MIDWAY
GOLD CORP.

     

    SUBSCRIPTION
FOR UNITS

     

    TO:                  Midway
Gold Corp. (the "Company")

     

    
      · (the
"Subscriber") hereby
subscribes for and agrees to purchase · units
(the "Units") in the
capital of the Company set forth below for the aggregate subscription price of
C$·,
representing a subscription price of C$0.60 per Unit, upon and subject to the
terms and conditions set forth in the "Terms and Conditions of Subscription for
Securities of Midway Gold Corp." attached to and forming a part
hereof.  Each Unit is comprised of one common share ("Common Share") in the capital
of the Company and one half of one non-transferrable common share purchase
warrant (each whole warrant, a "Warrant").  Each
Warrant entitles the Subscriber to purchase one additional Common Share (a
"Warrant Share") for a
period of twenty-four (24) months (the "Term") following the Closing,
as hereinafter defined.

    

     

    In
accordance with the requirements of the United States Securities and Exchange
Commission (the "SEC"), the offering price for Units offered in the United
States is payable in U.S. dollars.  The U.S. dollar amount of the
offering price is US$0.57 (the equivalent of the Canadian dollar amount based on
the closing buying rate of the Bank of Canada on June 9, 2010 of C$1.00 =
US$0.9576).  Based on this conversion rate the aggregate subscription
price is US$949,999.62.

     

    Payment
in the amount of the aggregate subscription price set forth above must be
received by the Company no later than 4:00 p.m. (Vancouver time) on June
14, 2010 at its offices at Unit 1 – 15782 Marine Drive, White Rock, B.C.
V4B 1E6.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                    ·
      _______

                                   _______________________________
 _______________________________


                                   
      Per: ____________________________

                                   

                                   

                                	 
      	
                                    Subscriber Details:

 ______________________________

                                   
      (Subscriber's Address, including postal code)

                                   ______________________________
 ______________________________

 ______________________________
 
      (Telephone
      Number)                     
      (E-Mail
Address)

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                            Registration
      Instructions: 
 _______________________________
 
      (Custodian Name)

 _______________________________

                            (Account reference, if
      applicable)

 _______________________________

                            (Address, including postal
      code) 
 _______________________________

 _______________________________




                            

                        	 
      	
                            Delivery Instructions:
 ______________________________

                           
      (Custodian Name)

 ______________________________

                           
      (Account reference, if applicable)

 ______________________________

                            (Contact
      Name)
 ______________________________
 
      (Address, including postal code)
 ______________________________

 ______________________________

                            (DTC Account Number
      (optional))


                        


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


        -
2 -

      

    


    The
Subscriber acknowledges to the Company that the Subscriber has read and
understood the terms and conditions of this Subscription Agreement and, without
in any way limiting the foregoing, the Subscriber confirms that all of the
representations and warranties of the Subscriber contained herein are true and
correct as of the date hereof and will continue to be true and correct as at the
Closing Time, as hereinafter defined.

     

    ACCEPTANCE:  The
Company hereby accepts the above subscription as set forth above on the terms
and conditions contained in this Subscription Agreement.

     

    MIDWAY
GOLD CORP.

    
      
        
          
            
              	 
      	 
      
	
                      Per:

                    	 
      	
                      ,

                    	
                      ,
      2010

                    
	 
      	
                      Authorized
      Signatory

                    	 
      


            

          

        

      

    

     

    This
is the first page of an agreement comprised of seven pages.

     

    TERMS
AND CONDITIONS OF SUBSCRIPTION FOR

    SECURITIES
OF MIDWAY GOLD CORP.

     

    
      	
              1. 

            	
              Terms of the
      Offering

            


    

     

    
      	
              1.1

            	
              The
      Subscriber acknowledges that the Units subscribed for hereunder constitute
      a sale by the Company of securities (the "Offering") made
      concurrently with a the issuance and sale by the Company of up to
      9,412,000 Units in a brokered public offering in Canada and to certain
      qualified persons in the United Kingdom that is not subject to any minimum
      or maximum amount of gross proceeds (the "Associated Offering").

            


    

     

    
      	
              1.2

            	
              Each
      Warrant will entitle the holder to acquire a Warrant Share (subject to
      customary adjustments) for a period of twenty-four (24) months (the "Term") following the
      Closing Date (as defined herein) at a subscription price of C$0.80 per
      Warrant Share.

            


    

     

    
      	
              2. 

