Midway Gold FWP Free writing prospectus

FREE WRITING PROSPECTUS

Filed Pursuant to Rule 433

Supplementing the Prospectus dated May 6, 2010

Registration Statement No. 333-165842

Dated May 28, 2010

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free from the SEC Web site at www.sec.gov. Alternatively, the issuer, the agent or any dealer participating in the offering will arrange to send you the prospectus if you request it from Haywood Securities Inc. by telephone at 604-697-7126.

A copy of this preliminary prospectus supplement has been filed with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus supplement may not be complete and may be amended.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated May 4, 2010 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein and  therein, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this prospectus supplement from documents filed with the securities commissions or similar regulatory authorities in Canada.Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary, Unit 1 - 15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6, telephone (604) 536-2711, and are also available electronically at www.sedar.com.

PRELIMINARY PROSPECTUS SUPPLEMENT

To a Short Form Base Shelf Prospectus dated May 4, 2010

New Issue May 28, 2010

MIDWAY GOLD CORP.

CDN $0.60

up to 10,000,000 Units

Midway Gold Corp. ("Midway" or the "Company") is hereby qualifying for distribution up to 10,000,000 units (the "Units") at a price of $0.60per Unit.  Each Unit consists of one common share of the Company (an "Offered Share") and one half of one common share purchase warrant. Each whole common share purchase warrant (a "Warrant") will entitle the holder to purchase one common share of the Company (a "Warrant Share") at a price of $0.80 per Warrant Share at any time following the closing of this offering until 5:00 p.m. (Vancouver time) on the date that is 24 months after the closing of this offering.

The outstanding common shares of the Company (the "Common Shares") are listed and posted for trading on the TSX Venture Exchange (the "TSX.V") and NYSE Amex ("Amex") under the symbol "MDW", and on the Frankfurt Stock Exchange under the symbol "LXQ".  The Warrants are non-transferrable. There is no market through which the Warrants may be sold and purchasers will not be able to resell Warrants purchased under this prospectus supplement (the "Prospectus Supplement").  On May 27, 2010, the closing sale price of the Common Shares on the TSX.V and Amex was $0.67 and US$0.65 per share, respectively.  The offering price of the Units and the exercise price of the Warrants were determined by negotiation between Haywood Securities Inc. (the "Agent") and the Company.

Investing in the Units involves significant risks.  You should carefully read the "Risk Factors" section beginning in the accompanying short form base shelf prospectus dated May 4, 2010 (the "Prospectus") beginning on page 3, and in the documents incorporated by reference therein and herein.

Price: CDN $0.60 Per Unit

	Price to Public	Agent's Fee (1)	Net Proceeds to the Company (2)
Per Unit(3)	$0.60	$0.042	$0.558
Total(4)	$6,000,000	$420,000	$5,580,000

(1) The Company has agreed to pay to the Agent a commission of 7% of the aggregate gross proceeds, or $0.042per Unit (the "Agent's Fee"), excluding proceeds from Units sold to purchasers introduced by the Company directly (the "President's List Investors"). As additional compensation, the Company has agreed to grant to the Agent up to 700,000 non-transferable common share purchase warrants with an exercise price of $0.80, exercisable for a period of 24 months after the closing of the offering (the "Agent's Warrants").  The Agent's Warrants will entitle the Agent to purchase that number of Warrant Shares which is equal to 7% of the number of Units sold under this offering, excluding the number of Units purchased by President's List Investors, in respect of which Agent's Warrants to purchase that number of Warrant Shares which is equal to 2% of the number of Units sold to such investors will be granted. See "Plan of Distribution".  No commission will be payable by the Company to the Agent in connection with the distribution of Warrant Shares upon the exercise of the Warrants or the Agent's Warrants. This Prospectus Supplement also qualifies the distribution of the Agent's Warrants and the Warrant Shares issuable upon exercise thereof.

(2) After deducting the Agent's Fee, but before deducting the expenses of the offering, which are estimated at $100,000. Excludes proceeds from the exercise of Warrants and Agent's Warrants.

(3) From the price per Unit, the Company will allocate $l to each Offered Share and $l to each one-half of one Warrant comprising the Units.

(4) Assuming the offering is fully subscribed and that no Units are sold to President's List Investors.

Agent's Position	Maximum Size	Exercise Period	Exercise Price
Agent's Warrants	Up to 700,000 Agent's Warrants	Exercisable at the sole discretion of the Agent at any time up to 24 months after closing	$0.80 per Common Share

The Units are being offered by the Agent on a best efforts basis in accordance with the terms of the Agency Agreement referred to under "Plan of Distribution" and subject to the passing upon of certain legal matters on behalf of the Company by Stikeman Elliott LLP, with respect to Canadian legal matters, and by Dorsey & Whitney LLP, with respect to U.S. legal matters, and on behalf of the Agent by Blake, Cassels & Graydon LLP, with respect to Canadian legal matters.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that definitive certificates representing the Offered Shares and the Warrants will be available for delivery at closing, which is expected to occur on or about June 18, 2010, or such other date as may be agreed upon. Definitive certificates for the Warrant Shares will be available for delivery upon exercise of the Warrants.

Investors should be aware that the acquisition of the Units described herein may have tax consequences.  This Prospectus Supplement and the accompanying Prospectus maynot describe fully all of the tax consequences that are relevant to you, given your particular circumstances.  You should read the tax discussion contained in this Prospectus Supplement and consult your own tax advisor with respect to your own particular circumstances.

The financial information of the Company contained in the documents incorporated by reference herein is presented in Canadian dollars.  References in this Prospectus Supplement to "$" are to Canadian dollars. United States dollars are indicated by the symbol "US$".

The Company’s head and registered office is located at Unit 1 - 15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6.

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TABLE OF CONTENTS

Prospectus Supplement

Description	Page No.
IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT	S-2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-2
FINANCIAL INFORMATION AND CURRENCY	S-3
THE COMPANY	S-3
RISK FACTORS	S-3
USE OF PROCEEDS	S-3
PLAN OF DISTRIBUTION	S-4
DESCRIPTION OF THE SECURITIES DISTRIBUTED	S-6
CONSOLIDATED CAPITALIZATION	S-7
PRIOR SALES	S-7
PRICE RANGE AND TRADING VOLUMES	S-7
LEGAL MATTERS	S-8
DOCUMENTS INCORPORATED BY REFERENCE	S-8
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	S-9
INTEREST OF EXPERTS	S-12
ELIGIBILITY FOR INVESTMENT	S-12
AUDITORS' CONSENT	C-1
CERTIFICATE OF THE AGENT	C-2
Propectus
THE CORPORATION	1
RISK FACTORS	3
DOCUMENTS INCORPORATED BY REFERENCE	11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	12
FINANCIAL INFORMATION AND CURRENCY	13
RECENT DEVELOPMENTS	14
USE OF PROCEEDS	14
CONSOLIDATED CAPITALIZATION	14
DESCRIPTION OF SHARE CAPITAL	14
DESCRIPTION OF WARRANTS	15
DESCRIPTION OF UNITS	16
PRIOR SALES	18
PLAN OF DISTRIBUTION	18
INTEREST OF EXPERTS	19
TRANSFER AGENT AND REGISTRAR	20
LEGAL MATTERS	20
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	20
CONSENT OF AUDITOR	C-1
CERTIFICATE OF THE COMPANY	C-2

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IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Units being offered and also adds to and updates information contained in the accompanying Prospectus.  The second part, the Prospectus, gives more general information, some of which may not apply to the Units being offered under this Prospectus Supplement.

You should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Prospectus.  If the description of the Units, or the Offered Shares and Warrants comprising the Units, varies between this Prospectus Supplement and the Prospectus, you should rely on the information in this Prospectus Supplement.  The Company has not authorized anyone to provide investors with different or additional information.   The Company is not making an offer of the Units in any jurisdiction where the offer is not permitted by law.  If anyone provides you with any different or inconsistent information, you should not rely on it.  You should not assume that the information contained in or incorporated by reference in this Prospectus Supplement is accurate as of any date other than the date on the front of this Prospectus Supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein contain "forward-looking statements" within the meaning of applicable Canadian securities legislation.  Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future.  These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.  These statements include, but are not limited to, comments regarding:

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

§ the establishment and estimates of mineral reserves and resources;

§ the grade of mineral reserves and resources;

§ anticipated expenditures and costs in our operations;

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

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

§ anticipated closure costs;

§ expected future financing and its anticipated outcome;

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

§ estimates of environmental liabilities;

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

§ factors expected to impact our results of operations; and

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

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

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

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

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

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

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

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

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

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

§ risks related to differences in U.S. and Canadian practices for reporting reserves and resources;

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

§ uncertainty and risks related to encountering archaeological issues and claims in relation to our properties;

§ uncertainty and risks related to fluctuations in gold, silver and other metal prices;

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§ risks related to our lack of insurance for certain high-risk activities;

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

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

§ risks related to environmental regulations;

§ risks related to land reclamation requirements on our properties;

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

§ risks related to competition in the mining industry;

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

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

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

§ uncertainty and risks related to currency fluctuations;

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

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

§ risks related to our securities.

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

We qualify all the forward-looking statements contained in this Prospectus Supplement by the foregoing cautionary statements.

FINANCIAL INFORMATION AND CURRENCY

The financial information of the Company contained in the documents incorporated by reference in this Prospectus Supplement and in the Prospectus is presented in accordance with generally accepted accounting principles ("GAAP") in the United States. There are no material differences between Canadian and U.S. GAAP which affect the Company.  The financial information of the Company contained in the documents incorporated by reference is presented in Canadian dollars.

