Midway Gold 10-Q 2009 Q1 Quarterly report

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 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: 333-145141

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 White Rock, British Columbia, Canada V4B 1E6	V4B 1E6
(Address of Principal Executive Offices)	(Zip Code)

(604) 536-2711

(Registrant’s Telephone Number, including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes    No

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           Accelerated filer     Non-accelerated filer       Smaller Reporting Company    

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

Number of Shares outstanding at May 8, 2009      75,071,664

TABLE OF CONTENTS

EXPLANATORY NOTE

All references to “$” in this report means the Canadian dollar.  All references to “US$” refers to the U.S. dollar, and unless otherwise indicated all currency amounts in this report are stated in Canadian dollars.  

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

MIDWAY GOLD CORP.

(An exploration stage company)  

CONSOLIDATED INTERIM BALANCE SHEETS

 (Expressed in Canadian dollars)

			March 31, 2009		December 31, 2008
			(unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	1,476,540	$	2,416,438
	Amounts receivable		256,693		86,451
	Prepaid expenses		110,538		30,577
			1,843,771		2,533,466
Investments (note 4)			171,080		346,675
Reclamation deposit			497,381		517,711
Equipment (note 5)			175,772		218,325
Mineral properties (note 6)			47,319,074		46,971,127
		$	50,007,078	$	50,587,304
Liabilities and stockholders' equity
Current liabilities
	Accounts payable and accrued liabilities	$	348,598	$	369,012
	Accrued interest payable (note 8)		19,973		7,918
	Promissory note (note 8)		1,000,000		1,000,000
			1,368,571		1,376,930
Future income tax liability			8,375,085		8,093,661
Stockholders' equity (note 7)
	Common stock authorized - unlimited, no par value
	Issued - 64,821,664 (2008 - 64,821,664)		88,181,641		88,181,641
	Additional paid in capital		6,564,414		6,170,544
	Accumulated other comprehensive income		-		-
	Deficit accumulated during the exploration stage		(54,482,633)		(53,235,472)
			40,263,422		41,116,713
		$	50,007,078	$	50,587,304
Nature of operations and going concern (note 1)
Subsequent event (notes 1, 8 and 12)

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

1

MIDWAY GOLD CORP.

(An exploration stage company)  

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

 (Expressed in Canadian dollars)  (unaudited)

			Three months ended March 31, 2009		Three months ended March 31, 2008		Cumulative period from inception (May 14, 1996) to March 31, 2009
Expenses
	Consulting (note 9)	$	24,668	$	26,109	$	548,101
	Depreciation		32,617		27,928		522,985
	Gain on sale of subsidiary		-		-		(2,806,312)
	Interest and bank charges		14,119		1,192		871,702
	Investor relations		18,872		43,671		1,044,456
	Legal, audit and accounting		30,056		48,837		1,880,843
	Management fees		-		-		265,000
	Mineral exploration expenditures (Schedule)		265,929		2,337,032		43,126,725
	Mineral property interests written off		-		-		4,271,754
	Office and administration (note 9)		53,089		36,436		1,152,468
	Salaries and benefits		487,770		289,260		6,440,593
	Transfer agent and filing fees		17,429		34,028		410,702
	Travel		35,152		44,448		703,694
Operating loss			979,701		2,888,941		58,432,711
Other income (expenses):
	Foreign exchange loss		(245,624)		(264,018)		(413,037)
	Management fee		6,745		-		6,745
	Interest income		4,142		63,869		831,754
	Loss on sale of equipment		(1,278)		-		(4,162)
	Loss on sale of investments (note 4)		(14,747)		-		(24,520)
	Investment write down (note 4)		(27,770)		-		(649,995)
	Other income		7,072		-		94,293
			(271,460)		(200,149)		(158,922)
Net loss before income tax			1,251,161		3,089,090		58,591,633
	Income tax recovery		4,000		105,000		4,109,000
Net loss		$	1,247,161	$	2,984,090	$	54,482,633
Basic and diluted loss per share		$	0.02	$	0.06
Weighted average number of shares     outstanding			64,821,664		49,811,137
			Three months ended March 31, 2009		Three months ended March 31, 2008
Net loss for the period before other comprehensive loss		$	1,247,161	$	2,984,090
	Unrealized loss on investment		22,517		299,000
	Investment write down		(7,770)		-
	Realized loss on sale of investments		(14,747)		-
Comprehensive loss		$	1,247,161	$	3,283,090

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

2

MIDWAY GOLD CORP.

(An exploration stage company)  

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

 (Expressed in Canadian dollars)  (unaudited)

				Three months ended March 31, 2009		Three months ended March 31, 2008		Cumulative period from inception (May 14, 1996) to March 31, 2008
Cash provided by (used in):
Operating activities:
	Net loss		$	(1,247,161)	$	(2,984,090)	$	(54,482,633)
	Items not involving cash:
		Depreciation		32,617		27,928		522,985
		Stock-based compensation		393,870		142,005		5,377,763
		Unrealized foreign exchange loss		285,424		289,455		448,798
		Unrealized loss on investment		27,770		-		649,995
		Non-cash interest expense		-		-		234,765
		Income tax recovery		(4,000)		(105,000)		(4,109,000)
		Gain on sale of subsidiary		-		-		(2,806,312)
		Loss on sale of equipment		1,278		-		4,162
		Loss on sale of investments		14,747		-		24,520
		Write off of mineral property interests		-		-		4,271,754
	Change in non-cash working capital items:
		Amounts receivable		(170,242)		16,838		(240,189)
		Prepaid expenses		(79,961)		(74,155)		(130,580)
		Accounts payable and accrued liabilities		(20,414)		365,689		443,603
		Accrued interest payable		12,055		-		19,973
				(754,017)		(2,321,330)		(49,770,396)
Investments activities:
	Proceeds on sale of subsidiary			-		-		254,366
	Proceeds on sale of equipment			8,658		-		10,271
	Proceeds on sale of mineral property			-		-		233,459
	Proceeds on sale of investments			133,078		-		154,405
	Mineral property acquisitions			(347,947)		(372,782)		(20,258,758)
	Deferred acquisition costs			-		-		(23,316)
	Purchase of equipment			-		(74,704)		(1,696,693)
	Reclamation deposit			20,330		(64,004)		(912,764)
				(185,881)		(511,490)		(22,239,030)
Financing activities:
	Advance from Red Emerald Ltd.			-		-		12,010,075
	Common stock issued, net of issue costs			-		374,261		54,151,286
	Promissory note			-		-		2,000,000
	Repayment of promissory note			-		-		(1,000,000)
	Convertible debenture			-		-		6,324,605
				-		374,261		73,485,966
Increase (decrease) in cash and cash equivalents				(939,898)		(2,458,559)		1,476,540
Cash and cash equivalents, beginning of period				2,416,438		8,325,280		-
Cash and cash equivalents, end of period			$	1,476,540	$	5,866,721	$	1,476,540
Supplemental disclosure with respect to cash flows (note 11)

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

3

MIDWAY GOLD CORP.

(An exploration stage company)  

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

 (Expressed in Canadian dollars)  (unaudited)

			Three months ended March 31, 2009		Three months ended March 31, 2008
Net loss for the period before other comprehensive loss		$	1,247,161	$	2,984,090
	Unrealized loss on investment		22,517		299,000
	Investment write down		(7,770)		-
	Realized loss on sale of investments		(14,747)		-
Comprehensive loss		$	1,247,161	$	3,283,090

4

MIDWAY GOLD CORP.

