connection with this offering, and issued the agent
 875,000 share purchase warrants exercisable at $0.25 per share until April
 19, 2004. During 2002 the Company issued 1,134,500 special warrants at $1.25
 per special warrant for proceeds of $1,418,125. Each Special Warrant
 automatically converted to a unit comprising one common share and one share
 purchase warrant that entitled the holder to purchase one additional common
 share at $1.55 per share until November 6, 2003. The proceeds of the
 financing of $1,418,125 were allocated on a relative fair value basis as
 $1,171,286 to common shares and $246,839 as to the warrants. During 2003 all
 of the warrants expired unexercised. In connection with the offering the
 Company paid the agent a 10% commission totaling $113,450, issued the agent
 40,000 common shares as a finance fee in connection with this offering, and
 issued the agent 170,175 share purchase warrant exercisable at $1.55 per
 share until July 5, 2003.
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (x)    | During 2002, the Company
 issued 4,028,000 common shares pursuant to the exercise of share purchase
 warrants for proceeds of $1,007,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (xi)   | During 2002, the Company
 issued 32,000 common shares pursuant to the exercise of stock options for
 proceeds of $12,800.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (xii)  | During 2002, the Company
 issued 31,250 common shares as additional consideration to a director who
 loaned the Company $780,000 bearing interest at 12% per annum. The loan and
 interest was repaid prior to December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (xiii) | During 2002, the Company
 acquired Rex Exploration Corp. (Rex) in exchange for 4,500,000 common
 shares of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (xiv)  | During 2003, the Company
 issued 700,000 units at $1.20 per unit for proceeds of $840,000 by way of a
 non-brokered private placement. Each unit consists of one common share and
 one share purchase warrant that entitled the holder to purchase one
 additional common share at $1.50 until May 25, 2004. The proceeds of the
 financing of $840,000 were allocated $638,838 as to common shares and
 $201,162 as to the warrants. During 2004 161,000 of the warrants were
 exercised and 539,000 expired. Share issue expenses were $19,932.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (xv)   | During 2003, the Company
 issued 294,500 common shares pursuant to the exercise of share purchase
 warrants for proceeds of $73,625.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (xvi)  | In January 2004, the
 Company issued 400,000 units at $2.00 per unit for proceeds of $800,000 by
 way of a private placement. Each unit consisted of one common share and one
 non-transferable share purchase warrant that entitled the holder to purchase
 one additional common share at $2.35 per share for a six month period. The
 proceeds of the financing of $800,000 were allocated on a relative fair value
 basis as $624,593 to common shares and $175,407 as to the warrants. All of
 the warrants expired unexercised in 2004. The Company issued 40,000 common
 shares as a finders fee for this private placement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (xvii) | In August 2004, the
 Company issued 1,020,000 units at $0.75 per unit for proceeds of $765,000 by
 way of a private placement. Each unit consisted of one common share and one
 non-transferable share purchase warrant that entitled the holder to purchase
 one additional common share at $0.80 per share until August 25, 2005. All of
 the warrants were subsequently exercised. The Company issued 55,650 common
 shares as a finders fee for this private placement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F25

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                           
|-- | --------------------------
|   |                           
|8. | Share
 capital (continued)

| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (xviii) | In December 2004, the
 Company issued 700,000 units at $0.85 per unit for proceeds of $595,000 by
 way of a private placement. Each unit consisted of one common share and one
 non-transferable share purchase warrant that entitled the holder to purchase
 one additional common share at $1.00 per share until December 20, 2005. All
 of the warrants were subsequently exercised. The Company issued 18,750 common
 shares as a finders fee for this private placement.                                                                                                                                                                                                                                                                                                         
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xix)   | In February 2005, the
 Company issued 2,500,000 units at $0.85 per unit for proceeds of $2,125,000 by
 way of a private placement. Each unit consisted of one common share and one
 non-transferable share purchase warrant that entitled the holder to purchase
 one additional common share at $1.00 per share until February 16, 2006. The
 proceeds of the financing of $2,125,000 were allocated on a relative fair
 value basis as $1,598,457 to common shares and $526,543 as to warrants. There
 were 23,000 warrants exercised in fiscal year 2005 and the balance exercised
 in fiscal year 2006. The Company issued 75,800 common shares for $64,430 and
 paid $69,700 in cash as a finders fee and incurred $26,709 in additional
 issue costs for this private placement.
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xx)    | In July 2005, the Company
 issued 1,000,000 units at $1.15 per unit for proceeds of $1,150,000 by way of
 a private placement. Each unit consisted of one common share and one-half
 non-transferable share purchase warrant that entitled the holder to purchase
 one additional common share at $1.15 per share until July 27, 2006. The
 proceeds of the financing of $1,150,000 were allocated on a relative fair
 value basis as $995,193 to common shares and $154,807 as to warrants. All of
 the warrants were exercised in fiscal year 2006. The Company incurred $15,560
 in issue costs.                                                                                                                                                                                    
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xxi)   | In August 2005, the
 Company issued 500,000 units at $1.40 per unit for proceeds of $700,000 by
 way of a private placement. Each unit consisted of one common share and
 one-half nontransferable share purchase warrant that entitled the holder to
 purchase one additional common share at $1.45 per share until August 22,
 2006. The proceeds of the financing of $700,000 were allocated on a relative
 fair value basis as $608,015 to common shares and $91,985 as to warrants. All
 of the warrants were exercised in fiscal year 2006. The Company incurred $8,261
 in issue costs.                                                                                                                                                                                         
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xxii)  | In January 2006, the
 Company issued 40,000 common shares at a value of $88,000 pursuant to a
 purchase and sale agreement to purchase mining claims for the Spring Valley
 project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xxiii) | In May 2006, the Company issued
 3,725,000 units at $1.80 per unit for proceeds of $6,705,000 by way of a
 private placement. Each unit consisted of one common share and one-half
 nontransferable share purchase warrant. Each whole warrant entitled the
 holder to purchase one additional common share at $2.70 per share until May
 16, 2007. The proceeds of the financing of $6,705,000 were allocated on a
 relative fair value basis as $5,998,846 to common shares and $706,154 as to
 warrants. The Company incurred $65,216 in issue costs. By May 16, 2007
 1,725,000 of the warrants were exercised and 137,500 expired unexercised.                                                                                                                                    
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xxiv)  | In November 2006, the
 Company issued 2,000,000 units at $2.50 per unit for proceeds of $5,000,000
 by way of a private placement. Each unit consisted of one common share and
 one-half nontransferable share purchase warrant. Each whole warrant entitles
 the holder to purchase one additional common share at $3.00 per share until
 November 10, 2007. The proceeds of the financing of $2,000,000 were allocated
 on a relative fair value basis as $1,761,509 to common shares and $238,491 as
 to warrants. The Company paid $88,750 in finders fees and incurred $94,546
 in issue costs for this private placement. By November 10, 2007 908,782 of
 the warrants were exercised and 91,218 expired unexercised.                                                          