References in this Prospectus Supplement to "$" are to Canadian dollars. United States dollars are indicated by the symbol "US$".  On May 27, 2010, the closing exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = $0.9524.

THE COMPANY

Midway is an exploration stage company engaged in the acquisition, exploration, and, if warranted, development of gold and silver mineral properties in North America.  Midway is focused on exploring and developing high-grade, quality precious metal resources in stable mining areas.  Midway's principal properties are the Spring Valley, Midway and Pan gold and silver mineral properties located in Nevada and the Golden Eagle gold mineral property located in the Washington. Midway holds certain other mineral exploration properties located in Nevada.  Prospective purchasers of Units should read the description of the Company and its business under the heading "The Corporation" in the Prospectus.

RISK FACTORS

An investment in the Units is speculative and involves a high degree of risk due to the nature of the Company's business. In addition to other information contained in this Prospectus Supplement and the accompanying Prospectus, and in the documents incorporated by reference herein and therein, prospective purchasers of Units should read the discussion of certain risks affecting the Company in connection with its business that is provided under the heading "Risk Factors" in the Prospectus.

USE OF PROCEEDS

The Company expects to use the proceeds of the offering to advance its projects, to fund its general and administrative costs (including property maintenance fees) and for general working capital purposes.

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The majority of the property expenditures (approximately $3.25 million) are expected to be focussed on advancing the Company's Pan Project, including a scoping study, development drilling, initiation of an environmental impact study, including metallurgical, testing, waste rock characterization, water rights and baseline studies.  Drilling is expected to be conducted to support metallurgical testing, environmental baseline, geotechnical work and exploration/expansion of the resource.  Work on the Golden Eagle project is expected to be focussed on a review of existing metallurgy work conducted and refining current geological model using existing information.  This work, including supporting drilling for metallurgical samples, is expected to involve expenditures of approximately $325,000.  The Company intends to conduct surface sampling and mapping to identify exploration targets on its Gold Rock project, including a 10,000 foot drill program involving expenditures of approximately $260,000.  Finally, the Company intends to conduct a 10 hole exploration drill program at its Burnt Canyon, Nevada project at a cost of approximately $155,000.

Approximately $1 million of the proceeds of the offering will be used to fund the Company's general and administrative costs to be incurred in the following year.

The remainder of the proceeds of the offering will be used for general working capital purposes.

The actual amount that the Company spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above, and will depend on a number of factors, including those described in the "Risk Factors" section of the Prospectus.

Although the Company intends to use the net proceeds from this offering for the purposes set forth above, we reserve the right to use such net proceeds for other purposes to the extent that circumstances, including unforeseen events, the outcome of further studiesand other sound business reasons, make such use necessary or prudent.

PLAN OF DISTRIBUTION

Pursuant to an agency agreement dated l, 2010 between Midway and the Agent (the "Agency Agreement"), the Agent has agreed to act as agent in connection with the sale of up to 10,000,000 Units, subject to the terms and conditions stated in the Agency Agreement.  The Agent is not purchasing any Units under this Prospectus Supplement, nor is the Agent required to arrange for the purchase or sale of any specific number or dollar amount of the Units, but it has agreed to use its best efforts to arrange for the sale of all of the Units in this offering.  There is no requirement that any minimum number of Units or dollar amount of Units be sold in this offering and there can be no assurance that we will sell all of the Units being offered.

The Agency Agreement provides that the obligations of the Agent are subject to certain conditions precedent including, among other things, approval of legal matters by its counsel and certain conditions contained in the Agency Agreement, such as receipt by the Agent of officers’ certificates and legal opinions.  While the Agent has agreed to use its best efforts to sell the Units offered hereby, it is not obligated to purchase any Units that are not sold.  The obligations of the Agent under the Agency Agreement may be terminated at any time prior to the closing of this offering upon the occurrence of certain events stated in the Agency Agreement, including the Agent's assessment of the state of the financial markets.

Confirmations and a final Prospectus Supplement will be distributed to all investors who agree to purchase the Units in this offering, informing investors of the closing date. We currently anticipate that closing of the sale of the Units we are offering will take place on or about June 18, 2010.  Investors will also be informed of the date and manner in which they must transmit the purchase price for their Units.

This offering is being made in the provinces of British Columbia, Alberta and Ontario pursuant to this Prospectus Supplement and the Company’s effective registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission on April 1, 2010.  Pursuant to General Instruction I.B.6. of Form S-3, we are permitted to utilize the registration statement of which this prospectus supplement and the accompanying base prospectus form a part to sell a maximum amount of securities equal to one-third of the aggregate market value of our outstanding voting and non-voting common equity held by our non-affiliates in any 12-month period.

We have agreed to pay the Agent an aggregate fee equal to 7% of the gross proceeds from the sale of the Units in this offering, or $0.042per Unit, excluding proceeds from Units sold to President's List Investors.  The Company will also grant non-transferable Agent's Warrants to the Agent entitling the Agent to purchase that number of Warrant Shares equal to 7%of the number of Units sold pursuant to this offering, excluding the number of Units sold to President's List Investors.  The Agent will be granted Agent's Warrants to purchase that number of Warrant Shares equal to 2% of the number of Units sold to President's List Investors.  The Agent's Warrants are exercisable for a period of 24 months after the closing of the offering at a price of $0.80.  This Prospectus Supplement also qualifies the distribution of the Agent's Warrants and the Warrant Shares issuable upon exercise thereof.  No commission will be payable by the Company to the Agent in connection with the distribution of Warrant Shares upon the exercise of the Warrants or the Agent's Warrants.

S-4

Agent's fee per Unit (excluding Agent's Warrants)	$	0.042
Total Agent's fees (excluding Agent's Warrants and assuming that there are no President's List Investors)	$	420,000

We have also agreed to reimburse the Agent for the reasonable fees and expenses incurred by it in connection with this offering subject to certain limitations.

The estimated offering expenses payable by us, in addition to the aggregate fees of up to $420,000due to the Agent and the fees of the Agent's legal counsel up to a maximum of $30,000, are approximately $70,000, which includes legal and filing fees, printing costs, various other fees associated with qualifying the securities for sale in British Columbia, Alberta and Ontario, registering the securities in the United States, and listing the Offered Shares and Warrant Shares on the TSX.V and Amex. After deducting certain fees due to the Agent and our estimated offering expenses, we expect the net proceeds from this offering to be approximately $5,480,000, if the maximum number of Units are sold (excluding proceeds we may receive upon exercise of the Warrants and Agent's Warrants and assuming that no Units are sold to President's List Investors). Because there is no minimum offering amount required as a condition to closing in this offering, the actual total offering fees and net proceeds are not presently determinable and may be substantially less than the maximum amounts set forth above.

We have agreed to indemnify the Agent against certain liabilities, including liabilities under the United States Securities Act of 1933, as amended, relating to or arising out of the Agent's activities in connection with this offering.

We have also agreed with the Agent that, except for Common Shares issued upon the exchange, exercise or conversion of securities of the Company outstanding on the date hereof, and subject to certain exceptions, including the issuance by the Company of shares representing up to 10% of the outstanding common stock as of the date of the Agency Agreement in connection with the acquisition of any business, property or asset that is consistent with the Company's business as presently conducted and as described in this Prospectus Supplement, the Prospectus and documents incorporated by reference herein and therein, the Company shall not issue, or agree to issue, any Common Shares or any securities exchangeable for, or convertible into, Common Shares during the 60 day period immediately following the closing of this offering without the consent of the Agent.

The purchase price per Unit and the exercise price for the Warrants and Agent's Warrants were determined based on negotiations with the Agent.

Pursuant to policy statements of certain Canadian securities regulators, the Agent may not, throughout the period of distribution, bid for or purchase Common Shares.  The foregoing restriction is subject to certain exceptions for bids or purchases made through the facilities of the TSX.V, in accordance with the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada, including, (a) market stabilization or market balancing activities on the TSX.V where the bid for or purchase of securities is for the purpose of maintaining a fair and orderly market in the securities, subject to price limitations applicable to such bids or purchases, (b) a bid or purchase on behalf of a client, other than certain prescribed clients, provided that the client’s order was not solicited by the Agent, or if the client’s order was solicited, the solicitation occurred before the commencement of a prescribed restricted period, and (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period.

Until the distribution of the Units is completed, SEC rules may limit the Agent from bidding for and purchasing Common Shares and Warrants.  However, the Agent may engage in transactions that stabilize the price of the Common Shares, such as bids or purchases to peg, fix or maintain that price.

If the Agent creates a short position in the Common Shares in connection with this offering, the Agent may reduce that short position by purchasing Common Shares in the open market.  Purchases of Common Shares to stabilize the price may cause the price of the Common Shares to be higher than it might be in the absence of such purchases.

Neither the Company nor the Agent make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Common Shares or Warrants.  In addition, neither the Company nor the Agent make any representation that the Agent will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

The Warrants are non-transferrableand will not be listed for trading on any national or foreign securities exchange.

S-5

DESCRIPTION OF THE SECURITIES DISTRIBUTED

This offering consists of up to 10,000,000 Units, each Unit consisting of one Offered Share and one half of one Warrant. Each whole Warrant will entitle the holder to purchase one Warrant Share at a price of $0.80 per share at any time following the closing of this offering until 5:00 p.m. (Vancouver time) on the date that is 24 months after the closing of this offering.