(An exploration stage company)  

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

 (Expressed in Canadian dollars)  (unaudited)

		Number of shares	Common stock	Additional paid-in capital	Accumulated other comprehensive income	Accumulated deficit during the exploration stage	Total stockholders' equity
Balance, May 14, 1996 (date of inception)		-	$                      -	$                      -	$                      -	$                      -	$                      -
Shares issued:
	Private placements	700,000	168,722	-	-	-	168,722
Net loss		-	-	-	-	(114,800)	(114,800)
Balance, December 31, 1996		700,000	168,722	-	-	(114,800)	53,922
Shares issued:
	Initial public offering	2,025,000	590,570	-	-	-	590,570
	Principal shares	750,000	7,500	-	-	-	7,500
	Private placement	1,000,000	1,932,554	321,239	-	-	2,253,793
	Exercise of share purchase warrants	1,000,000	2,803,205	-	-	-	2,803,205
	Acquisition of mineral property interest	1,000,000	2,065,500	-	-	-	2,065,500
	Finders fee	150,000	309,825	-	-	-	309,825
Net loss		-	-	-	-	(2,027,672)	(2,027,672)
Balance, December 31, 1997		6,625,000	7,877,876	321,239	-	(2,142,472)	6,056,643
Shares issued:
	Exercise of share purchase warrants	100,000	332,124	(32,124)	-	-	300,000
	Acquisition of mineral property interest	200,000	246,000	-	-	-	246,000
	Finders fee	150,000	224,250	-	-	-	224,250
Net loss		-	-	-	-	(1,943,674)	(1,943,674)
Balance, December 31, 1998		7,075,000	8,680,250	289,115	-	(4,086,146)	4,883,219
Consolidation of shares on a two for one new basis		(3,537,500)	-	-	-	-	-
Net loss		-	-	-	-	(2,378,063)	(2,378,063)
Balance, December 31, 1999		3,537,500	8,680,250	289,115	-	(6,464,209)	2,505,156
Net loss		-	-	-	-	(4,718,044)	(4,718,044)
Balance, December 31, 2000		3,537,500	8,680,250	289,115	-	(11,182,253)	(2,212,888)
Net earnings		-	-	-	-	2,427,256	2,427,256
Balance, December 31, 2001		3,537,500	8,680,250	289,115	-	(8,754,997)	214,368
Shares issued:
	Private placement	4,824,500	2,133,786	246,839	-	-	2,380,625
	Exercise of share purchase warrants	4,028,000	1,007,000	-	-	-	1,007,000
	Exercise of stock options	32,000	12,800	-	-	-	12,800
	Financing shares issued	31,250	35,000	-	-	-	35,000
	Acquisition of mineral property interest	4,500,000	3,600,000	-	-	-	3,600,000
	Share issue costs	-	(544,260)	-	-	-	(544,260)
Stock based compensation		-	-	27,000	-	-	27,000
Net loss		-	-	-	-	(1,657,651)	(1,657,651)
Balance, December 31, 2002		16,953,250	14,924,576	562,954	-	(10,412,648)	5,074,882
Shares issued:
	Private placement	700,000	638,838	201,162	-	-	840,000
	Exercise of share purchase warrants	294,500	73,625	-	-	-	73,625
	Share issue costs	-	(19,932)	-	-	-	(19,932)
Stock based compensation		-	-	531,000	-	-	531,000
Net loss		-	-	-	-	(1,352,679)	(1,352,679)
Balance, December 31, 2003		17,947,750	15,617,107	1,295,116	-	(11,765,327)	5,146,896
Shares issued:
	Private placement	2,234,400	2,122,269	175,407	-	-	2,297,676
	Exercise of share purchase warrants	213,500	300,892	(46,267)	-	-	254,625
	Exercise of stock options	250,000	157,000	(27,000)	-	-	130,000
	Share issue costs	-	(183,512)	-	-	-	(183,512)
Stock based compensation		-	-	941,478	-	-	941,478
Net loss		-	-	-	-	(2,994,702)	(2,994,702)
Balance, December 31, 2004		20,645,650	18,013,756	2,338,734	-	(14,760,029)	5,592,461
	Private placement	4,075,800	3,266,095	773,335	-	-	4,039,430
	Exercise of stock options	165,500	124,364	(31,964)	-	-	92,400
	Exercise of share purchase warrants	1,743,000	1,543,844	(4,844)	-	-	1,539,000
	Share issue costs	-	-	-	-	-	-
Stock based compensation		-	(184,660)	488,075	-	-	303,415
Net loss		-	-	-	-	(4,402,715)	(4,402,715)
Balance, December 31, 2005, carried forward		26,629,950	22,763,399	3,563,336	-	(19,162,744)	7,163,991

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

5

MIDWAY GOLD CORP.

(An exploration stage company)  

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

 (Expressed in Canadian dollars)  (unaudited)

		Number of shares	Common stock	Additional paid-in capital	Accumulated other comprehensive income	Accumulated deficit during the exploration stage	Total stockholders' equity
Balance, December 31, 2005, brought forward		26,629,950	22,763,399	3,563,336	-	(19,162,744)	7,163,991
Shares issued:
	Private placements	5,725,000	10,760,355	944,645	-	-	11,705,000
	Exercise of stock options	306,000	325,530	(111,330)	-	-	214,200
	Exercise of share purchase warrants	3,227,000	4,182,991	(768,491)	-	-	3,414,500
	Acquisition of mineral property interest	40,000	88,000	-	-	-	88,000
	Share issue costs	-	(248,512)	-	-	-	(248,512)
Stock based compensation		-	-	992,400	-	-	992,400
Net loss		-	-	-	-	(7,241,228)	(7,241,228)
Balance, December 31, 2006		35,927,950	37,871,763	4,620,560	-	(26,403,972)	16,088,351
Shares issued:
	Private placement	2,000,000	5,400,000	-	-	-	5,400,000
	Pan-Nevada acquisition	7,764,109	25,000,431	2,028,074	-	-	27,028,505
	Exercise of stock options	595,000	1,485,415	(694,515)	-	-	790,900
	Exercise of share purchase warrants	3,395,605	10,777,930	(2,081,407)	-	-	8,696,523
	Share issue costs	-	(28,000)	-	-	-	(28,000)
Stock based compensation		-	-	1,502,912	-	-	1,502,912
Unrealized loss on investment		-	-	-	(120,000)	-	(120,000)
Net loss		-	-	-	-	(10,666,106)	(10,666,106)
Balance, December 31, 2007		49,682,664	80,507,539	5,375,624	(120,000)	(37,070,078)	48,693,085
Shares issued:
	Private placement	14,521,500	6,174,441	956,509	-	-	7,130,950
	Acquisition of mineral property interest	30,000	88,500	-	-	-	88,500
	Exercise of stock options	479,000	1,186,462	(453,212)	-	-	733,250
	Exercise of share purchase warrants	108,500	364,404	(209,405)	-	-	154,999
	Share issue costs	-	(139,705)	-	-	-	(139,705)
Stock based compensation		-	-	501,028	-	-	501,028
Unrealized loss on investments		-	-	-	(502,225)	-	(502,225)
Investment write-down		-	-	-	622,225	-	622,225
Net loss		-	-	-	-	(16,165,394)	(16,165,394)
Balance, December 31, 2008		64,821,664	88,181,641	6,170,544	-	(53,235,472)	41,116,713
Stock based compensation		-	-	393,870	-	-	��     393,870
Unrealized loss on investment		-	-	-	(22,517)	-	(22,517)
Investment write down		-	-	-	7,770	-	7,770
Realized loss on sale of investments		-	-	-	14,747	-	14,747
Net loss		-	-	-	-	(1,247,161)	(1,247,161)
Balance, March 31, 2009		64,821,664	$       88,181,641	$         6,564,414	$                      -	$     (54,482,633)	$       40,263,422

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

6

MIDWAY GOLD CORP.

