Corporate Governance

• Code of Ethics (PDF, 21KB)

• Corporate Governance (PDF, 21KB)

• Nominating Committee (PDF, 28KB)

• Audit Committee Charters (PDF, 27KB)
  
  In Canada, the Company is listed for trading on the TSX Venture Exchange ("TSX-V") and is subject to the corporate governance requirements of the TSX-V and the Business Corporations Act (British Columbia). In the USA the Company is listed for trading on the NYSE Amex ("Amex"). Pursuant to Section 110 of the Amex Company Guide ("Company Guide") the Company is required to report the difference between Company Guide Sections 711 and 713 and the Canadian requirements applicable to the Company:
  
  Shareholder Approval of Certain Transactions: The Amex Company Guide provides that shareholder approval is required as a prerequisite to approval of applications to list additional shares where the additional shares to be issued in connection with a transaction (together, if applicable, with shares sold by officers, directors or principal shareholders) is equal to 20% or more of the presently outstanding stock of the Company and the issue price is less than the greater of book or market value of the stock. The Amex Company Guide further provides that, subject to certain exceptions, shareholder approval is required for the issuance of shares in a transaction to officers and directors at below market value. The TSX-V Corporate Finance Manual provides that shareholder approval of a private placement is required where the placement would result in a change of control of the Company or creation of a new "control person", defined under applicable securities rules as being one or more persons holding more than 20% of voting rights attached to all outstanding voting securities of the Company. The Company's recent private placement of units of the Company in November 2008 was completed pursuant to the requirements of the TSX-V Corporation Finance Manual. As the recent private placement of the Company did not result in a change of control of the Company or in the creation of a new control person of the Company shareholder approval was not required. The Company was granted an exemption from the requirements of the Amex Company Guide pursuant to Section 110 thereof.
  
  Complaint Procedure
  
  Procedures for reporting accounting, internal accounting controls and audit related complaints.
  
  The Audit Committee of Midway Gold Corp. has approved the following procedures for receipt of complaints regarding accounting, internal accounting controls or audit related matters.
  
  Midway's Code of Business Conduct and Ethics provides that employees may report any concerns regarding accounting, internal accounting controls or audit related matters to the Chairman of the Audit Committee who will communicate the concerns to the Audit Committee. Any non-employees may also report a complaint regarding accounting, internal accounting controls or audit related matters in writing, addressed to the Chairman of the Audit Committee of Midway Gold Corp. at the address set out below:
  
  Chair of the Audit Committee
  George Hawes
  390 Plandome Road
  Manhasset, NY 11030
  Phone: 516-627-5556
  Fax: 516-627-2612