Offered Shares and Warrant Shares

The Offered Shares and the Warrant Shares (including the Warrant Shares issuable upon exercise of the Agent’s Warrants) will have all of the characteristics, rights and restrictions of the Common Shares.  Midway is authorized to issue an unlimited number of Common Shares, without par value, of which 78,688,330 are issued and outstanding as at the date of this Prospectus Supplement.  There are options outstanding to purchase up to 4,921,667 Common Shares at prices ranging from $0.56 to $3.36.  There are warrants outstanding to purchase up to 1,333,333 Common Shares at $0.70 if exercised on or before October 9, 2010; $0.80 if exercised after October 9, 2010 but on or before April 9, 2011; and $0.90 if exercised after April 9, 2011 but on or before the expiry date of October 9, 2011.  Holders of Common Shares are entitled to one vote per Common Share at all meetings of shareholders, to receive dividends as and when declared by the board of directors of the Company and to receive a pro rata share of the assets of the Company available for distribution to the shareholders in the event of the liquidation, dissolution or winding-up of the Company.  There are no pre-emptive, conversion or redemption rights attached to the Common Shares.

Warrants

The Warrants will be issued under and be governed by the terms of an indenture dated as of the date hereof (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada (the "Warrant Agent"), which will be filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com. The Company has appointed the principal transfer offices of the Warrant Agent in Vancouver, British Columbia and Toronto, Ontario as the locations at which Warrants may be surrendered for exercise.  The following summary of certain provisions of the Warrant Indenture does not purport to be complete and is qualified in its entirety by reference to the provisions of the Warrant Indenture.

Each Warrant will entitle the holder to purchase one Warrant Share at a price of $0.80. The exercise price and the number of Warrant Shares issuable upon exercise are both subject to adjustment in certain circumstances as more fully described below.  Warrants will be exercisable at any time prior to 5:00 p.m. (Vancouver time) on the date which is 24 months after the closing of the offering, after which time the Warrants will expire and become null and void. The exercise price for the Warrants is payable in Canadian dollars.

The Warrant Indenture provides for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including: (i) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than a "dividend paid in the ordinary course", as defined in the Warrant Indenture);  (ii) the subdivision, redivision or change of the Common Shares into a greater number of shares; (iii) the reduction, combination or consolidation of the Common Shares into a lesser number of shares; (iv) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the "current market price", as defined in the Warrant Indenture, for the Common Shares on such record date; and (v) the issuance or distribution to all or substantially all of the holders of the Common Shares of shares of any class other than the Common Shares, rights, options or warrants to acquire Common Shares or securities exchangeable or convertible into Common Shares, of evidences of indebtedness or cash, securities or any property or other assets.

The Warrant Indenture also provides for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or exercise price in the event of the following additional events: (1) reclassifications of the Common Shares; (2) consolidations, amalgamations, plans of arrangement or mergers of the Company with or into another entity (other than consolidations, amalgamations, plans of arrangement or mergers which do not result in any reclassification of the Common Shares or a change of the Common Shares into other shares); or (3) the transfer (other than to one of the Company’s subsidiaries) of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity. No adjustment in the exercise price or the number of Warrant Shares purchasable upon the exercise of the Warrants is required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least 1% or the number of Common Shares purchasable upon exercise by at least one one-hundredth of a Common Share.  The Company also covenants in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such event.

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No fractional Warrant Shares will be issuable upon the exercise of any Warrants, and no cash or other consideration will be paid in lieu of fractional shares. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have. From time to time, the Company and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies, issuing additional Warrants thereunder or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by "special resolution", which will be defined in the Warrant Indenture as a resolution either (1) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 10% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution or (2) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants.

The Warrants are non-transferrable and will not be listed for trading on any national or foreign securities exchange.

CONSOLIDATED CAPITALIZATION

Other than as set out herein under "Prior Sales", there have been no material changes in the share capitalization of the Company since March 31, 2010.

As a result of the issuance of the Offered Shares which may be distributed under this Prospectus Supplement and the Warrant Shares that may be distributed upon exercise of the Warrants and the Agent's Warrants, the share capital of the Company may increase by up to a maximum of $l.

PRIOR SALES

In the 12 months prior to the date of this Prospectus Supplement, the Company has issued the following securities:

Date of Grant/ Issuance	Price per Security ($)	Number of Securities Issued
Common Shares:
09-04-2010	0.60	1,333,333
29-04-2010 to 11-05-2010	0.28	12,500,000
18-12-2009	0.56	33,333
Options to purchase Common Shares:
10-09-2009	0.86	1,000,000
18-05-2010	0.71	500,000
Warrants to purchase Common Shares:
09-04-2010	0.70	1,333,333

PRICE RANGE AND TRADING VOLUMES

The Common Shares are listed and posted for trading on the TSX.V and Amex under the symbol "MDW".  The following tables set forth the reported high, low and closing sale prices and the daily average volume of trading of the Common Shares during the 12 months preceding the date of this Prospectus Supplement.

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	TSX Venture Exchange (prices in Canadian dollars)				NYSE Amex (prices in U.S. dollars)
2009	High	Low	Close	Daily Avg. Volume	High	Low	Close	Daily Avg. Volume
May	0.63	0.46	0.63	16,160	0.60	0.42	0.60	216,576
June	0.92	0.62	0.80	12,403	0.89	0.60	0.71	223,749
July	0.84	0.61	0.69	7,483	0.75	0.59	0.65	98,944
August	0.75	0.64	0.72	7,567	0.69	0.59	0.64	63,793
September	1.05	0.71	0.75	31,588	0.94	0.65	0.72	341,740
October	0.88	0.66	0.66	13,467	0.84	0.61	0.62	190,216
November	0.87	0.62	0.85	36,212	0.84	0.61	0.82	210,098
December	1.06	0.80	0.81	35,416	1.01	0.76	0.87	314,255
2010	High	Low	Close	Daily Avg. Volume	High	Low	Close	Daily Avg. Volume
January	0.90	0.70	0.70	68,986	0.87	0.65	0.65	223,950
February	0.70	0.63	0.63	21,471	0.66	0.59	0.59	106,635
March	0.72	0.60	0.66	20,731	0.67	0.59	0.64	118,478
April	0.70	0.60	0.70	103,655	0.698	0.595	0.692	288,124
May 1 to May 27	0.78	0.65	0.67	68,265	0.77	0.60	0.65	344,953

Note: The Common Shares are also listed for trading on the Frankfurt Stock Exchange under the symbol "LXQ", but are not actively traded.

The closing price of the Common Shares on the TSX.V and Amex on May 27, 2010 was $0.67 and US$0.65, respectively.

LEGAL MATTERS

Certain legal matters relating to the offering of the Units will be passed upon on behalf of the Company by Stikeman Elliott LLP, Vancouver, British Columbia, with respect to Canadian legal matters, and by Dorsey & Whitney LLP, Denver, Colorado, with respect to U.S. legal matters, and for the Agent by Blake, Cassels & Graydon LLP, with respect to Canadian legal matters.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed, as of the date hereof, to be incorporated by reference into the accompanying Prospectus solely for the purposes of this offering.  Other documents are also incorporated, or are deemed to be incorporated, by reference into the Prospectus, and reference should be made to the Prospectus for full particulars thereof.

The following documents which have been filed by the Company with securities commissions or similar authorities in Canada, are also specifically incorporated by reference into, and form an integral part of, the Prospectus, as supplemented by this Prospectus Supplement:

(a) the annual information, which is our Annual Report on Form 10-K of the Company, for the year ended December 31, 2009, which report contains the audited consolidated financial statements of the Company and the notes thereto as at December 31, 2009 and 2008 and for each of the years in the three year period ended December 31, 2009, together with the auditors’ report thereon, and the related management’s discussion and analysis of financial conditions and results of operations for the year ended December 31, 2009;

(b) the Quarterly Report on Form 10-Q, which report contains the unaudited interim consolidated financial statements as at and for the three months ended March 31, 2010  and 2009, together with the notes thereto, and the related management’s discussion and analysis of financial conditions and results of operations for the three months ended March 31, 2010;

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(c) the material change report of the Company dated May 21, 2010 prepared in connection with the announcement of the appointment of Kenneth A. Brunk as President and Chief Operating Officer of the Company;

(d) the material change report of the Company dated April 12, 2010 prepared in connection with the announcement of a private placement financing of $800,000;

(e) the material change report of the Company dated December 23, 2009 prepared in connection with the announcement of director and officer appointments;

(f) the material change report of the Company dated November 5, 2009 prepared in connection with the announcement of an updated mineral resource estimate for the Pan Project;

(g) the material change report of the Company dated October 30, 2009 prepared in connection with the announcement of the deferral of a proposed financing due to market conditions;

(h) the amended material change report of the Company dated October 16, 2009 prepared in connection with the announcement of a private placement financing of $10 million;

(i) the material change report of the Company dated June 25, 2009 prepared in connection with the announcement of a National Instrument 43-101 compliant mineral resource estimate for the Golden Eagle Project, as amended by a news release on August 5, 2009; and

(j) the Company’s Proxy Statement on Schedule 14A, dated March 11, 2010, in connection with the Company’s May 4, 2010 annual general and special meeting of shareholders.

Any documents of the type referred to above (including material change reports but excluding confidential material change reports), or other disclosure documents required to be incorporated by reference into a prospectus filed under National Instrument 44-101, which are subsequently filed by the Company with securities commissions or similar authorities in the relevant provinces of Canada after the date of this Prospectus Supplement, and until all of this offering is complete, shall be deemed to be incorporated by reference into the Prospectus, as amended by this Prospectus Supplement. These documents are available through the internet on SEDAR at www.sedar.com.