F26

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                           
|-- | --------------------------
|   |                           
|8. | Share
 capital (continued)

| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (xxv)    | On April 16, 2007, the
 Company issued 7,764,109 common shares at a value of $25,000,431, 308,000
 stock options at a value of $608,020 and 870,323 share purchase warrants at a
 value of $1,420,054 in connection with the acquisition of Pan-Nevada Gold
 Corporation. By December 31, 2007, 154,000 of the stock options had been
 exercised and 761,823 share purchase warrants had been exercised. By December
 31, 2008 the remaining 108,500 share purchase warrants were exercised and
 84,000 stock options had been exercised. On October 11, 2008 the final 70,000
 stock options expired not exercised.
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxvi)   | On August 24, 2007, the
 Company issued 2,000,000 common shares at $2.70 per common share for proceeds
 of $5,400,000 by way of a private placement. The Company incurred $28,000 in
 share issue costs.                                                                                                                                                                                                                                                                                                                                                                                                            
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxvii)  | On March 31, 2008, the
 Company issued 30,000 common shares at a value of $88,500 pursuant to a lease
 assignment of mining claims for the Gold Rock project. The Company incurred
 $1,489 in share issue costs.                                                                                                                                                                                                                                                                                                                                                                                                    
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxviii) | On June 12, 2008, the
 Company issued 1,421,500 common shares at $2.00 per common share for proceeds
 of $2,843,000 by way of a private placement. The Company incurred $75,371 in
 share issue costs.                                                                                                                                                                                                                                                                                                                                                                                                              
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxix)   | On August 1, 2008 the
 Company issued 600,000 common shares at US$2.50 per common share for proceeds
 of $1,537,950 (US$1,500,000) by way of a private placement with Kinross Gold
 USA Inc. The Company incurred $39,450 in share issue costs.                                                                                                                                                                                                                                                                                                                                                                     
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxx)    | On November 12, 2008 the
 Company issued 12,500,000 units at $0.22 per unit for proceeds of $2,750,000
 by way of a private placement. Each unit consisted of one common share and
 one share purchase warrant. Each warrant entitles the holder to purchase one
 additional common share at $0.28 per share until May 12, 2009. The proceeds
 of the financing of $2,750,000 were allocated on a relative                                                                                                                                                                                                          
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxxi)   | fair value basis as
 $1,793,491 to common shares and $956,509 as to warrants. The Company incurred
 $23,395 in issue costs for this private placement. By May 11, 2009 all of the
 warrants were exercised. In the year ended December 31, 2009 all of the
 12,500,000 warrants were exercised for proceeds of $3,500,000.                                                                                                                                                                                                                                                                                          
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxxii)  | In addition to the 84,000
 stock options reported exercised in paragraph xxv, during 2008, the Company
 issued a further 395,000 common shares pursuant to the exercise of stock
 options for proceeds of $613,250.                                                                                                                                                                                                                                                                                                                                                                                                 
| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxxiii) | During 2009, the Company
 issued 33,333 common shares pursuant to the exercise of stock options for
 proceeds of $21,651                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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

F27

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                           
|-- | --------------------------
|   |                           
|8. | Share
 capital (continued)

