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

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

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

Overview

Company Overview

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

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

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

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

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

[[Image Removed: [midway10q051209023.gif]]]

Qualified Person

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

Highlights for the first quarter 2009:

·

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

·

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

·

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

·

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

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

Midway's Nevada Properties

Humboldt Gold Trend

Spring Valley Property, Pershing County, Nevada

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

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

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

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

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

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

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

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

Exploration, Development and Mine Operating Agreement

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

Exploration Period

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

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

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

Joint Venture

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

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

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

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

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

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

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

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

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

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

Round Mountain Gold Trend

Midway Property, Nye County, Nevada

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

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

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

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

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Golden Eagle Project, Ferry County, Washington

The Golden Eagle property is approximately 211 acres of private land located in Ferry County, Washington. The property is accessed by driving two miles northwest of the town of Republic, Washington along the Knob Hill county road.

In 2008, Midway acquired 100% of the Golden Eagle project and began compiling and reviewing the historic database of 847 drill holes containing 165,775 feet of mostly core drilling (74%), to create a modern gold model. In 1996, Santa Fe Pacific Gold estimated that the Golden Eagle deposit contained 32.19 million tons grading 0.069 ounce per ton (opt) gold in a historic resource as part of an internal scoping study. A qualified person has not reviewed this resource and the historical estimate should not be relied upon. The project is comprised entirely of private land in the historic Republic gold district.

Efforts in 2009 will primarily be conducted by Midway staff and funded from working capital and will be directed toward key issues, including metallurgy testing, for moving the project towards a new scoping study, including a NI 43-101 compliant resource, high-grade target identification, evaluation of processing methods, and reviewing permitting. Staff has completed compiling and reviewing the historic data base and has created a modern three dimensional gold model in Surpac. In the three months ended March 31, 2009 the Company incurred $11,640 of costs related to these activities.

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

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

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

Significant differences in costs between the periods are as follows:

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

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

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

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

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

                    Summary of Quarterly Results (Unaudited)



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

Notes and Factors Affecting Comparability of Quarters:

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

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

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

As of May 8, 2009, there are 4,052,500 stock options at prices ranging from . . .