Any statement contained in this Prospectus Supplement, the Prospectus or in a document (or part thereof) incorporated by reference herein or therein, or deemed to be incorporated by reference herein or therein, shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement, to the extent that a statement contained in this Prospectus Supplement or in any subsequently filed document (or part thereof) that also is, or is deemed to be, incorporated by reference in this Prospectus Supplement or in the Prospectus modifies or replaces such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus Supplement or the Prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes.  The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date of this Prospectus Supplement, a summary of the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires a Unit, consisting of one Offered Share and one-half of one Warrant, pursuant to this offering.

This summary applies only to a purchaser who is a beneficial owner of Offered Shares and Warrants acquired pursuant to this offering and who, for the purposes of the Income Tax Act (Canada) ("Tax Act"), and at all relevant times: (i) deals at arm's length and is not affiliated with the Company, and any subsequent purchaser of the Offered Shares, Warrant Shares or Warrants; and (ii) holds the Offered Shares, Warrant Shares and Warrants as capital property ("Holder").  Offered Shares, Warrant Shares and Warrants will generally be considered to be capital property to a Holder unless they are held in the course of carrying on a business or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This section of the summary is not applicable to a Holder: (i) that is a "financial institution" as defined in subsection 142.2(1) of the Tax Act; (ii) that is a "specified financial institution" as defined in subsection 248(1) of the Tax Act; (iii) who reports its "Canadian tax results", as defined in subsection 261(1) of the Tax Act, in a currency other than the Canadian currency; or (iv) an interest in which is, or for whom an Offered Share, Warrant Share or Warrant would be, a "tax shelter investment" for the purposes of the Tax Act.  Such Holders should consult their own tax advisors.

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This summary is based upon: (i) the current provisions of the Tax Act and the regulations thereunder ("Regulations") in force as of the date hereof; (ii) all specific proposals ("Proposed Amendments") to amend the Tax Act or the Regulations that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date hereof; and (iii) counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency ("CRA").  No assurance can be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all. If the Proposed Amendments are not enacted or otherwise implemented as presently proposed, the tax consequences may not be as described below in all cases. This summary does not otherwise take into account or anticipate any changes in law, administrative policy or assessing practice, whether by legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account the tax laws of any province or territory of Canada or of any jurisdiction outside of Canada.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder.  Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Allocation of Cost

A Holder who acquires Units pursuant to this offering will be required to allocate the purchase price paid for each Unit on a reasonable basis between the Offered Share and the one-half Warrant comprising each Unit in order to determine their respective costs to such Holder for the purposes of the Tax Act.

For its purposes, the Company has advised counsel that, of the $0.60 subscription price for each Unit, it intends to allocate approximately $l to each Offered Share and $l to each one-half Warrant and believes that such allocation is reasonable.  The Company's allocation, however, is not binding on the CRA or on a Holder.

The adjusted cost base to a Holder of each Offered Share comprising a part of a Unit acquired pursuant to this offering will be determined by averaging the cost of such Offered Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder of a Warrant upon the exercise of such Warrant.  When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be equal to the adjusted cost base of the Warrant to such Holder, plus the amount paid on the exercise of the Warrant.  For the purpose of computing the adjusted cost base to a Holder of each Warrant Share acquired on the exercise of a Warrant, the cost of such Warrant Share must be averaged with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition upon such exercise of a Warrant.

Holders Resident in Canada

This section of the summary applies to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for the purposes of the Tax Act ("Resident Holder").  A Resident Holder whose Offered Shares or Warrant Shares might not otherwise qualify as capital property may be entitled to make the irrevocable election provided by subsection 39(4) of the Tax Act to have the Offered Shares, Warrant Shares and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property.  Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available and/or advisable in their particular circumstances.  Such election is not available in respect of Warrants.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any taxable dividends received or deemed to be received on the Offered Shares or Warrant Shares.  In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations.  Taxable dividends received from a taxable Canadian corporation which are designated by such corporation as "eligible dividends" will be subject to an enhanced gross-up and dividend tax credit regime in accordance with the rules in the Tax Act.  In the case of a Resident Holder that is a corporation, the amount of any such taxable dividend that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year.

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A Resident Holder that is a "private corporation" or a "subject corporation", as defined in the Tax Act, will generally be liable to pay a refundable tax of 33 1/3% under Part IV of the Tax Act on dividends received on the Offered Shares or Warrant Shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the year.

Taxable Capital Gains and Losses

A Resident Holder who disposes of or is deemed to have disposed of an Offered Share, Warrant Share or Warrant (other than a disposition arising on the exercise of a Warrant) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of the Offered Share, Warrant Share or Warrant immediately before the disposition or deemed disposition.  Generally, the expiry of an unexercised Warrant will give rise to a capital loss equal to the adjusted cost base to the Resident Holder of such expired Warrant.

A Resident Holder will generally be required to include in computing its income for the taxation year of disposition, one-half of the amount of any capital gain (a "taxable capital gain") realized in such taxation year.  Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will generally be required to deduct one-half of the amount of any capital loss (an "allowable capital loss") against taxable capital gains realized in the taxation year of disposition.  Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such taxation years, to the extent and under the circumstances specified in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of an Offered Share or Warrant Share by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on such Offered Share or Warrant Share to the extent and under the circumstances specified in the Tax Act.   Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or a beneficiary of a trust that owns Offered Shares or Warrant Shares or where a partnership or trust, of which a corporation is a member or a beneficiary, is a member of a partnership or a beneficiary of a trust that owns Offered Shares or Warrant Shares.  Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Other Income Taxes

A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay a refundable tax of on its "aggregate investment income" (as defined in the Tax Act) for the year, including taxable capital gains, but excluding dividends or deemed dividends that are deductible in computing taxable income.

In general terms, a Resident Holder who is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Offered Shares or Warrant Shares or realizes a capital gain on the disposition or deemed disposition of Offered Shares, Warrant Shares or Warrants may be liable for a minimum tax under the Tax Act.  Resident Holders that are individuals should consult their own tax advisors in this regard.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold the Offered Shares, Warrant Shares or Warrants in connection with carrying on a business in Canada ("Non-Resident Holder").  This summary does not apply to a Non-Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere and such Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by the Company to a Non-Resident Holder on an Offered Share or Warrant Share will generally be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.  For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Income Tax Convention (1980) and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15%.

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Dispositions

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of an Offered Share, Warrant Share or Warrant unless the Offered Share, Warrant Share or Warrant (as applicable) is, or is deemed to be, "taxable Canadian property" of the Non-Resident Holder for the purposes of the Tax Act and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, based on the Proposed Amendments, an Offered Share, Warrant Share or Warrant (as applicable) will not constitute taxable Canadian property of a Non-Resident Holder provided that: (a) the Offered Shares or, in the case of a Warrant Share or Warrant, the Warrant Shares are listed on a "designated stock exchange" for the purposes of the Tax Act (which currently includes Tier 1 of the TSX.V) at the time of the disposition; (b) at no time during the 60 month period immediately preceding the disposition or deemed disposition of the Offered Share, Warrant Share or Warrant (as applicable): (i) were 25% or more of the issued shares of any class or series of the capital stock of the Company owned by, or belonged to, one or any combination of the Non-Resident Holder and persons with whom the Non-Resident Holder did not deal at arm's length (within the meaning of the Tax Act); and (ii) was more than 50% of the fair market value of a Common Share derived directly or indirectly from one or any combination of: (A) real or immovable property situated in Canada; (B) Canadian resource property (as defined in the Tax Act); (C) timber resource property (as defined in the Tax Act), or (D) options in respect of, or interests in, or for civil rights in, property described in any of (A) through (C) above, whether or not such property exists; and (c) the Offered Share, Warrant Share or Warrant (as applicable) is not otherwise deemed under the Tax Act to be taxable Canadian property.

In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of an Offered Share, Warrant Share or Warrant that is, or is deemed to be, taxable Canadian property to that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention, the consequences described under the heading "Holders Resident in Canada — Taxable Capital Gains and Losses" will generally be applicable to such disposition.  Such Non-Resident Holders should consult their own tax advisors.

INTEREST OF EXPERTS

As at the date hereof, the partners and associates of Stikeman Elliott LLP, as a group, own, directly or indirectly, less than 1% of the Common Shares of the Company. As at the date hereof, the partners and associates of Blake, Cassels & Graydon LLP, as a group, own, directly or indirectly, less than 1% of the Common Shares of the Company. The Company's auditors, KPMG LLP, Chartered Accountants, have advised that they are independent of the Company within the meaning of the Rules of Professional Conduct/Code of Ethics of the Institute of Chartered Accountants of British Columbia. None of the aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned persons received or has received a direct or indirect interest in a property of the Company or any associate or affiliate of the Company.

ELIGIBILITY FOR INVESTMENT

In the opinion of Stikeman Elliott LLP, Canadian counsel to the Company, and Blake, Cassels & Graydon LLP, Canadian counsel to the Agent: (a) the Offered Shares and Warrant Shares would, if issued on the date hereof and if listed at that time on a "designated stock exchange", as defined in the Tax Act, (which currently includes Tier 1 of the TSX.V), be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts ("TFSAs" and collectively, "Registered Plans"), and (b) the Warrants would, if issued on the date hereof, be qualified investments for a Registered Plan provided that: (i) the Warrant Shares issuable on the exercise of the Warrants would, if issued on the date hereof, be listed at that time on a designated stock exchange, and (ii) the Company is not an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, such Registered Plan and the Company deals at arm’s length (within the meaning of the Tax Act) with each person that is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, such Registered Plan.

