Midway Gold Corp - FORM 10-K

Attached files

file	filename
EX-21 - SUBSIDAIRIES OF THE COMPANY - Midway Gold Corp	ex21.htm
EX-23.1 - CONSENT OF KPMG LLP - Midway Gold Corp	ex23-1.htm
EX-23.4 - CONSENT OF ERIC LELACHEUR AND DON HARRIS - Midway Gold Corp	ex23-4.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-15(F) OF THE EXCHANGE ACT - Midway Gold Corp	ex31-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-15(F) OF THE EXCHANGE ACT - Midway Gold Corp	ex31-1.htm
EX-23.3 - CONSENT OF THOM SEAL, DIFFERENTIAL ENGINEERING INC. - Midway Gold Corp	ex23-3.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A OR 15(D) OF THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Midway Gold Corp	ex32-1.htm
EX-99.1 - CONSOLIDATED FINANCIAL STATEMENTS, YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007 - Midway Gold Corp	financial.htm
EX-23.2 - CONSENT OF ERIC CHAPMAN, SNOWDEN MINING INDUSTRY CONSULTANTS INC. - Midway Gold Corp	ex23-2.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A OR 15(D) OF THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Midway Gold Corp	ex32-2.htm

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

FORM 10-K


	x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2009

OR

	o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission file number: 001-33894

(LOGO)

MIDWAY GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)


British Columbia		98-0459178

(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Unit 1 – 15782 Marine Drive White Rock, British Columbia, Canada		V4B 1E6

(Address of Principal Executive Offices)		(Zip Code)

(604) 536-2711

(Registrant’s Telephone Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


	Title of Each Class		Name of Each Exchange on Which Registered

	Common Stock, No Par Value		NYSE Amex

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oNo o

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

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


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: As of June 30, 2009, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was US$46.9 million based upon the closing sale price of the common stock as reported by the NYSE Amex on June 30, 2009.

The number of shares of the Registrant’s Common Stock outstanding as of March 26, 2010 was 77,354,997

DOCUMENTS INCORPORATED BY REFERENCE

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


TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1

PRELIMINARY NOTES		2

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES ..		4

GLOSSARY OF MINING TERMS		5

PART I		9

ITEM 1.	DESCRIPTION OF BUSINESS	9

ITEM 1A.	RISK FACTORS AND UNCERTAINTIES	14

ITEM 2.	DESCRIPTION OF PROPERTIES	23

ITEM 3.	LEGAL PROCEEDINGS	44

ITEM 4.	[RESERVED]	45

PART II		45

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

ITEM 6.	SELECTED FINANCIAL DATA	51

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	61

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	62

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

FINANCIAL DISCLOSURE		62

ITEM 9A.	CONTROLS AND PROCEDURES	62

ITEM 9B.	OTHER INFORMATION	63

PART III		64

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	64

ITEM 11.	EXECUTIVE COMPENSATION	64

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

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	64


ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	64

PART IV		64

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	64

SIGNATURES		68

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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


	•	our expected plans of operation to continue as a going concern;

	•	the establishment and estimates of mineral reserves and resources;

	•	the grade of mineral reserves and resources;

	•	anticipated expenditures and costs in our operations;

	•	planned exploration activities and the anticipated outcome of such exploration activities;

	•	plans and anticipated timing for obtaining permits and licenses for our properties;

	•	anticipated closure costs; expected future financing and its anticipated outcome;

	•	anticipated liquidity to meet expected operating costs and capital requirements;

	•	estimates of environmental liabilities;

	•	our ability to obtain financing to fund our estimated expenditure and capital requirements;

	•	factors expected to impact our results of operations; and

	•	the expected impact of the adoption of new accounting standards.

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


	•	risks related to our ability to continue as a going concern;

	•	risks related to our history of losses and our requirement for additional financing to fund exploration and, if warranted, development of our properties;

	•	risks related to our lack of historical production from our mineral properties;

	•	uncertainty and risks related to cost increases for our exploration and, if warranted, development projects;

	•	uncertainty and risks related to the affect of a shortage of equipment and supplies on our ability to operate our business;

	•	uncertainty and risks related to mining being inherently dangerous and subject to events and conditions beyond our control;

	•	uncertainty and risks related to our mineral resource estimates being based on assumptions and interpretations;

	•	risks related to changes in mineral resource estimates affecting the economic viability of our projects;

	•	risks related to differences in US and Canadian practices for reporting reserves and resources;

	•	uncertainty and risks related to our exploration activities on our properties not being commercially successful;

	•	uncertainty and risks related to encountering archeological issues and claims in relation to our properties; uncertainty and

	•	risks related to fluctuations in gold, silver and other metal prices; risks related to our lack of insurance for certain high-risk activities;


	•	uncertainty and risks related to our ability to acquire necessary permits and licenses to place our properties into production;

	•	risks related to government regulations that could affect our operations and costs;

	•	risks related to environmental regulations;

	•	risks related to land reclamation requirements on our properties;

	•	risks related to increased competition for capital funding in the mining industry;

	•	risks related to competition in the mining industry;

	•	risks related to our possible entry into joint venture and option agreements on our properties;

	•	risks related to our directors and officers having conflicts of interest;

	•	risks related to our ability to attract qualified management to meet our expected needs in the future;

	•	uncertainty and risks related to currency fluctuations;

	•	risks related to our status as a passive foreign investment company;

	•	risks related to recent market events and general economic conditions; and

	•	risks related to our securities.

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

PRELIMINARY NOTES

Reporting Currency, Financial and Other Information

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

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

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

Exchange Rate Information

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


	2009	2008	2007	2006	2005

Average for Period	1.14	1.07	1.07	1.13	1.21


	Feb 2010	Jan 2010	Dec 2009	Nov 2009	Oct 2009	Sept 2009
High for Period	1.06	1.05	1.06	1.07	1.06	1.09

Low for Period	1.05	1.04	1.05	1.06	1.05	1.08

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

Metric Conversion Table

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


Metric Unit	U.S. Measure	U.S. Measure	Metric Unit




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

The following abbreviations are used herein:


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

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

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

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

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

GLOSSARY OF MINING TERMS

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


NI 43-101 Definitions

indicated mineral resource		The term “indicated mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be established with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

inferred mineral resource		The term “inferred mineral resource” refers to that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

measured mineral resource		The term “measured mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

mineral reserve		The term “mineral reserve” refers to the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that might occur when the material is mined.

mineral resource		The term “mineral resource” refers to a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.


opt		Troy ounce per ton

probable mineral reserve		The term “probable mineral reserve” refers to the economically mineable part of an indicated, and in some circumstances a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

proven mineral reserve¹		The term “proven mineral reserve” refers to the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study.


qualified person²		The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.

SEC Industry Guide 7 Definitions

exploration stage		An “exploration stage” prospect is one which is not in either the development or production stage.


development stage		A “development stage” project is one which is undergoing preparation of an established commercially mineable deposit for its extraction but which is not yet in production. This stage occurs after completion of a feasibility study.

mineralized material		The term “mineralized material” refers to material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.

probable reserve		The term “probable reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

production stage		A “production stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.

proven reserve		The term “proven reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

reserve		The term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve


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

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

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

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


Argillite:		Low grade metamorphic clay rich sedimentary rock (shale, mudstone, siltstone).
Block model:		The representation of geologic units using three-dimensional blocks of predetermined sizes.
Breccia:		A rock in which angular fragments are surrounded by a mass of fine-grained minerals.
CIM:		Canadian Institute of Mining and Metallurgy.
Cut off or cut-off grade:		When determining economically viable mineral reserves, the lowest grade of mineralized material that qualifies as ore, i.e. that can be mined at a profit.
Diatreme:		Brecciated rock formed by volcanic or hydrothermal eruptive activity, generally in a pipe or funnel like orientation.
EM:		An instrument that measures the change in electro-magnetic conductivity of different geological units below the surface of the earth.
Fault:		A rock fracture along which there has been displacement
Feasibility study:		Group of reports that determine the economic viability of a given mineral occurrence.
Formation:		A distinct layer of sedimentary or volcanic rock of similar composition.
G/t or gpt:		Grams per metric tonne.
Geophysicist:		One who studies the earth; in particular the physics of the solid earth, the atmosphere and the earth’s magnetosphere.
Geotechnical work:		Tasks that provide representative data of the geological rock quality in a known volume.
Grade:		Quantity of metal per unit weight of host rock.

Gravity:		A methodology using instrumentation allowing the accurate measuring of the difference between densities of various geological units in situ.

Host rock:		The rock containing a mineral or an ore body.

