Midway Gold 10-Q 2012 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission file number: 001-33894

MIDWAY GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia	98-0459178
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 280 – 8310 South Valley Highway
Englewood, Colorado	80112
(Address of principal executive offices)	(Zip Code)

(720) 979-0900

(Registrant’s Telephone Number, including area code)

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

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

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

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

Large accelerated filer   ¨        Accelerated filer  x   Non-accelerated filer    ¨   Smaller Reporting Company ¨

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

Number of Common Shares outstanding at November 5, 2012:128,251,298

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		4
Item 1.	Financial Statements.	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	43
Item 4.	Controls and Procedures.	43
PART II - OTHER INFORMATION		43
Item 1.	Legal Proceedings.	43
Item 1A.	Risk Factors.	43
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds.	43
Item 3.	Defaults Upon Senior Securities.	43
Item 4.	Mine Safety Disclosures.	43
Item 5.	Other information.	43
Item 6.	Exhibits.	44
SIGNATURES		45

2

EXPLANATORY NOTE

All amounts in this interim report on Form 10-Q are expressed in Canadian dollars. Unless otherwise indicated, the United States dollar is denoted as “US$.”

Financial information is presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

3

PART I – FINANCIAL INFORMATION

Item 1.   Financial Statements.

MIDWAY GOLD CORP.

CONSOLIDATED INTERIM BALANCE SHEETS

(Expressed in Canadian dollars)

	September 30, 2012			December 31, 2011
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	10,931,300		$	10,191,069
Amounts receivable		67,853			31,866
Prepaid expenses and other current assets		251,428			465,608
		11,250,581			10,688,543
Investments (notes 4 and 5)		18,750			78,933
Reclamation deposit (note 8)		843,077			603,062
Property and Equipment, net (note 6)		6,293,323			1,638,280
Mineral properties (note 7)		49,745,747			49,563,134
	$	68,151,478		$	62,571,952
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	1,534,962		$	1,188,041
Warrant liability (note 9)		2,439,491			-
Future income tax liability		3,759,612			4,103,278
Stockholders’ Equity (note 9):
Common stock authorized – unlimited, no par value
Issued – 128,031,298 (2011 – 113,849,475)		137,930,594			123,925,404
Additional paid in capital		11,884,105			10,950,108
Accumulated other comprehensive income (loss)		(959,974	)		26,875
Deficit accumulated during exploration stage		(88,437,312	)		(77,621,754	)
		60,417,413			57,280,633
	$	68,151,478		$	62,571,952

Commitments (note 10)

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

4

MIDWAY GOLD CORP.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(Expressed in Canadian dollars) (unaudited)

	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011			Cumulative period from inception (May 14,1996) to September 30, 2012
Expenses
Consulting (note 11)	$	181,609		$	53,731		$	285,484		$	160,880		$	1,408,113
Depreciation		116,899			80,744			283,903			108,164			1,142,183
Gain on sale of subsidiary		-			-			-			-			(2,806,312	)
Interest and bank charges		958			5,934			2,202			16,903			914,406
Investor relations		20,122			18,857			99,913			120,655			1,479,741
Legal, audit and accounting		289,977			279,134			727,999			459,910			4,112,121
Management fees		-			(3,066	)		8			(8,748	)		210,778
Mineral exploration expenditures (Schedule)		1,929,882			2,785,005			5,097,446			7,319,020			63,598,096
Mineral property interests written-off		-			-			-			-			4,643,637
Mineral property interests recovered		-			-			-			-			(60,120	)
Office and administration		270,769			200,737			646,332			347,234			2,644,546
Salaries and benefits		1,096,261			724,721			3,284,169			1,972,660			17,509,721
Transfer agent and filing fees		(9,073	)		96,855			97,397			207,347			942,719
Travel		76,079			52,984			223,839			167,316			1,434,844
Operating Loss		3,973,483			4,295,636			10,748,692			10,871,341			97,174,473
Other Income (Expense):
Foreign exchange gain (loss)		45,292			213,369			28,739			321,450			1,557,270
Gain (loss) on change in fair value of warrant liability (note 9)		176,515			-			176,515			(592,026	)		(1,059,185	)
Interest and investment income		7,103			9,725			23,176			18,850			912,820
Gain on sale of equipment		-			491,386			-			491,386			526,149
Gain on sale of investments		-			-			-			-			44,077
Investment write down		-			-			-			-			(130,000	)
Unrealized loss on investments (note 5)		(346	)		(11,893	)		(8,933	)		(10,359	)		(609,220	)
Write down of deferred financing costs		-			-			(450,717	)		-			(450,717	)
Other income (expense)		(2,633	)		(82,890	)		(39,418	)		(83,163	)		30,209
		225,931			619,697			(270,638	)		146,138			821,403
Net Loss Before Income Tax		3,747,552			3,675,939			11,019,330			10,725,203			96,353,070
Income Tax Recovery		231,633			422,000			203,772			1,456,000			7,915,758
Net Loss	$	3,515,919		$	3,253,939		$	10,815,558		$	9,269,203		$	88,437,312
Basic and Diluted Loss Per Share	$	0.03		$	0.03		$	0.09		$	0.09
Weighted Average Number of Shares Outstanding		127,188,712			111,671,380			118,571,642			104,858,345

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

5

MIDWAY GOLD CORP.

Consolidated Statements of COMPREHENSIVE Loss

(Expressed in Canadian dollars) (unaudited)

	Three Months ended September 30, 2012		Three Months ended September 30, 2011		Nine months ended September 30, 2012		Nine months ended September 30, 2011
Net Loss for the Period Before Other Comprehensive Loss	$	3,515,919	$	3,253,939	$	10,815,558	$	9,269,203
Unrealized (gain) loss on investment (note 5)		-		12,500		51,250		(6,250	)
Currency Translation Adjustment		872,514		-		935,599		-
Comprehensive Loss	$	4,388,433	$	3,266,439	$	11,802,407	$	9,262,953

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

6

MIDWAY GOLD CORP.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Expressed in Canadian dollars) (unaudited)

	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011			Cumulative period from inception (May 14,1996) to September 30, 2012
Cash Provided By (Used In):
Operating Activities:
Net loss	$	(3,515,919	)	$	(3,253,939	)	$	(10,815,558	)	$	(9,269,203	)	$	(88,437,312	)
Items not involving cash:
Depreciation		116,899			80,744			283,903			108,164			1,142,183
Stock-based compensation		331,677			87,313			1,477,501			826,792			12,078,914
Unrealized foreign exchange loss (gain)		(142,852	)		641,745			(139,894	)		267,762			(1,714,418	)
Investment write down		-			-			-			-			130,000
Unrealized (gain) loss on investment		346			11,893			8,933			10,359			609,220
Non-cash interest expense		-			-			-			-			234,765
Loss on change in liability of warrants		(176,515	)		-			(176,515	)		592,026			1,059,185
Other current assets written off		-			-			218,044			0			218,044
Future income tax recovery		(231,633	)		(422,000	)		(203,772	)		(1,456,000	)		(7,915,758	)
Gain on sale of subsidiary		-			-			-			-			(2,806,312	)
Gains on sale of equipment		-			(491,386	)		-			(491,386	)		(526,149	)
Gain on sale of investments		-			-			-			-			(44,077	)
Mineral property interests written off		-			-			-			-			4,643,637
Mineral property interest recovery		-			-			-			-			(60,120	)
Change in non-cash working capital items:
Amounts receivable		(20,092	)		39,211			(36,447	)		40,577			(50,026	)
Prepaid expenses		418,274			(9,049	)		259,923			(369,639	)		(225,727	)
Accounts payable and accrued liabilities		(890,423	)		58,418			398,710			690,722			1,681,754
		(4,110,238	)		(3,257,050	)		(8,725,172	)		(9,049,826	)		(79,982,197	)
Investment Activities:
Proceeds on sale of subsidiary		-			-			-			-			254,366
Proceeds on sale of equipment		-			-			-			-			22,820
Proceeds on sale of mineral property		-			1,105,543			-			1,105,543			1,339,002
Proceeds on sale of investments		-			-			-			-			321,852
Mineral property acquisitions		(294,960	)		(345,613	)		(913,718	)		(814,676	)		(23,007,408	)
Deferred acquisition costs		-			-			-			-			(23,316	)
Purchase of equipment		(2,357,817	)		(429,971	)		(5,004,881	)		(1,384,210	)		(8,515,450	)
Reclamation deposit		(237,955	)		(231,997	)		(249,120	)		(240,345	)		(1,267,565	)
		(2,890,732	)		97,962			(6,167,719	)		(1,333,688	)		(30,875,699	)
Financing Activities:
Advance from Red Emerald Ltd.		-			-			-			-			12,010,075
Common stock issued, net of issue costs		14,688,073			1,891,942			15,803,591			18,312,506			103,624,985
Promissory note		-			-			-			-			2,000,000
Repayment of promissory note		-			-			-			-			(2,000,000	)
Convertible debenture		-			-			-			-			6,324,605
		14,688,073			1,891,942			15,803,591			18,312,506			121,959,665
Effect of Exchange Rate Changes on Cash:		(427,853	)		-			(170,469	)		-			(170,469	)
Increase (Decrease) in Cash and Cash Equivalents		7,259,250			(1,267,146	)		740,231			7,928,992			10,931,300
Cash and Cash Equivalents, Beginning		3,672,050			15,258,954			10,191,069			6,062,816			-
Cash and Cash Equivalents, Ending	$	10,931,300		$	13,991,808		$	10,931,300		$	13,991,808		$	10,931,300

Supplementary cash flow information (note 13)

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

7

MIDWAY GOLD CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Expressed in Canadian dollars) (unaudited)

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

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

8

MIDWAY GOLD CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY - CONTINUED

(Expressed in Canadian dollars) (unaudited)