(An exploration stage company)  

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES

 (Expressed in Canadian dollars)  (unaudited)

		Three months ended March 31, 2009	Three months ended March 31, 2008	Cumulative period from inception (May 14, 1996) to March 31, 2009
Exploration costs incurred are summarized as follows:
Midway project
	Assays and analysis	$               21,386	$                       -	$                  328,455
	Communication	-	-	9,513
	Drilling	-	456,179	2,042,150
	Engineering and consulting	8,058	198,273	3,973,400
	Environmental	-	12,461	220,157
	Field office and supplies	7,796	25,408	208,441
	Legal	6,489	7,529	79,376
	Property maintenance and taxes	7,005	2,761	374,354
	Reclamation costs	1,691	422	29,457
	Reproduction and drafting	-	-	20,803
	Salaries and labour	27,997	87,766	517,322
	Travel, transportation and accommodation	6,980	27,505	379,406
		87,402	818,304	8,182,834
Spring Valley Joint Venture project
	Engineering and consulting	411	-	411
	Environmental	244	-	244
	Field office and supplies	21,938	-	21,938
	Management fee	6,745	-	6,745
	Property maintenance and taxes	3,736	-	3,736
	Reclamation costs	672	-	672
	Salaries and labour	93,652	-	93,652
	Travel, transportation and accommodation	18,035	-	18,035
		145,433	-	145,433
	Recovery from joint venture partner	(145,433)	-	(145,433)
		-	-	-
Spring Valley project
	Assays and analysis	-	93,949	3,329,900
	Communication	-	-	10,307
	Drilling	453	544,521	10,261,964
	Engineering and consulting	2,396	156,130	2,378,665
	Environmental	-	4,668	300,445
	Equipment rental	-	-	64,651
	Field office and supplies	1,534	34,200	547,353
	Legal	35,349	25,616	344,398
	Operator fee	-	-	108,339
	Property maintenance and taxes	41	473	451,138
	Reclamation costs	641	2,485	84,330
	Reproduction and drafting	-	-	29,724
	Salaries and labour	50,882	131,859	1,178,212
	Travel, transportation and accommodation	3,929	45,376	847,590
		95,225	1,039,277	19,937,016
	Sub-total balance carried forward	182,627	1,857,581	28,119,850

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

7

MIDWAY GOLD CORP.

(An exploration stage company)  

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES – CONTINUED

 (Expressed in Canadian dollars)  (unaudited)

		Three months ended March 31, 2009	Three months ended March 31, 2008	Cumulative period from inception (May 14, 1996) to March 31, 2009
	Sub-total balance brought forward	182,627	1,857,581	28,119,850
Pan project
	Assays and analysis	-	21,011	574,367
	Drilling	-	9,617	1,250,540
	Engineering and consulting	9,722	78,726	386,951
	Environmental	-	6,874	14,860
	Field office and supplies	1,501	7,484	72,009
	Legal	578	86	9,896
	Property maintenance and taxes	-	6,660	203,307
	Reclamation costs	-	-	67,563
	Reproduction and drafting	-	-	5,738
	Salaries and labour	53,189	70,535	726,008
	Travel, transportation and accommodation	-	3,173	136,463
		64,990	204,166	3,447,702
Burnt Canyon project
	Assays and analysis	-	8,639	21,921
	Engineering and consulting	-	15,789	23,765
	Field office and supplies	80	49	485
	Legal	614	286	2,828
	Property maintenance and taxes	-	8,535	20,786
	Salaries and labour	-	2,923	2,923
	Travel, transportation and accommodation	-	764	3,045
		694	36,985	75,753
Gold Rock project
	Assays and analysis	-	-	22,085
	Drilling	-	33,235	99,764
	Engineering and consulting	-	30,669	109,337
	Environmental	-	534	534
	Field office and supplies	80	3,054	16,211
	Legal	-	1,374	11,699
	Property maintenance and taxes	-	64,502	153,938
	Reclamation costs	395	-	395
	Reproduction and drafting	-	-	339
	Salaries and labour	-	3,310	36,817
	Travel, transportation and accommodation	-	4,202	19,206
		475	140,880	470,325
Golden Eagle project
	Assays and analysis	1,223	-	1,223
	Engineering and consulting	5,746	-	32,381
	Field office and supplies	271	-	531
	Legal	578	-	10,661
	Property maintenance and taxes	1,844	-	1,844
	Travel, transportation and accommodation	1,978	-	8,022
		11,640	-	54,662
	Sub-total balance carried forward	260,426	2,239,612	32,168,292

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

8

MIDWAY GOLD CORP.

(An exploration stage company)  

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES - CONTINUED

 (Expressed in Canadian dollars)  (unaudited)

		Three months ended March 31, 2009	Three months ended March 31, 2008	Cumulative period from inception (May 14, 1996) to March 31, 2009
	Sub-total balance brought forward	260,426	2,239,612	32,168,292
Thunder Mountain project
	Assays and analysis	-	-	14,568
	Drilling	-	35,396	77,956
	Engineering and consulting	-	-	705
	Environmental	-	108	��     1,717
	Property maintenance and taxes	-	-	12,472
	Reclamation costs	-	-	2,377
	Salaries and labour	-	-	2,047
	Travel, transportation and accommodation	-	55	55
		-	35,559	111,897
Maggie Creek project
	Environmental	-	-	197
	Field office and supplies	-	4,295	4,630
	Legal	-	-	461
	Property maintenance and taxes	-	8	14,275
		-	4,303	19,563
Afgan project (Roberts Gold project)
	Assays and analysis	-	12,808	20,255
	Communication	-	-	10,034
	Drilling	-	3,025	69,131
	Engineering and consulting	-	-	30,136
	Environmental	-	-	4,665
	Field office and supplies	-	244	3,893
	Legal	4,290	-	7,641
	Property maintenance and taxes	-	-	54,648
	Reclamation costs	539	3,795	4,871
	Salaries and labour	-	107	19,203
	Travel, transportation and accommodation	-	262	8,599
		4,829	20,241	233,076
Pioche/Mineral Mountain project
	Acquisition costs and option payments	-	-	40,340
	Assays and analysis	-	-	13,037
	Drilling	-	-	232,205
	Engineering and consulting	-	-	38,212
	Field office and supplies	-	-	16,236
	Property maintenance and taxes	-	-	49,750
	Reclamation costs	-	-	32,683
	Travel, transportation and accommodation	-	-	21,124
		-	-	443,587
	Sub-total balance carried forward	265,255	2,299,715	32,976,415

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

9

MIDWAY GOLD CORP.