Mapping or geologic mapping:		The recording of geologic information such as the distribution and nature of rock units and the occurrence of structural features, mineral deposits, and fossil localities.
Mineral:		A naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form.
Mineralization:		A natural occurrence in rocks or soil of one or more metal yielding minerals.
Mining:		The process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.
National Instrument 43-101:		Canadian standards of disclosure for mineral projects.
Open pit:		Surface mining in which the ore is extracted from a pit or quarry, the geometry of the pit may vary with the characteristics of the ore body.

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

Vein:		A thin, sheet like crosscutting body of hydrothermal mineralization, principally quartz.

PART I

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

ITEM 1. DESCRIPTION OF BUSINESS

General development of Midway Gold Corp.

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

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

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

(CHART)

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

Financial Information about Segments

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

Narrative Description of Business

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

Cautionary Note to U.S. Investors – In this Annual Report we use the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, which are geological and mining terms as defined in accordance with NI 43-101 under the guidelines adopted by CIM, as CIM Standards in Mineral Resources and Reserve Definition and Guidelines adopted by the CIM. US investors in particular are advised to read carefully the definitions of these terms as well as the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.

Spring Valley Property, Pershing County, Nevada

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

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

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

See the section titled “Item 2. Description of Properties” below for additional information.

Midway Property, Nye County, Nevada

The Midway property is located in Nye County, Nevada, approximately 24 kilometers northeast of the town of Tonopah, 335 kilometers northwest of Las Vegas and 380 kilometers southeast of Reno. It is a high-grade epithermal quartz-gold vein system, on the Round Mountain – Goldfield gold trend. The claims maintained that were formally called the Thunder Mountain project are now consolidated within the Midway project.

An underground decline is being permitted to bulk sample and test a group of high grade veins. Bulk sampling and metallurgical testing will help determine the true grade of the veins, provide a large sample for metallurgical testing and a drill platform to delineate potentially minable material, and move the project toward production.

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

See the section titled “Item 2. Description of Properties” below for additional information.

Pan Gold Project, White Pine County, Nevada

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

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

See the section titled “Item 2. Description of Properties” below for additional information.

Golden Eagle Project – Ferry County, Washington

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

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

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

See the section titled “Item 2. Description of Properties” below for additional information.

Roberts Gold, Gold Rock, Burnt Canyon Projects

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

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

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

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

See the section titled “Item 2. Description of Properties” below for additional information.

Employee relations

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

Reclamation

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

Government Regulation

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

Environmental Regulation

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

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

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

Gold Price History

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

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


Year	High	Low	Average

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

Data

Source: www.kitco.com

Seasonality

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

Competition

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

Available information

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

ITEM 1A. RISK FACTORS AND UNCERTAINTIES

Risks related to Midway’s business

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

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

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

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

Our auditor’s report on our 2009 consolidated financial statements includes an additional explanatory paragraph that states that our recurring losses from operation raise substantial doubt about our ability to continue as a going concern. The Company’s consolidated financial statements for the year ended December 31, 2009 have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. The ability of the Company to continue as a going concern is uncertain and dependent upon obtaining the financing necessary to meet its financial commitments and to complete the development of its properties and/or realizing proceeds from the sale of one or more of the properties. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at December 31, 2009, the Company had cash and cash equivalents of $1,740,322, working capital of $1,472,127 and has accumulated losses of $56,267,603 since inception.

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

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

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

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

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

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

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


	•	completion of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient gold reserves to support a commercial mining operation;

	•	the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;

	•	the availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;

	•	the availability and cost of appropriate smelting and/or refining arrangements, if required;

	•	compliance with environmental and other governmental approval and permit requirements;

	•	the availability of funds to finance exploration, development and construction activities, as warranted;

	•	potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities; and

	•	potential increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies.

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

Increased costs could affect our financial condition.

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

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

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

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

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


	•	environmental hazards;

	•	power outages;

	•	metallurgical and other processing problems;

	•	unusual or unexpected geological formations;

	•	flooding, fire, explosions, cave-ins, landslides and rock-bursts;

	•	inability to obtain suitable or adequate machinery, equipment, or labor;

	•	metals losses; and

	•	periodic interruptions due to inclement or hazardous weather conditions.

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

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

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

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


	•	these estimates will be accurate;

	•	resource or other mineralization estimates will be accurate; or

	•	this mineralization can be mined or processed profitably.

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

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

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

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

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

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

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

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

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


	•	the identification of potential mineralization based on surficial analysis;

	•	availability of government-granted exploration permits;

	•	the quality of our management and our geological and technical expertise; and

	•	the capital available for exploration and development work.

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

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

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

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

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

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

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


	•	expectations with respect to the rate of inflation;

	•	the relative strength of the U.S. dollar and certain other currencies;

	•	interest rates;

	•	global or regional political or economic conditions;

	•	supply and demand for jewelry and industrial products containing metals; and

	•	sales by central banks and other holders, speculators and producers of gold and other metals in response to any of the above factors.

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

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

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

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

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

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

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

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

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


	•	laws and regulations governing mineral concession acquisition, prospecting, development, mining and production;

	•	laws and regulations related to exports, taxes and fees;

	•	labor standards and regulations related to occupational health and mine safety;

	•	environmental standards and regulations related to waste disposal, toxic substances, land use and environmental protection; and

	•	other matters.

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

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

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

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

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

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

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

Reclamation may include requirements to:


	•	control dispersion of potentially deleterious effluents; and

	•	reasonably re-establish pre-disturbance land forms and vegetation.

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

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

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

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

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

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

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

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

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

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

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

Our results of operations could be affected by currency fluctuations

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

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

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

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

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

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

Recent market events and general economic conditions

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

These unprecedented disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase its cost of obtaining, capital and financing for its operations. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect our growth and profitability. Specifically:


	•	The global credit/liquidity crisis could impact the cost and availability of financing and our overall liquidity;

	•	the volatility of gold prices may impact our revenues, profits and cash flow;

	•	volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and

	•	the devaluation and volatility of global stock markets impacts the valuation of our equity securities

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

Risks Related to Midway’s Securities

We do not intend to pay cash dividends.

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

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

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

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

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

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

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

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

ITEM 2. DESCRIPTION OF PROPERTIES

Cautionary Note to U.S. Investors – In this Annual Report we use the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, which are geological and mining terms as defined in accordance with NI 43-101 under the guidelines adopted by CIM, as CIM Standards in Mineral Resources and Reserve Definition and Guidelines adopted by the CIM. US investors in particular are advised to read carefully the definitions of these terms as well as the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.

Nevada Properties

Map of properties

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

MAP OF MIDWAY NEVADA PROPERTIES, 2010

(MAP)

Source: Midway Gold Corp., 2010

Spring Valley Project

Location, means of access and state of property

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

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

Agreement with Barrick Gold

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

Exploration Period

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

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

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

Joint Venture

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

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

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

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

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

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

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

Title

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

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

Ownership

Agreement Date

Expiry

Owner (source)

Claims

Land Type

Name/Series

Claim Numbers

County

State

Serial Numbers

Gold Royalty

Approx. Acreage*

Dale

Chabino

and Diana

Federal Lode - BLM

FREEDOM

Pershing

NMC785920

Optioned

10/ 30/ 2006

10/ 30/ 2016

Chabino

Federal Placer - BLM

FREEDOM

Pershing

NMC780754

3% NSR

41.3

George D.

Optioned

6/ 10/ 2007

6/ 10/ 2017

Duffy

Federal Lode - BLM

DUFFY

2-Jan

Pershing

NMC811224-NMC811225

41.3

Federal Lode - BLM

315-318

Pershing

NMC925188-NMC925191

Lamonte J.