	Number of shares		Common stock			Additional paid-in capital			Accumulated other comprehensive loss			Accumulated deficit during the exploration stage			Total stockholders’ equity
Balance, December 31, 2004 brought forward		20,645,650	$	18,013,756		$	2,338,734		$	-		$	(14,760,029	)	$	5,592,461
Shares issued:
Private placement		4,075,800		3,266,095			773,335			-			-			4,039,430
Exercise of stock options		165,500		124,364			(31,964	)		-			-			92,400
Exercise of share purchase warrants		1,743,000		1,543,844			(4,844	)		-			-			1,539,000
Share issue costs		-		-			-			-			-			-
Stock based compensation		-		(184,660	)		488,075			-			-			303,415
Net loss		-		-			-			-			(4,402,715	)		(4,402,715	)
Balance, December 31, 2005		26,629,950		22,763,399			3,563,336			-			(19,162,744	)		7,163,991
Shares issued:
Private placements		5,725,000		10,760,355			944,645			-			-			11,705,000
Exercise of stock options		306,000		325,530			(111,330	)		-			-			214,200
Exercise of share purchase warrants		3,227,000		4,182,991			(768,491	)		-			-			3,414,500
Acquisition of mineral property interest		40,000		88,000			-			-			-			88,000
Share issue costs		-		(248,512	)		-			-			-			(248,512	)
Stock based compensation		-		-			992,400			-			-			992,400
Net loss		-		-			-			-			(7,241,228	)		(7,241,228	)
Balance, December 31, 2006		35,927,950		37,871,763			4,620,560			-			(26,403,972	)		16,088,351
Shares issued:
Private placement		2,000,000		5,400,000			-			-			-			5,400,000
Pan-Nevada acquisition		7,764,109		25,000,431			2,028,074			-			-			27,028,505
Exercise of stock options		595,000		1,485,415			(694,515	)		-			-			790,900
Exercise of share purchase warrants		3,395,605		10,777,930			(2,081,407	)		-			-			8,696,523
Share issue costs		-		(28,000	)		-			-			-			(28,000	)
Stock based compensation		-		-			1,502,912			-			-			1,502,912
Unrealized loss on investments		-		-			-			(120,000	)		-			(120,000	)
Adjustment of future income tax liability to mineral properties (note 2(p))		-		-			-			-			(389,955	)		(389,955	)
Net loss		-		-			-			-			(10,666,106	)		(10,666,106	)
Balance, December 31, 2007		49,682,664		80,507,539			5,375,624			(120,000	)		(37,460,033	)		48,303,130
Shares issued:
Private placement		14,521,500		6,174,441			956,509			-			-			7,130,950
Acquisition of mineral property interest		30,000		88,500			-			-			-			88,500
Exercise of stock options		479,000		1,186,462			(453,212	)		-			-			733,250
Exercise of share purchase warrants		108,500		364,404			(209,405	)		-			-			154,999
Share issue costs		-		(139,705	)		-			-			-			(139,705	)
Stock based compensation		-		-			501,028			-			-			501,028
Unrealized loss on investments		-		-			-			(502,225	)		-			(502,225	)
Investment write-down		-		-			-			622,225			-			622,225
Net loss		-		-			-			-			(16,165,394	)		(16,165,394	)
Balance, December 31, 2008		64,821,664		88,181,641			6,170,544			-			(53,625,427	)		40,726,758
Shares issued:
Exercise of stock options		33,333		32,815			(11,164	)		-			-			21,651
Exercise of share purchase warrants		12,500,000		4,456,509			(956,509	)		-			-			3,500,000
Stock based compensation		-		-			1,152,238			-			-			1,152,238
Unrealized gain on investment		-		-			-			53,850			-			53,850
Realized gain on sale of investments		-		-			-			(53,850	)		-			(53,850	)
Net loss		-		-			-			-			(2,642,176	)		(2,642,176	)
Balance, December 31, 2009, carried forward		77,354,997	$	92,670,965		$	6,355,109		$	-		$	(56,267,603	)	$	42,758,471

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

9

MIDWAY GOLD CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY - CONTINUED

(Expressed in Canadian dollars) (unaudited)

	Number of shares		Common stock			Additional paid-in capital			Accumulated other comprehensive loss			Accumulated deficit during the exploration stage			Total stockholders’ equity
Balance, December 31, 2009, brought forward		77,354,997	$	92,670,965		$	6,355,109		$	-		$	(56,267,603	)	$	42,758,471
Shares issued:
Private placement		1,333,333		514,365			285,635			-			-			800,000
Public offerings		17,738,666		8,294,058			1,504,996			-			-			9,799,054
Share issue costs		-		(1,431,027	)		212,109			-			-			(1,218,918	)
Exercise of share purchase warrants		12,500		14,024			(4,024	)		-			-			10,000
Stock based compensation		-		-			838,601			-			-			838,601
Unrealized gain on investment		-		-			-			13,125			-			13,125
Net loss		-		-			-			-			(5,826,972	)		(5,826,972	)
Balance, December 31, 2010		96,439,496		100,062,385			9,192,426			13,125			(62,094,575	)		47,173,361
Shares issued:
Exercise of share purchase warrants		8,611,356		10,849,874			(1,578,554	)		-			-			9,271,320
Exercise of stock options		729,997		743,200			(290,451	)		-			-			452,749
Bought deal offering		7,500,000		11,742,000			-			-			-			11,742,000
Share issuance under At-the-Market Program		568,626		1,518,845			-			-			-			1,518,845
Share issue costs		-		(990,900	)		-			-			-			(990,900	)
Stock-based compensation		-		-			3,626,687			-			-			3,626,687
Unrealized gain on investment		-		-			-			13,750			-			13,750
Net loss		-		-			-			-			(15,527,179	)		(15,527,179	)
Balance, December 31, 2011		113,849,475	$	123,925,404		$	10,950,108		$	26,875		$	(77,621,754	)	$	57,280,633
Shares issued:
Public offerings		12,261,562		13,370,717			-			-			-			13,370,717
Exercise of share purchase warrants		1,533,650		1,644,074			(417,153	)		-			-			1,226,921
Exercise of stock options		317,501		312,837			(126,351	)		-			-			186,486
Share issuance under ATM Program		69,110		100,433			-			-			-			100,433
Share issue costs		-		(1,422,871	)		-			-			-			(1,422,871	)
Stock based compensation		-		-			1,477,501			-			-			1,477,501
Unrealized gain (loss) on investment		-		-			-			(51,250	)		-			(51,250	)
Currency translation adjustment		-		-			-			(935,599	)		-			(935,599	)
Net loss		-		-			-			-			(10,815,558	)		(10,815,558	)
Balance, September 30, 2012		128,031,298	$	137,930,594		$	11,884,105		$	(959,974	)	$	(88,437,312	)	$	60,417,413

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

10

MIDWAY GOLD CORP.

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES

(Expressed in Canadian dollars) (unaudited)

	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011			Cumulative period from inception (May 14,1996) to September 30, 2012
Exploration costs incurred are summarized as follows:
Tonopah project
Assays and analysis	$	-		$	118,699		$	19,496		$	118,699		$	552,388
Communication		34			-			151			-			9,664
Drilling		-			313,567			(64	)		813,362			2,834,782
Engineering and consulting		14			82,549			14,545			238,068			4,447,399
Environmental		-			-			-			2,440			236,138
Field office and supplies		2,700			13,006			14,735			25,157			280,886
Legal		46			8,085			440			14,516			165,787
Property maintenance and taxes		73,963			33,659			74,471			37,526			633,280
Reclamation costs		-			-			4,912			1,154			39,238
Reproduction and drafting		79			-			177			2,602			23,623
Salaries and labor		12,615			85,617			86,815			176,397			953,666
Travel, transportation and accommodation		1,132			25,664			6,925			63,774			479,734
		90,583			680,846			222,603			1,493,695			10,656,585
Spring Valley project
Assays and analysis		-			-			-			-			3,329,900
Communication		9			-			37			-			10,344
Drilling		-			-			-			-			10,261,359
Engineering and consulting		4			(8,509	)		30,347			188,938			2,662,798
Environmental		-			-			-			-			300,445
Equipment rental		-			-			-			-			64,651
Field office and supplies		684			228			6,923			255			556,170
Legal		9,703			19,400			63,282			56,148			498,957
Operator fee		-			-			-			-			108,339
Property maintenance and taxes		8,396			-			8,396			(144	)		496,317
Reclamation costs		(45	)		-			89			127			30,963
Reproduction and drafting		20			-			110			324			30,158
Salaries and labor		2,822			2,618			18,040			18,201			1,277,707
Travel, transportation and accommodation		112			659			1,692			2,574			858,416
		21,705			14,396			128,916			266,423			20,486,524
Pan project
Assays and analysis		-			16,388			3,807			218,627			931,888
Communication		1,255			-			2,322			-			2,322
Drilling		451			(72,739	)		(58,436	)		833,689			3,712,101
Engineering and consulting		1,666			594,209			27,303			1,486,774			3,585,128
Environmental		3,441			87,298			10,493			177,155			706,649
Equipment rental		1,058			-			1,058			-			1,058
Field office and supplies		101,598			311,423			228,145			402,856			901,747
Legal		1,814			30,354			32,887			111,869			337,519
Property maintenance and taxes		86,102			76,913			89,047			390,677			958,651
Reclamation costs		2,245			(43,356	)		6,014			(15,221	)		(8,752	)
Reproduction and drafting		2,998			60,972			6,415			66,290			78,443
Salaries and labor		410,196			182,182			687,280			550,047			2,711,188
Travel, transportation and accommodation		87,963			31,754			116,541			143,796			590,374
		700,787			1,275,398			1,152,876			4,366,559			14,508,316
Sub-total balance carried forward	$	813,075		$	1,970,640		$	1,504,395		$	6,126,677		$	45,651,425

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

11

MIDWAY GOLD CORP.

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES - CONTINUED

(Expressed in Canadian dollars) (unaudited)

	Three months ended September 30, 2012		Three months ended September 30, 2011		Nine months ended September 30, 2012		Nine months ended September 30, 2011		Cumulative period from inception (May 14,1996) to September 30, 2012
Sub-total balance brought forward	$	813,075	$	1,970,640	$	1,504,395	$	6,126,677	$	45,651,425
Thunder Mountain project
Assays and analysis		859		-		71,799		-		86,367
Drilling		-		-		177,012		-		254,968
Engineering and consulting		3		-		46,465		-		47,171
Environmental		-		-		-		-		1,717
Field office and supplies		185		23		35,591		23		36,784
Legal and Accounting		2		-		3,233		-		3,233
Property maintenance and taxes		12,204		-		32,653		82		51,640
Reclamation costs		-		-		1,382		5,365		6,169
Salaries and labor		2,875		57		111,547		620		115,222
Travel, transportation and accommodation		125		-		21,735		-		21,790
		16,253		80		501,417		6,090		625,061
Gold Rock project
Assays and analysis		46,789		47,564		136,202		47,758		326,745
Communication		416				1,035				1,035
Drilling		395,422		531,339		421,749		552,719		1,474,134
Engineering and consulting		63,811		16,737		287,361		68,661		557,368
Environmental		181,337		-		533,274		2,440		618,833
Equipment rental		295		-		295		-		295
Field office and supplies		65,920		23,246		151,194		24,580		230,957
Legal		875		-		8,581		9,157		36,854
Property maintenance and taxes		98,654		69,253		112,985		70,080		536,680
Reclamation costs		122		265		12,301		15,886		37,487
Reproduction and drafting		1,720		34,969		2,503		35,077		37,919
Salaries and labor		151,473		56,352		361,812		88,501		577,175
Travel, transportation and accommodation		14,973		9,913		45,729		11,632		103,951
		1,021,807		789,638		2,075,021		926,491		4,539,433
Golden Eagle project
Assays and analysis		7		-		7		-		21,697
Drilling		-		-		-		-		3,638
Engineering and consulting		13,734		-		62,579		205,417		443,560
Field office and supplies		569		39		3,098		39		5,363
Legal		18		-		527		1,950		22,046
Property maintenance and taxes		-		475		8,527		4,743		29,904
Salaries and labor		2,227		551		7,167		7,760		15,605
Travel, transportation and accommodation		89		-		539		5,343		21,605
		16,644		1,065		82,444		225,252		563,418
Sub-total balance carried forward	$	1,867,779	$	2,761,423	$	4,163,277	$	7,284,510	$	51,379,337

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

12

MIDWAY GOLD CORP.