(An exploration stage company)  

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES - CONTINUED

 (Expressed in Canadian dollars)  (unaudited)

		Three months ended March 31, 2009	Three months ended March 31, 2008	Cumulative period from inception (May 14, 1996) to March 31, 2009
	Sub-total balance brought forward	265,255	2,299,715	32,976,415
Black Prince project
	Communication	-	-	938
	Drilling	-	-	77,167
	Engineering and consulting	-	-	78,698
	Equipment rental	-	-	10,800
	Field office and supplies	-	-	3,397
	Geological and geophysical	-	-	63,481
	Legal and accounting	-	-	1,163
	Property maintenance and taxes	-	-	13,249
	Reproduction and drafting	-	-	1,179
	Travel, transportation and accommodation	-	-	7,255
	Recoveries	-	-	(40,000)
		-	-	217,327
Ruby Violet project
	Assays and analysis	-	-	20,499
	Communication	-	-	108,762
	Drilling	-	-	467,372
	Engineering and consulting	-	-	3,120,317
	Equipment rental	-	-	337,577
	Field office and supplies	-	-	277,119
	Foreign exchange gain	-	-	(38,134)
	Freight	-	-	234,956
	Interest on convertible loans	-	-	1,288,897
	Legal and accounting	-	-	453,269
	Marketing	-	-	91,917
	Mining costs	-	-	693,985
	Processing and laboratory supplies	-	-	941,335
	Property maintenance and taxes	-	-	298,752
	Security	-	-	350,584
	Travel, transportation and accommodation	-	-	392,031
	Utilities and water	-	-	59,425
		-	-	9,098,663
Property investigations
	Assays and analysis	45	5,610	160,814
	Drilling	-	-	169,129
	Engineering and consulting	-	5,460	210,183
	Environmental	-	5,132	22,761
	Field office and supplies	-	1,057	17,472
	Legal	-	3,119	10,952
	Property maintenance and taxes	-	-	123,230
	Reclamation costs	51	1,232	2,690
	Reproduction and drafting	-	-	4,942
	Salaries and labour	-	-	3,674
	Travel, transportation and accommodation	578	15,707	108,473
		674	37,317	834,320
		$             265,929	$          2,337,032	$             43,126,725

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

10

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

1.

Nature of operations:

Midway Gold Corp. (the “Company” or “Midway”) was incorporated on May 14, 1996 under the laws of the Province of British Columbia and its principal business activities are the acquisition, exploration and development of mineral properties.

The Company is in the process of exploring and developing its mineral properties and has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves in its mineral properties, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company’s interest in the underlying mineral claims and upon future profitable production from or proceeds from the disposition of its mineral properties.

Going concern uncertainty

These consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations.  The ability of the Company to continue as a going concern is uncertain and dependent upon obtaining the financing necessary to meet its financial commitments and to complete the development of its properties and/or realizing proceeds from the sale of one or more of the properties.  The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at March 31, 2009, the Company had cash of $1,476,540, working capital of $475,200, and has accumulated losses of $54,367,638since inception. 

Subsequent to March 31, 2009 and by May 8, 2009 all of the 12,500,000 share purchase warrants had been exercised for proceeds of $3,500,000 of which $2,870,000 has been received and $630,000 is in transit. By May 8, 2009 the Company had paid the $1 million promissory note together with interest of $24,101 accrued to the date of payment.  With this infusion of cash management anticipates that the Company now has sufficient funds to meet planned expenditures over the next twelve months.  

2.

Significant accounting policies and change in accounting policy:

These consolidated interim financial statements for the Company have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”).  They do not include all of the information and disclosures required by US GAAP for annual financial statements.  In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements.   The interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements including the notes thereto for the year ended December 31, 2008 which may be found on the Company’s profile on SEDAR and EDGAR.

The accounting policies followed by the Company are set out in note 2 to the audited consolidated financial statements for the year ended December 31, 2008 and have been consistently followed in the preparation of these consolidated interim financial statements, except as follows:

Recent United States Accounting Pronouncements:

In May 2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles,”(“SFAS 162”) which identifies the sources of accounting principles and the accounting framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”). SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with GAAP.”The Company does not expect the adoption of SFAS 162 to

11

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

have an impact on its consolidated financial statements.

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

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“FAS 141R”), which replaces FAS 141 and SFAS No. 160, “Non-controlling Interest in Consolidated Financial Statements”, an amendment of ARB No. 51 (“FAS 160”). FAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. FAS 141R and FAS 160 shall be applied prospectively on or after an entity& #146;s fiscal year that begins on or after December 15, 2008. FAS 141R and FAS 160 did not have a material impact on the Company’s consolidated financial statements.

3.

Fair Value Measurements:

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

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

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

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

12

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

Financial Instrument	Quoted prices in active markets for identical assets	Significant other observable inputs	Significant unobservable inputs	Total
	Level 1	Level 2	Level 3
Available-for-sale securities	$55,080	$36,000	$-	$91,080
Derivatives	80,000	-	-	80,000
Total	$135,080	$36,000	$-	$171,080

4.

Investments

	March 31, 2009
	Number of shares or warrants	Cost	Accumulated unrealized gains (losses)	Fair value
		($)	($)	($)
Available for sale - common shares (a)	859,000	386,550	(295,470)	91,080
Warrants (b)	1,000,000	100,000	(20,000)	80,000
Total investments		486,550	(315,470)	171,080
	December 31, 2008
	Number of shares or warrants	Cost	Accumulated unrealized gains (losses)	Fair value
		($)	($)	($)
Available for sale - common shares (a)	1,844,500	830,025	(583,350)	246,675
Warrants (b)	1,000,000	100,000	-	100,000
Total investments		930,025	(583,350)	346,675

(a)

As at March 31, 2009, all of the Rye Patch common shares are marked to market.

(b)

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

During the period ended March 31, 2009, the Company realized a loss of $14,747 on the sale of 985,500 common shares of Rye Patch for proceeds of $133,078.   The Company recognized in earnings an impairment on the common shares of $7,770 of Rye Patch for the difference in the fair value at March 31, 2009 and December 31, 2008.  The Company considers that the decline in market value of this investment meets the characteristics of an “other than

13

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

temporary impairment” and adjustments to fair value were recorded in earnings as investment write-down and re-classed from accumulated other comprehensive loss.  The Company recognized an unrealized loss on the warrants of $20,000 in the statement of operations

5.

Equipment:

	March 31, 2009			December 31, 2008
	Cost	Accumulated depreciation	Net book value	Cost	Accumulated depreciation	Net book value
Computer equipment	$   234,071	$         150,310	$      83,761	$   234,071	$         130,741	$    103,330
Office equipment	62,717	28,867	33,850	62,717	26,398	36,319
Field equipment	60,315	23,031	37,284	66,569	22,073	44,496
Trucks	78,489	57,612	20,877	89,389	55,209	34,180
	$   435,592	$         259,820	$    175,772	$   452,746	$         234,421	$    218,325

6.

Mineral properties:

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

Mineral property	December 31, 2008	Additions	Written off	March 31, 2009
Midway	$             6,711,786	$                          -	$                        -	$             6,711,786
Spring Valley	5,664,517	-	-	5,664,517
Pan	32,089,443	188,860	-	32,278,303
Afgan (Roberts Gold)	92,936	-	-	92,936
Gold Rock	263,745	159,087	-	422,832
Maggie Creek	-	-	-	-
Burnt Canyon	70,480	-	-	70,480
Maiden Gold	-	-	-	-
Golden Eagle	2,078,220	-	-	2,078,220
	$           46,971,127	$                347,947	$                        -	$           47,319,074

Spring Valley property, Nevada:

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

At March 31, 2009 the Company had an amounts receivable of $145,433 for recoverable salaries and expenses from Barrick for the Spring Valley project.  This balance was paid subsequent to March 31, 2009.

14

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

7.

Share capital:

(a)

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

(b)

Share issuances:

(i)

During 1996, the Company issued 420,000 common shares at $0.25 per share by way of a non-brokered private placement for proceeds of $98,722 net of issue costs.  In addition the Company issued 280,000 flow-through common shares at $0.25 per share by way of a non-brokered private placement for proceeds of $70,000.

(ii)

During 1997, the Company completed an initial public offering of 2,000,000 common shares at $0.35 per share for proceeds of $590,570, net of issue costs.  In connection with this offering, the Company’s agent received a selling commission of 10% or $0.035 per share and was issued 25,000 shares as a corporate finance fee.