Notwithstanding the foregoing, the holder of a TFSA will be subject to a penalty tax on an Offered Share, Warrant Share or Warrant held in the TFSA if such Offered Share, Warrant Share or Warrant is a "prohibited investment" for the TFSA.  An Offered Share, Warrant Share or Warrant will generally not be a prohibited investment unless either: (i) the holder of the TFSA does not deal at arm’s length with the Company (within the meaning of the Tax Act), or (ii) the holder of the TFSA has a "significant interest" (within the meaning of the Tax Act) in the Company or a corporation, partnership or trust with which the Company does not deal at arm’s length for the purposes of the Tax Act.  Prospective investors should consult their own tax advisers as to whether an Offered Share, Warrant Share or Warrant will be a ‘‘prohibited investment’’ in their particular circumstances.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities.  This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment.  In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province.  

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The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

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AUDITORS' CONSENT

We have read the prospectus supplement dated l, 2010 of Midway Gold Corp. (the "Company") relating to the qualification for distribution of up to 10,000,000 units, each unit consisting of one common share of the Company and one half of one common share purchase warrant, for an aggregate offering price of up to $6,000,000.We have complied with Canadian generally accepted standards for an auditors’ involvement with offering documents.

We consent to the incorporation by reference in the above mentioned prospectus supplement of our report to the shareholders of the Company on the consolidated financial statements of the Company as at December 31, 2009 and 2008 and each of the years in the three year period ended December 31, 2009.  Our report is dated February 19, 2010.

"l"

Chartered Accountants,

Vancouver, British Columbia

l, 2010

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CERTIFICATE OF THE AGENT

Dated: May 28, 2010

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of the provinces of British Columbia, Alberta and Ontario.

HAYWOOD SECURITIES INC.

"Kevin Campbell"

By:

Kevin Campbell

Managing Director, Investment Banking

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This short form base shelf prospectus has been filed under legislation in the provinces of British Columbia, Alberta and Ontario that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information.  The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.  This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar regulatory authorities in Canada.  Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary, Unit 1 - 15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6, telephone (604) 536-2711, and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue  May 4, 2010

MIDWAY GOLD CORP.

US$25,000,000

Common Shares

Warrants

Units

Midway Gold Corp. ("Midway" or the "Company") may offer and issue from time to time common shares of the Company, without par value ("Common Shares"), warrants to purchase Common Shares ("Warrants"), or any combination of Common Shares and Warrants ("Units") (all of the foregoing collectively, the "Securities") up to an aggregate initial offering price of US$25,000,000(or the equivalent thereof if the Securities are denominated in any other currency or currency unit) during the 25-month period that this short form base shelf prospectus (this "Prospectus"), including any amendments hereto, remains effective.  Securities may be offered in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more accompanying prospectus supplements (collectively or individually, as the case may be, a "Prospectus Supplement").

All information permitted under applicable law to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus.  Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The outstanding Common Sharesare listed and posted for trading on the TSX Venture Exchange (the "TSX.V") and NYSE Amex ("Amex") under the symbol "MDW".  Unless otherwise specified in the applicable Prospectus Supplement, Securities other than Common Shares will not be listed on any securities exchange. The listing of Warrants, if so specified in the applicable Prospectus Supplement, will be subject to the approval of the TSX.V and Amex, which approval will be conditional on, among other things, sufficient distribution of such Warrants.  The offering of Securities hereunder is subject to approval of certain legal matters on behalf of the Corporation by Stikeman Elliott LLP, with respect to Canadian legal matters, and by Dorsey & Whitney LLP, with respect to U.S. legal matters.

Investing in the Securities involves significant risks. Investors should carefully read the "Risk Factors" section in this Prospectus beginning on page 3, in the documents incorporated by reference herein, and in the applicable Prospectus Supplement.

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable: (i) in the case of Common Shares, the designation of the particular class and, if applicable, series, the number of shares offered, the offering price, dividend rate, if any, any terms for redemption or retraction, and any other terms specific to the Common Shares being offered; (ii) in the case of Warrants, the offering price, the designation, number and terms of the Common Shares issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; and (iii) in the case of Units, the designation, number and terms of the Common Shares and Warrants comprising the Units.  A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters set forth in this Prospectus.  Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.

Warrants will not be offered for sale separately to any member of the public in Canada unless the offering is in connection with, and forms part of, the consideration for an acquisition or merger transaction or unless the Prospectus Supplement describing the specific terms of the Warrants to be offered separately is first approved for filing by each of the securities commissions or similar regulatory authorities in Canada where the Warrants will be offered for sale.

Investors should be aware that the acquisition of the Securities described herein may have tax consequences.  This Prospectus and the applicable Prospectus Supplement may not describe these tax consequences fully.  You should read the tax discussion contained in the applicable Prospectus Supplement and consult your own tax advisor with respect to your own particular circumstances.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell the Securities.  The Company may offer and sell Securities to, or through, underwriters and also may offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws.  A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters or agents involved in the offering and sale of the Securities and will set forth the terms of the offering of the Securities, the method of distribution of the Securities including, to the extent applicable, the proceeds to the Company and any fees, discounts or any other compensation payable to underwriters or agents and any other material terms of the plan of distribution.

In connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market.  Such transactions, if commenced, may be interrupted or discontinued at any time.  See "Plan of Distribution".

The financial information of the Company contained in the documents incorporated by reference herein are presented in Canadian dollars.  References in this Prospectus to "$" are to Canadian dollars. United States dollars are indicated by the symbol "US$".

The Corporation’s head and registered office is located at Unit 1 - 15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6.

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TABLE OF CONTENTS

DESCRIPTION	PAGE NO.
THE CORPORATION	1
RISK FACTORS	3
DOCUMENTS INCORPORATED BY REFERENCE	11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	12
FINANCIAL INFORMATION AND CURRENCY	13
RECENT DEVELOPMENTS	14
USE OF PROCEEDS	14
CONSOLIDATED CAPITALIZATION	14
DESCRIPTION OF SHARE CAPITAL	14
DESCRIPTION OF WARRANTS	15
DESCRIPTION OF UNITS	16
PRIOR SALES	18
PLAN OF DISTRIBUTION	18
INTEREST OF EXPERTS	19
TRANSFER AGENT AND REGISTRAR	20
LEGAL MATTERS	20
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	20
CONSENT OF AUDITOR	C-1
CERTIFICATE OF THE COMPANY	C-2

THE CORPORATION

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

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

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Our registered and corporate office in Canada is located at Unit 1 - 15782 Marine Drive, White Rock, B.C. V4B 1E6, and our corporate office phone number is 604-536-2711. Our operations office in the United States is located at 600 Lola Street, Suite 10, Helena, Montana 59601. We maintain a website at www.midwaygold.com. Information contained on our website is not part of this Prospectus.

Business of the Company

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

Spring Valley Property, Pershing County, Nevada

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

The Spring Valley project is under an exploration and option to joint venture agreement with Barrick Gold Corporation ("Barrick").  Barrick is funding 100% of the costs to earn an interest in this project.  On March 2, 2009, we announced an updated Inferred Resource estimate as at December 31, 2008 of 87,750,000 tons at a grade of 0.021 ounces per ton ("opt") containing 1,835,000 ounces of gold using a cut off grade of 0.006 opt gold using a $715 Lerchs-Grossman shell.  For further information on this project, please see the report entitled "Spring Valley Project, Nevada, NI 43-101 Technical Report" dated effective March 25, 2009, which is available under the Company's profile at www.sedar.com.

Midway Property, Nye County, Nevada

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

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

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

Pan Gold Project, White Pine County, Nevada

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

The Pan project is a sediment-hosted gold deposit located along the prolific Battle Mountain/Eureka gold trend. Gold occurs in shallow oxide deposits, along a two-mile strike length of a faulted anticline.

On November 5, 2009, we announced an updated resource estimate for the Pan deposit containing 3.22 million short tons grading 0.019 opt containing 62,100 ounces of gold in the Measured category and 31.43 million short tons grading 0.017 opt containing 546,600 ounces of gold in the Indicated category for a total of 34.65 million short tons grading 0.018 opt containing 608,700 ounces of gold in the Measured plus Indicated categories. There was an additional 1.60 million short tons grading 0.017 opt containing 26,500 ounces of gold in the Inferred category. These were both determined at a 0.006 opt gold cut-off grade and a $750 per ounce gold price in a Lerchs-Grossman shell.  For further information on this project, please see the report entitled "Pan Project, White Pine County, Nevada, NI 43-101 Technical Report" dated effective December 1, 2009, which is available under the Company's profile at www.sedar.com.

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Golden Eagle Project – Ferry County, Washington

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

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

On June 25, 2009, we announced an Indicated Resource estimate as at May 1, 2009 of 31,400,000 tons at a grade of 0.055 opt containing 1,744,000 ounces of gold.  There is an additional Inferred Resource estimate of 5,100,000 tons at a grade of 0.038 opt containing 192,000 ounces of gold. Both resource estimates made at May 1, 2009 used a cut off grade of 0.02 opt gold and a $750 Lerchs-Grossman shell.  For further information on this project, please see the report entitled "Golden Eagle Project, Washington State, USA, Technical Report" dated effective July, 2009, which is available under the Company's profile at www.sedar.com.