SCHEDULE OF MINERAL EXPLORATION EXPENDITURES - CONTINUED

(Expressed in Canadian dollars) (unaudited)

	Three months ended September 30, 2012			Three months ended September 30, 2011		Nine months ended September 30, 2012		Nine months ended September 30, 2011			Cumulative period from inception (May 14,1996) to September 30, 2012
Sub-total balance brought forward	$	1,867,779		$	2,761,423	$	4,163,277	$	7,284,510		$	51,379,337
Abandoned properties
Acquisition costs and option payments		-			-		-		-			40,340
Assays and analysis		-			-		5,296		-			101,908
Communications		-			-		-		-			119,734
Drilling		-			-		-		-			1,018,952
Engineering and consulting		-			3,433		9,894		3,433			3,404,185
Equipment rental		-			-		-		-			348,377
Field office and supplies		34			36		2,480		101			312,850
Foreign exchange gain		-			-		-		-			(38,134	)
Freight		-			-		-		-			234,956
Interest on convertible loans		-			-		-		-			1,288,897
Legal and accounting		-			-		-		1,402			466,764
Marketing		-			-		-		-			91,917
Mining costs		-			-		-		-			693,985
Processing and laboratory supplies		-			-		-		-			941,335
Property maintenance and taxes		-			13,596		-		13,596			511,445
Reclamation costs		(50	)		-		6,919		150			45,428
Recoveries		-			-		-		-			(39,850	)
Reproduction and drafting		-			-		-		-			6,215
Security		-			-		-		-			350,584
Salaries and labor		-			2,483		9,833		4,603			47,552
Travel, transportation and accommodation		-			1,564		3,084		2,426			448,862
Utilities and water		-			-		-		-			59,425
		(16	)		21,112		37,506		25,711			10,455,727
Property investigations
Assays and analysis		12,820			488		22,254		488			197,650
Drilling		-			-		565		-			169,694
Engineering and consulting		-			-		174,734		-			385,125
Environmental		-			-		-		-			22,761
Field office and supplies		-			59		5,545		(38	)		25,539
Legal		-			-		-		-			10,952
Property maintenance and taxes		46,867			-		655,437		-			778,667
Reclamation costs		-			-		-		-			3,048
Reproduction and drafting		-			-		394		-			5,336
Salaries and labor		2,432			1,923		27,421		7,630			38,725
Travel, transportation and accommodation		-			-		10,313		719			125,535
		62,119			2,470		896,663		8,799			1,763,032
	$	1,929,882		$	2,785,005	$	5,097,446	$	7,319,020		$	63,598,096

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

13

MIDWAY GOLD CORP.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature and continuance of operations

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

The consolidated financial statements for the three and nine months ended September 30, 2012 were 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. These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.

The Company has not generated any revenues from operations. The Company has incurred losses for the three and nine months ended September 30, 2012 of $3,515,919 and $10,815,558, respectively, and since inception of May 14, 1996 to September 30, 2012 resulting in an accumulated deficit of $88,437,312; further losses are anticipated in the development of its business. At September 30, 2012, the Company had $10,931,300 in cash and cash equivalents. As of the date of this report, management believes the Company has sufficient funds for ordinary operations through at least the next twelve months.

The Company’s ability to continue as a going concern is dependent upon its ability to successfully raise additional financing for the substantial capital expenditures required to achieve planned principal operations. While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company.

2. Significant accounting policies and change in accounting policy

The interim consolidated financial statements included herein have been prepared by the Company, without audit, in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) pursuant to Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations, although the Company believes that the disclosures included are adequate to make the information presented not misleading. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation.

In management’s opinion, the unaudited consolidated financial statements contained herein reflect all adjustments, consisting primarily of normal recurring items, which are necessary for the fair presentation of our financial position, results of operations, and cash flows on a basis consistent with that of our prior audited consolidated financial statements. However, the results of operations for interim periods may not be indicative of results to be expected for the full fiscal year. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements including the notes thereto for the year ended December 31, 2011 which may be found under the Company’s profile on SEDAR and EDGAR.

The accounting policies followed by the Company are set out in note 2 to the audited consolidated financial statements for the year ended December 31, 2011 and have been consistently followed in the preparation of these consolidated interim financial statements, with the exception of those policies outlined below:

Foreign Currency Transactions

Effective January 1, 2012, the Company changed the functional currency for its U.S. operations to the United States dollar and its reporting currency is the Canadian dollar.

14

The Company’s financial statements are translated from its U.S. functional currency, the United States dollar, to the reporting currency, the Canadian dollar, using the current rate method. Assets and liabilities are translated using the current rate in effect at the balance sheet date and revenues and expenses are translated at the average rate for the period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholders’ equity.

Mineral Properties

The Company expenses all costs related to the maintenance and exploration of mineral properties in which it has secured rights prior to establishment of commercial feasibility. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying cost for impairment under ASC 360-10 “Accounting for Impairment or Disposal of Long Lived Assets”. When it has been determined that a mineral property has been deemed economically feasible, the costs then incurred to develop such property and construct a mine are capitalized. The costs of construction and development will be amortized using either straight-line or the units-of-production method over the estimated life of the mine. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Recent Accounting Pronouncements

We evaluate the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company.

Recently Adopted Accounting Policies

In May 2011, the FASB issued ASU No. 2011-04, which updated the guidance in ASC Topic 820, Fair Value Measurement. The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments in this update are to be applied prospectively. This guidance became effective for the Company as of January 1, 2012. The adoption of this guidance did not have a material impact on our financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05, which updated the guidance in ASC Topic 220, Comprehensive Income. Under the amendments in this update, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. This guidance became effective for the Company as of January 1, 2012.

In December of 2011, the FASB issued ASU No. 2011-12, which defers only those provisions within ASU 2011-05 pertaining to reclassification adjustments out of accumulated other comprehensive income. This guidance, except for those provisions deferred by ASU 2011-12, became effective for the Company as of the beginning January 1, 2012. The adoption of this guidance did not have an impact on our financial position or results of operations.

15

3. Net loss per share

Basic net loss per share is computed by dividing the net loss for the period attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock. Diluted net loss per share is not presented separately from basic net loss per share as the conversion of outstanding stock options and warrants into common shares would be anti-dilutive.

4. Fair Value Measurements

ASC 820 establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3- Unobservable inputs based on the Company’s assumptions.

The Company’s Level 1 assets include common shares available for sale with no trading restrictions as determined using a market approach based upon unadjusted quoted prices for identical assets in an active market. Level 1 assets also included warrants that are considered derivatives and are marked to market each reporting period based upon unadjusted quoted prices for identical assets in active markets.

The Company’s Level 2 liabilities include a warrant liability due to warrants issued as part of a public offering on July 6, 2012. The Company recorded the fair value of the warrant liability using the Black-Scholes option pricing model.

The Company did not have any Level 3 assets or liabilities as of September 30, 2012.

The determination of fair value for financial reporting purposes at September 30, 2012 utilizing the applicable framework is as follows:

Financial Instrument	Quoted Prices in Active Markets for Identical Assets		Significant other observable inputs			Significant unobservable inputs		Total at September 30, 2012
Assets
Available-for-sale securities	$	18,750	$	-		$	-	$	18,750
Derivatives		-		-			-		-
Liabilities
Warrant Liability	$	-	$	(2,439,491	)	$	-	$	(2,439,491	)

Financial instruments measured at fair value as at December 31, 2011 were as follows:

Financial Instrument	Quoted Prices in Active Markets for Identical Assets		Significant other observable inputs		Significant unobservable inputs		Total at December 31, 2011
Assets
Available-for-sale securities	$	70,000	$	-	$	-	$	70,000
Derivatives		-		8,933		-		8,933

16

5. Investments

As consideration of certain area of interest obligations of NV Gold Corporation (“NVX”) that apply to the Roberts Gold project, the Company was issued 250,000 common shares of NVX and 250,000 common share purchase warrants (the “NVX Warrants”) on October 26, 2010. The NVX Warrants entitle the Company to purchase one common share of NVX at an exercise price of $0.40 until October 26, 2012. If the volume weighted average price of the common shares of NVX exceeds $0.60 for twenty consecutive trading days, NVX may notify the Company in writing that the NVX Warrants will expire 15 trading days from receipt of such notice unless exercised by the Company before such date.

The NVX Warrants are considered derivatives. The NVX Warrants will be revalued each reporting period with gains or losses recorded in the Statement of Operations. The following Black-Scholes valuation assumptions were used on September 30, 2012: expected life of 0.1 years; volatility of 106%; no dividend yield; and a risk free interest rate of 1.4%. The following Black-Scholes valuation assumptions were used on December 31, 2011: expected life of 0.82 years; volatility of 68%; no dividend yield; and a risk free interest rate of 0.91%.

	September 30, 2012
	Number of shares or warrants		Cost		Accumulated unrealized gains (losses)			Fair Value
Available for sale – common shares		250,000	$	43,125	$	(24,375	)	$	18,750
Warrants		250,000		16,995		(16,995	)		-
Total investments			$	60,120	$	(41,370	)	$	18,750

	December 31, 2011
	Number of shares or warrants		Cost		Accumulated unrealized gains (losses)			Fair Value
Available for sale – common shares		250,000	$	43,125	$	26,875		$	70,000
Warrants		250,000		16,995		(8,062	)		8,933
Total investments			$	60,120	$	18,813		$	78,933

During the three month period ended September 30, 2012, the Company recorded a net unrealized loss on the NVX Warrants of $346 in the Statement of Operations for the difference in the fair value at September 30, 2012 as compared to June 30, 2012.