Federal Lode - BLM

337-340

Pershing

NMC925210-NMC925213

Optioned

4/ 25/ 2006

4/ 25/ 2016

Duffy

Federal Lode - BLM

DUFFY

8-May

Pershing

NMC965332-NMC965335

3% NSR

247.9

David

Federal Lode - BLM

22-Jan

Pershing

NMC930781-NMC930802

Federal Lode - BLM

28-32

Pershing

NMC930808-NMC930812

Rowe and

Federal Lode - BLM

34-40

Pershing

NMC930814-NMC930820

Randall

Federal Lode - BLM

43-48

Pershing

NMC930823-NMC930828

Optioned

7/ 17/ 2006

7/ 17/ 2016

Stoeberl

Federal Lode - BLM

58-63

Pershing

NMC930838-NMC930843

3% NSR

950.4

MGC

Resources

Inc. (Echo

Federal Lode - BLM

51-54

Pershing

NMC825454-NMC825457

Owned

9/ 10/ 2003

Bay)

Federal Lode - BLM

60-83

Pershing

NMC832254-NMC832277

2% NSR

578.5

MGC

Resources

Owned

11/ 27/ 2007

Inc. (TGC)

Federal Lode - BLM

DRY

3-Jan

Pershing

NMC954162-NMC954164

Ownership

Agreement Date

Expiry

Owner (source)

Claims

Land Type

Name/Series

Claim Numbers

County

State

Serial Numbers

Gold Royalty

Approx. Acreage*

Federal Lode - BLM

HMS

6-Apr

Pershing

NMC140862-NMC140864

Federal Lode - BLM

HMS

84-87

Pershing

NMC140941-NMC140944

Federal Lode - BLM

SDB

8-Jan

Pershing

NMC349508-NMC349515

Federal Lode - BLM

IDA

25-Dec

Pershing

NMC364282-NMC364295

MGC

Federal Lode - BLM

SHO

Mar-59

Pershing

NMC364363-NMC364419

Resources

Federal Lode - BLM

PORCUPINE

11-Jan

Pershing

NMC371072-NMC371082

Inc.

Federal Lode - BLM

CROWN HILL

10-Jul

Pershing

NMC39574-NMC39595

Owned

1/ 25/ 2006

(Coeur)

101

Federal Lode - BLM

PORCUPINE

Pershing

NMC662873

3% NSR

2,086.80

MGC

Resources

Inc. [SSV

142-144,

Owned

set]

Federal Lode - BLM

SSV

370-387

Pershing

NMC954582-NMC954601

413.2

2-7% NSR;

1% NSR

MGC

Federal Lode - BLM

8-20 (even)

Pershing

NMC748203-748215 (odd)

over-ride

7/ 3/ 2003,

Resources

Federal Lode - BLM

Pershing

NMC748222

on claims

amended

Inc.

Federal Lode - BLM

29-44

Pershing

NMC748224-NMC748239

within 1/ 2

Owned

8/ 15/ 2003

(Schmidt)

Federal Lode - BLM

(odd), 22-

Pershing

NMC817628-817647

mile

909.1

MGC

Resources

Inc. [SV 45-

Owned

78 set]

Federal Lode - BLM

45-78

Pershing

NMC860702-NMC860735

702.5

249

Federal Lode - BLM

84-99

Pershing

NMC872357-NMC872372

Federal Lode - BLM

100-125

Pershing

NMC887449-NMC887474

Federal Lode - BLM

126-135

Pershing

NMC889143-NMC889152

Federal Placer - BLM

136-139

Pershing

NMC906957-NMC906960

Federal Lode - BLM

146-213

Pershing

NMC925039-NMC925106

Federal Lode - BLM

215-261

Pershing

NMC925108-NMC925154

277-278,

Federal Lode - BLM

285-314

Pershing

NMC925156-NMC925187

Federal Lode - BLM

319-336

Pershing

NMC925192-NMC925209

Federal Lode - BLM

341-357

Pershing

NMC925214-NMC925230

Federal Lode - BLM

266-276

Pershing

NMC929379-929389

MGC

Federal Lode - BLM

283-284

Pershing

NMC929394-NMC929395

Resources

Federal Lode - BLM

262

Pershing

NMC954602

Inc. [SV 84-

Federal Lode - BLM

214

Pershing

NMC977866

5,144.60

Owned

357 set]

MGC

Resources

Inc. [SVP

Owned

set]

Federal Placer - BLM

SVP

Jan-40

Pershing

NMC906917-NMC906956

826.4

MGC

Resources

Inc. [SVR

Owned

set]

Federal Lode - BLM

SVR

16-Jan

Pershing

NMC987526-NMC987541

330.6

MGC

Resources

Inc. [SVB

Owned

set]

Federal Lode - BLM

SVB

12-Jan

Pershing

To be filed

247.9

E½,

N½NW¼,

Twn 29

SE¼NW¼,

North, Rng

E½NE¼SW

34 East,

¼,

M.D.M.,

E½SE¼SW¼

Section 25

Pershing

P 203

0/ 480/ 360

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

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


	•	On September 1, 2009 Midway paid its annual payment of US$100,000 9 to Echo Bay Exploration Inc. to maintain its option to acquire 28 unpatented mining claims called the SV claims contiguous to the Spring Valley Claims. Echo Bay retained a 2% royalty on NSR from commercial production on these claims.

	•	On April 25, 2009 Midway paid its annual payment of US$36,000 to Lamonte J. Duffy to maintain its option to purchase 12 unpatented lode mining claims. The owner retained a 3% NSR Royalty. Alternatively Midway can purchase these claims for US$600,000 with any payments already paid credited against the total.

	•	On July 1, 2009 Midway paid in advance its US$1,000 a month option payment totaling US$6,000 to George D. Duffy to maintain its option to purchase 2 unpatented lode mining claims. Alternatively Midway can purchase these claims for US$500,000 with any payments already paid credited against the total.

	•	On July 18, 2009 Midway paid its annual payment of US$20,000 to Dave Rowe and Randall Stoeberl ($20,836) to maintain its option to purchase 97 unpatented mining claims. Alternatively Midway can purchase these claims for $600,000 with any payments already paid credited against the total. Mr. Rowe and Mr. Stoeberl retained a 3% NSR royalty from commercial production on these claims.

	•	On October 30, 2009 Midway paid its annual payment of US$5,000 ($6,062) to Dale and Diana Chabino to maintain its option to purchase 2 unpatented lode mining claims. Alternatively Midway can purchase these claims for US$100,000 with any payments already paid credited against the total. Mr. Chabino and Mrs. Chabino retained a 3% NSR royalty from commercial production on these claims.

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

Exploration completed by Midway

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

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

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

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

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

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

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

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

On March 2, 2009 the Company announced an Inferred Resource of 87,750,000 tons grading 0.021 opt containing 1,835,615 ounces of gold at a cut-off grade of 0.006 opt using a $715 Lerchs-Grossman Optimization Shell. This updated estimate represents an 85% increase in contained gold at Spring Valley and includes drill results from 450 holes up to December 31, 2008 in the Pond, Sill, Porphyry, Valley Breccia, North Hill, West Diatreme, and Big Leap Zones. Mineralized domains were established by interpretation of geological, structural and assay information on sections. Assays within the domains were composited into 10 foot intervals. Search distances and directions were established using spherical variograms on the composites within the domains. A capping threshold of 1.00 opt gold was utilized, and assays greater than 1.00 opt gold were set to 1.00 opt gold. This cap is slightly lower than that used by AMEC. Higher grade composites between 0.25 and 1.0 opt were given a restricted range of 100 feet to limit high grade influences. A density of 12.6 cubic feet per short ton was applied to all bedrock material, and 14.0 cubic feet per short ton was applied to alluvium overburden. A three dimensional block model was generated using Surpac^®, a commercially available mine planning software package. Composited assays were used to estimate tons and gold grades within domains using an inverse distance cubed (ID3) estimation method. Resources reported are included within a Lerchs-Grossmann (L-G) optimization shell using a $715 per ounce gold price. The L-G shell is an economic test that simulates a break even pit using current mining costs.

Inferred Resource Using a $715 Lerchs-Grossman Optimization Shell


Cut-Off Grade (opt gold)	Short Tons (Millions)	Gold Grade (opt)	Contained Gold (ounces)

0.006	87.75	0.021	1,835,615

0.010	59.62	0.027	1,594,707

0.020	29.31	0.040	1,173,586

This resource estimate is in compliance with Canada’s NI 43-101 and in accordance with CIM Definition Standards for Mineral Resources and Mineral Reserves. It was conducted under the supervision of Eric LeLacheur (CPG), Spring Valley Project Manager, and Don Harris (M.Sc., CPG), Vice President-Advanced Projects (Midway), who are the Qualified Persons responsible for the resource. A Technical Report by Midway supporting disclosure of this mineral resource was filed on the Company’s profile on www.sedar.com on March 30, 2009.

Cautionary Note to U.S. Investors – In this Annual Report we use the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, which are geological and mining terms as defined in accordance with NI 43-101 under the guidelines adopted by CIM, as CIM Standards in Mineral Resources and Reserve Definition and Guidelines adopted by the CIM. US investors in particular are advised to read carefully the definitions of these terms as well as the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.