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

|                                 |  |                            |      |                             |   |           |  |           |           |                        |   |                             |   |   |          |   |   |           | 
|-------------------------------- |  | -------------------------- | ---- | --------------------------- | - | --------- |  | --------- | --------- | ---------------------- | - | --------------------------- | - | - | -------- | - | - | --------- | 
|                                 |  |                            |      |                             |   |           |  |           |           |                        |   |                             |  
|Expiry date                      |  | Exercise
 price per
 share |      | Balance
 December 31,
 2008 |   | Granted   |  | Exercised |           | Cancelled
 or
 expired |   | Balance
 December 31,
 2009 |  
|                                 |  |                            |      |                             |   |           |  |           |           |                        |   |                             |   |   |          |   |   |           | 
|                                 |  |                            |      |                             |   |           |  |           |           |                        |   |                             |   |   |          |   |   |           | 
|September 14, 2009               |  | $                          | 0.80 |                             |   | 222,500   |  |           |          |                        |   |                            |   |   | (222,500 | ) |   |          | 
|February 4, 2010                 |  | $                          | 0.85 |                             |   | 80,000    |  |           |          |                        |   |                            |   |   |         |   |   | 80,000    | 
|June 24, 2010                    |  | $                          | 1.30 |                             |   | 225,000   |  |           |          |                        |   |                            |   |   | (75,000  | ) |   | 150,000   | 
|March 9, 2011                    |  | $                          | 2.00 |                             |   | 75,000    |  |           |          |                        |   |                            |   |   |         |   |   | 75,000    | 
|March 22, 2011                   |  | $                          | 2.00 |                             |   | 100,000   |  |           |          |                        |   |                            |   |   | (100,000 | ) |   |          | 
|May 4, 2011                      |  | $                          | 2.00 |                             |   | 30,000    |  |           |          |                        |   |                            |   |   |         |   |   | 30,000    | 
|June 15, 2011                    |  | $                          | 2.53 |                             |   | 310,000   |  |           |          |                        |   |                            |   |   | (75,000  | ) |   | 235,000   | 
|August 30, 2011                  |  | $                          | 2.63 |                             |   | 40,000    |  |           |          |                        |   |                            |   |   |         |   |   | 40,000    | 
|November 30, 2011                |  | $                          | 2.70 |                             |   | 140,000   |  |           |          |                        |   |                            |   |   |         |   |   | 140,000   | 
|January 23, 2012                 |  | $                          | 3.00 |                             |   | 25,000    |  |           |          |                        |   |                            |   |   |         |   |   | 25,000    | 
|March 7, 2012                    |  | $                          | 2.93 |                             |   | 100,000   |  |           |          |                        |   |                            |   |   |         |   |   | 100,000   | 
|April 26, 2012                   |  | $                          | 3.20 |                             |   | 100,000   |  |           |          |                        |   |                            |   |   | (100,000 | ) |   |          | 
|July 31, 2012                    |  | $                          | 2.71 |                             |   | 816,667   |  |           |          |                        |   |                            |   |   | (266,667 | ) |   | 550,000   | 
|October 30, 2012                 |  | $                          | 3.36 |                             |   | 100,000   |  |           |          |                        |   |                            |   |   |         |   |   | 100,000   | 
|November 16, 2012                |  | $                          | 3.25 |                             |   | 26,667    |  |           |          |                        |   |                            |   |   | (26,667  | ) |   |          | 
|December 6, 2012                 |  | $                          | 3.32 |                             |   | 15,000    |  |           |          |                        |   |                            |   |   |         |   |   | 15,000    | 
|April 13, 2014                   |  | $                          | 2.04 |                             |   | 400,000   |  |           |          |                        |   |                            |   |   |         |   |   | 400,000   | 
|May 12, 2013                     |  | $                          | 2.00 |                             |   | 50,000    |  |           |          |                        |   |                            |   |   |         |   |   | 50,000    | 
|May 23, 2013                     |  | $                          | 2.00 |                             |   | 75,000    |  |           |          |                        |   |                            |   |   | (75,000  | ) |   |          | 
|July 16, 2013                    |  | $                          | 2.00 |                             |   | 163,333   |  |           |          |                        |   |                            |   |   | (13,333  | ) |   | 150,000   | 
|January 7, 2014                  |  | $                          | 0.56 |                             |   |          |  |           | 1,415,000 |                        |   | (33,333                     | ) |   | (20,000  | ) |   | 1,361,667 | 
|September 9, 2014                |  | $                          | 0.86 |                             |   |          |  |           | 1,000,000 |                        |   |                            |   |   |         |   |   | 1,000,000 | 
|                                 |  |                            |      |                             |   |           |  |           |           |                        |   |                             |   |   |          |   |   |           | 
|                                 |  |                            |      |                             |   | 3,094,167 |  |           | 2,415,000 |                        |   | (33,333                     | ) |   | (974,167 | ) |   | 4,501,667 | 
|                                 |  |                            |      |                             |   |           |  |           |           |                        |   |                             |   |   |          |   |   |           | 
|                                 |  |                            |      |                             |   |           |  |           |           |                        |   |                             |   |   |          |   |   |           | 
|Weighted average exercise
 price |  |                            |      |                             | $ | 2.260     |  | $         | 0.672     |                        | $ | 0.560                       |   | $ | 2.035    |   | $ | 1.474     | 
|                                 |  |                            |      |                             |   |           |  |           |           |                        |   |                             |   |   |          |   |   |           | 

| |                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At December 31, 2009, all
 but 530,001 of the 4,501,667 stock options were exercisable. The intrinsic
 value of the vested stock options was $224,583. The intrinsic value of vested
 stock options outstanding at December 31, 2009 is calculated on the
 difference between the exercise prices of the underlying options and the
 quoted price of our common stock as of the reporting date.

F28

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                           
|-- | --------------------------
|   |                           
|8. | Share
 capital (continued)
|   |                           