Roberts Gold, Gold Rock, Burnt Canyon Projects

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

In the center of the Gold Rockproperty lies the Easy Junior mine, which was an operating mine until 1994 when it was shut down due to lower gold prices. This is a sediment hosted gold system in highly prospective host rocks within a 14 square mile land position along the Battle Mountain-Eureka gold trend. A historic database of 794 holes containing 269,446 feet of drilling was acquired in 2008 outlining continuous gold in drill holes along 9,200 feet of length along the anticline that was mined in part by the Easy Junior mine. Surface work, geophysics and historic data have identified a number of exploration targets, on this prospective land package. In 2008, 11 RC drill holes (3,525 feet) were drilled on the Anchor target, south of the Easy Junior Mine. Five holes found strongly anomalous gold in the Pilot formation, a regionally favourable host rock. A review of the historic gold deposit is planned and additional target and data compilation for the property is in progress. The concept of advancing this project in tandem with the Pan Gold deposit is being investigated and if feasible will be combined as the Gold Pan project.

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

RISK FACTORS

Investing in the Securities involves a high degree of risk.  Prospective investors in a particular offering of Securities should carefully consider the following risks, as well as the other information contained in this Prospectus, any applicable Prospectus Supplement, and the documents incorporated by reference herein before investing in the Securities.  If any of the following risks actually occurs, our business could be materially harmed.  The risks and uncertainties described below are not the only ones we  face.  Additional risks and uncertainties, including those of which we are currently unaware or that we deem immaterial, may also adversely affect our business.

Risks related to our Business

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

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

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Management anticipates that the minimum cash requirements to fund its proposed exploration program and continued operations will exceed the amount of cash on hand at December 31, 2009.  Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months, and will need to seek additional debt or equity financing to meet its planned expenditures. The Company intends to conduct equity offerings in 2010 pursuant to this Prospectus, and the U.S. registration statement filed with the United States Securities and Exchange Commission (the "SEC").  There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

In the fiscal year ended December 31, 2009, we had losses of $2,642,176 and we have had accumulated losses of $56,267,603 since inception. We have not commenced commercial production on any of our mineral properties. We have no revenues from operations and anticipate we will have no operating revenues until we place one or more of our properties into production. All of our properties are in the exploration stage, and we have no known mineral reserves on our properties. We currently do not have sufficient funds to fully complete exploration and development work on any of our properties, which means that we will be required to raise additional capital, enter into joint venture relationships or find alternative means to finance placing one or more of our properties into commercial production, if warranted. If the Company fails to raise additional funds it will curtail its activities and may risk being unable to maintain its interests in its mineral properties.

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

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

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

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

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

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

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

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

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

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

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

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

Increased costs could affect our financial condition.

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

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

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

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

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

§ environmental hazards;

§ power outages;

§ metallurgical and other processing problems;

§ unusual or unexpected geological formations;

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

§ inability to obtain suitable or adequate machinery, equipment, or labour;

§ metals losses; and

§ periodic interruptions due to inclement or hazardous weather conditions.

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

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

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

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

§ these estimates will be accurate;

§ resource or other mineralization estimates will be accurate; or

§ this mineralization can be mined or processed profitably.

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

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

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

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

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

§ the identification of potential mineralization based on surficial analysis;

§ availability of government-granted exploration permits;

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

§ the capital available for exploration and development work.

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

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

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

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

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

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

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

§ expectations with respect to the rate of inflation;

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

§ interest rates;

§ global or regional political or economic conditions;

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

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

We cannot predict the effect of these factors on metal prices. Gold prices quoted in US dollars have fluctuated during the last several years. The price of gold (London Fix) has ranged from US$810 to US$1,212 per ounce during calendar 2009, closing at US$1,087 on December 30, 2009; from US$712 to US$1,011 per ounce during calendar 2008 to close on December 31, 2008 at US$870 per ounce and from US$608 to US$842 per ounce during calendar 2007, to close on December 31, 2007 at US$836. A decrease in the market price of gold and other metals could affect the commercial viability of our properties and our anticipated development of such properties in the future. Lower gold prices could also adversely affect our ability to finance exploration and development of our properties.

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

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

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

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

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

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

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

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

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

§ labour standards and regulations related to occupational health and mine safety;

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

§ other matters.

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

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

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

All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time.

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

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

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Reclamation may include requirements to:

§ control dispersion of potentially deleterious effluents; and

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

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

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

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

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

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

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

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

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

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

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

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

Our results of operations could be affected by currency fluctuations.

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

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

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

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

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 our cost of obtaining, capital and financing for our  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;

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

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

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

Risks Related to our Securities

We do not intend to pay cash dividends.

We have never declared or paid cash dividends on Midway’s common shares. We currently intend to retain future earnings to finance the operation, development and expansion of our business. We do not anticipate paying cash dividends on Midway’s common shares in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of Midway’s board of directors and will depend on Midway’s financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our board of directors considers relevant. Accordingly, investors will only see a return on their investment if the value of Midway’s securities appreciates.

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

The market price of Midway’s common shares has ranged from a high of $1.09 and a low of $0.46 during the twelve month period ended April 30, 2010, as quoted on the TSX.V.  We cannot assure you that the market price of our common shares will not significantly fluctuate from its current level. The market price of our common shares may be subject to wide fluctuations in response to quarterly variations in operating results, changes in financial estimates by securities analysts, or other events or factors. In addition, the financial markets have experienced significant price and volume fluctuations for a number of reasons, including the failure of the operating results of certain companies to meet market expectations that have particularly affected the market prices of equity securities of many exploration companies that have often been unrelated to the operating performance of such companies. These broad market fluctuations, or any industry-specific market fluctuations, may adversely affect the market price of our common shares. In the past, following periods of volatility in the market price of a company’s securities, class action securities litigation has been instituted against such a company. Such litigation, whether with or without merit, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse affect on our business, operating results and financial condition.

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

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

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar regulatory authorities in Canada (the "Canadian Securities Authorities").  Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary at Unit 1 – 15782 Marine Drive, White Rock, British Columbia, Canada V4B 1E6, telephone (604) 536-2711, and are also available electronically at www.sedar.com.

The following documents, filed by the Company with the Canadian Securities Authorities, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the Annual Report on Form 10-K of the Company, for the year ended December 31, 2009, which report contains the audited consolidated financial statements of the Company and the notes thereto as at December 31, 2009 and 2008 and for each of the years in the three year period ended December 31, 2009, together with the auditors’ report thereon, and the related management’s discussion and analysis of financial conditions and results of operations for the year ended December 31, 2009;

(b) the material change report of the Company dated April 12, 2010 prepared in connection with the announcement of a private placement financing of $800,000;

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(c) the material change report of the Company dated December 23, 2009 prepared in connection with the announcement of director and officer appointments;

(d) the material change report of the Company dated November 5, 2009 prepared in connection with the announcement of an updated mineral resource estimate for the Pan Project;

(e) the material change report of the Company dated October 30, 2009 prepared in connection with the announcement of the deferral of a proposed financing due to market conditions;

(f) the amended material change report of the Company dated October 16, 2009 prepared in connection with the announcement of a private placement financing of $10 million;

(g) the material change report of the Company dated June 25, 2009 prepared in connection with the announcement of a National Instrument 43-101 compliant mineral resource estimate for the Golden Eagle Project, as amended by a news release on August 5, 2009; and

(h) the Company’s Proxy Statement on Schedule 14A, dated March 11, 2010, in connection with the Company’s May 4, 2010 annual general and special meeting of shareholders.

Any documents of the type referred to above (including material change reports but excluding confidential material change reports), or other disclosure documents required to be incorporated by reference into a prospectus filed under National Instrument 44-101, which are subsequently filed by the Company with securities commissions or similar authorities in the relevant provinces or territories of Canada after the date of this Prospectus and until all of the Securities are sold shall be deemed to be incorporated by reference into this Prospectus. These documents are available through the internet on SEDAR at www.sedar.com.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.  The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.  The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference herein contain "forward-looking statements" within the meaning of applicable Canadian securities legislation. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. These statements include, but are not limited to, comments regarding:

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

§ the establishment and estimates of mineral reserves and resources;

§ the grade of mineral reserves and resources;

§ anticipated expenditures and costs in our operations;

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

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

§ anticipated closure costs;

§ expected future financing and its anticipated outcome;

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

§ estimates of environmental liabilities;

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

§ factors expected to impact our results of operations; and

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

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

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

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

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

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

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

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

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

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

§ risks related to differences in U.S. and Canadian practices for reporting reserves and resources;

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

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

§ uncertainty and risks related to fluctuations in gold, silver and other metal prices;

§ risks related to our lack of insurance for certain high-risk activities;

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

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

§ risks related to environmental regulations;

§ risks related to land reclamation requirements on our properties;

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

§ risks related to competition in the mining industry;

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

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

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

§ uncertainty and risks related to currency fluctuations;

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

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

§ risks related to our securities.

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

We qualify all the forward-looking statements contained in this Prospectus by the foregoing cautionary statements.

FINANCIAL INFORMATION AND CURRENCY

The financial information of the Company contained in the documents incorporated by reference in this Prospectus is presented in accordance with generally accepted accounting principles ("GAAP") in the United States which do not differ in any material respects from GAAP in Canada.  The financial information of the Company contained in the documents incorporated by reference are presented in Canadian dollars.

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References in this Prospectus to "$" are to Canadian dollars. United States dollars are indicated by the symbol "US$".  On May 3, 2010, the closing exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = $1.01791.