During the nine month period ended September 30, 2012, the Company recorded a net unrealized loss on the common shares of NVX of $51,250 in accumulated other comprehensive incomeand a net unrealized loss on the NVX Warrants of $8,933 in the Statement of Operations for the difference in the fair value at September 30, 2012 as compared to December 31, 2011.

17

6. Property and Equipment

At September 30, 2012 and December 31, 2011, property and equipment consisted of the following:

	September 30, 2012			December 31, 2011
Land	$	541,679		$	536,854
Buildings and leasehold improvements		513,587			434,864
Computer equipment and software		926,225			497,317
Trucks and autos		361,446			293,946
Field equipment		225,171			247,826
Office equipment		188,478			133,893
Construction in progress		4,255,876			-
Subtotal		7,012,462			2,144,700
Accumulated depreciation		(719,139	)		(506,420	)
Totals	$	6,293,323		$	1,638,280

Depreciation expense for the three and nine months ended September 30, 2012 and 2011 was $116,899 and $283,903, and $80,744 and $108,164, respectively. The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired.

7. Mineral properties

Details on the Company’s mineral properties are found in note 6 to the audited consolidated financial statements for the year ended December 31, 2011.

Mineral property	September 30, 2012		December 31, 2011
Tonopah	$	7,485,487	$	7,324,586
Spring Valley		4,739,152		5,099,159
Pan		34,255,287		34,020,664
Gold Rock		1,129,819		863,112
Golden Eagle		2,136,002		2,255,613
	$	49,745,747	$	49,563,134

(a) Tonopah property, Nye County, Nevada

Through a series of agreements, amendments and payments the Company acquired a 100% interest in the Tonopah property subject only to a sliding scale royalty on Net Smelter Returns (“NSR”) from any commercial production of between 2% to 7%, based on changes in gold prices and an advance minimum royalty, recoverable from commercial production, of US$300,000 per year on each August 15. On August 1, 2012, the company paid $300,510 (US$300,000).

(b) Spring Valley property, Nevada

At September 30, 2012, no amounts were due from Barrick Gold Exploration Inc. (“Barrick”). At December 31, 2011, the Company had an amount receivable of $6,537 (US$6,428), for recoverable salaries and expenses, from Barrick pursuant to the Spring Valley exploration option and joint venture agreement, which was subsequently paid.

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(c) Pan property, Nevada

The Company assumed a mineral lease agreement in April 2007, with Newark Valley Mining Corp. (“NVMC”) (formerly Gold Standard Royalty Corporation (“GSRC”) and earlier the Lyle Campbell Trust) for a 100% interest in the Pan property. The Company must pay an advance minimum royalty of the greater of US$60,000 or the US dollar equivalent of 174 ounces of gold valued by the average of the London afternoon fixing for the third calendar quarter proceeding January 1 of the year in which the payment is due. The minimum advance royalties will be creditable against a sliding scale NSR production royalty of between 2.5% and 4%. On January 1, 2012, the Company paid $295,428 (US$296,169). The Company must incur a minimum of US$65,000 per year for work expenditures, including claim maintenance fees, during the term of the mining lease.

(d) Gold Rock property, Nevada

The Company assumed the mineral lease agreement in April 2007, with NVMC for a 100% interest in the Gold Rock property. Annually the Company must pay an advance minimum royalty of the greater of US$60,000 or the US dollar equivalent of 108.05 ounces of gold valued by the average of the London afternoon fixing for the third calendar quarter proceeding January 1 of the year in which the payment is due. The minimum advance royalties will be creditable against a sliding scale NSR production royalty of between 2.5% and 4%. On January 1, 2012 the Company paid $183,454 (US$183,914). The Company must incur a minimum of US$75,000 per year for work expenditures, including claim maintenance fees, during the term of the mining lease.

(e) Golden Eagle property, Washington

The Company purchased a 75% interest in the Golden Eagle, Washington project from Kinross Gold USA Inc. (“Kinross”) in August 2008, at a cost of $1,537,950 (US$1,500,000) and purchased a 25% interest in the Golden Eagle project from Hecla Limited at a cost of $500,200 (US$483,333). Kinross retained a 2% NSR royalty and should the Company elect in the future to toll mill ore from the Golden Eagle property, Kinross has a first right of refusal to toll mill ore at their Kettle River Mill.

8. Reclamation deposit

The Company is required to post bonds with the Bureau of Land Management (“BLM”) for reclamation of planned mineral exploration programs work associated with the Company’s mineral properties located in the United States. For the Company’s mineral properties that are being actively explored under funding arrangement agreements, the funding partners are responsible for bonding for the surface disturbance created by the exploration programs funded by each of them on those projects.

At September 30, 2012 the Company had posted a total of $843,077 reclamation deposits compared to $603,062 at December 31, 2011.

9. Share capital

(a) The Company is authorized to issue an unlimited number of common shares.

(b) Share issuances

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

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

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

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

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

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

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

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

(ix) During 2002, the Company issued 3,500,000 units at $0.25 per unit for proceeds of $875,000 by way of a short form offering document under the policies of the TSX Venture Exchange. Each unit consists of one common share and one common share purchase warrant that entitled the holder to purchase one additional common share at $0.25 per share until October 19, 2002. The Company also issued 150,000 common shares as a finance fee in connection with this offering, and issued the agent 875,000 share purchase warrants exercisable at $0.25 per share until April 19, 2004. During 2002 the Company issued 1,134,500 special warrants at $1.25 per special warrant for proceeds of $1,418,125. Each Special Warrant automatically converted to a unit comprising one common share and one share purchase warrant that entitled the holder to purchase one additional common share at $1.55 per share until November 6, 2003. The proceeds of the financing of $1,418,125 were allocated on a relative fair value basis as $1,171,286 to common shares and $246,839 as to the warrants. During 2003 all of the warrants expired unexercised. In connection with the offering the Company paid the agent a 10% commission totaling $113,450, issued the agent 40,000 common shares as a finance fee in connection with this offering, and issued the agent 170,175 share purchase warrant exercisable at $1.55 per share until July 5, 2003.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xxv) On April 16, 2007, the Company issued 7,764,109 common shares at a value of $25,000,431, 308,000 stock options at a value of $608,020 and 870,323 share purchase warrants at a value of $1,420,054 in connection with the acquisition of Pan-Nevada Gold Corporation. By December 31, 2007, 154,000 of the stock options had been exercised and 761,823 share purchase warrants had been exercised. By December 31, 2008 the remaining 108,500 share purchase warrants were exercised and 84,000 stock options had been exercised. On October 11, 2008 the final 70,000 stock options expired not exercised.

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

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

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

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

(xxx) On November 12, 2008 the Company issued 12,500,000 units at $0.22 per unit for proceeds of $2,750,000 by way of a private placement. Each unit consisted of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share at $0.28 per share until May 12, 2009. The proceeds of the financing of $2,750,000 were allocated on a relative fair value basis as $1,793,491 to common shares and $956,509 as to warrants. The Company incurred $23,395 in issue costs for this private placement. In the year ended December 31, 2009 all of the 12,500,000 warrants were exercised for proceeds of $3,500,000.

(xxxi) In addition to the 84,000 stock options reported exercised in paragraph xxv, during 2008, the Company issued a further 395,000 common shares pursuant to the exercise of stock options for proceeds of $613,250.

(xxxii) During 2009, the Company issued 33,333 common shares pursuant to the exercise of stock options for proceeds of $21,651.

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(xxxiii) On April 9, 2010, the Company issued 1,333,000 units at $0.60 per unit for proceeds of $800,000 by way of a private placement. Each unit consisted of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share until October 9, 2011 at an exercise price as follows: $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 October 9, 2011. The proceeds of the financing of $800,000 were allocated on a relative fair value basis as $514,365 to common shares and $285,635 as to warrants. The Company incurred $95,529 in issue costs for this private placement.

(xxxiv) On June 16, 2010, the Company issued 11,078,666 units at $0.60 per unit for proceeds of $6,647,199 by way of a brokered offering in Canada and a non-brokered offering in the United States. Each unit consisted of one common share and one-half share purchase warrant. Each whole warrant entitled the holder to purchase one additional common share until June 16, 2012 at an exercise price of $0.80. The proceeds of the financing of $6,647,199 were allocated on a relative fair value basis as $5,142,202 to common shares and $1,504,997 as to warrants. The Company issued 658,840 agent’s warrants which entitle the holder to purchase one common share until June 16, 2010 at an exercise price of $0.80. These warrants were recorded at the estimated fair value at the issue date of $212,109.The fair value of warrants was determined using a risk free interest rate of 1.82%, an expected volatility of 131%, an expected life of 2 years, and zero dividends for a fair value per warrant of $0.32. In addition, the Company paid finders’ fees in the amount of $395,304 and incurred other cash share issue costs of $307,553.

(xxxv) In September 2010, the Company issued 12,500 common shares pursuant to the exercise of share purchase warrants for proceeds of $10,000.

(xxxvi) In November 2010, the Company closed a public offering and the Company issued 6,660,000 units at US$0.60 per unit, each unit comprising one common share and one half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of US$0.90 per share until November 12, 2012, subject to acceleration provisions. The proceeds of the financing of $4,070,725 were allocated first to the fair value of the warrants at $918,870 with the residual amount of $3,151,855 to common shares.

The Company incurred $176,288 in issue costs and paid $244,244 to the agent as commission for this public offering. On February 9, 2011, the Company gave notice to the Warrant holders that it accelerated the expiry date of the warrants to March 14, 2011 and by that date 2,650,000 warrants were exercised and 680,000 warrants expired unexercised.

(xxxvii) On June 6, 2011, the Company issued 7,500,000 common shares upon the close of a “bought deal” public offering for US$1.60 per share. Gross proceeds on the purchase were $11,742,000 (US$12,000,000). The Company incurred $151,839 in issue costs and paid the agent $587,100 (US$600,000) as a commission for this public offering.

(xxxviii) On September 23, 2011, the Company announced that it had established an "At-the-Market" ("ATM") issuance program under which it may sell up to a maximum of 6,000,000 of its common shares.  The ATM issuance program is available to the Company on an as needed basis. Subject to market conditions and funding requirements, the Company may, at its discretion, from time to time sell all, some, or none of the reserved shares during the term of the ATM program.  Any common shares issued under the ATM program will be sold through ATM issuances in the United States.  No ATM issuances will be made through the facilities of any Canadian securities exchange.  Any ATM issuances will be made at market prices prevailing at the time of the sale and, as a result, prices may vary. During the nine months ended September 30, 2012, the Company issued 69,110 shares pursuant to the ATM program. As of September 30, 2012, the Company has issued a total of 637,736 shares and received net proceeds of $1,554,957 pursuant to the ATM program.