|                                 |  |                            |      |                             |   |           |  |           |         |                        |   |                             |   |   |          |   |   |           | 
|-------------------------------- |  | -------------------------- | ---- | --------------------------- | - | --------- |  | --------- | ------- | ---------------------- | - | --------------------------- | - | - | -------- | - | - | --------- | 
|                                 |  |                            |      |                             |   |           |  |           |         |                        |   |                             |  
|Expiry date                      |  | Exercise
 price per
 share |      | Balance
 December 31,
 2007 |   | Granted   |  | Exercised |         | Cancelled
 or
 expired |   | Balance
 December 31,
 2008 |  
|                                 |  |                            |      |                             |   |           |  |           |         |                        |   |                             |   |   |          |   |   |           | 
|                                 |  |                            |      |                             |   |           |  |           |         |                        |   |                             |   |   |          |   |   |           | 
|February 11, 2008                |  | $                          | 1.43 |                             |   | 84,000    |  |           |        |                        |   | (84,000                     | ) |   |         |   |   |          | 
|September 5, 2008                |  | $                          | 1.24 |                             |   | 100,000   |  |           |        |                        |   |                            |   |   | (100,000 | ) |   |          | 
|October 11, 2008                 |  | $                          | 1.07 |                             |   | 70,000    |  |           |        |                        |   |                            |   |   | (70,000  | ) |   |          | 
|September 14, 2009               |  | $                          | 0.80 |                             |   | 242,500   |  |           |        |                        |   | (20,000                     | ) |   |         |   |   | 222,500   | 
|February 4, 2010                 |  | $                          | 0.85 |                             |   | 80,000    |  |           |        |                        |   |                            |   |   |         |   |   | 80,000    | 
|June 24, 2010                    |  | $                          | 1.30 |                             |   | 500,000   |  |           |        |                        |   | (275,000                    | ) |   |         |   |   | 225,000   | 
|March 9, 2011                    |  | $                          | 2.00 |                             |   | 100,000   |  |           |        |                        |   | (25,000                     | ) |   |         |   |   | 75,000    | 
|March 22, 2011                   |  | $                          | 2.00 |                             |   | 100,000   |  |           |        |                        |   |                            |   |   |         |   |   | 100,000   | 
|May 4, 2011                      |  | $                          | 2.00 |                             |   | 30,000    |  |           |        |                        |   |                            |   |   |         |   |   | 30,000    | 
|June 15, 2011                    |  | $                          | 2.53 |                             |   | 385,000   |  |           |        |                        |   | (75,000                     | ) |   |         |   |   | 310,000   | 
|August 30, 2011                  |  | $                          | 2.63 |                             |   | 40,000    |  |           |        |                        |   |                            |   |   |         |   |   | 40,000    | 
|November 30, 2011                |  | $                          | 2.70 |                             |   | 140,000   |  |           |        |                        |   |                            |   |   |         |   |   | 140,000   | 
|January 23, 2012                 |  | $                          | 3.00 |                             |   | 25,000    |  |           |        |                        |   |                            |   |   |         |   |   | 25,000    | 
|March 7, 2012                    |  | $                          | 2.93 |                             |   | 100,000   |  |           |        |                        |   |                            |   |   |         |   |   | 100,000   | 
|April 26, 2012                   |  | $                          | 3.20 |                             |   | 200,000   |  |           |        |                        |   |                            |   |   | (100,000 | ) |   | 100,000   | 
|July 31, 2012                    |  | $                          | 2.71 |                             |   | 975,000   |  |           |        |                        |   |                            |   |   | (158,333 | ) |   | 816,667   | 
|October 30, 2012                 |  | $                          | 3.36 |                             |   | 100,000   |  |           |        |                        |   |                            |   |   |         |   |   | 100,000   | 
|November 16, 2012                |  | $                          | 3.25 |                             |   | 40,000    |  |           |        |                        |   |                            |   |   | (13,333  | ) |   | 26,667    | 
|December 6, 2012                 |  | $                          | 3.32 |                             |   | 15,000    |  |           |        |                        |   |                            |   |   |         |   |   | 15,000    | 
|April 13, 2014                   |  | $                          | 2.04 |                             |   | 400,000   |  |           |        |                        |   |                            |   |   |         |   |   | 400,000   | 
|May 12, 2013                     |  | $                          | 2.00 |                             |   |          |  |           | 50,000  |                        |   |                            |   |   |         |   |   | 50,000    | 
|May 23, 2013                     |  | $                          | 2.00 |                             |   |          |  |           | 75,000  |                        |   |                            |   |   |         |   |   | 75,000    | 
|July 16, 2013                    |  | $                          | 2.00 |                             |   |          |  |           | 215,000 |                        |   |                            |   |   | (51,667  | ) |   | 163,333   | 
|                                 |  |                            |      |                             |   |           |  |           |         |                        |   |                             |   |   |          |   |   |           | 
|                                 |  |                            |      |                             |   | 3,726,500 |  |           | 340,000 |                        |   | (479,000                    | ) |   | (493,333 | ) |   | 3,094,167 | 
|                                 |  |                            |      |                             |   |           |  |           |         |                        |   |                             |   |   |          |   |   |           | 
|                                 |  |                            |      |                             |   |           |  |           |         |                        |   |                             |   |   |          |   |   |           | 
|Weighted average exercise
 price |  |                            |      |                             | $ | 2.180     |  | $         | 2.000   |                        | $ | 1.530                       |   | $ | 2.220    |   | $ | 2.260     | 
|                                 |  |                            |      |                             |   |           |  |           |         |                        |   |                             |   |   |          |   |   |           | 

F29

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                           
|-- | --------------------------
|   |                           
|8. | Share
 capital (continued)

|                                 |  |                               |      |                             |   |           |  |           |           |                        |   |                             |   |   |   |  |   |           | 
|-------------------------------- |  | ----------------------------- | ---- | --------------------------- | - | --------- |  | --------- | --------- | ---------------------- | - | --------------------------- | - | - | - |  | - | --------- | 
|                                 |  |                               |      |                             |   |           |  |           |           |                        |   |                             |  
|Expiry date                      |  | Exercise
 