RECENT DEVELOPMENTS

Filing of U.S. Registration Statement

On April 1, 2010, we filed a shelf registration statement with the SEC, which, when effective, will permit us to offer and sell the Securities for gross proceeds of US$25,000,000.  The aggregate gross proceeds from the Securities that may be sold in the United States, together with the Securities that we may sell in the provinces of British Columbia, Alberta and Ontario pursuant to this Prospectus, are not expected to exceed US$25,000,000.

Closing of Private Placement

On April 9, 2010, we completed a non-brokered private placement of units comprised of one common share and one common share purchase warrant at a subscription price of $0.60 per unit for gross proceeds of $800,000.  We intend to use the net proceeds of the private placement to fund development and exploration activities on our Nevada and Washington properties and for general corporate purposes.

USE OF PROCEEDS

Unless otherwise indicated in the applicable Prospectus Supplement, we intend to use the net proceeds from the sale of Securities for acquisitions, development and exploration activities on our Nevada and Washington properties, working capital requirements, repayment of indebtedness outstanding from time to time or for other general corporate purposes.More detailed information regarding the use of proceeds from the sale of Securities will be described in the applicable Prospectus Supplement. The Company may, from time to time, issue Common Shares or other securities otherwise than through the offering of Securities pursuant to this Prospectus.

CONSOLIDATED CAPITALIZATION

Other than as set out herein under "Prior Sales", there have been no material changes in the share capitalization of the Company since December 31, 2009.

As a result of the issuance of Securities which may be distributed under this Prospectus, the share capital of the Corporation may increase by up to a maximum of US$25,000,000.

DESCRIPTION OF SHARE CAPITAL

Common Shares

We are authorized to issue an unlimited number of Common Shares, without par value, of which 78,688,330 are issued and outstanding as at the date of this Prospectus.  There are options outstanding to purchase up to 4,421,667 Common Shares at prices ranging from $0.56 to $3.36.  There are warrants outstanding to purchase up to 1,333,333 Common Shares at $0.70 if exercised on or before October 9, 2010; $0.80 if exercised after October 9, 2010 but on or before April 9, 2011; and $0.90 if exercised after April 9, 2011 but on or before the expiry date of October 9, 2011.  Holders of Common Shares are entitled to one vote per Common Share at all meetings of shareholders, to receive dividends as and when declared by the board of directors of the Company and to receive a pro rata share of the assets of the Company available for distribution to the shareholders in the event of the liquidation, dissolution or winding-up of the Company.  There are no pre-emptive, conversion or redemption rights attached to the Common Shares.

Dividend Policy

The Company has not paid any dividends to date on the Common Shares.  The Company intends to retain its earnings, if any, to finance the growth and development of its business.Accordingly, the Company does not currently expect to pay any dividends on its Common Shares in the near future. The actual timing, payment and amount of any dividends will be determined by the Company 's board of directors from time to time based upon, among other things, credit facility restrictions, cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and such other business considerations as the Company 's board of directors may consider relevant.

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DESCRIPTION OF WARRANTS

The following description, together with the additional information we may include in any applicable Prospectus Supplements, summarizes the material terms and provisions of the Warrants that we may offer under this Prospectus, which will consist of Warrants to purchase Common Shares and may be issued in one or more series.  Warrants may be offered independently or together with Common Shares, and may be attached to or separate from those Securities.  While the terms we have summarized below will apply generally to any Warrants that we may offer under this Prospectus, we will describe the particular terms of any series of Warrants that we may offer in more detail in the applicable Prospectus Supplement.  The terms of any Warrants offered under a Prospectus Supplement may differ from the terms described below.

General

Warrants may be issued under and governed by the terms of one or more warrant indentures (a "Warrant Indenture") between us and a warrant trustee (the "Warrant Trustee") that we will name in the relevant Prospectus Supplement, if applicable.  Each Warrant Trustee will be a financial institution organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee.

This summary of some of the provisions of the Warrants is not complete.  The statements made in this Prospectus relating to any Warrant Indenture and Warrants to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the Warrant Indenture, if any, and the Warrant certificate.  Prospective investors should refer to the Warrant Indenture, if any, and the Warrant certificate relating to the specific Warrants being offered for the complete terms of the Warrants.  If applicable, we will file a Warrant Indenture describing the terms and conditions of Warrants we are offering concurrently with the filing of the applicable Prospectus Supplement under which such Warrants are offered.

The applicable Prospectus Supplement relating to any Warrants offered by us will describe the particular terms of those Warrants and include specific terms relating to the offering.  This description will include, where applicable:

§ the designation and aggregate number of Warrants;

§ the price at which the Warrants will be offered;

§ the currency or currencies in which the Warrants will be offered;

§ the date on which the right to exercise the Warrants will commence and the date on which the right will expire;

§ the number of Common Shares that may be purchased upon exercise of each Warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Warrant;

§ the designation and terms of any Securities with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each Security;

§ the date or dates, if any, on or after which the Warrants and the other Securities with which the Warrants will be offered will be transferable separately;

§ whether the Warrants will be subject to redemption and, if so, the terms of such redemption provisions;

§ whether the Company will issue the Warrants as global securities and, if so, the identity of the depositary of the global securities;

§ whether the Warrants will be listed on any exchange;

§ material United States and Canadian federal income tax consequences of owning the Warrants; and

§ any other material terms or conditions of the Warrants.

Warrants will not be offered for sale separately to any member of the public in Canada unless the offering is in connection with, and forms part of, the consideration for an acquisition or merger transaction or unless the Prospectus Supplement describing the specific terms of the Warrants to be offered separately is first approved for filing by each of the securities commissions or similar regulatory authorities in Canada where the Warrants will be offered for sale.

Rights of Holders Prior to Exercise

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Common Shares issuable upon exercise of the Warrants.

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Exercise of Warrants

Each Warrant will entitle the holder to purchase the Securities that we specify in the applicable Prospectus Supplement at the exercise price that we describe therein.  Unless we otherwise specify in the applicable Prospectus Supplement, holders of the Warrants may exercise the Warrants at any time up to the specified time on the expiration date that we set forth in the applicable Prospectus Supplement.  After the close of business on the expiration date, unexercised warrants will become void.

Holders of the Warrants may exercise the Warrants by delivering the Warrant certificate representing the Warrants to be exercised together with specified information, and paying the required amount to the Warrant Trustee, if any, or to us, as applicable, in immediately available funds, as provided in the applicable Prospectus Supplement.  We will set forth on the Warrant certificate and in the applicable Prospectus Supplement the information that the holder of the Warrant will be required to deliver to the Warrant Trustee, if any, or to us, as applicable.

Upon receipt of the required payment and the Warrant certificate properly completed and duly executed at the corporate trust office of the Warrant Trustee, if any, to us at our principal offices, as applicable, or any other office indicated in the applicable Prospectus Supplement, we will issue and deliver the securities purchasable upon such exercise.  If fewer than all of the Warrants represented by the Warrant certificate are exercised, then we will issue a new Warrant certificate for the remaining amount of Warrants.  If we so indicate in the applicable Prospectus Supplement, holders of the Warrants may surrender securities as all or part of the exercise price for Warrants.

Anti-Dilution

The Warrant Indenture, if any, and the Warrant certificate will specify that upon the subdivision, consolidation, reclassification or other material change of the Common Shares or any other reorganization, amalgamation, merger or sale of all or substantially all of our assets, the Warrants will thereafter evidence the right of the holder to receive the securities, property or cash deliverable in exchange for or on the conversion of or in respect of the Common Shares to which the holder of a Common Share would have been entitled immediately after such event.  Similarly, any distribution to all or substantially all of the holders of Common Shares of rights, options, warrants, evidences of indebtedness or assets will result in an adjustment in the number of Common Shares to be issued to holders of Warrants.

Global Securities

We may issue Warrants in whole or in part in the form of one or more global securities, which will be registered in the name of and be deposited with a depositary, or its nominee, each of which will be identified in the applicable Prospectus Supplement.  The global securities may be in temporary or permanent form. The applicable Prospectus Supplement will describe the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global security. The applicable Prospectus Supplement will describe the exchange, registration and transfer rights relating to any global security.

Modifications

The Warrant Indenture, if any, and the Warrant certificate will provide for modifications and alterations to the Warrants issued thereunder by way of a resolution of holders of Warrants at a meeting of such holders or a consent in writing from such holders.  The number of holders of Warrants required to pass such a resolution or execute such a written consent will be specified in the Warrant Indenture, if any, and the Warrant certificate.

We may amend any Warrant Indenture and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Warrants.

DESCRIPTION OF UNITS

The following description, together with the additional information we may include in any applicable Prospectus Supplements, summarizes the material terms and provisions of the Units that we may offer under this Prospectus.  While the terms we have summarized below will apply generally to any Units that we may offer under this Prospectus, we will describe the particular terms of any series of Units in more detail in the applicable Prospectus Supplement.  The terms of any Units offered under a Prospectus Supplement may differ from the terms described below.

We will file the form of unit agreement ("Unit Agreement"), if any, between us and a unit agent ("Unit Agent") that describes the terms and conditions of the series of Units we are offering, and any supplemental agreements, concurrently with the filing of the applicable Prospectus Supplement under which such series of Units are offered.  The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of the Unit Agreement, if any, and any supplemental agreements applicable to a particular series of Units.  We urge you to read the applicable Prospectus Supplements related to the particular series of Units that we sell under this Prospectus, as well as the complete Unit Agreement, if any, and any supplemental agreements that contain the terms of the Units.