(iii)

During 1997, the Company issued 1,000,000 units at $2.50 per unit by way of a private placement for proceeds of $2,253,793 net of issue costs.  Each unit consisted of one common share and one non-transferable share purchase to purchase one additional common share at $3.00 per share until February 14, 1998.  The proceeds of the financing of $2,500,000 were allocated $2,178,761 as to the common shares and $321,239 as to the warrants.   During 1998 100,000 of the warrants were exercised and 900,000 expired.  In connection with this private placement, the Company’s agent received a selling commission of 7.5% of the proceeds of the units sold or $0.1875 per unit and a corporate finance fee of $15,000.

(iv)

During 1997, the Company issued 750,000 common shares as performance shares for proceeds of $7,500 that were held in escrow in accordance with the rules of the regulatory authorities of British Columbia.  The shares were released 25% in each of 1998, 1999, 2000 and 2001.

(v)

During 1997, pursuant to an equity participation agreement to acquire an interest in Gemstone Mining Inc. (“Gemstone”), a Utah Corporation that by agreement the creditors of Gemstone were issued 1,000,000 units of the Company on conversion of a debt of $2,065,500 (US$1,500,000). Each unit consisted of one common share and one non-transferable share purchase to purchase one additional common share at US$2.00 per share that was immediately exercised for proceeds of $2,803,205 (US$2,000,000).  The first one-third tranche of a conditional finders’ fee was satisfied by the issue of 150,000 common shares in connection with the acquisition of Gemstone.

(vi)

During 1998, the Company issued 100,000 common shares pursuant to the exercise of share purchase warrants for proceeds of $300,000.

(vii)

During 1998, the Company issued 200,000 common shares in connection with the acquisition of Gemstone as well as the second tranche of finder’s fee in connection with that acquisition.  The Company’s option to acquire Gemstone expired on January 31, 1998 and the remaining one-third tranche were not issued.

(viii)

During 1999, the Company consolidated its issued share capital on a two old for one new basis and changed its name from Neary Resources Corporation to Red Emerald Resource Corp.

(ix)

During 2002, the Company issued 3,500,000 units at $0.25 per unit for proceeds of $875,000 by way of a short form offering document under the policies of the TSX Venture Exchange.  Each unit consists

15

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

of one common share and one common share purchase warrant that entitled the holder to purchase one additional common share at $0.25 per share until October 19, 2002.  The Company also issued 150,000 common shares as a finance fee in connection with this offering, and issued the agent 875,000 share purchase warrants exercisable at $0.25 per share until April 19, 2004.  During 2002 the Company issued 1,134,500 special warrants at $1.25 per special warrant for proceeds of $1,418,125.  Each Special Warrant automatically converted to a unit comprising one common share and one share purchase warrant that entitled the holder to purchase one additional common share at $1.55 per share until November 6, 2003.  The proceeds of the financing of $1,418,125 were allocated on a relative fair value basis as $1,171,286 to common shares and $246,839 as to the warrants.  During 2003 all of the warrants expired unexercised.  In connection with the offering the Company paid the agent a 10% commission totaling $113,450, issued the agent 40,000 common shares as a finance fee in connection with this offering, and issued the agent 170,175 share purchase warrant exercisable at $1.55 per share until July 5, 2003.

(x)

During 2002, the Company issued 4,028,000 common shares pursuant to the exercise of share purchase warrants for proceeds of $1,007,000.

(xi)

During 2002, the Company issued 32,000 common shares pursuant to the exercise of stock options for proceeds of $12,800.

(xii)

During 2002, the Company issued 31,250 common shares as additional consideration to a director who loaned the Company $780,000 bearing interest at 12% per annum.  The loan and interest was repaid prior to December 31, 2002.

(xiii)

During 2002, the Company acquired Rex Exploration Corp. (“Rex”) in exchange for 4,500,000 common shares of the Company.

(xiv)

During 2003, the Company issued 700,000 units at $1.20 per unit for proceeds of $840,000 by way of a non-brokered private placement.  Each unit consists of one common share and one share purchase warrant that entitled the holder to purchase one additional common share at $1.50  until May 25, 2004.  The proceeds of the financing of $840,000 were allocated $638,838 as to common shares and $201,162 as to the warrants.  During 2004 161,000 of the warrants were exercised and 539,000 expired.  Share issue expenses were $19,932.

(xv)

During 2003, the Company issued 294,500 common shares pursuant to the exercise of share purchase warrants for proceeds of $73,625.

(xvi)

In January 2004, the Company issued 400,000 units at $2.00 per unit for proceeds of $800,000 by way of a private placement.  Each unit consisted of one common share and one non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $2.35 per share for a six month period.  The proceeds of the financing of $800,000 were allocated on a relative fair value basis as $624,593 to common shares and $175,407 as to the warrants.  All of the warrants expired unexercised in 2004.  The Company issued 40,000 common shares as a finder’s fee for this private placement.

(xvii)

In August 2004, the Company issued 1,020,000 units at $0.75 per unit for proceeds of $765,000 by way of a private placement.  Each unit consisted of one common share and one non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $0.80 per share until August 25, 2005.  All of the warrants were subsequently exercised.  The Company issued 55,650 common shares as a finder’s fee for this private placement.

16

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

(xviii)

In December 2004, the Company issued 700,000 units at $0.85 per unit for proceeds of $595,000 by way of a private placement.  Each unit consisted of one common share and one non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $1.00 per share until December 20, 2005.  All of the warrants were subsequently exercised.  The Company issued 18,750 common shares as a finder’s fee for this private placement.

(xix)

In February 2005, the Company issued 2,500,000 units at $0.85 per unit for proceeds of $2,125,000 by way of a private placement. Each unit consisted of one common share and one non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $1.00 per share until February 16, 2006. The proceeds of the financing of $2,125,000 were allocated on a relative fair value basis as $1,598,457 to common shares and $526,543 as to warrants.  There were 23,000 warrants exercised in fiscal year 2005 and the balance exercised in fiscal year 2006. The Company issued 75,800 common shares for $64,430 and paid $69,700 in cash as a finder’s fee and incurred $26,709 in additional issue costs for this private placement.

(xx)

In July 2005, the Company issued 1,000,000 units at $1.15 per unit for proceeds of $1,150,000 by way of a private placement. Each unit consisted of one common share and one-half non-transferable share purchase warrant that entitled the holder to purchase one additional common share at $1.15 per share until July 27, 2006.  The proceeds of the financing of $1,150,000 were allocated on a relative fair value basis as $995,193 to common shares and $154,807 as to warrants.   All of the warrants were exercised in fiscal year 2006. The Company incurred $15,560 in issue costs.

(xxi)

In August 2005, the Company issued 500,000 units at $1.40 per unit for proceeds of $700,000 by way of a private placement. Each unit consisted of one common share and one-half nontransferable share purchase warrant that entitled the holder to purchase one additional common share at $1.45 per share until August 22, 2006. The proceeds of the financing of $700,000 were allocated on a relative fair value basis as $608,015 to common shares and $91,985 as to warrants.   All of the warrants were exercised in fiscal year 2006. The Company incurred $8,261 in issue costs.

(xxii)

In January 2006, the Company issued 40,000 common shares at a value of $88,000 pursuant to a purchase and sale agreement to purchase mining claims for the Spring Valley project.

(xxiii)

In May 2006, the Company issued 3,725,000 units at $1.80 per unit for proceeds of $6,705,000 by way of a private placement.  Each unit consisted of one common share and one-half nontransferable share purchase warrant.  Each whole warrant entitled the holder to purchase one additional common share at $2.70 per share until May 16, 2007. The proceeds of the financing of $6,705,000 were allocated on a relative fair value basis as $5,998,846 to common shares and $706,154 as to warrants.   The Company incurred $65,216 in issue costs.  By May 16, 2007 1,725,000 of the warrants were exercised and 137,500 expired unexercised.