 price per 
 share |      | Balance
 December 31,
 2006 |   | Granted   |  | Exercised |           | Cancelled
 or
 expired |   | Balance
 December 31,
 2007 |  
|                                 |  |                               |      |                             |   |           |  |           |           |                        |   |                             |   |   |   |  |   |           | 
|                                 |  |                               |      |                             |   |           |  |           |           |                        |   |                             |   |   |   |  |   |           | 
|March 7, 2007                    |  | $                             | 1.40 |                             |   | 150,000   |  |           |          |                        |   | (150,000                    | ) |   |  |  |   |          | 
|July 12, 2007                    |  | $                             | 1.43 |                             |   |          |  |           | 21,000    |                        |   | (21,000                     | ) |   |  |  |   |          | 
|July 12, 2007                    |  | $                             | 1.07 |                             |   |          |  |           | 42,000    |                        |   | (42,000                     | ) |   |  |  |   |          | 
|August 11, 2007                  |  | $                             | 1.43 |                             |   |          |  |           | 91,000    |                        |   | (91,000                     | ) |   |  |  |   |          | 
|February 11, 2008                |  | $                             | 1.43 |                             |   |          |  |           | 84,000    |                        |   |                            |   |   |  |  |   | 84,000    | 
|September 5, 2008                |  | $                             | 1.24 |                             |   | 200,000   |  |           |          |                        |   | (100,000                    | ) |   |  |  |   | 100,000   | 
|October 11, 2008                 |  | $                             | 1.07 |                             |   |          |  |           | 70,000    |                        |   |                            |   |   |  |  |   | 70,000    | 
|September 14, 2009               |  | $                             | 0.80 |                             |   | 308,500   |  |           |          |                        |   | (66,000                     | ) |   |  |  |   | 242,500   | 
|February 4, 2010                 |  | $                             | 0.85 |                             |   | 80,000    |  |           |          |                        |   |                            |   |   |  |  |   | 80,000    | 
|June 24, 2010                    |  | $                             | 1.30 |                             |   | 575,000   |  |           |          |                        |   | (75,000                     | ) |   |  |  |   | 500,000   | 
|October 4, 2010                  |  | $                             | 1.70 |                             |   | 30,000    |  |           |          |                        |   | (30,000                     | ) |   |  |  |   |          | 
|March 9, 2011                    |  | $                             | 2.00 |                             |   | 100,000   |  |           |          |                        |   |                            |   |   |  |  |   | 100,000   | 
|March 22, 2011                   |  | $                             | 2.00 |                             |   | 100,000   |  |           |          |                        |   |                            |   |   |  |  |   | 100,000   | 
|May 4, 2011                      |  | $                             | 2.00 |                             |   | 30,000    |  |           |          |                        |   |                            |   |   |  |  |   | 30,000    | 
|June 15, 2011                    |  | $                             | 2.53 |                             |   | 405,000   |  |           |          |                        |   | (20,000                     | ) |   |  |  |   | 385,000   | 
|August 30, 2011                  |  | $                             | 2.63 |                             |   | 40,000    |  |           |          |                        |   |                            |   |   |  |  |   | 40,000    | 
|November 30, 2011                |  | $                             | 2.70 |                             |   | 140,000   |  |           |          |                        |   |                            |   |   |  |  |   | 140,000   | 
|January 23, 2012                 |  | $                             | 3.00 |                             |   |          |  |           | 25,000    |                        |   |                            |   |   |  |  |   | 25,000    | 
|March 7, 2012                    |  | $                             | 2.93 |                             |   |          |  |           | 100,000   |                        |   |                            |   |   |  |  |   | 100,000   | 
|April 26, 2012                   |  | $                             | 3.20 |                             |   |          |  |           | 200,000   |                        |   |                            |   |   |  |  |   | 200,000   | 
|July 31, 2012                    |  | $                             | 2.71 |                             |   |          |  |           | 975,000   |                        |   |                            |   |   |  |  |   | 975,000   | 
|October 30, 2012                 |  | $                             | 3.36 |                             |   |          |  |           | 100,000   |                        |   |                            |   |   |  |  |   | 100,000   | 
|November 16, 2012                |  | $                             | 3.25 |                             |   |          |  |           | 40,000    |                        |   |                            |   |   |  |  |   | 40,000    | 
|December 6, 2012                 |  | $                             | 3.32 |                             |   |          |  |           | 15,000    |                        |   |                            |   |   |  |  |   | 15,000    | 
|April 13, 2014                   |  | $                             | 2.04 |                             |   | 400,000   |  |           |          |                        |   |                            |   |   |  |  |   | 400,000   | 
|                                 |  |                               |      |                             |   |           |  |           |           |                        |   |                             |   |   |   |  |   |           | 
|                                 |  |                               |      |                             |   | 2,558,500 |  |           | 1,763,000 |                        |   | (595,000                    | ) |   |  |  |   | 3,726,500 | 
|                                 |  |                               |      |                             |   |           |  |           |           |                        |   |                             |   |   |   |  |   |           | 
|                                 |  |                               |      |                             |   |           |  |           |           |                        |   |                             |   |   |   |  |   |           | 
|Weighted average exercise
 price |  |                               |      |                             | $ | 1.620     |  | $         | 2.590     |                        | $ | 1.330                       |   | $ |  |  | $ | 2.180     | 
|                                 |  |                               |      |                             |   |           |  |           |           |                        |   |                             |   |   |   |  |   |           | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company used the
 Companys historical experience to estimate the expected life of stock
 options. The $0.31 to $0.57 fair value of each stock option grant in the year
 ended December 31, 2009 was calculated using the Black-Scholes option pricing
 model with the following weighted average assumptions: expected life of 3.09
 to 3.49 years; volatility of 90.92% to 100.14%; no dividend yield; and a risk
 free interest rate of 1.77% to 2.37%. The Company recorded stock-based
 compensation expense of $1,152,238 in the year ended December 31, 2009 for
 options vesting during the year of which $955,069 was included in salaries
 and benefits in the statement of operations and $197,169 was included in
 salaries and labour in the schedule of mineral exploration expenditures.

F30

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                           
|-- | --------------------------
|   |                           
|8. | Share
 capital (continued)

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | The Company recorded
 stock-based compensation expense of $501,028 in the year ended December 31,
 2008 for options vesting in that year of which $242,870 was included in
 salaries and benefits in the statement of operations and $258,158 was
 included in salaries and labour in the schedule of mineral exploration
 expenditures. There was a balance of $79,239 that will be recognized over the
 next two fiscal years as the options vest. The fair value of each stock
 option grant was calculated using the Black-Scholes option pricing model with
 the following assumptions: expected life of 3.25 years; volatility ranging
 from 64% to 67%; no dividend yield; and a risk free interest rate ranging
 from 2.71% to 3.24%.                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | During 2007, the Company
 granted 1,455,000 options with an estimated fair value of $2,054,048 and
 recorded stock-based compensation expense for the vested portions of those
 stock options of $1,502,912 in the statement of operations of which
 $1,210,802 is included in salaries and benefits and $292,110 has been
 included in engineering and consulting exploration costs. The remaining fair
 value of $551,136 will be recorded as the options vest over the next two
 fiscal years. The fair value of each stock option grant was calculated using
 the Black-Scholes option pricing model with the following assumptions:
 expected life from 2.5 to 3.25 years; volatility ranging from 68% to 78%; no
 dividend yield; and a risk free interest rate ranging from 3.85% to 4.61%.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | In April 2007 the Company
 issued 308,000 stock options to Pan-Nevada option holders. The Company
 recorded the $608,020 fair value of these options as a part of the cost to
 acquire Pan-Nevada. The fair value of each option grant was calculated using
 the Black-Scholes option pricing model with the following assumptions:
 expected life of 4 to 10 months; volatility of 68%; no dividend yield; and a
 risk free interest rate of 4.13%.                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | Share purchase warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | The continuity of share
 purchase warrants is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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