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

Exploration completed by Barrick

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

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

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

Significant intercepts include:

Fire assays of:


	•	339.5 feet of 0.037 opt gold (including 10 feet of 0.485 opt gold) and 156 feet of 0.028 opt gold in SV09-461C

	•	15.8 feet of 1.731 opt gold including 5 feet of 6.038 opt gold in SV09-454C

Metallic screen assays include:


	•	220 feet of 0.034 opt gold in SV09-456

	•	45 feet of 0.058 opt gold including 5 feet of 0.400 opt gold and 110 feet of 0.031 opt gold in SV09-466

	•	140 feet of 0.033 opt gold and 100 feet of 0.021 opt gold in SV09-450

	•	52.5 feet of 0.889 opt gold including 5 feet of 9.101 opt gold in SV09-451C

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

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

2010 Exploration Program

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

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

Pan Project

Location and means of access

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

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

Title

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

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

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

Ownership

Agreement Date

Expiry

Owner (source)

Claims

Land Type

Name/Series

Claim Numbers

County

State

Serial Numbers

Gold Royalty

Approx. Acreage*

Leased

1/ 7/2003,

1/7/ 2023

Gold

401

Federal Lode - BLM

PAN

119

White Pine

NMC205565

amended

Standard

Federal Lode - BLM

PAN

37-38

White Pine

NMC37169-NMC37170

1/ 1/2009

Royalty

Federal Lode - BLM

PAN

63-69 (odd)

White Pine

NMC37172-NMC37175

(Nevada)

Federal Lode - BLM

50-54 (even)

White Pine

NMC427129-NMC427133 (odd)

Inc.

Federal Lode - BLM

PAN

71-74

White Pine

NMC57946-NMC57949

Federal Lode - BLM

PAN

22-28

White Pine

NMC61102-NMC61108

Federal Lode - BLM

PAN

34-36

White Pine

NMC61114-NMC61116

2.5-4% Gross

Federal Lode - BLM

8A, 10, 12-18

White Pine

NMC630283-NMC630291

2.5-4% Gross +

Federal Lode - BLM

49A

White Pine

NMC630323

1% NSR

Federal Lode - BLM

LAT

9-38, 40, 42, 44,46, 48-60, 47, 61-65

White Pine

NMC815131-NMC815183

Federal Lode - BLM

30-52

White Pine

NMC958546-NMC958568

Federal Lode - BLM

59-72

White Pine

NMC958575-NMC958588

Federal Lode - BLM

94-121, 124-130, 133-139, 142-146, 149-154, 157-162, 165-170

White Pine

NMC958610-NMC958674

Federal Lode - BLM

30-51

White Pine

NMC980710-NMC980727

Federal Lode - BLM

PETER

Jan-51

White Pine

NMC980728-NMC980778

Federal Lode - BLM

BSW

38-45, 1-37, 46-47

White Pine

NMC980787-NMC980825

Federal Lode - BLM

19, 21, 44, 46, 48

White Pine

NMC980826-NMC980830

Federal Lode - BLM

White Pine

NMC980831

Federal Lode - BLM

Jan-41

White Pine

NMC980832-NMC980872

Federal Lode - BLM

Jan-41

White Pine

NMC980873-NMC980913

Federal Lode - BLM

GWEN

17-18

White Pine

NMC984635-NMC984636

Federal Lode - BLM

PAN

111-112, 114, 120-122

White Pine

NMC984637-NMC984642

2.5-4% Gross

7,459.80

Owned

MGC

113

Federal Lode - BLM

29-Jan

White Pine

NMC958517-NMC958545

Resources

Federal Lode - BLM

53-58

White Pine

NMC958569-NMC958574

Inc.

Federal Lode - BLM

73-93

White Pine

NMC958589-NMC958609

Federal Lode - BLM

GWEN

10-Jan

White Pine

NMC965337-NMC965346

Federal Lode - BLM

GWEN

19-48

White Pine

NMC984556-NMC984585

Federal Lode - BLM

GWEN

49-51

White Pine

NMC977345-NMC977347

Federal Lode - BLM

GWEN

54-55, 58-65

White Pine

NMC977350-NMC977359

Federal Lode - BLM

REE

81-82

White Pine

NMC973536-NMC973537

2,334.70

Mineral Resources

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

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


Category	Short Tons (millions)	Gold Grade (opt)	Contained Gold (ounces)

Measured	3.22	0.019	62,100

Indicated	31.43	0.017	546,600

Combined Measured &Indicated	34.65	0.018	608,700

Inferred	1.60	0.017	26,500

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

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

The resource estimate is based on verified drill results from 864 exploration holes available up to July 1, 2009. Mineralized domains were established by interpretation of geological, structural and assay information on sections and plans. Assays within the domains were composited into 10 foot intervals. Search distances and directions were established using spherical variograms on the composites within the domains. A density factor of 13.5 cubic feet per short ton (ft³/st) was applied to the siltstones and shales, 12.3 ft³/st to limestones, and 15.0 ft³/st to overlying volcanic tuffs. Historic metallurgical test work by Alta Gold Company and Castleworth Ventures Inc. shows oxide leach recoveries ranging from 75-94% in column testing. A three dimensional block model was generated using Surpac^®, a commercially available mine planning software package. Composited assays were used to estimate tons and gold grades within domains using an ordinary kriging estimation methodology. Resources reported are included within a Lerchs-Grossmann (L-G) optimization shell using an 80% crushed leach gold recovery and a $750 per ounce gold price. The L-G shell is an economic test that simulates a break-even pit using current mining costs.

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

Exploration

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

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

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

2010 Exploration Program

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

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

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

Midway Project

Location and means of access

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

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

Title

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

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

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

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

Ownership

Agreement Date

Expiry

Owner (source)

Claims

Land Type

Name/Series

Claim Numbers

County

State

Serial Numbers

Gold Royalty

Approx. Acreage*

Owned

7/ 2/ 2001,

MGC

Federal Lode - BLM

9-Jan

Nye

NMC387816-NMC387824

extended

Resources

Federal Lode - BLM

11-15 (odd)

Nye

NMC387826-NMC387830 (even)

5/31/2002,

Inc.

Federal Lode - BLM

17-18

Nye

NMC387832-NMC387833

amended

(Schmidt/ P

Federal Lode - BLM

21-32

Nye

NMC387836-NMC387847

10/1/2002,

atton)

Federal Lode - BLM

65-84

Nye

NMC390502-NMC470127

amended

Federal Lode - BLM

95-98

Nye

NMC470138-NMC470141

11/2/2004,

Federal Lode - BLM

105-108

Nye

NMC470148-NMC470151

amended

Federal Lode - BLM

115-119

Nye

NMC470158-NMC470162

10/1/2009

Federal Lode - BLM

123-127

Nye

NMC470166-NMC470170

Federal Lode - BLM

281-286

Nye

NMC502125-NMC502130

Federal Lode - BLM

300-302

Nye

NMC502144-NMC502146

Federal Lode - BLM

320-322

Nye

NMC502164-NMC502166

Federal Lode - BLM

340-351

Nye

NMC513285-NMC513296

Federal Lode - BLM

358-360

Nye

NMC513303-NMC513305

Federal Lode - BLM

366-368

Nye

NMC513309-NMC513311

Federal Lode - BLM

374-376

Nye

NMC513317-NMC513319

Federal Lode - BLM

382

Nye

NMC513325

Federal Lode - BLM

4, 6, 8, 10, 12, 14, 16, 280, 352-357

Nye

NMC679116-NMC679129

Federal Lode - BLM

29-41 (odd)

Nye

NMC688327-NMC688339 (odd)

Federal Lode - BLM

Nye

NMC830749

Federal Lode - BLM

Nye

NMC830753

Federal Lode - BLM

Nye

NMC830757

Federal Lode - BLM

Nye

NMC830761

Federal Lode - BLM

Nye

NMC830764

Federal Lode - BLM

25-29 (odd)

Nye

NMC831839-NMC831843 (odd)

Federal Lode - BLM

50-60 (even)

Nye

NMC831864-NMC831874 (even)

Federal Lode - BLM

69-84

Nye

NMC831883-NMC831898

2-7% NSR

6/8/2004

MGC

Federal Lode - BLM

MWAY

67-68

Nye

NMC835175-NMC835176

Resources

Federal Lode - BLM

MWAY

117-119

Nye

NMC835225-NMC835227

Inc.

Federal Lode - BLM

MWAY

147-150

Nye

NMC835255-NMC835258

(Newmont)

Federal Lode - BLM

MWAY

396

Nye

NMC835504

Federal Lode - BLM

WAY

29-Jan

Nye

NMC838228-NMC838256

Federal Lode - BLM

MWAY

649-655 (odd)

Nye

NMC845408-NMC845414 (even)

7/2/2001

MGC

and

Resources

amended

Inc.

as above

(Schmidt/ P

atton)

Federal Lode - BLM

85-100, 103-104, 101-102, 105-106

Nye

NMC984613-NMC984634

2-7% NSR

6/8/2004

MGC

Resources

Federal Lode - BLM

TMTN

15-22

Nye

NMC834933-NMC834940

Inc.