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General

We may issue Units comprising one or more of Common Shares and Warrants in any combination.  Each Unit will be issued so that the holder of the Unit is also the holder of each security included in the Unit.  Thus, the holder of a Unit will have the rights and obligations of a holder of each included security.  The Unit Agreement under which a Unit may be issued may provide that the securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

We will describe in the applicable Prospectus Supplement the terms of the series of Units, including:

§ the designation and terms of the Units and of the securities comprising the Units, including whether and under what circumstances those securities may be held or transferred separately;

§ provisions of the governing Unit Agreement, if any; and

§ any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the securities comprising the Units.

The provisions described in this section, as well as those described under "Description of Common Shares" and "Description of Warrants" will apply to each Unit and to any Common Share or Warrant included in each Unit, respectively.

Issuance in Series

We may issue Units in such amounts and in numerous distinct series as we determine.

PRICE RANGE AND TRADING VOLUMES

The Common Shares are listed and posted for trading on the TSX.V and Amex under the symbol "MDW".  The following tables set forth the reported high, low and closing sale prices and the daily average volume of trading of the Common Shares during the 12 months preceding the date of this Prospectus.

	TSX Venture Exchange (prices in Canadian dollars)				NYSE Amex (prices in U.S. dollars)
2009	High	Low	Close	Daily Avg. Volume	High	Low	Close	Daily Avg. Volume
May	0.63	0.46	0.63	18,419	0.60	0.42	0.60	216,585
June	0.92	0.62	0.80	12,400	0.89	0.60	0.71	223,755
July	0.84	0.61	0.69	6,908	0.75	0.59	0.65	98,941
August	0.75	0.64	0.72	7,567	0.69	0.59	0.64	63,786
September	1.05	0.71	0.75	31,590	0.94	0.65	0.72	341,729
October	0.88	0.66	0.66	13,890	0.84	0.61	0.62	190,214
November	0.87	0.62	0.85	36,216	0.84	0.61	0.82	210,085
December	1.06	0.80	0.81	37,180	1.01	0.76	0.87	314,255

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	TSX Venture Exchange (prices in Canadian dollars)				NYSE Amex (prices in U.S. dollars)
2010	High	Low	Close	Daily Avg. Volume	High	Low	Close	Daily Avg. Volume
January	0.90	0.70	0.70	68,489	0.87	0.65	0.65	223,942
February	0.70	0.63	0.63	21,469	0.66	0.59	0.59	106,635
March	0.72	0.60	0.66	23,022	0.67	0.59	0.64	118,478
April	0.70	0.60	0.70	115,788	0.698	0.595	0.692	293,009

The closing price of the Common Shares on the TSX.V and Amex on May 3, 2010 was $0.70 and US$0.70, respectively.

PRIOR SALES

In the 12 months prior to the date of this Prospectus, the Company has issued the following securities:

Date of Grant/ Issuance	Price per Security ($)	Number of Securities Issued
Common Shares:
12-04-2010	0.60	1,333,333
29-04-2010 to 11-05-2010	0.28	12,500,000
18-12-2009	0.56	33,333
Options to purchase Common Shares:
10-09-2009	0.86	1,000,000
Warrants to purchase Common Shares:
12-04-2010	0.70	1,333,333

PLAN OF DISTRIBUTION

General

We may offer and sell the Securities, separately or together: (a) to one or more underwriters; (b) through one or more agents; or (c) directly to one or more other purchasers. The Securities offered pursuant to any Prospectus Supplement may be sold from time to time in one or more transactions at: (i) a fixed price or prices, which may be changed from time to time; (ii) market prices prevailing at the time of sale; (iii) prices related to such prevailing market prices; or (iv) other negotiated prices.  We may only offer and sell the Securities pursuant to a Prospectus Supplement during the period that this Prospectus, including any amendments hereto, remains effective.  The Prospectus Supplement for any of the Securities being offered thereby will set forth the terms of the offering of such Securities, including the type of Security being offered, the name or names of any underwriters or agents, the purchase price of such Securities, the proceeds to us from such sale, any underwriting commissions or discounts and other items constituting underwriters’ compensation.  Only underwriters so named in the Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby.

By Underwriters

If underwriters are used in the sale, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.  Unless otherwise set forth in the Prospectus Supplement relating thereto, the obligations of underwriters to purchase the Securities will be subject to certain conditions, but the underwriters will be obligated to purchase all of the Securities offered by the Prospectus Supplement if any of such Securities are purchased.  We may offer the Securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate.  The Company may agree to pay the underwriters a fee or commission for various services relating to the offering of any Securities.  Any such fee or commission will be paid out of our general corporate funds.  We may use underwriters with whom we have a material relationship.  We will describe in the Prospectus Supplement, naming the underwriter, the nature of any such relationship.

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By Agents

The Securities may also be sold through agents designated by us.  Any agent involved will be named, and any fees or commissions payable by us to such agent will be set forth in the applicable Prospectus Supplement.  Any such fees or commissions will be paid out of our general corporate funds.  Unless otherwise indicated in the Prospectus Supplement, any agent will be acting on a best efforts basis for the period of its appointment.

Direct Sales

Securities may also be sold directly by us at such prices and upon such terms as agreed to by us and the purchaser.  In this case, no underwriters or agents would be involved in the offering.

General Information

Underwriters or agents who participate in the distribution of Securities may be entitled under agreements to be entered into with us to indemnification by us against certain liabilities, including liabilities under Canadian provincial and United States securities legislation, or to contribution with respect to payments which such underwriters or agents may be required to make in respect thereof.  Such underwriters or agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

We may enter into derivative transactions with third parties, or sell securities not covered by this Prospectus to third parties in privately negotiated transactions. If the applicable Prospectus Supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this Prospectus and the applicable Prospectus Supplement, including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be identified in the applicable Prospectus Supplement.

One or more firms, referred to as “remarketing firms,” may also offer or sell the Securities, if the Prospectus Supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as agents for us. These remarketing firms will offer or sell the Securities in accordance with the terms of the Securities. The Prospectus Supplement will identify any remarketing firm and the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the Securities they remarket.

In connection with any offering of Securities, underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market.  Such transactions may be commenced, interrupted or discontinued at any time.

INTEREST OF EXPERTS

As at the date hereof, the partners and associates of Stikeman Elliott LLP, as a group, own, directly or indirectly, less than 1% of the Common shares of the Company. As at the date hereof, the partners and associates of Dorsey & Whitney LLP, as a group, own, directly or indirectly, less than 1% of the Common Shares of the Company. The Corporation's auditors, KPMG LLP, Chartered Accountants, have advised that they are independent of the Company within the meaning of the Rules of Professional Conduct/Code of Ethics of the Institute of Chartered Accountants of British Columbia. None of the aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned persons received or has received a direct or indirect interest in a property of the Company or any associate or affiliate of the Company.

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Information relating to the Company’s mineral properties in this Prospectus and the documents incorporated by reference herein has been derived from reports, statements or opinions prepared or certified by Eric Chapman of Snowden Mining Industry Consultants Inc., Thom Seal of Differential Engineering Inc., and Eric LeLacheur and Don Harris, employees of the Company, and this information has been included in reliance on such companies and persons’ expertise.

None of Snowden Mining Industry Consultants Inc., Eric Chapman, Differential Engineering Inc., Thom Seal, Eric LeLacheur and Don Harris, each being companies and persons who have prepared or certified the preparation of reports, statements or opinions relating to the Company’s mineral properties, or any director, officer, employee or partner thereof, as applicable, received or has received a direct or indirect interest in the property of the Company or of any associate or affiliate of the Company.  As at the date hereof, the aforementioned persons, companies and persons at the companies specified above who participated in the preparation of such reports, statements or opinions, as a group, beneficially own, directly or indirectly, less than 1% of the Company’s outstanding Common Shares.

TRANSFER AGENT AND REGISTRAR

Our registrar and transfer agent for the Common Shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia, and Toronto, Ontario, Canada.

LEGAL MATTERS

Certain legal matters relating to the offering of the Securities will be passed upon on behalf of the Company by Stikeman Elliott LLP, Vancouver, British Columbia, with respect to Canadian legal matters, and by Dorsey & Whitney LLP, Denver, Colorado, with respect to U.S. legal matters. Counsel named in the applicable Prospectus Supplement will pass upon legal matters for any underwriters or agents.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities.  This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment.  In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province.  The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

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CONSENT OF AUDITOR

We have read the short form base shelf prospectus of Midway Gold Corp. (the "Company") dated May 4, 2010 relating to the offer and issue from time to time of any combination of common shares, warrants to purchase common shares, and units up to an aggregate initial offering price of US$25,000,000.  We have complied with Canadian generally accepted standards for an auditors’ involvement with offering documents.

We consent to the incorporation by reference in the above mentioned prospectus of our report to the shareholders of the Company on the consolidated financial statements of the Company as at December 31, 2009 and 2008 and each of the years in the three year period ended December 31, 2009.  Our report is dated February 19, 2010.

"KPMG LLP"

Chartered Accountants,

Vancouver, British Columbia

May 4, 2010

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CERTIFICATE OF THE COMPANY

Dated: May 4, 2010

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of the provinces of British Columbia, Alberta and Ontario.

    "Daniel E. Wolfus" Daniel E. Wolfus Chief Executive Officer     "Doris Meyer" Doris Meyer Chief Financial Officer

On behalf of the Board of Directors

"George Hawes" "Alan Branham"

George Hawes Director Alan Branham Director

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