|             |  |                            |      |                             |  |         |  |           |            |         |  |                             |   |  |   |  |  |            | 
|------------ |  | -------------------------- | ---- | --------------------------- |  | ------- |  | --------- | ---------- | ------- |  | --------------------------- | - |  | - |  |  | ---------- | 
|             |  |                            |      |                             |  |         |  |           |            |         |  |                             |  
|Expiry date  |  | Exercise
 price per
 share |      | Balance
 December 31,
 2007 |  | Issued  |  | Exercised |            | Expired |  | Balance
 December 31,
 2008 |  
|             |  |                            |      |                             |  |         |  |           |            |         |  |                             |  
|             |  |                            |      |                             |  |         |  |           |            |         |  |                             |   |  |   |  |  |            | 
|May 23, 2008 |  | $                          | 1.43 |                             |  | 108,500 |  |           |           |         |  | (108,500                    | ) |  |  |  |  |           | 
|May 12, 2009 |  | $                          | 0.28 |                             |  |        |  |           | 12,500,000 |         |  |                            |   |  |  |  |  | 12,500,000 | 
|             |  |                            |      |                             |  |         |  |           |            |         |  |                             |   |  |   |  |  |            | 
|             |  |                            |      |                             |  |         |  |           |            |         |  |                             |   |  |   |  |  |            | 
|             |  |                            |      |                             |  | 108,500 |  |           | 12,500,000 |         |  | (108,500                    | ) |  |  |  |  | 12,500,000 | 
|             |  |                            |      |                             |  |         |  |           |            |         |  |                             |   |  |   |  |  |            | 

|                   |  |                            |      |                             |  |           |  |           |         |         |  |                            |   |  |          |   |  |         | 
|------------------ |  | -------------------------- | ---- | --------------------------- |  | --------- |  | --------- | ------- | ------- |  | -------------------------- | - |  | -------- | - |  | ------- | 
|                   |  |                            |      |                             |  |           |  |           |         |         |  |                            |  
|Expiry date        |  | Exercise
 price per
 share |      | Balance
 December 31,
 2006 |  | Issued    |  | Exercised |         | Expired |  | Balance December
 31, 2007 |  
|                   |  |                            |      |                             |  |           |  |           |         |         |  |                            |  
|                   |  |                            |      |                             |  |           |  |           |         |         |  |                            |   |  |          |   |  |         | 
|May 16, 2007       |  | $                          | 2.70 |                             |  | 1,862,500 |  |           |        |         |  | (1,725,000                 | ) |  | (137,500 | ) |  |        | 
|July 19,
 2007     |  | $                          | 1.96 |                             |  |          |  |           | 418,822 |         |  | (418,822                   | ) |  |         |   |  |        | 
|November 10,
 2007 |  | $                          | 3.00 |                             |  | 1,000,000 |  |           |        |         |  | (908,782                   | ) |  | (91,218  | ) |  |        | 
|May 23, 2008       |  | $                          | 1.43 |                             |  |          |  |           | 451,501 |         |  | (343,001                   | ) |  |         |   |  | 108,500 | 
|                   |  |                            |      |                             |  |           |  |           |         |         |  |                            |   |  |          |   |  |         | 
|                   |  |                            |      |                             |  |           |  |           |         |         |  |                            |   |  |          |   |  |         | 
|                   |  |                            |      |                             |  | 2,862,500 |  |           | 870,323 |         |  | (3,395,605                 | ) |  | (228,718 | ) |  | 108,500 | 
|                   |  |                            |      |                             |  |           |  |           |         |         |  |                            |   |  |          |   |  |         | 

F31

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|   |                           
|-- | --------------------------
|   |                           
|8. | Share
 capital (continued)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On November 12, 2008 the
 Company issued 12,500,000 warrants as part of a unit by way of a private
 placement. Each warrant entitles the holder to purchase one additional common
 share at $0.28 per share until May 12, 2009. The Company recorded a relative
 fair value of $956,509as
 to warrants. The fair value of each warrant issued was calculated using the
 Black-Scholes option pricing model with the following assumptions: expected
 life of 6 months; volatility of 168%; no dividend yield; and a risk free
 interest rate of 1.84%. All of the warrants were exercised in the year ended
 December 31, 2009.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | On April 16, 2007, with
 the acquisition of Pan-Nevada, the Company issued 870,323 share purchase
 warrants to Pan-Nevada warrant holders. The Company recorded the $1,420,054
 fair value of these warrants as a part of the cost to acquire Pan-Nevada. The
 fair value of each warrant issued was calculated using the Black-Scholes
 option pricing model with the following assumptions: expected life of 3 to 18
 months; volatility of 68%; no dividend yield; and a risk free interest rate
 of 4.13%. In the year ended December 31, 2007 all but 108,500 were exercised
 and on May 23, 2008 the 108,500 expired.    