Federal Lode - BLM

TMTN

68-70 (even)

Nye

NMC834986-NMC834988 (even)

(Newmont

228

Federal Lode - BLM

TMTN

149-155

Nye

NMC835063-NMC835069

4,382.80

Drilling

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2010 Exploration Program

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

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

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


Discovery Zone Vein	Weighted Average Grade (opt gold)	Average Width (ft)	Vertical (ft)	Strike Length (ft)

Midway Vein	4.387	5.9	280	370

Rochefort	1.296	4.0	324	422


Dauntless East	0.772	4.6	349	443

Dauntless HW	0.991	8.6	231	150

Dauntless FW	0.478	12.4	198	152

(MAP)

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

Other Nevada Properties

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

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

Ownership

Agreement Date

Expiry

Owner (source)

Claims

Land Type

Name/Series

Claim Numbers

County

State

Serial Numbers

Gold Royalty

Approx. Acreage*

Federal Lode - BLM

WFWKV

Jan-51

Eureka

NMC956324-NMC962566

8/27/2007,

WFW

Federal Lode - BLM

WFWKV

52-53

Eureka

NMC966547-NMC966548

amended

Resources,

Federal Lode - BLM

WFWKV

72-104

Eureka

NMC966567-NMC966599

Optioned

9/6/2007

8/27/2027

LLC.

104

Federal Lode - BLM

WFWKV

54-71

Eureka

NMC968761-NMC968778

4% NSR

2,153.10

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

Ownership

Agreement Date

Expiry

Owner (source)

Claims

Land Type

Name/Series

Claim Numbers

County

State

Serial Numbers

Gold Royalty

Approx. Acreage*

Federal Lode - BLM

ROC 1-21

21-Jan

White Pine

NMC929929-NMC929949

1/ 15/ 2007,

Anchor

Federal Lode - BLM

ROC 22-45

22-45

White Pine

NMC950080-NMC950103

amended

Minerals,

Federal Lode - BLM

24-41

White Pine

NMC977619-NMC977636

Leased

1/ 26/ 2008

1/ 15/2017

Inc.

Federal Lode - BLM

301-317

White Pine

NMC984539-NMC984555

3.5% Gross

1,652.90

Brian

Federal Lode - BLM

LITTLE RICHARD

1-6, 7, 9-10, 12-13

White Pine

NMC822700-NMC822710

Optioned

1/ 24/2008

1/ 14/2023

Peart

Federal Placer - BLM

LITTLE RICHARD

15, 22

White Pine

NMC822711-NMC822712

2-6% NSR

207.3

Federal Lode - BLM

MONTE

10-Jan

White Pine

NMC325321-NMC325330

Federal Lode - BLM

MONTE

White Pine

NMC325340

Federal Lode - BLM

MONTE

22-34

White Pine

NMC325342-NMC325354

Federal Lode - BLM

MONTE

36-47

White Pine

NMC325356-NMC325367

Federal Lode - BLM

MONTE

49-55

White Pine

NMC325369-NMC325375

Federal Lode - BLM

MONTE

61-67

White Pine

NMC325381-NMC325387

Federal Lode - BLM

MONTE

72-85

White Pine

NMC325392-NMC325405

Federal Lode - BLM

MONTE

90-94

White Pine

NMC325410-NMC325414

Federal Lode - BLM

MONTE

White Pine

NMC325417

Federal Lode - BLM

MONTE

98-102

White Pine

NMC408429-NMC408433

Federal Lode - BLM

MONTE

137-142

White Pine

NMC408468-NMC408473

Federal Lode - BLM

MONTE

144-150

White Pine

NMC408475-NMC408481

Federal Lode - BLM

ECHO

52-55

White Pine

NMC420382-NMC420385

Federal Lode - BLM

ECHO

142

White Pine

NMC420469

Federal Lode - BLM

MONTE

160

White Pine

NMC477661

Gold

Federal Lode - BLM

126-200, 202-218, 220 227, 42-90, 94-96, 101 104, 111-124

White Pine

NMC977427-NMC977594

Standard

Federal Lode - BLM

MONTE

222

White Pine

NMC977595

3/ 20/ 2006,

Royalty

Federal Lode - BLM

MONTE

201-207, 209-212, 215 221

White Pine

NMC980693-NMC980709

amended

(Nevada)

Federal Lode - BLM

MONTE

48, 56, 58, 60, 143, 145, 168-173

White Pine

NMC980914-NMC980925

Leased

1/ 1/ 2009

3/ 20/2016

Inc. Jerry

297

Federal Lode - BLM

345-351

White Pine

NMC984643-NMC984649

2.5-4% Gross

6,136.40

Optioned

2/ 13/2008

2/ 13/2023

Pankow

Federal Lode - BLM

LITTLE RICHARD

25-26

White Pine

NMC863772-NMC863773

2-5% NSR

41.3

Federal Lode - BLM

178, 189, 201, 125

White Pine

NMC977423-NMC977426

Federal Lode - BLM

23-Jan

White Pine

NMC977596-NMC977618

MGC

Federal Lode - BLM

91-93, 97-100, 100-110

White Pine

NMC977639-NMC977649

Resources Inc.

Federal Lode - BLM

318-344

White Pine

NMC984586-NMC984612

1,384.30

Owned

Federal Lode - BLM

BIG JR

12-Sep

White Pine

NMC826346-NMC826349

2/ 15/ 2004, assigned

Ronald W.

Federal Lode - BLM

JJ NO

4-Jan

White Pine

NMC849888-NMC849891

to MGC

(“Ronny”)

Optioned

2/ 13/ 2008

Jordan

Federal Lode - BLM

DG NO

6-May

White Pine

NMC849892-NMC849893

2.5% NSR

206.6

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

Ownership

Agreement Date

Expiry

Owner (source)

Claims

Land Type

Name/ Series

Claim Numbers

County

State

Serial Numbers

Gold Royalty

Approx. Acreage*

David C.

Mough

and Jody

Ahlquist

Optioned

5/1/ 2008

5/ 1/2018

Mough

Federal Lode - BLM

PUMA

20-Jan

Pershing

NMC906418-NMC939040

2% NSR

413.2

Properties,

Kim

Federal Placer - BLM

KANSAS FRACTION

Pershing

NMC58512

Billington

Federal Lode - BLM

IDA, JENNIE, SNOW SQUALL

Pershing

NMC58513-NMC58515

3% NSR

67.9

Leased

4/7/ 2009

4/ 7/2019

et al.

MGC

Resources

Owned

Inc.

Federal Lode - BLM

61-68

Pershing

NMC977858-NMC977865

165.3

Randall

Stoeberl,

dba RS

Optioned

11/19/2007

11/ 19/ 2017

Gold

Federal Lode - BLM

Jan-60

Pershing

NMC977360-NMC977419

3% NSR

1,239.70

Washington Property

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

(MAP)

Golden Eagle Project

Location and means of access

The Golden Eagle property is approximately 211 acres of private land located in Ferry County, Washington. The property is accessed by driving two miles northwest of the town of Republic, Washington along the Knob Hill county road. Power is available at the nearby (< 1 mile) Knob Hill Mine and sufficient water is potentially available as indicated by near surface water intersected by drilling.

Title

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

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

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

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

Ownership

Agreement
Date

Expiry

Owner
(source)

Claims

Land Type

Name/ Series

Claim Numbers

County

State

Serial Numbers

Gold
Royalty

Approx.
Acreage*

Owned

Golden Eagle Holding Inc.

