Summary of MIDWAY GOLD CORP

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 April 1, 2009, 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. 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. 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.

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 1993, 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 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 second quarter ended June 30, 2009 and up to August 10, 2009, the date of this Quarterly Report filed on Form 10Q are described in further detail below.

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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 second quarter 2009:

On April 7, 2009 the Company filed a NI 43-101 technical report on the Spring Valley Inferred Resource. The new inferred resource is estimated at 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 June 25, 2009 the Company announced a Golden Eagle Indicated Resource estimated at 31.9 million tons grading 0.055 ounce per ton gold containing 1,769,000 ounces of gold and Inferred Resources estimated at 5.1 million tons grading 0.038 ounce per ton gold containing 194,000 ounces of gold, both reported at a 0.020 cutoff.

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

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", as defined in accordance with NI 43-101. US investors 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.

A summary of operations for the six months ended June 30, 2009 and up to August 10, 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 the 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 resource 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, who are the Qualified Persons responsible for the resource.

The property is currently operating under an exploration, development, and mine operating agreement with Barrick Gold Exploration Inc, a wholly owned subsidiary of Barrick Gold Corporation.

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. Higher grade composites between 0.25 and 1.0 opt were given a restricted range of 100 feet to limit high grade influences. A density of 12.6 cubic feet per short ton was applied to all bedrock material, and 14.0 cubic feet per short ton was applied to alluvium overburden. A three dimensional block model was generated using Surpac®, a commercially available mine planning software package. Composited assays were used to estimate tons and gold grades within domains using an inverse distance cubed (ID3) estimation method. Resources reported are included within a Lerchs-Grossmann (L-G) optimization shell using a $715 per ounce gold price. The L-G shell is an economic test that simulates a break even pit using current mining costs.

The Company expended $93,918 on the Spring Valley project in the six months ended June 30, 2009 which includes $39,059 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 $351,424 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 June 30, 2009 the Company had an amounts receivable of $64,471 for recoverable salaries and expenses from Barrick for the Spring Valley project.
This balance was paid subsequent to June 30, 2009.

See Midway press release dated 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 six months ended June 30, 2009 at a cost of $163,275 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.

Republic Gold Trend

Golden Eagle Project, Ferry County, Washington

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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The Golden Eagle property is approximately 339.56 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 2009 Midway expanded its land position by staking additional ground and acquiring additional land.

On June 25, 2009 the Company announced an Indicated Resource estimated at 31.9 million tons grading 0.055 ounce per ton gold containing 1,769,000 ounces of gold and Inferred Resources estimated at 5.1 million tons grading 0.038 ounce per ton gold containing 194,000 ounces of gold at a cut-off grade of 0.02 ounce per ton gold using a $750 Lerchs-Grossman optimization shell.

The resource estimate is compliant with Canada's NI 43-101 and with CIM Definition Standards for Mineral Resources and Mineral Reserves. It was conducted under the supervision of Eric Chapman (M.Sc., C.Geol), Snowden Mining Industry Consultants Inc., Don Harris (M.Sc., CPG) MGC Resources, and Thom Seal (PhD, PE), Principal and Metallurgist, Differential Engineering Inc. who are the Qualified Persons responsible for the technical report.

See Midway press release, June 25, 2009 at www.midwaygold.com,

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", as defined in accordance with NI 43-101. US investors 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 resource estimate includes verified drill results from 204 historic holes that were available up to May 1, 2009. Verification was completed by comparison of gold values to laboratory certificates and drill logs obtained from historic operators of the project. Only gold values that had laboratory certificates or drill log verification were used in the resource estimate. Mineralized domains were established by interpretation of geological, structural and assay information on sections and plans. Assays within the domains were composited into 5 foot intervals. Search distances and directions were established using spherical variograms on the composites within the domains. A capping threshold of 0.10 to 0.50 opt gold was utilized depending upon the domain, and assays greater than the capping threshold would be set to that value. Less than 0.2% of the samples were affected by the capping. A density factor of 13.7 cubic feet per short ton (ft3/st) was applied to the mineralized bedrock material, and 13.5 to 14.3 ft3/st was applied to surrounding bedrock. A tonnage factor of 15.1 ft3/st was applied to overlying glacial till. A three dimensional block model was generated using Datamine®, a commercially available mine planning software package. Composited assays were used to estimate tons and gold grades within domains using an ordinary kriging estimation methodology. Resources reported are included within a Lerchs-Grossmann (L-G) optimization shell, which was generated using a $750 per ounce gold price and 85% gold recovery. The L-G shell is an economic test that simulates a break-even pit using current mining costs.

A Technical Report by Snowden Mining Industry Consultants supporting disclosure of this mineral resource will be filed on Sedar by August 10, 2009. The Technical Report updates the project as of May 1, 2009, and outlines work on the resource and progress to date.

Results of operations for the six months ended June 30, 2009 compared to the six months ended June 30, 2008

The net loss for the six months ended June 30, 2009 was $1,737,957 (2008 - $7,245,517). 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 six months ended June 30, 2009 was $422,359 (2008 - $6,321,363). 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 $156,305 (2008 - $162,209).

Investor relations and travel costs combined were $119,995 for the six months ended June 30, 2009 (2008 - $176,481). 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 increased to $396,585 for the six months ended June 30, 2009 compared to $142,604 for the six months ended June 30, 2008 as the Company investigates and evaluates business opportunities.

Director's fees and salaries and benefits of $701,974 (2008 - $622,117) are payments to the Company's non-management directors and Midway's staff based in Helena, Montana. In the six months ended June 30, 2009 directors fees paid or accrued were $10,845 (2008 - $63,652). Salaries and benefits paid in the six months ended June 30, 2009 were $691,129 (2008 - $558,465). However in US dollar terms the salaries paid in the six months ended June 30, 2009 were US$299,635 compared to US$383,491 in the six months ended June 30, 2008. The category also includes the estimated fair value of stock based compensation for . . .