            	
              Representations,
      Warranties and Covenants by
Subscriber

            


    

     

    
      	
              2.1

            	
              The
      Subscriber represents, warrants and covenants to the Company (and
      acknowledges that the Company and its counsel are relying thereon) as at
      the date hereof and as at the Closing Time (as such term is defined below)
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              it
      is aware of the characteristics of the Common Shares, the Warrants and the
      Warrant Shares (collectively, the "Purchased Securities")
      and the risks relating to an investment
therein;

            


    

     

    
      	
               
      

            	
              (b)

            	
              it
      has received a copy of the Company's final prospectus supplement dated
      June 10, 2010 (the "U.S.
      Final Prospectus Supplement"), and the accompanying base prospectus
      dated May 6, 2010 (the "U.S. Base Prospectus"),
      as contained in the Company’s registration statement (the "Registration Statement")
      on Form S-3 filed under the United States Securities Act of 1933, as
      amended (the "U.S.
      Securities Act") with the U.S. Securities and Exchange Commission
      (the "SEC") on
      April 1, 2010, and a copy of the Canadian prospectus supplement relating
      to the Offering (the "Canadian Prospectus
      Supplement"), and the accompanying short form base shelf prospectus
      dated May 4, 2010 as filed with the securities regulatory authorities in
      British Columbia, Alberta and
Ontario;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


        - 3
-

      

    


    
      	
               
      

            	
              (c)

            	
              it
      has not relied upon any verbal or written representation as to fact or
      otherwise made by or on behalf of the Company or any employee or agent of
      the Company other than as contained in this Subscription Agreement, the
      U.S. Final Prospectus Supplement or the U.S. Base
    Prospectus;

            


    

     

    
      	
               
      

            	
              (d)

            	
              it
      is resident in the jurisdiction set forth in this Subscription Agreement
      as the "Subscriber's Address" next to the Subscriber's signature as set
      forth on the first page hereof and any act, solicitation, conduct or
      negotiation directly or indirectly in furtherance of the purchase and sale
      of the Units hereunder has occurred only in such jurisdiction and in the
      Province of British Columbia;

            


    

     

    
      	
               
      

            	
              (e)

            	
              it
      is purchasing the Units as principal for its own account and not for the
      benefit of any other person;

            


    

     

    
      	
               
      

            	
              (f)

            	
              this
      Subscription Agreement, upon acceptance by the Company, will constitute a
      legal, valid, binding and enforceable obligation of the Subscriber, except
      as enforcement may be limited by bankruptcy, insolvency, reorganization or
      other laws of general applicability relating to or affecting creditors’
      rights and relating to general principals of
  equity;

            


    

     

    
      	
               
      

            	
              (g)

            	
              it
      has such knowledge in financial and business affairs as to be capable of
      evaluating the merits and risks of its investment and it is able to bear
      the economic risk of such investment even if the entire investment is
      lost;

            


    

     

    
      	
               
      

            	
              (h)

            	
              it
      understands that the Warrants are non-transferrable and are not and will
      not be listed on any stock
exchange;

            


    

     

    
      	
               
      

            	
              (i)

            	
              no
      representation has been made to it regarding the present or future value
      of the Purchased Securities;

            


    

     

    
      	
               
      

            	
              (j)

            	
              it
      is aware that an investment in the Purchased Securities is not without
      risk and the Subscriber may lose his, her or its entire
      investment;

            


    

     

    
      	
               
      

            	
              (k)

            	
              it
      is aware that the Company intends to complete the Associated Offering and
      may complete additional financings in the future in order to develop the
      business of the Company and fund its ongoing development, and the
      Associate Offering and such future financings may have a dilutive effect
      on current securityholders of the Company, including the Subscriber, but
      there is no assurance that the Associated Offering will complete or that
      any future financing will be available on reasonable terms or at all, and
      if not available, the Company may be unable to fund its ongoing
      development;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      execution and delivery of and performance by it of this Subscription
      Agreement do not and will not (or would not with the giving of notice, the
      lapse of time or the happening of any other event of condition) result in
      a breach or violation of or a conflict with, or allow any other person to
      exercise any rights under any of the terms or provisions of its constating
      documents or by-laws, if applicable, or any other contract, agreement,
      instrument, undertaking or covenant to which it is a party or by which it
      is bound;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


        - 4
-

      

    


    
      	
               
      

            	
              (m)