Federal Lode - BLM

GEH

3-Jan

Ferry

ORMC164710-ORMC164712

5.4

Ownership

Agreement
Date

Expiry

Owner (source)

Land

Land Type

Name/ Lot

Location

Pershing

State

Mineral Survey/
Patent Numbers

Gold
Royalty

Approx.
Acreage*

Owned

75% - 5/ 28/2008; 25% - 7/28/ 2008

Golden Eagle Holding Inc. (Echo Bay/Hecla)

Patented Lode - Fee

Mountain Lion

Twn 37 North, Rng 32 East, W.M., Section 27

Ferry

M.S. 402-A

20.7

Patented Lode - Fee

Flat Iron

Twn 37 North, Rng 32 East, W.M., Section 27

Ferry

M.S. 402-A

7.6

Patented Lode - Fee

Last Chance

Twn 37 North, Rng 32 East, W.M., Section 27

Ferry

M.S. 402-A

20.7

Patented Mill Site - Fee

Mountain Lion

Twn 37 North, Rng 32 East, W.M., Section 27

Ferry

M.S. 402-B

Patented Lode - Fee

Gopher

Twn 37 North, Rng 32 East, W.M., Section 27

Ferry

M.S. 509

19.7

Patented - Fee

Government Lot 1

Twn 37 North, Rng 32 East, W.M., Section 27

Ferry

41.1

Patented - Fee

Government Lot 2

Twn 37 North, Rng 32 East W.M., Section 27

Ferry

6.8

Patented - Fee

Government Lot 3

Twn 37North, Rng 32 East, W.M. , Section 27

Ferry

0.5

Patented - Fee

Government Lot 4,less Tax Lot 4

Twn 37 North, Rng 32 East, W.M., Section 27

Ferry

7.3

Patented - Fee

N½NE¼, less Tax Lot 12-02

Twn 37 North, Rng 32 East, W.M, Section 27

Ferry

0-0.75% Gross + 2% NSR on 75% of Production

77.4

Exploration

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

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

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


Cut-Off Grade (opt gold)	Short Tons (millions)	Gold Grade (opt)	Contained Gold (ounces)

0.010	42.9	0.045	1,933,000

0.020	31.9	0.055	1,769,000

0.030	23.9	0.066	1,570,000

0.040	18.2	0.076	1,372,000


0.050	14.0	0.085	1,184,000

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


Cut-Off Grade (opt gold)	Short Tons (millions)	Gold Grade (opt)	Contained Gold (ounces)

0.010	11.6	0.025	286,000

0.020	5.1	0.038	194,000

0.030	3.0	0.047	143,000

0.040	1.8	0.055	101,000

0.050	0.9	0.066	62,000

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

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

Estimated Optimal Gold Recoveries


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

The resource estimate has been prepared in accordance with National Instrument NI 43-101 of the Canadian Securities Administrators (CSA), and in accordance with CIM Definition Standards for Mineral Resources and Mineral Reserves. It was conducted under the supervision of Eric Chapman (M.Sc., C.Geol), Snowden Mining Industry Consultants Inc. and Thom Seal (PhD, PE), Principal and Metallurgist, Differential Engineering Inc. who are the Qualified Persons responsible for the technical report. The Technical Report supporting this resource estimated was filed on the Company’s profile at www.sedar.com on August 4, 2009.

The current resource estimate includes verified drill results from 222 historic holes that were available up to May 1, 2009. Verification was completed by comparison of gold values to laboratory certificates and drill logs obtained from historic operators of the project. Only gold values that had laboratory certificates or drill log verification were used in the resource estimate. Mineralized domains were established by interpretation of geological, structural and assay information on sections and plans. Assays within the domains were composited into 5 foot intervals. Search distances and directions were established using spherical variograms on the composites within the domains. A

capping threshold of 0.10 to 0.50 opt gold was utilized depending upon the domain, and assays greater than the capping threshold would be set to that value. Less than 0.2% of the samples were affected by the capping. A density factor of 13.7 cubic feet per short ton (ft³/st) was applied to the mineralized bedrock material, and 13.5 to 14.3 ft³/st was applied to surrounding bedrock. A tonnage factor of 15.1 ft³/st was applied to overlying glacial till. A three dimensional block model was generated using Datamine^®, a commercially available mine planning software package. Composited assays were used to estimate tons and gold grades within domains using an ordinary kriging estimation methodology. Resources reported are included within a Lerchs-Grossmann (L-G) optimization shell, which was generated using a $750 per ounce gold price and 85% gold recovery. The L-G shell is an economic test that simulates a break-even pit using current mining costs.

2010 Exploration Program

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

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

ITEM 3. LEGAL PROCEEDINGS

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

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

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

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

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

ITEM 4. [RESERVED]

PART II

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

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

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

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


Period	High Cdn$		Low Cdn$

2009
First Quarter	$	0.93	$	0.30
Second Quarter	$	0.95	$	0.46
Third Quarter	$	1.05	$	0.61
Fourth Quarter	$	1.09	$	0.63

2008
First Quarter	$	4.68	$	2.80
Second Quarter	$	2.89	$	1.68
Third Quarter	$	2.05	$	0.75
Fourth Quarter	$	1.10	$	0.18

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


Period	High US$		Low US$

2009
First Quarter	$	0.75	$	0.35
Second Quarter	$	0.93	$	0.80
Third Quarter	$	1.00	$	0.56
Fourth Quarter	$	1.04	$	0.57

2008
First Quarter	$	4.74	$	2.21
Second Quarter	$	2.95	$	1.66
Third Quarter	$	2.05	$	0.73
Fourth Quarter	$	1.07	$	0.12

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

Dividend Policy

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

Repurchase of Securities

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

Equity Compensation Plan Information

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

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


	Number of Securities to be Issued Upon Exercise of Outstanding Options		Weighted Average Exercise Price of Outstanding Options,		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)

Plan Category		(a)		(b)		(c)

Equity Compensation Plans Approved By Security Holders		4,501,667	$	1.47		3,233,833


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

Stock Option Plan Information

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

Purpose

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

Persons Eligible

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

Administration

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

Shares Available under the Stock Option Plan

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

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

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

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

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


	1.	The maximum number of common shares to be issued pursuant to the Stock Option Plan shall not exceed 10% of the issued and outstanding shares of the Company at the time of the stock option grant.

	2.	Subject to adjustment as provided in the U.S. Plan appended to and forming part of the Stock Option Plan, the aggregate number of common shares that may be issued under the U.S. Plan shall be 3,000,000; provided, however, that the aggregate number of common shares authorized under the U.S. Plan for use in granting Incentive Stock Options shall, at all times, be a part of and subject to the limitations set forth in the Stock Option Plan, and shall be adjusted proportionately to reflect any adjustments to the number of shares authorized under the Stock Option Plan.

	3.	The maximum number of shares under option to the benefit of one person under the Stock Option Plan may not exceed 5%, on an annual basis, of the total of the issued and outstanding shares of the Company (on an undiluted basis) at the time of grant (in the case of a consultant, the annual maximum is 2%).

	4.	If the holder of the option is engaged in investor relation activities for the Company, the total number of shares under option may not exceed 2% of the total of the issued and outstanding share capital of the Company (on an undiluted basis) at the time of grant.

	5.	The options granted will have a maximum term of ten years from the date of grant. The option is non-assignable and non-transferable.

	6.	If an optionee ceases to be employed by the Company (other than as a result of termination with cause) or ceases to act as director or officer of the Company, any option held by such optionee may be exercised within 90 days after the date that such optionee ceases to be employed by the Company or ceases to act as director or officer of the Company, as the case may be, or within 30 days if the optionee is engaged in investor relation activities and ceases to be employed to provide investor relation activities.

	7.	In the event of death of an optionee, the optionee’s heirs or administrators may exercise any portion of that outstanding option up to a period of one year from the date of the optionee’s death for the termination date of the option, whichever is earlier.

	8.	Any common shares subject to an option which for any reason are cancelled or terminated without having been exercised shall again be available for grant under the Stock Option Plan.

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

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

Terms and Conditions of Stock Options

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

Vesting and Term. With the exception of any options granted to a consultant who performs Investor Relations Activities (as defined in the Stock Option Plan), all options granted to each participant under the Stock Option Plan will become vested on the grant date, or at such other time as may be established by the Board at the time of the grant in compliance with the policies of any exchange on which the common shares are traded. The Board will, at the time of grant, determine the vesting date or dates of any options granted to a consultant who performs Investor Relations Activities (as defined in the Stock Option Plan) provided that such options must vest in stages over 12 months with no more than ¼ of the options vesting in any three-month period. Pursuant to the Stock Option Plan, the term of any option granted shall not exceed ten (10) years, or five (5) years if the Company ceases to be a Tier 1 issuer on the TSX Venture Exchange at the time of grant.