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(xxxix) In July 2012, the Company closed a public offering and issued 12,261,562 units at US$1.28 per unit, each unit comprising one common share and one half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of US$1.85 per share for a period of 18 months following the closing of the public offering, subject to acceleration provisions. The gross proceeds of the financing of US$15,694,799 were allocated first to the fair value of the warrants at US$2,616,006 with the residual amount of US$13,725,687 to common shares. The Company incurred $1,419,817 in issue costs and paid $244,244 to the agent as commission for this public offering.

(xl) During the nine months ended September 30, 2012, the Company issued 1,533,650 common shares pursuant to the exercise of share purchase warrants. Proceeds received on the 1,533,650 common shares issued totalled $1,226,920.

Additionally, during the nine months ended September 30, 2012, the Company issued 317,501 common shares pursuant to the exercise of employee stock options. Proceeds received on the options exercised totalled $186,486.

(c) Stock options

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

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

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The option pricing model requires the input of subjective assumptions which are based on several different criteria. Expected volatility is based on the historical price volatility of the Company’s common stock.  Expected dividend yield is assumed to be nil, as the Company has not paid dividends since inception. Based on historical experience, forfeitures and cancellations are not significant. The expected life is estimated in accordance with SEC Staff Accounting Bulletin No. 107, “Share-Based Payment” for “plain vanilla” options. Risk free interest rates are based on U.S. government obligations with a term approximating the expected life of the option.

The Company recorded stock-based compensation expense, net of forfeitures, of $1,477,501 in the nine months ended September 30, 2012 compared to $826,792 for the nine months ended September 30, 2011 and $331,677 in the three months ended September 30, 2012 compared to $87,313 for the three months ended September 31, 2011. For options vesting during the nine months ended September 30, 2012 and 2011, $1,234,527 and $692,258 was included in salaries and benefits in the statement of operations, respectively, $188,023 and $96,499 was included in salaries and labor in the schedule of mineral exploration expenditures and $54,952 and $38,036 was included in consulting in the statement of operations for non-employee stock-based compensation. For options vesting during the three months ended September 30, 2012 and 2011, $331,677 and $56,571 was included in salaries and benefits in the statement of operations, respectively, $83,408 and $20,426 was included in salaries and labor in the schedule of mineral exploration expenditures and $72,488 and $9,866 was included in consulting in the statement of operations for non-employee stock-based compensation. The estimated unrecognized compensation cost from unvested options as of September 30, 2012 was approximately $648,579, which is expected to be recognized over the remaining vesting period of 1.0 years.

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The weighted-average grant date fair value of options granted was $1.33 per option during the nine months ended September 30, 2012 and $0.81 for the comparable period in 2011. The weighted average grant date fair value of options vested was $0.85 per option during the nine months ended September 30, 2012 and $0.66 for the comparable period in 2011.

The following table summarizes activity for compensatory stock options during the nine months ended September 30, 2012:

	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value		Number of Shares Exercisable
Outstanding, January 1, 2012		8,881,668		$	1.36	$	6,318,733		6,933,329
Granted		250,000			1.89		-		-
Exercised		(317,501	)		0.59		92,292		-
Cancelled		(478,333	)		2.69		-		-
Outstanding, September 30, 2012		8,335,834		$	1.33	$	4,052,201		6,850,831

The following table summarizes information about outstanding compensatory stock options as of September 30, 2012:

	Options Outstanding						Options Exercisable
Exercise Prices	Number of Shares		Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price		Aggregate Intrinsic Value
$0.40 - $1.00		4,554,167		2.4	$	0.71		4,402,500	$	2.37	$	3,898,783
$1.01 - $1.60		216,667		3.6		1.53		133,334		3.65		8,667
$1.61 - $2.20		3,450,000		3.7		2.07		2,216,664		3.50		-
$2.21 - $2.80		50,000		3.9		2.34		33,333		3.87		-
$2.81 - $3.36		65,000		0.1		3.35		65,000		0.11		-
		8,335,834		3.0	$	1.33		6,850,831	$	2.75	$	3,907,450

d) Share purchase warrants:

On July 6, 2012 the Company issued 6,130,781 warrants as part of a unit by way of a public offering. Each warrant entitles the holder to purchase one additional common share at US$1.85 per share until December 6, 2013 subject to acceleration provisions. ASC US GAAP requires the value of share purchase warrants issued with an exercise price denominated in a currency other than the Company’s Canadian dollar functional currency to be considered as a liability and this liability is stated at fair value each reporting period. The Company recorded a fair value of $2,616,006 to warrant liability on July 6, 2012, calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 18 months; volatility of 76%; no dividend yield; and a risk free interest rate of 0.29% and an exchange rate of 1.0186. On September 30, 2012, the fair value of the warrant liability was adjusted to $2,439,491, calculated using the following assumptions: expected life of 15.2 months; volatility of 65%; no dividend yield; and a risk free interest rate of 0.18% and an exchange rate of 0.9832.

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A summary of the Company’s stock purchase warrants as of September 30, 2012 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Remaining Contractual Life (in years)
Balance, December 31, 2011		1,557,650		$	0.80		0.4
Issued		6,130,781			1.85		1.3
Exercised		(1,533,650	)		0.80		-
Expired		(24,000	)		0.80		-
Balance, September 30, 2012		6,130,781		$	1.85		1.3

Total outstanding warrants as of September 30, 2012 were 6,130,781. The exercise price on all warrants outstanding was $1.85 per share. The warrants are exercisable immediately upon issuance and expire eighteen months from the date of issuance.

10. Commitments

The Company has obligations under operating leases for its corporate offices in Englewood, Colorado and Ely, Nevada and office equipment until 2014. Future minimum lease payments for non-cancellable leases with initial lease terms in excess of one year are included.

In addition, the Company has cancellable purchase obligations related to consulting service agreements until 2014.

	Fiscal Year
	2012		2013		2014		Total
Operating Lease obligations	$	38,393	$	157,106	$	134,070	$	329,569
Purchase obligations		44,244		63,908		-		108,152
Total	$	82,637	$	221,014	$	134,070	$	437,721

11. Related party transactions

For the three and nine month periods ended September 30, 2011, the Company paid consulting fees of nil and $53,901, respectively to a company controlled by the former Chief Financial Officer of the Company for accounting and corporate compliance services. The Company’s former Chief Financial Officer resigned effective March 18, 2011, but, remained as Corporate Secretary until just prior to the Annual General Meeting on May 5, 2011.

On May 19, 2012, the Company entered into a consulting agreement with its former Chief Executive Officer for a term of twelve months. Under this agreement the former Chief Executive Officer will provide advisory services from time to time to the Company. For the three and nine month periods ended September 30, 2012, the Company paid consulting fees of $44,244 and $65,177, respectively, to the former Chief Executive Officer under this agreement. As of September 30, 2012 the remaining amount due under the agreement was $108,152.

Included in accounts payable and accrued liabilities, amounts payable to directors and officers at September 30, 2012 and December 31, 2011, were $15,927 and $12,761, respectively.

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

12. Financial instruments

In all material respects, the carrying amounts for the Company’s cash and cash equivalents, amounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short term nature of these instruments. Investments at September 30, 2012 and December 31, 2011 are recorded at fair values (note 4).

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13. Supplemental disclosure with respect to cash flows

The significant non-cash transactions for the three and nine month periods ended September 30, 2012 were nil.

The significant non-cash transactions for the three and nine month periods ended September 30, 2011, were nil and consisted of the transfer of $2,154,570 for the fair value of share purchase warrants exercised or expired from warrant liability to share capital, respectively.

14. Segment disclosures

The Company considers itself to operate in a single segment, being mineral exploration and development, with all of the Company’s long lived assets being located in the United States at September 30, 2012 and December 31, 2011.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report filed on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the heading “Risk Factors and Uncertainties” in our Form 10-K filed with the SEC on March 9, 2012, and elsewhere in this report.

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

Cautionary Note Regarding Forward-Looking Statements

In addition, certain statements made in this report may constitute “forward-looking statements”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of Midway to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding Midway’s strategy, future plans for production, future expenses and costs, future liquidity and capital resources, and estimates of mineralized material. Except for historical information, the matters set forth herein, which are forward-looking statements, involve certain risks and uncertainties that could cause actual results to differ. Potential risks and uncertainties include, but are not limited to, risks and uncertainties related to: 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; 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; the expected impact of the adoption of new accounting standards; and risks related to development, bonding, permitting, construction, other activities related to mine development; unexpected changes in business and economic conditions; significant increases or decreases in gold prices; changes in interest and currency exchange rates; metallurgy, processing, access, availability of materials, equipment, supplies and water; results of pending and future feasibility studies; joint venture relationships; political or economic instability, either globally or in the countries in which we operate; local and community impacts and issues; accidents and labor disputes; competitive factors, including competition for property acquisitions; availability of external financing at reasonable rates or at all and those additional risks as described under the heading “Risk Factors” in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 9, 2012. Forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. Although Midway believes that the expectations reflected in the forward-looking statements contained herein are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements are made based on management’s beliefs, estimates, and opinions on the date the statements are made, and Midway undertakes no obligation to update such forward-looking statements if these beliefs, estimates, and opinions should change, except as required by law.

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Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates

The mineral estimates in this Form 10-Q have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.

Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

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

Overview

Company Overview

Midway isa development stage company engaged in the acquisition, exploration, and, if warranted, development of gold and silver mineral properties in North America. Our mineral properties are located in Nevada and Washington. Our Pan project is in the development stage.The Tonopah, Spring Valley, Gold Rock and Golden Eagle gold properties are exploratory stage projects with identified gold mineralization. The Thunder Mountain project is an earlier stage gold and silver exploration project.

Business Strategy and Development

We are currentlyworking towards transitioning from a development stage company to a gold production company with plans to advance the Pan gold property located in White Pine County, Nevada through to production by the second half of 2014.

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The map below shows the location of Midway’s properties located in Nevada, USA.

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Highlights for the third quarter 2012:

· Pan project – An Environmental Impact Statement (“EIS”) is being prepared by the Bureau of Land Management (“BLM”) and cooperating agencies as part of the permitting process for a mining plan of operations submitted by Midway.

· Spring Valley project – Assay results were received from drilling by Barrick conducted in the second quarter of fiscal year 2012.

· Gold Rock project – Commenced the drilling program, designed to support production start-up in 2016.

Pan Project, White Pine County, Nevada

The Pan property is located at the northern end of the Pancake mountain range in western White Pine County, Nevada, approximately 22 miles southeast of Eureka, Nevada, and 50 miles west of Ely, Nevada.  Access is via a seven mile dirt road running south-southeast from US Highway 50, at a point about 17 miles southeast of Eureka, Nevada. Eureka has a population of about 2,000. Water is readily available from wells west of the property.In March 2011, we contracted a third party vendor to obtain permits to extend power lines to the property.