            	
              it
      acknowledges that the Subscriber has been encouraged to obtain independent
      legal, income tax and investment advice with respect to its subscription
      for Units and accordingly, has had the opportunity to acquire an
      understanding of the meanings of all terms contained herein relevant to
      the Subscriber for purposes of giving representations, warranties and
      covenants under this Subscription Agreement and the Subscriber is not
      relying on the Company or counsel to it in this
  regard;

            


    

     

    
      	
               
      

            	
              (n)

            	
              none
      of the funds that the Subscriber is using to purchase the Purchased
      Securities are, to the knowledge of the Subscriber, proceeds obtained or
      derived, directly or indirectly, as a result of illegal activities;
      and

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Subscriber has not received, nor does it expect to receive any financial
      assistance from the Company, directly or indirectly, in respect of the
      Subscriber's purchase of Purchased
Securities.

            


    

     

    
      	
              3. 

            	
              Representation,
      Warranties and Covenants of the
Company

            


    

     

    
      	
              3.1

            	
              The
      Company represents, warrants and covenants to the Subscriber (and
      acknowledges that the Subscriber is relying thereon) as at the date hereof
      and as at the Closing Time (as such term is defined below)
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Company is a valid and subsisting corporation duly incorporated and in
      good standing under the laws of British
  Columbia;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company has taken, or prior to the Closing Date will take, all necessary
      corporate action to authorize the execution, delivery and performance of
      this Subscription Agreement, including the issuance of the Purchased
      Securities, and upon execution of this Subscription Agreement by the
      Company, this Subscription Agreement shall be duly executed by and shall
      constitute a legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with the terms hereof;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Registration Statement, the U.S. Final Prospectus Supplement and the U.S.
      Base Prospectus comply and any further amendments or supplements to the
      Registration Statement, the  U.S. Final Prospectus Supplement or
      the U.S. Base Prospectus will comply, in all material respects with the
      applicable provisions of the U.S. Securities Act and the rules and
      regulations thereunder, and do not and will not, as of the applicable
      effective date as to each part of the Registration Statement and as of the
      applicable filing date as to the U.S. Final Prospectus Supplement and U.S.
      Base Prospectus and any amendment thereof or supplement thereto, contain
      an untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein (in light of the circumstances under which they were made) not
      misleading.

            


    

     

    
      	
              4. 

            	
              Closing

            


    

     

    
      	
              4.1

            	
              The
      Subscriber agrees to deliver to the Company no later than 5:00 p.m.
      (Vancouver time) on June 10, 2010, or such later time or date as the
      Company may agree to, via email to doris@goldenoakcorporate.com,
      this duly completed and executed Subscription
  Agreement.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


        - 5
-

      

    


    
      	
              4.2

            	
              In
      addition, the Subscriber agrees to deliver to the Company no later than
      4:00 p.m. (Vancouver time) on June 14, 2010 at its offices at Unit 1 –
      15782 Marine Drive, White Rock, B.C. V4B 1E6 payment by certified cheque
      or bank draft in the amount of the aggregate subscription price set forth
      on the face page of this Subscription
Agreement.

            


    

     

    
      	
              4.3

            	
              The
      completion of the offer, sale and issuance of the Units as contemplated by
      this Subscription Agreement (the "Closing") will be at the
      offices of Stikeman Elliott LLP,  1700 – 666 Burrard Street,
      Vancouver, B.C. V6C 2X8 at 6:00 a.m. (Vancouver time) (the "Closing Time") on June
      16, 2010 (the "Closing
      Date") or such other place, time or date as the Company may
      determine (such other time and/or date also being referred to as the
      Closing Time and/or Closing Date, respectively), provided that the Company
      shall not be required to complete the sale and issuance of the Purchased
      Securities unless the Subscriber shall have complied with Section 2 hereof, the conditions set forth in Sections
      4.4 and 4.5 hereof have been met or waived and the Company has received
      all of the regulatory approvals required for such
  issuance.

            


    

     

    
      	
              4.4

            	
              The
      Subscriber acknowledges that the obligations of the Company to complete
      the offer, sale and issuance of the Units as contemplated hereby shall
      subject to, among other things, the following conditions being fulfilled
      or performed on or before the Time of Closing, which conditions are for
      the exclusive benefit of the Company and may be waived, in whole or in
      part, by the Company in its sole
discretion:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Subscriber having complied with Section 4.1 and 4.2 hereof;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      representations and warranties of the Subscriber having been true and
      correct as of the date of this Subscription Agreement and being true and
      correct at the Time of Closing.