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


Closing Price		Discount

up to Cdn$0.50		25%

$0.51 to $2.00		20%

Above $2.00		15%

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

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

Exercise of Stock Options

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

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

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

Termination, Retirement, Resignation or Death of Participant

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

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

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

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

Amendment of the Plan

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

Recent Sales of Unregistered Securities

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

Stock Performance Graph

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

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

(BAR CHART)


	31-Dec- 2004		30-Dec- 2005		29-Dec- 2006		31-Dec- 2007		31-Dec- 2008		31-Dec 2009

Midway Gold Corp.	$	100.00	$	144.57	$	285.88	$	422.84	$	50.00	$	94.57

NYSE Amex Composite Index	$	100.00	$	122.64	$	143.27	$	168.00	$	97.44	$	127.23

NYSE Amex Gold Miners Index	$	100.00	$	128.59	$	157.08	$	190.11	$	140.43	$	184.05

ITEM 6. SELECTED FINANCIAL DATA

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

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


Statements of Operations Data	2009			2008			2007			2006			2005

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

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors and Uncertainties” and elsewhere in this Annual Report.

Company Overview

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

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

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

Business Strategy and Development

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

Spring Valley Project

Barrick has the exclusive right to earn a 60% interest in the Spring Valley project by spending US$30,000,000 on the property over five years. Barrick may increase its interest by 10% (70% total) by spending an additional US$8,000,000 in the year immediately after vesting at 60%. At Midway’s election, Barrick may also earn an additional 5% (75% total) by carrying Midway to a production decision and arranging financing for Midway’s share of mine construction expenses with the carrying and financing costs plus interest to be recouped by Barrick once production has been established. Midway is coordinating geologic and administrative activities during the earn-in period for a negotiated administrative fee.

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

See “Item 2. Description of Properties – Spring Valley Project” for a more detailed description of the agreement with Barrick and the 2009 exploration program.

Pan Project

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

See “Item 2. Description of Properties – Pan Project” for a more detailed description of the 2009 exploration program.

Midway Project

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

See “Item 2. Description of Properties – Midway Project” for a more detailed description of the 2009 exploration program.

Golden Eagle Project

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

Exploration projects:

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

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

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

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

Significant differences in costs between the years are as follows:

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

Exploration levels are determined by the success of previous exploration programs on each project and in part by available cash to fund additional programs. Exploration salaries and labor include the non-cash estimated fair value of stock based compensation for stock options granted to technical employees in the period of $197,169 (2008 - $258,158; 2007 - $292,110).

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

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

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

Salaries and benefits of $1,693,147 (2008 - $1,076,408; 2007 - $1,613,624) are payments to the Company’s non-management directors and Midway’s staff based in Helena, Montana. The category also includes the estimated fair value of stock based compensation for stock options granted and vested to employees, directors and officers in the period of $955,069 (2008 - $242,870; 2007 - $1,210,802).

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

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

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

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

Significant differences in costs between the quarters are as follows:

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

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

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

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

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

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

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

Summary of Quarterly Results (Unaudited)


	2009 Quarter Ended In								2008 Quarter Ended In

	Dec		Sept		June		March		Dec		Sept		June		March

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

Notes and Factors Affecting Comparability of Quarters:


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

Financial Condition and Liquidity

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

Our auditor’s report on our 2009 consolidated financial statements includes an additional explanatory paragraph that states that our recurring losses from operation raise substantial doubt about our ability to continue as a going concern. The Company began the year with cash on hand of $2,416,438. During 2009 the Company expended $2,818,251 on operations, invested a total of $379,516 in mineral property and equipment net of proceeds on sale of surplus equipment, the recovery of reclamation deposits and proceeds on sale of investments and raised $3,521,651 from the exercise of stock options and share purchase warrants for cash and the Company paid the final $1,000,000 owed on a promissory note to end at December 31, 2009 with cash on hand of $1,740,322. The consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. The ability of the Company to continue as a going concern is uncertain and dependent upon obtaining the financing necessary to meet its financial commitments and to complete the development of its properties and/or realizing

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.

Recently, the poor conditions in the U.S. housing market and the credit quality of mortgage backed securities continued and worsened in 2008, causing a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. These disruptions continued in 2009 and are likely to continue into 2010. The current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations in the future. Our access to additional capital may not be available on terms acceptable to us or at all.

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

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

As of March 26, 2010, there are 4,501,667 stock options at prices ranging from $0.56 to $3.36. While it is probable that some of these options will be exercised, it is not possible to predict the timing or the amount of funds which might be received.

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

Contractual Obligations

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

Off-balance sheet arrangements

There are no off balance sheet arrangements.

Inflation

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

Environmental Compliance

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

Midway has an obligation to reclaim its properties after the surface has been disturbed by exploration methods at the site. As of December 31, 2009, we have accrued $41,872 related to reclamation and other closure requirements at our properties, compared to $98,514 from December 31, 2008. These liabilities are covered by a combination of surety bonds and restricted cash totaling $279,126 at December 31, 2009 (2008 - $517,711). We have accrued as a current liability what management believes is the present value of our best estimate of the liabilities as of December 31, 2009; however, it is possible that our obligations may change in the near or long term depending on a number of factors.

Critical accounting policies

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

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

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

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

Recent United States Accounting Pronouncements:

In June 2009, the Financial Accounting Standards Board (“FASB”) issued new accounting standards related to its accounting standards codification of the hierarchy of generally accepted accounting principles. The new standard is the sole source of authoritative generally accepted accounting principles of the United States (“U.S. GAAP”) to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification superseded non-SEC accounting and reporting standards. All accounting literature that is not in the Codification, not issued by the SEC and not otherwise grandfathered is non-authoritative. The new standard is effective for the Company’s interim quarterly period beginning July 1, 2009. Pursuant to the provisions of FASB ASC 105, the Company has updated the references to GAAP in its financial statements. The adoption had no impact on the Company’s consolidated financial position results of operations or cash flows.

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

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

In May 2009, FASB issued new accounting standards on subsequent events that established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, it provides (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new standard is effective for interim or annual periods ending after June 15, 2009. Midway has evaluated all subsequent events through November 6, 2009, the date of filing of this Form 10-Q. The adoption of this standard did not have a material effect on the Company’s financial statements.

In April 2009, the FASB issued new accounting standards on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. This new standard provides additional guidance for estimating fair value in accordance with the accounting standard on fair value measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The new standard is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The adoption of this standard did not have a material effect on the Company’s financial statements.

In April 2009, the FASB issued new accounting standards on recognition and presentation of other-than-temporary impairments. This amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the

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

In April 2009, the FASB issued new accounting standards on interim disclosures about fair value of financial instruments The standard requires disclosure about the fair value of its financial instruments and the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. The standard is effective for the Company as of June 30, 2009 and its adoption did not impact the Company’s interim consolidated financial condition or results of operations.

In March 2008, the FASB issued new accounting standards on disclosures about derivative instruments and hedging activities that intends to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. The new standard also requires disclosure about an entity’s strategy and objectives for using derivatives, the fair values of derivative instruments and their related gains and losses. The standard is effective for fiscal years and interim periods beginning after November 15, 2008, and was applicable to the Company’s fiscal year beginning January 1, 2009. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued new accounting standards on, business combinations that establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The standard requires retroactive adoption of the presentation and disclosure requirements for existing minority interests and shall be applied prospectively on or after an entity’s fiscal year that begins on or after December 15, 2008. The standard did not have a material impact on the Company’s consolidated financial statements.

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

Midway has no publicly or privately traded securities or market instruments aside from our own equity. The only publicly traded securities are the common shares of Midway, which trade on NYSE Amex and TSX.V. We have no debt instruments subject to interest payments, sales contracts, swaps, derivatives, or forward agreements or contracts, or inventory.

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

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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


	Page

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

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

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


ITEM 9A.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K for the fiscal year ended December 31, 2009, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were ineffective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The management of Midway is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:


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


		and dispositions of the assets of the Company;

	•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

	•	provide reasonable assurance regarding prevention or timely detections of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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

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


	1.	Financial Reporting

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

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

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

Changes in Internal Controls over Financial Reporting

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

Remediation plans

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

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

ITEM 11. EXECUTIVE COMPENSATION

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

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

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

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

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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


	(1)	Our consolidated financial statements are listed on the “Index to Financial Statements” on Page F-1 to this report.

	(2)	Financial Statement Schedules (omitted because they are either not required, are not applicable, or the required information is disclosed in the Notes to the Consolidated Financial Statements or related notes).

	(3)	The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference.


Exhibit Number	Description

2.1	Amended and Restated Arrangement Agreement between Midway Gold Corp. and Pan-Nevada Gold Corporation, dated February 26, 2007, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.