Highlights

Engineering and permitting activities continue to progress on schedule. Recent developments for the Pan project include:

· Completion of the scoping phase of the federal permitting process, including public meetings. Baseline studies are complete and JBR Environmental, a third-party consulting firm, is currently preparing a draft version of the Environmental Impact Statement (EIS).

· Selection of Jacobs Engineering Group for front-end engineering of mine related infrastructure including project buildings, roads, electrical and water supply.

· Acquisition of adequate water rights for mineral processing and completion of a production size water well and five monitor wells.

· Completion of engineering for the heap leach pad and ponds by SRK Consulting.

· Completion of engineering design and permitting for a new access road and selection of a contractor.

· Selection of Summit Valley Technologies (SV), a division of FL Smidth, to provide gold recovery equipment for the processing plant. SV is a world-wide leader for supplying gold recovery equipment.

· Ongoing large scale column tests to determine gold recovery amounts from larger size material which could reduce crushing requirements and lower capital costs.

· Ongoing diamond drilling for crusher site characterization, reverse circulation drilling to test deep exploration targets, and follow-up condemnation drilling beneath proposed mine facilities.

Mineral Reserves and Resources

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

In October 2011, we reported an updated resource estimate for the Pan project based on results from 2011 drilling received to date. The updated measured and indicated resource estimate exceeds one million ounces of gold. The 1.13 million ounces of gold are contained in 37 million tonnes of 0.49 grams per tonne (gpt) gold in the Measured category and 43 million tonnes of 0.40 gpt gold in the Indicated category using a 0.14 gpt gold cutoff grade. The updated resource was prepared by Gustavson Associates, LLC (“Gustavson”). The mineral resources are summarized below.

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Updated Resource Estimate, Pan Project, Nevada

Measured Resource
Cutoff (gpt)		Tonnes		Grade (gpt)		Gold ounces
	0.27		27,352,000		0.59		520,000
	0.21		30,857,000		0.55		547,000
	0.14		36,920,000		0.49		579,000
	0.07		50,924,000		0.38		622,000

Indicated Resource
Cutoff (gpt)		Tonnes		Grade (gpt)		Gold ounces
	0.27		27,126,000		0.52		453,000
	0.21		32,652,000		0.47		495,000
	0.14		43,118,000		0.40		551,000
	0.07		73,925,000		0.27		645,000

Measured Plus Indicated Resource
Cutoff (gpt)		Tonnes		Grade (gpt)		Gold ounces
	0.27		54,478,000		0.56		974,000
	0.21		63,509,000		0.51		1,042,000
	0.14		80,037,000		0.44		1,130,000
	0.07		124,849,000		0.32		1,268,000

Inferred Resource
Cutoff (gpt)		Tonnes		Grade (gpt)		Gold ounces
	0.27		1,771,000		0.58		33,000
	0.21		2,229,000		0.51		37,000
	0.14		3,928,000		0.36		45,000
	0.07		9,693,000		0.20		63,000

Note: The tonnage and total ounces of gold were determined from the statistical block model. Average grades were calculated from the tonnage and total ounces and then rounded to the significant digits shown. Calculations based on this table may differ due to the effect of rounding. See “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates.”

On November 15, 2011, we announced completion of a Feasibility Study showing robust economics for the Pan project. Mineral reserves were based upon a design pit using Lerchs Grossmann generated pit surfaces that maximize revenue based on a $1,200 per ounce three-year trailing average price of gold. Cutoff grades of 0.21 gpt in the South pit and 0.27 gpt in the North & Central pits produced the project’s highest NPV.

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Table 2: Total Pan Mineral Reserves, November 2011

Pit Area	Cutoff Grade (grams/tonne)		Metric Tonnes (x 1000)		Gold Grade (grams/tonne)		Ounces Gold (x 1000)
Proven
North & Central		0.27		13,085		0.60		251
South		0.21		12,160		0.61		236
All Pits				25,245		0.60		487
Probable
North & Central		0.27		10,994		0.50		178
South		0.21		12,073		0.51		199
All Pits				23,067		0.51		377
Proven plus Probable
North & Central		0.27		24,078		0.55		429
South		0.21		24,233		0.56		435
All Pits				48,311		0.56		864

Note: The tonnage and total ounces of gold were determined from the statistical block model. Average grades were calculated from the tonnage and total ounces and then rounded to the significant digits shown. Calculations based on this table may differ due to the effect of rounding.

We have determined that the Feasibility Study and the status of the project’s permitting meets the requirements to establish proven and probable reserves, as defined under SEC Industry Guide 7, and the proposed program for the property is developmental in nature.

Mining and Production

The Pan gold deposit contains mineralization at or near the surface and spatially distributed in a manner that is ideal for open pit mining methods. Gold grade distribution and the results of preliminary mineral processing testing indicate that ore from the Pan deposit can be processed by conventional heap leaching methods. The method of material transport evaluated for this study is open pit mining using a 21.6-yd³ front end shovel as the main loading unit with a 16-yd³ front end loader as a backup loading unit. The ore will be loaded into 150-ton haul trucks and transported to the primary jaw crusher, which will be set up at the mouth of the pit.  The primary jaw crusher is a semi-mobile unit mounted on skids that will be moved to the mouth of whichever pit is being mined. The crushed ore material will be conveyed to the secondary crushing site, crushed to P80 ½-inch (North) and P80 1½-inch (South), agglomerated, and conveyed to the heap leach pad.  The waste material will be loaded into the 150-ton haul trucks and hauled directly to the waste dump.  The truck haul method was chosen over in-pit mobile crushers and mobile conveyors in order to simplify waste dump construction and allow for more flexibility in day to day mining activities.

Operating Costs

Description	US$ Per ton of ore		US$ Per oz of gold
Mining		2.78		227.97
Processing		2.58		211.82
G&A		0.37		30.49
Production Taxes		0.52		42.99
Contingency – 10%		0.29		23.51
Total Operating Cost	$	6.54	$	536.78

Initial Capital Costs

Description	US$
Construction and owner’s capital		84.2 million
Contingency (5%)		6.8 million
Working capital and inventory		8.2 million
Total	$	99.2 million

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Metallurgy and Processing

Material from the North and South Pan pits will be processed using conventional heap leaching methods. Ore from both pits will be crushed by the primary in-pit mobile jaw crusher and secondary and tertiary cone crushers to P80 ½-inch (North) and P80 ½-inch (South) prior to leaching. The fines will be agglomerated. Crush size and leach kinetics are based on current metallurgical testing. Additional testing for optimization is underway.

Barren solution will be distributed on the leach pad with drip tube emitters. Pregnant solution and storm water storage ponds are integral to the leach pad system. Pregnant solutions will be treated in an adsorption/desorption refining (ADR) plant using conventional unit processes.

The Feasibility Study was prepared to the standards of NI 43-101. The open pit Mineral reserves and resources were completed by Gustavson, with Terre Lane and Donald E. Hulse acting as the qualified persons.

We incurred $1,152,876 and $4,366,559 of Mineral Exploration Expenditures at the Pan project in the nine months ended September 30, 2012 and 2011, respectively. These expenditures were primarily for salaries and labor, which represented 60% of total expenditures during the nine months ended September 30, 2012. For the comparable period during 2011, expenditures were primarily for engineering and consulting, and drilling which represented 34% and 19% of the total expenditures for the Pan project, respectively. Beginning on January 1, 2012, we began to capitalize certain permitting and engineering activities as part of our plans to advance the Pan project to production and in the nine months ended September 30, 2012 we capitalized $4,224,020 of these costs as compared to nil for the comparable period in 2011 and $2,176,070 for the three months ended September 30, 2012 as compared to nil for the comparable period in 2011.

Tonopah Project, Nye County, Nevada

The Tonopah property is located in Nye County, Nevada, approximately 15 miles northeast of the town of Tonopah, 210 miles northwest of Las Vegas and 236 miles southeast of Reno.  The property is over the northeastern flank of the San Antonio Mountains and in the Ralston Valley. Water for exploration purposes is available from water wells for a fee from municipal sources.Power is accessible from existing power lines crossing the property, however capacity is unknown and may be limited.

There was no activity on this project during the third quarter of 2012.

We incurred $222,603 and $1,493,695 of expenditures at the Tonopah project in the nine months ended September 30, 2012 and 2011, respectively. Salaries and wages, and property maintenance and taxes represented 39% and 33% of total expenditures during the nine months ended September 30, 2012. Drilling expenses for the comparable period in 2011 represented 54% of total expenditures. The Tonopah project is without known reserves, as defined under SEC Industry Guide 7, and the proposed program for the property is exploratory in nature.

Spring Valley Project, Pershing County, Nevada

The Spring Valley property is located in the Spring Valley Mining District, Pershing County, Nevada, approximately 20 miles northeast of the town of Lovelock.  The property is accessed from Nevada State Highway 50, which extends eastward from US Interstate 80 and is paved to the Rochester turn-off; thereafter it is a dirt road.  Water for exploration purposes is available from water wells drilled on the property under temporary grant of water rights. Power is accessible from existing power lines; however capacity is unknown and may be limited.

Gold has been intercepted over an area 5,200 feet long by 3,500 feet wide that extended to a depth of 1,400 feet, suggesting the presence of a large mineral system. The Spring Valley project is under an exploration and option to joint venture agreement with Barrick. Barrick is funding 100% of the costs to earn an interest in this project.Barrick spent $7.6 million (unaudited) in 2011. Barrick's total expenditure through the end of fiscal year 2011 of approximately $17.7 million exceeds the cumulative $16 million expenditure required. Barrick has informed Midway that it intends to conduct and fund an $11 million program in fiscal year 2012 that includes both exploration drilling and development work in preparation for an internal pre-feasibility study. Exploration will be focused on in-fill drilling in the north resource area and expansion drilling of the south resource area. The development work will include metallurgical, geotechnical and hydrological studies. This program exceeds the minimum required 2012 program.