            


    

     

    In the
event that either of these conditions have not been satisfied or waived by the
Company on or prior to the Closing Date, the Subscriber shall not be required to
purchase, and the Company shall not be required to issue and sell, any Purchased
Securities, and any subscription funds received by the Company will be returned
promptly to the Subscriber without interest thereon or deduction
therefrom.

     

    
      	
              4.5

            	
              The
      Subscriber and the Company acknowledge that their respective obligations
      contemplated hereby shall be subject
to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      closing of the Associated Offering having occurred or occurring
      concurrently; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      U.S. Final Prospectus Supplement having been filed with the SEC, the
      Registration Statement not having ceased to be effective, and the Canadian
      Prospectus Supplement having been filed with the securities regulatory
      authorities in British Columbia, Alberta and
  Ontario.

            


    

     

    In the
event that either of these conditions have not been satisfied or waived by both
the Subscriber and the Company on or prior to the Closing Date, the Subscriber
shall not be required to purchase, and the Company shall not be required to
issue and sell, any Purchased Securities, and any subscription funds received by
the Company will be returned promptly to the Subscriber without interest thereon
or deduction therefrom.


    
      
         


      

      
         


        
          

        

      

      
         


        - 6
-

      

    

     

    
      	
              4.6

            	
              At
      the Closing Time, if the terms and conditions contemplated herein have
      been complied with to the satisfaction of the Company, the Company shall
      issue to the Subscriber the Units and send to the Subscriber, by courier,
      in accordance with the Delivery Instructions set out on page 1 of
      this  Subscription Agreement, the certificates evidencing the
      Common Shares and the Warrants subscribed for under this Subscription
      Agreement, registered in accordance with the Registration Instructions set
      out on page 1 of this  Subscription Agreement; provided however,
      that if the Subscriber provides the Company with a DTC account on page 1
      of this Subscription Agreement to which the Subscriber wishes the Common
      Shares to be delivered, the Company shall arrange for settlement through
      the DWAC system of the DTC and the Common Shares will be evidenced by book
      entry in the DTC system and will not be evidenced by the issuance of
      physical certificates.

            


    

     

    
      	
              5. 

            	
              Power of
      Attorney

            


    

     

    
      	
              5.1

            	
              The
      Subscriber irrevocably constitutes and appoints the Company as the true
      and lawful attorney of the Subscriber.  As the attorney of the
      Subscriber, the Company has the power to act for and in the name of
      Subscriber, with full power of substitution, to execute and deliver such
      documents, instruments or agreements and do all acts and things necessary
      to effect the following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      represent the Subscriber at the Closing for the purposes of all closing
      matters and deliveries of documents and certificates representing the
      Purchased Securities and payment of
funds;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      extend any time periods and modify or waive any conditions that are set
      forth in this Subscription Agreement in the manner and to the extent that
      the Company, in its absolute discretion, deems appropriate, provided that
      the extensions, modifications or waivers do not materially affect the
      Subscriber's obligations under this Subscription Agreement;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      complete or correct any errors or omissions in this Subscription
      Agreement.

            


    

     

    This
power of attorney is irrevocable, is coupled with an interest and has been given
for valuable consideration, the receipt and adequacy of which is
acknowledged.  This power of attorney and other rights and privileges
granted under this section will survive any legal or mental incapacity,
dissolution, bankruptcy or death of the Subscriber. This power of attorney
extends to the heirs, executors, administrators, other legal representatives and
successors, transferees and assigns of the Subscriber.  Any person
dealing with the Company may conclusively presume and rely upon the fact that
any document, instrument or agreement executed by the Company pursuant to this
power of attorney is authorized and binding on the Subscriber, without further
inquiry.  The Subscriber  agrees to be bound by any
representations or actions made or taken by the Company pursuant to this power
of attorney, and waives any and all defences that may be available to contest,
negate or disaffirm any action of the Company taken in good faith under this
power of attorney.

     

    
      	
              6. 