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.  | Promissory
 note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On July 17, 2008, the
 Company and Golden Predator Mines Inc. (Golden Predator) entered into a
 term sheet (the Term Sheet) describing the principal terms of a business
 combination between the two companies. Completion of the transaction was
 subject to receipt of a favourable fairness opinion, completion of due
 diligence investigations, the parties entering into a definitive agreement,
 securities law compliance and obtaining all necessary court, regulatory,
 stock exchange, board and shareholder approvals. On September 15, 2008 the
 Term Sheet expired and the business combination was not completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Pursuant the Term Sheet,
 Golden Predator agreed to provide a loan facility of $5 million to the
 Company, which the Company could draw upon in instalments of $1 million. On
 August 28, 2008 the Company drew $2 million of the facility and issued a
 promissory note that will mature with interest at the Canadian prime rate
 plus 2% on July 16, 2009. On November 12, 2008 the Company and Golden
 Predator mutually agreed to release each other from all matters related to
 the Term Sheet, remove all restrictions and reporting obligations for the use
 of proceeds of the Promissory Note and the Company agreed to early pay Golden
 Predator $1,000,000 of the Promissory Note together with $27,274 interest
 accrued to that date. Finally the Company agreed that 50% of the proceeds of
 any warrants exercised pursuant to the private placement closed on November
 12, 2008 will be applied to the Promissory Note until it is paid. On May 8,
 2009 the Company paid Golden Predator the final payment owing on the
 $1,000,000 principal of the Promissory Note together with interest of $24,101
 accrued to the date of payment.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10. | Contingency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On February 2, 2007 the
 Companys wholly-owned Nevada subsidiary MGC Resources Inc. (MGC) entered
 into a drill contract with Derex Drilling Services Ltd. (Derex), a British
 Columbia corporation, to provide drilling services for the Midway project and
 MGC paid Derex a deposit of US$50,000. Derex did not provide the drilling
 services on a timely basis and by May 2007 MGC filed a civil complaint
 alleging breach of contract and MGC filed and was granted a writ of
 attachment against the drill rig which had been left unattended on the Midway
 property and was the only known asset of Derex in the United States. MGC
 presented the writ of attachment to the Nye County Sheriff for execution and
 the Sheriff engaged a towing company to remove the drill rig and deliver it
 to storage. On May 10, 2007 the towing company driver was involved in an
 accident while moving the drill rig, causing extensive damage to the drill
 rig.                                                                                                                                                                                   

F32

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 10.
 Contingency (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On or about May 14, 2007
 Derex returned to MGC the US$50,000 deposit and MGC dismissed the complaint
 alleging breach of contract. MGC had heard nothing further about this matter
 until May 5, 2009 when MGC was named as a defendant to a civil complaint
 filed in federal court in Nevada (the Complaint). The Complaint was filed
 by ING Novex Insurance Company of Canada (ING) against MGC, the tow truck
 driver, the towing company and the Nye County Sheriffs office (the ING
 Defendants) to recover damages and attorneys fees and costs under its
 subrogation rights for having reimbursed Derex for the value of the drill rig
 under a policy of insurance. In its Complaint, ING asserts claims against MGC
 for negligence, wrongful attachment and unjust enrichment.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | While ING has alleged that
 the value of the drill rig was approximately US$200,000, the amount of the
 potential damages cannot be reasonably estimated at this time and the occurrence
 of the confirming future event is not determinable. On June 22, 2009 MGC
 filed a motion to dismiss INGs Complaint. ING filed a response on July 15,
 2009. MGC filed a reply on July 31, 2009. On December 29, 2009 the federal
 court issued an order dismissing the negligence and unjust enrichment claims
 against MGC with prejudice and the wrongful attachment claim was dismissed
 without prejudice. ING has not amended its claim against MGC as yet. The
 outcome of this matter is not determinable at present                                                                              

|    |                             | 
|--- | --------------------------- | 
|11. | Related
 party transactions

| |     |                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | During the year ended
 December 31, 2009, $115,000 (2008 - $90,000; 2007 - $110,000) was paid for
 office facilities and administrative services to a company with an officer in
 common.
| |     |                                                                                                                                                                                          
| | (b) | Recovery of office costs
 from a company managed by common directors and officers $nil (2008 - $22,348;
 2007 - $25,784).                                                                
| |     |                                                                                                                                                                                          
| | (c) | During the year ended
 December 31, 2008 the Company issued a director, at the time, 30,000 common
 shares pursuant to a mineral property agreement described in note 6(e).              

|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Included in accounts
 payable and accrued liabilities at December 31, 2009 is $8,819 (December 31,
 2008 - $16,204) payable to the companies referred to in this note and other
 directors.                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | These transactions are in
 the normal course of operations and are measured at the exchange amount,
 which is the amount of consideration established and agreed to by the related
 parties.                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|12. | Financial
 instruments                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In all material respects,
 the carrying amounts for the Companys cash and cash equivalents, amounts
 receivable, accounts payable and accrued liabilities approximate their fair
 values due to the short term nature of these instruments. There were no
 investments at December 31, 2009.                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|13. | Supplemental
 disclosure with respect to cash flows                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The significant non-cash
 transactions for the year ended December 31, 2009 consisted of the transfer
 of $11,164 for the fair value of stock options exercised and the transfer of
 $956,509 for the fair value of share purchase warrants exercised from paid in
 additional capital to share capital.                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The significant non-cash
 transactions for the year ended December 31, 2008 consisted of the issue of
 30,000 common shares for an option payment for a mineral property in the amount
 of $88,500 (note 5), the transfer of $453,212 for the fair value of stock
 options exercised and the transfer of $209,405 for the fair value of share
 purchase warrants exercised from paid in additional capital to share capital.