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Barrick provided us with results from second quarter 2012 drilling. During the quarter, Barrick completed 6,035 meters of reverse circulation and 2,970 meters of core drilling. Highlights of the drill intercepts include:

· 157 meters of 1.75 grams per tonne (gpt) gold in SV12-561c including 17.1 meters of 8.06 gpt

· 144.9 meters of 1.65 gpt gold in SV12-565c including 1.5 meters of 113.52 gpt

· 80.8 meters of 1.61 gpt gold in SV12-570 including 1.5 meters of 45.60 gpt gold

· 30.5 meters of 1.20 gpt gold in SV12-568 including 1.5 meters of 8.33 gpt and

· 13.7 meters of 5.38 gpt gold including 3.0 meters of 15.05 gpt and

· 80.8 meters of 1.10 gpt gold including 1.5 meters of 5.21 gpt

Other higher grade intercepts include

· 1.2 meters of 14.16 gpt gold in SV12-571c

· 1.5 meters of 8.30 gpt gold in SV12-572c

· 1.5 meters of 12.14 gpt gold in SV12-579

· 3.0 meters of 10.39 gpt gold in SV12-589

Development drilling is gathering metallurgical, hydrological and geotechnical data for a scoping-level economic evaluation. Hydrology studies are underway and geotechnical drilling will follow. A second round of metallurgical test work is expected to begin later this year.

Spring Valley has an estimated 2.16 million ounces of gold in the measured and indicated categories, consisting of 0.93 million ounces in the measured category and 1.23 million ounces in the indicated category at a cut-off grade of 0.14 grams per tonne (g/t). There is an additional inferred resource of 1.97 million ounces of gold at the same cut-off grade. The measured resource is contained within 59.0 million tonnes grading 0.49 g/t, the indicated resource is contained within 85.8 million tonnes grading 0.45 g/t and the inferred resource is contained within 103.9 million tonnes grading 0.59 g/t.

Measured and indicated resources are estimated pursuant to Canadian industry standards. See “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.The Spring Valley project is without known reserves, as defined under SEC Industry Guide 7, and the proposed program for the property is exploratory in nature.

Barrick is funding the majority of the ongoing costs of this project. In the nine months ended September 30, 2012 and 2011, we incurred $128,916 and $266,423, respectively, primarily to fund engineering and legal costs incurred on the portion of the Seymork land that falls outside of the area of interest under the Barrick joint venture agreement.

Gold Rock Project, White Pine County, Nevada

The Gold Rock property is situated in the eastern Pancake Range in western White Pine County, Nevada. The property is 8 miles southeast of our Pan project. Access is via the Green Springs road from US Highway 50 approximately 65 miles from Ely, Nevada. Water for exploration purposes is available from wells in the region under temporary grant of water rights. It is anticipated that power will be available from the line being extended to serve the nearby Pan Project.

An Environmental Assessment (EA) study for expanded drilling at Gold Rock has been completed and permits have been received. An amendment to the EA is currently in progress to add additional exploration targets.

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A core rig and a reverse circulation (RC) rig are now operating on the property. The drilling program, designed to support production start-up in 2016, will consist of approximately 20,000 meters of core and RC drilling designed to significantly expand and upgrade the current Gold Rock resource. A new resource estimate will be included in a Preliminary Economic Assessment, which is scheduled for completion in the first quarter of 2013. In anticipation of mine permitting, two seasons of baseline biology and archeology fieldwork have been completed at Gold Rock. These data will be used in the environmental analyses of a mining Plan of Operations.

Gold Rock has an estimated 310,000 ounces (oz.) of gold in the indicated category and 331,000 oz. of gold in the inferred category. The indicated resource is contained in 12,968,000 tonnes at a grade of 0.74 grams per tonne (gpt) gold. The inferred resource is contained in 17,894,000 tonnes at a grade of 0.58 gpt gold. The gold resource appears to be open in all directions and represents a significant increase above the previously reported 344,700 oz. historic estimate.

Resource Estimate Gold Rock Project, Nevada
		Inferred Resource						Indicated Resource
Cutoff (gpt)		Tonnes		Grade (gpt)		Gold ounces		Tonnes		Grade (gpt)		Gold ounces
	0.51		7,866,000		0.83		211,000		7,820,000		0.98		247,000
	0.41		10,857,000		0.73		255,000		9,593,000		0.89		273,000
	0.27		17,894,000		0.58		331,000		12,968,000		0.74		310,000
	0.14		30,460,000		0.42		409,000		18,010,000		0.59		343,000

Note: The tonnage and total ounces of gold were determined from the statistical block model. Average grades were calculated from the tonnage and total ounces and then rounded to the significant digits shown. Calculations based on this table may differ due to the effect of rounding. See “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates.”

The indicated and inferred resource estimates include all data available through February, 2012, and were prepared by Gustavson, under the direction of Donald E. Hulse and Donald J. Baker, independent qualified persons.

We incurred $2,075,021 of expenditures at the Gold Rock project in the nine months ended September 30, 2012 of which 20% was related to drilling, 17% was for salaries and labor and 40% were the cost of engineering studies and environmental programs. For the comparable period in 2011, we incurred $926,491, of which 60% related to drilling. The Gold Rock project is without known reserves, as defined under SEC Industry Guide 7, and the proposed program for the property is exploratory in nature.

Thunder Mountain Project, Nye County, Nevada

Thunder Mountain is a gold and silver rich epithermal vein and disseminated gold system hosted in rhyolite tuffs and flow dome complexes located six miles southeast of the Tonopah project in Nye County, Nevada.

There was no activity on this project during the third quarter of 2012.

We incurred $501,417 of expenditures at the Thunder Mountain project in the nine months ended September 30, 2012 of which 35% was related to drilling and 22% related to salaries and wages. For the comparable period in 2011, we incurred $6,090 primarily for reclamation work around the project. The Thunder Mountain project is without known reserves, as defined under SEC Industry Guide 7, and the proposed program for the property is exploratory in nature.

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Golden Eagle Project, Ferry County, Washington

The Golden Eagle property is located on private land in the Eureka (Republic) mining district in Ferry County,

Washington. The property is two miles northwest of the town of Republic, Washington and is accessed by the Knob Hill county road.

Engineering studies are continuing, including evaluations of methods for processing sulfide mineralization and issues related to permitting.

We incurred $82,444 and $225,252 of expenditures at the Golden Eagle project in the nine months ended September 30, 2012 and 2011, primarily for engineering studies. The Golden Eagle project is without known reserves, as defined under SEC Industry Guide 7, and the proposed program for the property is exploratory in nature.

Results of Operations

Three months ended September 30, 2012 compared to the three months ended September 30, 2011

The following table summarizes our results of operations for the three months ended September 30, 2012 compared to the three months ended September 30, 2011:

	Three Months ended September 30, 2012			Three Months ended September 30, 2011			Change
Expenses
Consulting	$	181,609		$	53,731		$	127,878
Depreciation		116,899			80,744			36,155
Interest and bank charges		958			5,934			(4,976	)
Investor relations		20,122			18,857			1,265
Legal, audit and accounting		289,977			279,134			10,843
Management fees		-			(3,066	)		3,066
Mineral exploration expenditures (see schedule)		1,929,882			2,785,005			(855,123	)
Office and administration		270,769			200,737			70,032
Salaries and benefits		1,096,261			724,721			371,540
Transfer agent and filing fees		(9,073	)		96,855			(105,928	)
Travel		76,079			52,984			23,095
Operating loss		3,973,483			4,295,636			322,153
Other income (expense)		225,931			619,697			(393,766	)
Income tax recovery		231,633			422,000			190,367
Net loss	$	3,515,919		$	3,253,939		$	261,980

Significant differences between the periods are as follows:

Consulting expense during the three months ended September 30, 2012 was $181,609 compared to $53,731, an increase of $127,878. This was primarily due to a consulting arrangement with our former Chief Executive Officer which was entered into during the three months ended June 30, 2012. Further, the non-cash estimated fair value of stock based compensation for stock options granted to our former CEO is now a Consulting expense, as opposed to Salaries & Benefits prior to his consulting arrangement.

Depreciation expense during the three months ended September 30, 2012 was $116,899 compared to $80,744 during the comparable period of 2011, an increase of $36,155. This was primarily due to an increase of 60% in depreciable assets from the comparable period of 2011.

Exploration expenses for the three months ended September 30, 2012 decreased $855,123, or 31%, from the same period of 2011. Details of the expenses in each period may be found in the Schedule of Mineral Exploration Expenditures to the unaudited consolidated interim financial statements. Exploration levels are determined by the success of previous exploration programs on each project and cash available to fund additional programs. Exploration salaries and labor include the non-cash estimated fair value of stock based compensation for stock options granted to technical employees for the three months ended September 30, 2012 of $83,408 compared to $20,420 during the comparable period of 2011. Additionally,beginning on January 1, 2012, we began to capitalize certain permitting and engineering activities as part of our plans to advance the Pan project to production and for the three months ended September 30, 2012 we capitalized $2,176,070 of these costs as compared to nil for the comparable period in 2011.

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Director’s fees, salaries and benefits during the three months ended September 30, 2012 were $1,096,261 compared to $724,721 during the comparable period of 2011, an increase of $371,540, or 51%. Director’s fees, salaries and benefits is inclusive of $175,782 of non-cash stock based compensation for the three months ended September 30, 2012 as compared to $56,571 for the comparable period of 2011, an increase of $119,211. We use an option pricing model to estimate the value of stock options granted to officers, directors, employees and consultants. We use the Black-Scholes model, which requires considerable judgment selecting the subjective assumptions that are critical to the results produced by the model, to calculate the estimated fair value. We record the estimated fair value as an expense on a pro-rata basis over the vesting period of the options. The increase in the cash component of salaries and benefits is attributable to a five employee increase within the Company from 29 to 34 as of September 30, 2011.

Transfer agent and filing fees for the three months ended September 30, 2012 decreased $150,928, from the same period of 2011. The decrease is primarily related to fees paid to the Nevada Bureau of Land Management during the three months ended September 30, 2011, that were not incurred during the comparable period in 2012.

Other income (expense) during the three months ended September 30, 2012 and 2011, was an income of $225,931 and $619,697, respectively, a net change of $393,766. This change was primarily due to a gain of $491,386 on the sale of property and equipment related to Seymork Investments Limited, which we recorded during the three months ended September 30, 2011. This was offset by the change in the fair value of our warrant liability of $176,515 we recorded during the three months ended September 30, 2012.

Income tax recovery for the three months ended September 30, 2012 decreased $190,367, or 45%, from the same period of 2011. The decrease is primarily related to an adjustment to the future income tax liability that is associated with the acquisition of the Pan-Nevada and Gold Rock projects.