3.1	Notice of Articles, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

3.2	Articles, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

4.1	Form of Stock Certificate, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

4.2	Form of Warrant Certificate issued in connection with the November 2006 Private Placement, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

4.3	Form of Subscription Agreement for May 2006 Private Placement, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

4.4	Form of Subscription Agreement for November 2006 Private Placement, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.1	Option Amendment Agreement between Paul G. Schmidt and Mary Ann Schmidt and Thomas C. Patton and Linda Sue Patton and Midway Gold Corp., dated November 2, 2004, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.2	Purchase and Sale Agreement between Paul G. Schmidt and MGC Resources Inc., dated August15, 2003, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.3	Purchase and Sale Agreement between Echo Bay Exploration Inc. and MGC Resources Inc. dated September 1, 2003, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.4	Sale Deed between Nevada Land and Resource Company LLC and MGC Resources Inc., dated October 5, 2005, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.5	Purchase and Sale Agreement between Coeur Rochester, Inc. and MGC Resources Inc., dated January 25, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.6	Mineral Lease Agreement and Option to Purchase between Lamonte J. Duffy and MGC Resources Inc., dated April 25, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.7	Sale Deed between Seymork Investments Ltd. and MGC Resources Inc., dated May 5, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and


	Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.8	Mineral Lease Agreement and Option to Purchase between Dave Rowe, Randall Stoeberl and MGC Resources Inc., dated July 18, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.9	Mineral Lease Agreement and Option to Purchase between Lamonte J. Duffy and MGC Resources Inc., dated October 25, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.10	Mineral Lease Agreement and Option to Purchase between Dale Chabino and Diana Chabino and MGC Resources Inc., dated October 30, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.11	Mineral Lease Agreement between the Lyle Campbell Trust and Pan-Nevada Resources Corporation dated January 7, 2003, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.12	Mineral Lease Agreement and Option to Purchase between George D. Duffy and MGC Resources Inc. dated June 1, 2007, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.13	Stock Option Plan of Midway Gold Corp., previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.14	Stock Option Plan of Midway Gold Corp. – Form of Stock Option Agreement, previously filed with Amendment No.1 to the initial registration statement on Form S-1/A filed with the Securities and Exchange Commission on September 27, 2007 and incorporated herein by reference.

10.15	Employment Agreement between Alan Branham and Midway Gold Corp. previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.16	Contracting Agreement between Doris Meyer, Golden Oak Corporate Services Ltd. and Midway Gold Corp. dated December 1, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.17	Consulting Agreement between Kelly Hyslop and Midway, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.18	Consulting Agreement between John Watson, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.19	Assignment agreement with Martin H. Webster, Donald H. Jones, Michael C. Agran, Virginia Genest, Wallace Stephens, and Sandra Newmark dated June 25, 2008, previously filed on Form


	10-Q filed with the Securities and Exchange Commission on August 14, 2008.

10.20	Letter of Intent with Kinross dated May 28, 2008, previously filed on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008

10.21	Letter of Intent with Hecla dated May 28, 2008, previously filed on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008

10.22	Terms Sheet between MGC and Barrick Gold dated October 17, 2008, previously filed on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008

10.23	2008 Stock Option Plan, previously filed on Form 8-K filed with the Securities and Exchange Commission on January 15, 2009

10.24	Exploration, Development and Mine Operating Agreement dated effective March 10, 2009, previously filed with the Securities and Exchange Commission on March 16, 2009

14.1	Code of Ethics, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

21	Subsidairies of the Company

23.1	Consent of KPMG LLP

23.2	Consent of Eric Chapman, Snowden Mining Industry Consultants Inc.

23.3	Consent of Thom Seal, Differential Engineering Inc.

23.4	Consent of Eric LeLacheur and Don Harris

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-15(f) of the Exchange Act

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-15(f) of the Exchange Act

32.1	Certification of Chief Executive Officer pursuant to Rule 13a or 15(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Chief Financial Officer pursuant to Rule 13a or 15(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	MIDWAY GOLD CORP.

March 30, 2010	By:	/s/ Dan Wolfus

		Daniel Wolfus
		Chairman, Chief Executive Officer and Director
		(Principal Executive Officer)

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


Name	Title	Date

/s/ George T. Hawes

George T. Hawes	Director	March 30, 2010

/s/ Alan Branham

Alan Branham	Director	March 30, 2010

/s/ Roger Newell

Roger Newell	Director	March 30, 2010


/s/ Frank Yu

Frank Yu	Director	March 30, 2010

/s/ Doris A. Meyer	Chief Financial Officer and Corporate
	Secretary (Principal Financial and Accounting	March 30, 2010
Doris A. Meyer	Officer)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


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

INDEX TO EXHIBITS


Exhibit Number		Exhibit Number

2.1		Amended and Restated Arrangement Agreement between Midway Gold Corp. and Pan-Nevada Gold Corporation, dated February 26, 2007, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

3.1		Notice of Articles, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

3.2		Articles, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

4.1		Form of Stock Certificate, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

4.2		Form of Warrant Certificate issued in connection with the November 2006 Private Placement, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

4.3		Form of Subscription Agreement for May 2006 Private Placement, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

4.4		Form of Subscription Agreement for November 2006 Private Placement, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.1		Option Amendment Agreement between Paul G. Schmidt and Mary Ann Schmidt and Thomas C. Patton and Linda Sue Patton and Midway Gold Corp., dated November 2, 2004, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.2		Purchase and Sale Agreement between Paul G. Schmidt and MGC Resources Inc., dated August 15, 2003, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.3		Purchase and Sale Agreement between Echo Bay Exploration Inc. and MGC Resources Inc. dated September 1, 2003, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.4		Sale Deed between Nevada Land and Resource Company LLC and MGC Resources Inc., dated October 5, 2005, previously filed with the initial


		registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.5		Purchase and Sale Agreement between Coeur Rochester, Inc. and MGC Resources Inc., dated January 25, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.6		Mineral Lease Agreement and Option to Purchase between Lamonte J. Duffy and MGC Resources Inc., dated April 25, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.7		Sale Deed between Seymork Investments Ltd. and MGC Resources Inc., dated May 5, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.8		Mineral Lease Agreement and Option to Purchase between Dave Rowe, Randall Stoeberl and MGC Resources Inc., dated July 18, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.9		Mineral Lease Agreement and Option to Purchase between Lamonte J. Duffy and MGC Resources Inc., dated October 25, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.10		Mineral Lease Agreement and Option to Purchase between Dale Chabino and Diana Chabino and MGC Resources Inc., dated October 30, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.11		Mineral Lease Agreement between the Lyle Campbell Trust and Pan-Nevada Resources Corporation dated January 7, 2003, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.12		Mineral Lease Agreement and Option to Purchase between George D. Duffy and MGC Resources Inc. dated June 1, 2007, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.13		Stock Option Plan of Midway Gold Corp., previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.14		Stock Option Plan of Midway Gold Corp. – Form of Stock Option Agreement, previously filed with Amendment No.1 to the initial registration statement on Form S-1/A filed with the Securities and Exchange Commission on September 27, 2007 and incorporated herein by reference.

10.15		Employment Agreement between Alan Branham and Midway Gold Corp. previously filed with the initial registration statement on Form S-1 filed with the


		Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.16		Contracting Agreement between Doris Meyer, Golden Oak Corporate Services Ltd. and Midway Gold Corp. dated December 1, 2006, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.17		Consulting Agreement between Kelly Hyslop and Midway, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.18		Consulting Agreement between John Watson, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

10.19		Assignment agreement with Martin H. Webster, Donald H. Jones, Michael C. Agran, Virginia Genest, Wallace Stephens, and Sandra Newmark dated June 25, 2008, previously filed on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2008.

10.20		Letter of Intent with Kinross dated May 28, 2008, previously filed on Form 10- Q filed with the Securities and Exchange Commission on November 14, 2008

10.21		Letter of Intent with Hecla dated May 28, 2008, previously filed on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008

10.22		Terms Sheet between MGC and Barrick Gold dated October 17, 2008, previously filed on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008

10.23		2008 Stock Option Plan, previously filed on Form 8-K filed with the Securities and Exchange Commission on January 15, 2009

10.24		Exploration, Development and Mine Operating Agreement dated effective March 10, 2009, previously filed with the Securities and Exchange Commission on March 16, 2009

14.1		Code of Ethics, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.

21		Subsidiaries of the Company

23.1		Consent of KPMG LLP

23.2		Consent of Eric Chapman, Snowden Mining Industry Consultants Inc.

23.3		Consent of Thom Seal, Differential Engineering Inc.

23.4		Consent of Eric LeLacheur and Don Harris

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-15(f) of the Exchange Act


31.2		Certification of Chief Financial Officer pursuant to Rule 13a-15(f) of the Exchange Act

32.1		Certification of Chief Executive Officer pursuant to Rule 13a or 15(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to Rule 13a or 15(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1

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

Attached files

Midway Gold Corp Reports

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