F33

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13. | Supplemental
 disclosure with respect to cash flows (continued)                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The significant non-cash
 transaction for the year ended December 31, 2007 consisted of the issue of
 7,764,109 common shares, 308,000 stock options and 870,323 share purchase
 warrants for the acquisition of Pan-Nevada (note 3), the transfer of $694,515
 for the fair value of stock options exercised and the transfer of $2,081,407
 for the fair value of share purchase warrants exercised from paid in
 additional capital to share capital.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|14. | Income
 taxes                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The majority of the
 difference between the actual tax recovery and the expected B.C. statutory
 corporate income tax recovery follows:                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                                                        |  |              |            |              |   |              |   |   |            |  
|------------------------------------------------------- |  | ------------ | ---------- | ------------ | - | ------------ | - | - | ---------- | -
|                                                        |  |              |            |              |   |              |  
|Canadian statutory income tax rate                      |  | 2009
 30.00% |            | 2008
 31.00% |   | 2007
 34.12% |  
|                                                        |  |              |            |              |   |              |   |   |            |  
|                                                        |  |              |            |              |   |              |   |   |            |  
|Income tax benefit computed at Canadian
 statutory rate |  | $            | (937,602   | )            | $ | (5,562,142   | ) | $ | (3,897,564 | )
|                                                        |  |              |            |              |   |              |   |   |            |  
|Change in valuation allowance                           |  |              | (1,133,500 | )            |   | 5,046,227    |   |   |            |  
|Permanent differences                                   |  |              | 1,256,739  |              |   | 155,319      |   |   | (608,436   | )
|Change in enacted tax rates                             |  |              | (100,766   | )            |   | (785,024     | ) |   |            |  
|Expiration of losses and other                          |  |              | 431,966    |              |   | (631,380     | ) |   | 3,749,000  |  
|                                                        |  |              |            |              |   |              |   |   |            |  
|                                                        |  |              |            |              |   |              |   |   |            |  
|Income tax recovery                                     |  | $            | (483,163   | )            | $ | (1,777,000   | ) | $ | (757,000   | )
|                                                        |  |              |            |              |   |              |   |   |            |  

| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | The significant components
 of the Companys future income tax assets and liabilities at December 31 are
 as follows:

|                                           |  |      |             |      |                     |             |  
|------------------------------------------ |  | ---- | ----------- | ---- | ------------------- | ----------- | -
|                                           |  |      |             |      |                    
|                                           |  | 2009 |             | 2008 |                    
|                                           |  |      |             |      |                    
|Future income tax assets:                  |  |      |             |      | revised (note 2(p)) |            
|Canada:                                    |  |      |             |      |                     |             |  
|Equipment, mineral properties and
other    |  | $    | 40,459      |      | $                   | 146,503     |  
|Non-capital losses carried
forward         |  |      | 1,743,672   |      |                     | 1,458,188   |  
|Capital losses carried
forward             |  |      | 831,427     |      |                     | 823,767     |  
|United States:                             |  |      |             |      |                     |             |  
|Mineral properties                         |  |      | 8,178,933   |      |                     | 10,016,928  |  
|Losses carried forward                     |  |      | 1,400,234   |      |                     | 882,841     |  
|                                           |  |      |             |      |                     |             |  
|Total future income tax
assets             |  |      | 12,194,725  |      |                     | 13,328,227  |  
|Valuation allowance                        |  |      | (12,194,725 | )    |                     | (13,328,227 | )
|                                           |  |      |             |      |                     |             |  
|Future income tax assets, net              |  | $    |            |      | $                   |            |  
|                                           |  |      |             |      |                     |             |  
|                                           |  |      |             |      |                     |             |  
|Future income tax liabilities:             |  |      |             |      |                     |             |  
|United States:                             |  |      |             |      |                     |             |  
|Mineral properties                         |  |      | (8,331,605  | )    |                     | (9,838,117  | )
|                                           |  |      |             |      |                     |             |  
|Future income tax liabilities              |  |      | (8,331,605  | )    |                     | (9,838,117  | )
|                                           |  |      |             |      |                     |             |  
|Net future income tax assets (liabilities) |  | $    | (8,331,605  | )    | $                   | (9,838,117  | )
|                                           |  |      |             |      |                     |             |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At December 31, 2009, the
 Company has available non-capital losses for tax purposes in Canada and the
 United States of approximately $6,974,690 (2008 - $5,608,414) and $4,118,336
 (2008 - $2,596,592), respectively, which can be applied to reduce taxable
 income until 2029. The Company also has Canadian capital losses of
 approximately $6,651,418 (2008 - $6,336,668) which are without expiry.The Company is currently open to audit under
the statute of
 limitations by the Canada Revenue Agency for years ended December 31, 2003
 through December 31, 2009.

F34

---



|                                                     
|-----------------------------------------------------
|MIDWAY GOLD CORP. 
 (an exploration stage company)   
|                                                     
|Notes to Consolidated
 Financial Statements          
|For the years ended
 December 31, 2009, 2008 and 2007
|(expressed
 in Canadian dollars)                     

|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                
|15. | Segment
 disclosures                                                                                                                           
|    |                                                                                                                                                
|    | The Company considers
 itself to operate in a single segment, being mineral exploration and
 development. Geographic information is as follows:
|    |                                                                                                                                                

|                                       |  |        |         |               |  |            |  |  |            | 
|-------------------------------------- |  | ------ | ------- | ------------- |  | ---------- |  |  | ---------- | 
|                                       |  |        |         |               |  |            | 
|                                       |  | Canada |         | United States |  | Total      | 
|                                       |  |        |         |               |  |            | 
|December 31, 2009:                     |  | $      |         | $             |  | $          | 
|Long-lived assets                      |  |        |        |               |  | 49,617,949 |  |  | 49,617,949 | 
|December 31, 2008 (revised note 2(p)): |  |        |         |               |  |            |  |  |            | 
|Long-lived assets                      |  |        | 346,800 |               |  | 49,061,539 |  |  | 49,408,339 | 
|December 31, 2007 (revised note 2(p)): |  |        |         |               |  |            |  |  |            | 
|Long-lived assets                      |  |        | 850,000 |               |  | 48,039,470 |  |  | 48,889,470 | 
|                                       |  |        |         |               |  |            |  |  |            | 

F35

---