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Nine months ended September 30, 2012 compared to the nine months ended September 30, 2011

The following table summarizes our results of operations for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011:

	Nine months ended September 30, 2012			Nine months ended September 30, 2011			Change
Expenses
Consulting	$	285,484		$	160,880		$	124,604
Depreciation		283,903			108,164			175,739
Interest and bank charges		2,202			16,903			(14,701	)
Investor relations		99,913			120,655			(20,742	)
Legal, audit and accounting		727,999			459,910			268,089
Management fees		8			(8,748	)		8,756
Mineral exploration expenditures (see schedule)		5,097,446			7,319,020			(2,221,574	)
Office and administration		646,332			347,234			299,098
Salaries and benefits		3,284,169			1,972,660			1,311,509
Transfer agent and filing fees		97,397			207,347			(109,950	)
Travel		223,839			167,316			56,523
Operating loss		10,748,692			10,871,341			(122,649	)
Other income (expense)		(270,638	)		146,138			(416,776	)
Income tax recovery		203,772			1,456,000			(1,252,228	)
Net loss	$	10,815,558		$	9,269,203		$	1,546,355

Significant differences between the periods are as follows:

Consulting expense during the nine months ended September 30, 2012 was $285,484 compared to $160,880, an increase of $124,604. This was primarily due to a consulting arrangement with our former Chief Executive Officer that was entered into during the three months ended June 30, 2012. Further, the non-cash estimated fair value of stock based compensation for stock options granted to our former CEO is now a Consulting expense, as opposed to Salaries & Benefits prior to his consulting arrangement.

Depreciation expense during the nine months ended September 30, 2012 was $283,903 compared to $108,164 during the comparable period of 2011, an increase of $175,739. This was primarily due to a 60% increase in depreciable assets from the comparable period of 2011.

Legal, audit and accounting fees totaled $727,999 for the nine months ended September 30, 2012, an increase of $268,089 or 58% for the period. The increase primarily relates to an entity restructuring analysis for tax planning purposes and a full internal control re-evaluation, implementation and testing as required under the Sarbanes-Oxley Act.

Exploration expenses for the nine months ended September 30, 2012 decreased $2,221,574, or 30%, from the same period of 2011. Details of the expenses in each period may be found in the Schedule of Mineral Exploration Expenditures to the unaudited consolidated interim financial statements. Exploration levels are determined by the success of previous exploration programs on each project and cash available to fund additional programs. Exploration salaries and labor include the non-cash estimated fair value of stock based compensation for stock options granted to technical employees for the nine months ended September 30, 2012 of $188,023 compared to $96,499 during the comparable period of 2011. Additionally,beginning on January 1, 2012, we began to capitalize certain permitting and engineering activities as part of our plans to advance the Pan project to production and in the nine months ended September 30, 2012 we capitalized $4,224,020 of these costs as compared to nil for the comparable period in 2011.

Office and administration expenses for the nine months ended September 30, 2012 were $646,332 compared to $347,234 during the comparable period of 2011, an increase of $299,098 or 86%. This increase is primarily a result of additional overhead costs related to our increase in employees, as discussed further below.

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Director’s fees, salaries and benefits during the nine months ended September 30, 2012 were $3,284,169 inclusive of $1,234,527 of non-cash stock based compensation, compared to $1,972,660 and $692,258 respectively, during the comparable period of 2011, an increase of $1,311,509. We use an option pricing model to estimate the value of stock options granted to officers, directors, employees and consultants. We use the Black-Scholes model, which requires considerable judgment selecting the subjective assumptions that are critical to the results produced by the model, to calculate the estimated fair value. We record the estimated fair value as an expense on a pro-rata basis over the vesting period of the options. The increase in the cash component of salaries and benefits is attributable to a five employee increase within the Company from 29 to 34 as of September 30, 2011.

Other income (expense) during the nine months ended September 30, 2012 was an expense of $270,638 compared to an income of $146,138 during the comparable period of 2011, a net change of $416,776. During the nine months ended September 30, 2012, we incurred costs in evaluating certain specific financing options that management had considered and, recorded a foreign exchange gain of $28,739, which combined was a decrease of $743,428 from the comparable period in 2011. This decrease was offset by a net increase of $768,541 from the change in the fair value of our warrant liability. In addition, during the nine months ended September 30, 2011 we recorded a gain of $491,386 on the sale of property and equipment related to Seymork Investments Limited.

Income tax recovery for the nine months ended September 30, 2012 decreased $1,252,228, or 86%, from the same period of 2011. The decrease is primarily related to an adjustment to the future income tax liability that is associated with the acquisition of the Pan-Nevada and Gold Rock projects.

Liquidity and Capital Resources

As of September 30, 2012, we had working capital of $9,715,619, consisting of current assets of $11,250,581 and current liabilities of $1,534,962. This represents an increase of $215,117 from the working capital balance of $9,500,502 as of December 31, 2011. Consistent with our plans, our working capital balance fluctuates as we use cash to fund our exploration, development activities and other operating expenses.

We have not generated revenues from operations. These consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. The 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 our interests in the underlying properties, the attainment of profitable operations and/or realizing proceeds from the sale of one or more of our properties. As of September 30, 2012, the Company had an accumulated deficit of $88,528,271 and working capital of $9,715,619. On July 6, 2012, the Company closed a public offering for the aggregate gross proceeds of US$15,694,799. Management believes that the proceeds of the offering along with existing working capital is sufficient to fund ordinary operations through at least the subsequent twelve months. However we intend to raise additional capital through debt and/or equity placements as the opportunity presents itself.

We have historically relied on equity financings to fund our operations. From inception through September 30, 2012, we received $103,624,985 in cash, services, and other consideration through issuance of shares of our common stock. As of September 30, 2012, we did not have any outstanding debt.

Our most significant expenditures for the remainder of 2012 are expected to be costs associated with the development of our Pan project and further exploration of our other properties. We also continue to incur operating expenses approximating $720,000 per month for salaries and benefits (exclusive of non-cash stock-based compensation), professional fees, community relations, investor relations, travel and other overhead expenses at our Colorado executive offices and Ely, Nevada locations.

The balance of cash and equivalents as of September 30, 2012 increased to $10,931,300 from $10,191,069 as of December 31, 2011, a net increase in cash of $740,231. The increase was primarily the result of the Company closing a public offering on July 6, 2012 for the aggregate gross proceeds of US$15,594,799 offset by cash used to fund exploration activities and the development costs related to our Pan project.

Net cash used in operating activities was $8,725,172 during the nine months ended September 30, 2012 compared to $9,049,826 during the comparable period in 2011, a decrease of $324,653. Our use of operating cash during the 2012 period has shifted from exploration activities to development activities, consistent with ourplans to advance the Pan property through to production.

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Net cash used in investing activities for the nine months ended September 30, 2012 was $6,167,719, compared to net cash used in investing activities of $1,333,688 for the nine months ended September 30, 2011.  The majority of our exploration stage expenditures are recorded as an expense. However, we capitalize the acquisition cost of land and mineral rights and certain equipment that has alternative future uses or significant salvage value, including furniture and electronics, and the cost of these capitalized assets is reflected in our investing activities.  Cash used during the nine months ended September 30, 2012 related to mineral property acquisition costs were $913,718. In addition, we also capitalize certain permitting and engineering activities as part of our plans to advance the Pan project to production. Cash used to advance the Pan project during the nine months ended September 30, 2012 was $4,224,020 and $780,861 for equipment purchases.

Net cash provided by financing activities for the nine months ended September 30, 2012 was $15,803,591, consisting primarily of proceeds from the public offering that closed on July 6, 2012 wherein 12,261,562 units were issued at US$1.28 per unit, with each unit comprising of one common share and one half of one non-transferable common share purchase warrant. These proceeds were partially offset by the related deferred share issuance costs of $1,419,817. During the comparable period in 2011, cash provided by financing activities was $18,312,506, consisting of proceeds from the sale of common shares.

Contractual Obligations

We have obligations under operating leases for its corporate offices in Englewood, Colorado and Ely, Nevada and office equipment until 2014. Future minimum lease payments for non-cancellable leases with initial lease terms in excess of one year are included.

In addition, we have purchase obligations related to consulting service agreements until 2014.

	Fiscal Year
	2012		2013		2014		Total
Operating Lease obligations	$	38,393	$	157,106	$	134,070	$	329,569
Purchase obligations		44,244		63,908		-		108,152
Total	$	82,637	$	221,014	$	134,070	$	437,721

Off-balance sheet arrangements

There are no off balance sheet arrangements.

Inflation

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

Environmental Compliance

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

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Midway has an obligation to reclaim its properties after the surface has been disturbed by exploration methods at the site. As of September 30, 2012, we have accrued $15,818 compared to $7,805 at December 31, 2011 related to reclamation and other closure requirements at our properties. These liabilities are covered by a combination of surety bonds and restricted cash totaling $843,077 at September 30, 2012 as compared to $603,062 as of December 31, 2011. We have accrued as a current liability what management believes is the present value of our best estimate of the liabilities as of September 30, 2012; however, it is possible that our obligations may change in the near or long term depending on a number of factors.

Critical accounting policies

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

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

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

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

Related Party Transactions

For the three and nine month periods ended September 30, 2011, we paid consulting fees of nil and $53,901, respectively to a company controlled by the former Chief Financial Officer of the Company for accounting and corporate compliance services. Our former Chief Financial Officer resigned effective March 18, 2011, but, remained as Corporate Secretary until just prior to the Annual General Meeting on May 5, 2011.

On May 19, 2012, we entered into a consulting agreement with its former Chief Executive Officer for a term of twelve months. Under this agreement the former Chief Executive Officer will provide advisory services from time to time to the Company. For the three and nine month periods ended September 30, 2012, we paid consulting fees of $44,244 and $65,177, respectively, to the former Chief Executive Officer under this agreement. As of September 30, 2012 the remaining amount due under the agreement was $108,152.

Included in accounts payable and accrued liabilities, amounts payable to directors and officers at September 30, 2012 and December 31, 2011, were $15,927 and $12,761, respectively.

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

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

None.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q for the three months ended September 30, 2012, an evaluation was carried out under the supervision of and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes to internal control over financial reporting that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There are no material changes from the risk factors previously disclosed in Midway’s Annual Report on Form 10-K for the period ended December 31, 2011, as filed on March 9, 2012 with the SEC.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other information.

None.

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Item 6. Exhibits.

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

Exhibit Number	Description
3.1	Notice of Articles,previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.
3.2	Articles,previously filed with the initial registration statement on Form S-1 filed with the Securities and Exchange Commission on August 6, 2007 and incorporated herein by reference.
4.1	Warrant Indenture dated July 6, 2012, previously filed with the current report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2012, and incorporated herein by reference.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-15(f) of the Exchange Act
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-15(f) of the Exchange Act
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a or 15(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

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

	MIDWAY GOLD CORP.
November 9, 2012	By:	/s/ Kenneth A. Brunk
		Kenneth A. Brunk
		Chairman, Chief Executive Officer President and
		Director
		(Principal Executive Officer)
November 9, 2012	By:	/s/ Fritz K. Schaudies
		Fritz K. Schaudies
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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