(xxiv)

In November 2006, the Company issued 2,000,000 units at $2.50 per unit for proceeds of $5,000,000 by way of a private placement. Each unit consisted of one common share and one-half nontransferable share purchase warrant.  Each whole warrant entitles the holder to purchase one additional common share at $3.00 per share until November 10, 2007.  The proceeds of the financing of $2,000,000 were allocated on a relative fair value basis as $1,761,509 to common shares and $238,491 as to warrants.   The Company paid $88,750 in finders’ fees and incurred $94,546 in issue costs for this private placement.  By November 10, 2007 908,782 of the warrants were exercised and 91,218 expired unexercised.

(xxv)

On April 16, 2007, the Company issued 7,764,109 common shares at a value of $25,000,431, 308,000 stock options at a value of $608,020 and 870,323 share purchase warrants at a value of $1,420,054 in connection with the acquisition of Pan-Nevada Gold Corporation.  By December 31, 2007, 154,000 of

17

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

the stock options had been exercised and 761,823 share purchase warrants had been exercised.  By December 31, 2008 the remaining 108,500 share purchase warrants were exercised and 84,000 stock options had been exercised.  On October 11, 2008 the final 70,000 stock options expired not exercised.

(xxvi)

On August 24, 2007, the Company issued 2,000,000 common shares at $2.70 per common share for proceeds of $5,400,000 by way of a private placement.  The Company incurred $28,000 in share issue costs.

(xxvii)

On March 31, 2008, the Company issued 30,000 common shares at a value of $88,500 pursuant to a lease assignment of mining claims for the Gold Rock project. The Company incurred $1,489 in share issue costs.

(xxviii)

On June 12, 2008, the Company issued 1,421,500 common shares at $2.00 per common share for proceeds of $2,843,000 by way of a private placement.  The Company incurred $75,371 in share issue costs.

(xxix)

On August 1, 2008 the Company issued 600,000 common shares at US$2.50 per common share for proceeds of $1,537,950 (US$1,500,000) by way of a private placement with Kinross Gold USA Inc. (see note 5 (j)). The Company incurred $39,450 in share issue costs.

(xxx)

On November 12, 2008 the Company issued 12,500,000 units at $0.22 per unit for proceeds of $2,750,000 by way of a private placement. Each unit consisted of one common share and one share purchase warrant.  Each warrant entitles the holder to purchase one additional common share at $0.28 per share until May 12, 2009.  The proceeds of the financing of $2,750,000 were allocated on a relative fair value basis as $1,793,491 to common shares and $956,509as to warrants.   The Company incurred $23,395in issue costs for this private placement.  The Company agreed with Golden Predator that 50% of the proceeds of any warrants exercised pursuant to this private placement will be applied to the remaining $1,000,000 owed on the promissory note until it is paid (see note 8).

(xxxi)

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

(c)

Stock options:

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

18

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

Expiry date	Exercise price per share	Balance December 31, 2008	Granted	Exercised	Cancelled or expired	Balance March 31, 2009
September 14, 2009	$0.80	222,500	-	-	-	222,500
February 4, 2010	$0.85	80,000	-	-	-	80,000
June 24, 2010	$1.30	225,000	-	-	(75,000)	150,000
March 9, 2011	$2.00	75,000	-	-	-	75,000
March 22, 2011	$2.00	100,000	-	-	-	100,000
May 4, 2011	$2.00	30,000	-	-	-	30,000
June 11, 2011	$2.53	310,000	-	-	(75,000)	235,000
August 30, 2011	$2.63	40,000	-	-	-	40,000
November 30, 2011	$2.70	140,000	-	-	-	140,000
January 23, 2012	$3.00	25,000	-	-	-	25,000
March 7, 2012	$2.93	100,000	-	-	-	100,000
April 26, 2012	$3.20	100,000	-	-	(100,000)	-
July 31, 2012	$2.71	816,667	-	-	(166,667)	650,000
October 30, 2012	$3.36	100,000	-	-	-	100,000
November 16, 2012	$3.25	26,667	-	-	(26,667)	-
December 6, 2012	$3.32	15,000	-	-	-	15,000
April 13, 2014	$2.04	400,000	-	-	-	400,000
May 12, 2013	$2.00	50,000	-	-	-	50,000
May 23, 2013	$2.00	75,000	-	-	-	75,000
July 16, 2013	$2.00	163,333	-	-	(13,333)	150,000
January 8, 2014	$0.56	-	1,415,000	-	-	1,415,000
		3,094,167	1,415,000	-	(456,667)	4,052,500
Weighted average exercise price		$2.26	$0.56	$0.00	$2.57	$1.63

The intrinsic value of stock options outstanding at March 31, 2009 related to vested options was $nil.  Intrinsic value for vested stock options is calculated on the difference between the exercise prices of the underlying options and the quoted price of $0.56 for our common stock as of March 31, 2009.

At March 31, 2009 all but 1,293,333of the 4,052,500 stock options outstanding were exercisable.

The Company recorded stock-based compensation expense of $393,870 in the three months ended March 31, 2009 (March 31, 2008 - $142,005) for options vesting in that period of which $291,807 (March 31, 2008 - $65,467) was included in salaries and benefits in the statement of operations and $102,063 (March 31, 2008 - $76,538) was included in salaries and labour in the schedule of mineral exploration expenditures.  There is a balance of $254,695that will be recognized in fiscal 2009 and fiscal 2010 as the options vest.

The Company uses the simplified method to estimate the expected life of stock options because there is not enough historical share option exercise experience upon which to estimate expected terms with any greater degree of certainty.  The simplified method is the average of the vesting term and the contract life. The $0.33 fair value of each stock option grant in the three months ended March 31, 2009 was calculated using the Black-Scholes option pricing model with the following weighted average assumptions: expected life of 3 years; volatility of 93.74%; no dividend yield; and a risk free interest rate of 1.38%.

19

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

 (d)

Share purchase warrants:

The continuity of share purchase warrants is as follows:

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

8.

Promissory note:

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

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

Subsequent to March 31, 2009 and by May 8, 2009 the Company had paid Golden Predator the $1,000,000 principal of the Promissory Note together with interest of 24,101 accrued to the date of payment.

 9.

Related party transactions:

(a)

During the three-months ended March 31, 2009 $22,500 (2008 - $22,500) was paid for office facilities and administrative services to a company with an officer in common.

(b)

Recovery of office costs from a company managed by common directors and officers $nil (2008 - $2,188).

(c)

During the three-months ended March 31, 2008 the Company issued a director, at the time, 30,000 common shares pursuant to a mineral property agreement.

Included in accounts payable and accrued liabilities at March 31, 2009 is $7,770 (March 31, 2008 - $32,442) payable to the companies referred to in this note and other directors and officers.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

10.

Financial instruments:

In all material respects, the carrying amounts for the Company’s cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, accrued interest payable and promissory note approximate their fair values due to the short term nature of these instruments. Investments as at March 31, 2009 are recorded at fair value (note 4).

20

MIDWAY GOLD CORP.

(an exploration stage company)

Notes to Consolidated Interim Financial Statements

For the three month periods ended March 31, 2009 and 2008

(expressed in Canadian dollars) (Unaudited)

11.

Supplemental disclosure with respect to cash flows:

The significant non-cash transactions for the three months ended March 31, 2008 consisted of the issue of 30,000 common shares for an option payment for a mineral property in the amount of $88,500, the transfer of $289,336 for the fair value of stock options exercised from paid in additional capital to share capital.

12.