            	
              General

            


    

     

    
      	
              6.1

            	
              The
      representations, warranties and covenants of the Subscriber herein are
      made with the intent that they be relied upon by the Company in
      determining the suitability of a purchaser of Units and the Subscriber
      agrees to indemnify the Company and its directors and officers against all
      losses, claims, costs, expenses and damages or liabilities which any of
      them may suffer or incur caused or arising from reliance
      thereon.  The Subscriber undertakes to promptly notify the
      Company of any change in any statement or other information relating to
      the Subscriber set forth herein which takes place prior to the Closing
      Date.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


        - 7
-

      

    


    
      	
              6.2

            	
              The
      contract arising out of this Subscription Agreement and all documents
      relating thereto shall be governed by and construed in accordance with the
      laws of the Province of British Columbia and the federal laws of Canada
      applicable therein.  The Subscriber irrevocably attorns and
      submits to the non-exclusive jurisdiction of the courts of the Province of
      British Columbia with respect to any matters arising out of this
      Subscription Agreement and waives objection to the venue of any proceeding
      in such court or that such court provides an inconvenient
      forum.

            


    

     

    
      	
              6.3

            	
              Any
      reference in this Subscription Agreement to gender includes all
      genders.  Words importing the singular number only include the
      plural and vice versa. The division of this Subscription Agreement into
      Sections and other subdivisions and the insertion of headings are for
      convenient reference only and do not affect the Subscription Agreement’s
      interpretation.  In this Subscription Agreement (i) the words
      "including", "includes" and "include" mean "including (or includes or
      include) without limitation", (ii) the words "the aggregate of", "the
      total of", "the sum of", or a phrase of similar meaning means "the
      aggregate (or total or sum), without duplication,
  of".

            


    

     

    
      	
              6.4

            	
              Time
      shall be of the essence hereof.

            


    

     

    
      	
              6.5

            	
              This
      Subscription Agreement constitutes the entire agreement between the
      parties with respect to the transactions contemplated by it and supersedes
      all prior agreements, understandings, negotiations and discussions,
      whether oral or written, of the parties.  There are no
      representations, warranties, covenants, conditions or other agreements,
      express or implied, collateral, statutory or otherwise, between the
      parties in connection with the subject matter of this Subscription
      Agreement, except as specifically set forth in this Subscription
      Agreement.   The parties have not relied and are not
      relying on any other information (other than as set out in the U.S. Final
      Prospectus Supplement and the U.S. Base Prospectus), discussion or
      understanding in entering into and completing the transactions
      contemplated by this Subscription
Agreement.

            


    

     

    
      	
              6.6

            	
              If
      any provision of this Subscription Agreement is determined to be void or
      unenforceable in whole or in part, it shall be deemed not to affect or
      impair the validity of any other provision of this agreement and such void
      or unenforceable provision shall be severable from this
      agreement.

            


    

     

    
      	
              6.7

            	
              The
      covenants, representations and warranties contained herein shall survive
      the closing of the transactions contemplated
  hereby.

            


    

     

    
      	
              6.8

            	
              The
      Subscriber acknowledges and consents to the fact that the Company is
      collecting the Subscriber's personal information for the purposes of
      completing the Subscriber's subscription.  The Subscriber
      acknowledges and consents to the Company retaining the personal
      information for as long as permitted or required by applicable law or
      business practices.  The Company may be required pursuant to
      applicable securities regulations to file this Subscription Agreement on
      SEDAR.  By completing this Subscription Agreement, the
      Subscriber authorizes the indirect collection of the information described
      in this Section 6.8 by all applicable regulators and consents to the
      disclosure of such information to the
public.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


        - 8
-

      

    


    
      	
              6.9

            	
              The
      Subscriber further acknowledges and consents to the fact the Company may
      be required by applicable securities laws, stock exchange rules, and
      investment dealers association rules to provide regulatory authorities any
      personal information provided by the
Subscriber.

            


    

     

    
      	
              6.10

            	
              The
      Subscriber acknowledges and agrees that all costs incurred by the
      Subscriber (including any fees and disbursements of any special counsel
      retained by the Subscriber) relating to the sale of the Purchased
      Securities to the Subscriber shall be borne by the
    Subscriber.

            


    

     

    
      	
              6.11

            	
              This
      Subscription Agreement becomes effective when executed by all of the
      parties to it.  After that time, it will be binding upon and
      enure to the benefit of the parties and their respective successors,
      heirs, executors, administrators and legal
      representatives.  This Subscription Agreement is not
      transferable or assignable by any party to
it.

            


    

     

    
      	
              6.12

            	
              In
      this Subscription Agreement, references to "C$" are to Canadian dollars
      and references to "US$" are to United States
  dollars.

            


    

     

    
      	
              6.13

            	
              This
      Subscription Agreement may be executed in any number of counterparts
      (including counterparts by facsimile) and all such counterparts taken
      together will be deemed to constitute one and the same
      document.