Subsequent events:

Subsequent to March 31, 2009, the Company:

a)

issued 10,250,000 common shares pursuant to the exercise of 10,250,000 common share purchase warrants for proceeds of $2,870,000 and received notice of exercise of 2,250,000 common shares purchase warrants with proceeds of $630,000 in transit (note 7);

b)

paid the $1,000,000 principal of the promissory note (note 8) together with interest accrued to the date of payment of 24,101.

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Item 2.  

Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report filed on Form 10-Q.  This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors and Uncertainties” and elsewhere in this report.

This discussion and analysis should be read in conjunction with the accompanying unaudited interim consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the unaudited interim consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Midway to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis Midway reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that Midway believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but Midway does not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies Midway believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments, are outlined below in “Critical Accounting Policies,” and have not changed significantly.

In addition, certain statements made in this report may constitute “forward-looking statements”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of Midway to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Except for historical information, the matters set forth herein, which are forward-looking statements, involve certain risks and uncertainties that could cause actual results to differ. Potential risks and uncertainties include, but are not limited to, unexpected changes in business and economic conditions;  significant increases or decreases in gold prices; changes in interest and currency exchange rates;  unanticipated grade changes; metallurgy, processing, access, availability of materials, equipment, supplies and water; determ ination of reserves; results of current and future exploration activities; results of pending and future feasibility studies; joint venture relationships; political or economic instability, either globally or in the countries in which we operate; local and community impacts and issues; timing of receipt of government approvals; accidents and labor disputes; environmental costs and risks; competitive factors, including competition for property acquisitions; and availability of external financing at reasonable rates or at all.  Forward- looking statements can be identified by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. Although Midway believes that the expectations reflected in the forward-looking statements are reaso nable, it cannot guarantee future results, levels of activity, performance or achievements.

Overview

Company Overview

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

Midway’s Canadian corporate office is in White Rock, B.C.

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

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

The map below shows the location of Midway’s properties located in Nevada, USA.  Activities on these properties in the first quarter ended March 31, 2009 and up to May 8, 2009, the date of this Quarterly Report filed on Form 10Q are described in further detail below.

Qualified Person

Don Harris, a Qualified Person, as that term is defined in NI 43-101 is the person responsible for review and verification of the technical information contained in this MD&A.

Highlights for the first quarter 2009:

·

Spring Valley Inferred Resource estimated updated to 87.75 million tons grading 0.021 ounce per ton gold containing 1,835,615 ounces of gold representing an 85% increase in estimated contained gold.

·

On March 10, 2009 the Company executed a definitive exploration, development and mine operating agreement with Barrick Gold Exploration Inc., a wholly owned subsidiary of Barrick Gold Corporation on the Spring Valley project.

·

Historic data at Golden Eagle has been compiled and analyzed in preparation to have an independent resource compliant with NI 43-101 prepared in the second quarter 2009.

23

·

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

A summary of operations for the three months ended March 31, 2009 and up to May 8, 2009 are:

Midway’s Nevada Properties

Humboldt Gold Trend

Spring Valley Property, Pershing County, Nevada

The Spring Valley project is located 20 miles northeast of Lovelock and approximately 3 miles north of the Coeur Rochester Open Pit Mine. Spring Valley is a diatreme/porphyry hosted gold system, and located on the Humboldt Gold Trend.  

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

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

Cautionary Note to U.S. Investors –In this Quarterly Report we use the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, 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.

The current resource estimate includes drill results from 450 holes up to December 31, 2008 at Spring Valley in the Pond, Sill, Porphyry, Valley Breccia, North Hill, West Diatreme, and Big Leap Zones.  Mineralized domains were established by interpretation of geological, structural and assay information on sections. Assays within the domains were composited into 10 foot intervals. Search distances and directions were established using spherical variograms on the composites within the domains. A capping threshold of 1.00 opt gold was utilized, and assays greater than 1.00 opt gold were set to 1.00 opt gold. 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 generate d using Surpac^®, a commercially available mine planning software package. Composited assays were used to estimate tons and gold grades within domains using an inverse distance cubed (ID3) estimation method. Resources reported are included within a Lerchs-Grossmann (L-G) optimization shell using a $715 per ounce gold price.  The L-G shell is an economic test that simulates a break even pit using current mining costs.  

The Company expended $94,315 on the Spring Valley project in the three months ended March 31, 2009 which includes $35,349 of legal costs incurred to finalize the agreement with Barrick and other matters related to the project.  As discussed below the Company expended and recovered an additional $145,433 on the Spring Valley Project from Barrick.

24

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

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

Exploration, Development and Mine Operating Agreement

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

Exploration Period

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

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

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

Joint Venture

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

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

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

25

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 Project or under the EDM Agreement.

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

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

At March 31, 2009 the Company had an amounts receivable of $145,433 for recoverable salaries and expenses from Barrick for the Spring Valley project.  This balance was paid subsequent to March 31, 2009.

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

Round Mountain Gold Trend

Midway Property, Nye County, Nevada

The Midway property is located in Nye County, Nevada, approximately 24 kilometers northeast of the town of Tonopah, 335 kilometers northwest of Las Vegas and 380 kilometers southeast of Reno. It is a high-grade epithermal quartz-gold vein system, on the Round Mountain – Goldfield gold trend. An underground decline is being permitted to bulk sample and test a group of high grade veins. Bulk sampling and metallurgical testing will help determine the true grade of the veins, provide a large sample for metallurgical testing and a drill platform to delineate reserves, and move the project toward production.

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

Activity in the three months ended March 31, 2009 at a cost of $87,220 was focused on negotiation of a water usage agreement with the town of Tonopah.Once the water agreement is in place then the Company can finalize the Plan of Operation and submit it to the BLM.  

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

26

Golden Eagle Project, Ferry County, Washington

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.

In 2008, Midway acquired 100% of the Golden Eagle project and began compiling and reviewing the historic database of 847 drill holes containing 165,775 feet of mostly core drilling (74%), to create a modern gold model. In 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 will primarily be conducted by Midway staff and funded from working capital and will be 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. Staff has completed compiling and reviewing the historic data base  and has created a modern three dimensional gold model in Surpac.   In the three months ended March 31, 2009 the Company incurred $11,640 of costs related to these activities.

Pending additional financing from the exercise of share purchase warrants or an equity private placement in 2009 and the internal review of the project by staff the next step would be to commission an independent NI 43-101 compliant updated mineral resource estimate an expected cost of up to US$125,000.  

27

Results of operations for the three months ended March 31, 2009 compared to the three months ended March 31, 2008

The net loss for the three months ended March 31, 2009 was $1,247,161 (2008 – $2,984,090).  The decrease in net loss was due primarily to decreased exploration expenses on the Company’s Nevada projects and an overall decrease in most categories of expenses.

Significant differences in costs between the periods are as follows:

Exploration expenses in the three months ended March 31, 2009 was $265,929 (2008 – $2,337,032).  The details of the expenses in each period may be found in the schedule to the unaudited consolidated interim financial statements.  Exploration levels are determined by the success of previous exploration programs on each project and cash available to fund additional programs.  Exploration salaries and labor include the non-cash estimated fair value of stock based compensation for stock options granted to technical employees in the period of $102,063 (2008 - $76,538).  

Investor relations and travel costs combined were $54,024for the three months ended March 31, 2009 (2008 - $88,119).  Management participated in only one investor show in North America in the current first quarter.  Midway has focussed its investor relations efforts on increasing the market’s awareness of Midway by travelling to meet potential investors and attendance at selected industry investor shows.  

Professional fees paid to lawyers and auditors decreased in the quarter ended March 31, 2009 as the Company’s activities have been focussed on its existing projects.  

Director’s fees and salaries and benefits of $487,770 (2008 - $289,260) are payments to the Company’s non-management directors and Midway’s staff based in Helena, Montana.   In the three months ended March 31, 2009 directors fees paid or accrued were $7,284 (2008 - $31,442).  Salaries and benefits paid in the three months ended March 31, 2009 were $188,679 (2008 - $192,351).  However in US dollar terms the salaries paid in the three months ended March 31, 2009 were $151,513 compared to US$191,569 in the three months ended March 31, 2008.  The category also includes the estimated fair value of stock based compensation for stock options granted and vested to employees, directors and officers in the period of $291,807 (2008 - $65,467).

Interest income has declined with the Company’s lower cash balances and the reduction in interest rates.  The income tax recovery of $4,000 (2008 - $105,000) and an unrealized foreign exchange loss of $285,424 (2008 – $289,455) included in the foreign exchange loss of $245,624 (2008 – $264,018) relate to the US dollar denominated future income tax liability recorded upon the acquisition of Pan-Nevada.

Summary of Quarterly Results (Unaudited)

	Mar 2009	Dec 2008	Sept 2008	June 2008	March 2008	Dec 2007		Sept 2007		June 2007
$(000’s) except per share amounts
Revenue from the sale of minerals	Nil	Nil	Nil	Nil	Nil		Nil		Nil		Nil
Net loss	1,247	5,238	3,682	4,261	2,984		2,330		3,547		3,404
Net loss per share, basic and diluted	0.02	0.11	0.06	0.08	0.06		0.05		0.08		0.08

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Notes and Factors Affecting Comparability of Quarters:

(1)

The Company is a mineral exploration company at the development stage and has no operating revenues.   Exploration costs fluctuate between periods depending on results of each successive phase on each project and the Company’s ability to fund exploration.

(2)

Stock based compensation costs are a non-cash expense and represent an estimate of the fair value of stock options granted.  These expenses are often the largest item included in the Statement of Operations and they represent a significant source of variation in loss from quarter to quarter.  Stock based compensation is allocated between salaries and benefits and mineral exploration expenditures.

(3)

Costs for the June 30 quarter tend to be higher due to printing and mailing of shareholder material for the Company’s annual general meeting and costs of conducting this meeting.

(4)

Costs for the December 31 quarter also tend to be higher due to accruals for the annual audit.  

(5)

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

Liquidity and Capital Resources

The Company began the 2009 year with cash and cash equivalents of $2,416,438.  During the three months ended March 31, 2009, the Company expended $754,017on operations and invested a total of $185,881in mineral property and equipment to end at March 31, 2009 with cash and cash equivalents of $1,476,540.

These consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations.  The ability of the Company to continue as a going concern is uncertain and dependent upon obtaining the financing necessary to meet its financial commitments and to complete the development of its properties and/or realizing proceeds from the sale of one or more of the properties.  The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at March 31, 2009, the Company had cash of $1,476,540, working capital of $475,200 and has accumulated losses of $54,367,638since inception. 

Subsequent to March 31, 2009 and by May 8, 2009 all of the 12,500,000 share purchase warrants had been exercised for proceeds of $3,500,000 of which $2,870,000 has been received and $630,000 is in transit. By May 8, 2009 the Company had paid the $1 million promissory note together with interest of $24,101 accrued to the date of payment.  With this infusion of cash management anticipates that the Company now has sufficient funds to meet planned expenditures over the next twelve months.  

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

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

As of May 8, 2009, there are 4,052,500stock 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.  

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Midway may raise capital in 2009 to fund any expanded and future exploration and development.

Contractual Obligations

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

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

Off-balance sheet arrangements

There are no off balance sheet arrangements.

Inflation

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

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 March 31, 2009, we have accrued US$93,494 ($117,924) related to reclamation and other closure requirements at our properties unchanged from the estimate made at from December 31, 2008. These liabilities are covered by a combination of surety bonds and restricted cash totaling $497,381 at March 31, 2009 (December 31, 2008 - $517,711). We have accrued as a current liability what management believes is the present value of our best

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estimate of the liabilities as of March 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 and Pan 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 al ways 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 May 2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles,”(“SFAS 162”) which identifies the sources of accounting principles and the accounting framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”). SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with GAAP.”The Company does not expect the adoption of SFAS 162 to have an impact on its consolidated financial statements.

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

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“FAS 141R”), which replaces FAS 141 and SFAS No. 160, “Non-controlling Interest in Consolidated Financial Statements”, an amendment of ARB No. 51 (“FAS 160”). FAS 141R establishes principles and requirements for how an acquirer in

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

Related Party Transactions

The Company had the following related party transactions for the three months ended March 31, 2009 and 2008 respectively.

		March 31, 2009		March 31, 2008
Consulting services paid to a company owned by an officer of the Company	$	22,500	$	22,500
Recovery of office costs from a company managed by common directors and officers		nil		(2,188)
Shares issued to a director pursuant to the Gold Rock property agreement – 30,000 common shares		nil		88,500

These transactions are in the normal course of business and are measured at the exchange amount which is the consideration established and agreed to by the related parties.

Item 3.  

Quantitative and Qualitative Disclosures about Market Risk.

Other than a promissory note disclosed in the notes to the consolidated financial statements of which was paid in full subsequent to March 31, 2009, we have no other 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 4.  

Controls and Procedures.

Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q for the three months ended March 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

32

the end of the period covered by this report, the Company's disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

During the period covered by this Quarterly Report on Form 10-Q, the Company made changes to its internal control over financial reporting.  The Company segregated the duties over transaction processes in the Company’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.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

Neither we nor any of our properties is currently subject to any material legal proceedings or other regulatory proceedings.

Item 1A.

Risk Factors.  

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

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

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·

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.

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

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

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds.

Since the beginning of the period covered by this report, we previously reported all issuances of unregistered equity securities on current reports filed on Form 8-K.

Item 3.

Default Upon Senior Securities.

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

Item 5.

Other information.  

None.

Item 6.  

Exhibits.

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

Exhibit Number	Description
3.1	Notice of Articles, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.
3.2	Articles, previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.
10.24	Exploration, Development and Mine Operating Agreement with Barrick Gold dated effective March 10, 2009, previously filed with the Securities and Exchange Commission on March 16, 2009 and incorporated herein by reference.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-15(f) of the Exchange Act
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-15(f) of the Exchange Act

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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

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SIGNATURES

Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MIDWAY GOLD CORP.
May 11, 2009	By:  /s/ Alan D. Branham        Alan D. Branham        President, Chief Executive Officer and Director      (Principal Executive Officer)
May 11, 2009	By:  /s/ Doris A. Meyer        Doris Meyer        Chief Financial Officer and Corporate Secretary        (Principal Financial and Accounting Officer)

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 Exhibit 31.1

Certifications

I, Alan D. Branham, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of Midway Gold Corp.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15 (f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 11, 2009

/s/ Alan D. Branham

Alan D. Branham       

President, Chief Executive Officer and Director     

(Principal Executive Officer)

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Exhibit 31.2

Certifications

I, Doris Meyer, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of Midway Gold Corp.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15 (f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 11, 2009

/s/ Doris A. Meyer

Doris Meyer       

Chief Financial Officer and Corporate Secretary      

(Principal Financial and Accounting Officer)

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            Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Midway Gold Corp. (the “Company”) does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2009 (the “Report”) that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 11, 2009

/s/ Alan D. Branham

Alan D. Branham       

President, Chief Executive Officer and Director     

(Principal Executive Officer)

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.          

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Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Midway Gold Corp. (the “Company”) does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2009 (the “Report”) that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 11, 2009

/s/ Doris Meyer

Doris Meyer       

Chief Financial Officer and Corporate Secretary      

(Principal Financial and Accounting Officer)

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

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