Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.1





Exhibit 10.1 

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE
  UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
  REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT
  BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
  WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
  THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
  COMPLIANCE WITH THE ACT.

REGULATION S SUBSCRIPTION AGREEMENT 

THIS AGREEMENT is made effective as of the_______ day
  of ______________________ , 2004. 

BETWEEN: 

___________________________________

  (hereinafter called the "Subscriber") 

OF THE FIRST PART 

AND: 

SILVERADO GOLD MINES LTD., 

  a British Columbia company 

(hereinafter called the “Company") 

OF THE SECOND PART 

THE PARTIES HEREBY AGREE AS FOLLOWS: 

1.               DEFINITIONS
  

1.1              The
  following terms will have the following meanings for all purposes of this Agreement.


"Agreement" shall mean this Agreement,
  and all schedules and amendments to the Agreement. 

“Common Shares” means the
  common shares of the Company without par value. 





	 	"Exchange Act" shall mean the United States Securities
        Exchange Act of 1934, as amended. 

       “Subscriber” shall mean ____________________________________________
        . 

       "Offering" shall mean the offering of the Units by
        the Company. 

       “Purchase Price” means the purchase price
        payable by the Subscriber to the Company in consideration for the purchase
        and sale of the Units in accordance with Section 2.1 of this Agreement.
        

       "SEC" shall mean the United States Securities and
        Exchange Commission. 

       "Securities Act" shall mean the United States Securities
        Act of 1933, as amended. 

       "Shares" means those common shares to be purchased
        by the Subscriber and comprising a portion of the Units; 

       “Unit” means a unit consisting of __________________
        Share and __________________________ Warrant; 

       “Warrant” means one share purchase warrant
        entitling the Holder to purchase one common share of the Company at a
        price of $________ US per share during the _______________________
        period from the date of issue; 

       “Warrant Shares” means the common shares
        issuable upon exercise of the Warrants; 



 1.2                The
  following schedules are attached to and form part of this Agreement:

	 	Schedule A British Columbia Definition of Accredited Investor 

      Schedule B Declaration of Sale Pursuant to Rule 904 of Regulation S 

      Schedule C Form of Escrow Agreement 


 1.3                All
  dollar amounts referred to in this agreement are in United States funds, unless
  expressly stated otherwise. 

 2.                 PURCHASE
  AND SALE OF UNITS 

 2.1 Subject to the terms and conditions of this Agreement,
  the Subscriber hereby subscribes for and agrees to purchase from the Company
  such number of Units as is set forth upon the signature page hereof at a price
  equal to $_________ US per Unit. Upon execution, the subscription by the
  Subscriber will be irrevocable. 

 2.2 The Purchase Price is payable by the Subscriber contemporaneously
  with the execution and delivery of this Subscription Agreement and will be advanced
  to the Company or its solicitors. The Subscriber acknowledges that if the funds
  are advanced to the Company’s solicitors, the solicitors shall release
  such funds to the Company on confirmation by the Company that it will accept
  the subscription. 




2.3 Upon execution by the Company, the Company agrees to sell
  such Units to the Subscriber for the Purchase Price subject to the Company's
  right to sell to the Subscriber such lesser number of Units as it may, in its
  sole discretion, deem necessary or desirable. 

2.4 Any acceptance by the Company of the Subscription is conditional
  upon compliance with all securities laws and other applicable laws of the jurisdiction
  in which the Subscriber is resident. Each Subscriber will deliver to the Company
  all other documentation, agreements, representations and requisite government
  forms required by the lawyers for the Company as required to comply with all
  securities laws and other applicable laws of the jurisdiction of the Subscriber.


2.5 Pending acceptance of this subscription by the Company, all
  funds paid by the Subscriber shall be deposited by the Company and immediately
  available to the Company for its corporate purposes. In the event the subscription
  is not accepted, the subscription funds will constitute a non-interest bearing
  demand loan of the Subscriber to the Company. 

2.6 The Subscriber hereby authorizes and directs the Company
  to deliver the securities to be issued to such Subscriber pursuant to this Agreement
  to the Subscriber’s address indicated on the signature page of this Agreement.


2.7 The Subscriber acknowledges and agrees that the subscription
  for the Units and the Company's acceptance of the subscription is not subject
  to any minimum subscription for the Offering. 

3.               REGULATION
  S AGREEMENTS OF THE SUBSCRIBER 

3.1 The Subscriber represents and warrants to the Company that
  the Subscriber is not a “U.S. Person” as defined by Regulation S of
  the Securities Act and is not acquiring the Units for the account or benefit
  of a U.S. Person. 

A “U.S. Person” is defined
  by Regulation S of the Act to be any person who is: 

	 	(a) 	 any natural person resident in the United States;

	 	 	 
	 	(b) 	 any partnership or corporation organized or incorporated
        under the laws of the United States;

	 	 	 
	 	(c) 	 any estate of which any executor or administrator
        is a U.S. person;

	 	 	 
	 	(d) 	 any trust of which any trustee is a U.S. person;

	 	 	 
	 	(e) 	 any agency or branch of a foreign entity located
        in the United States;

	 	 	 
	 	(f) 	 any non-discretionary account or similar account
        (other than an estate or trust) held by a dealer or other fiduciary organized,
        incorporate, or (if an individual) resident in the United States; and

	 	 	 
	 	(g) 	 any partnership or corporation if:









	 	(i) 	 organized or incorporated under the laws of any foreign
        jurisdiction; and

	 	 	 
	 	(ii) 	 formed by a U.S. person principally for the purpose
        of investing in securities not registered under the Act, unless it is
        organized or incorporated, and owned, by accredited Subscribers [as defined
        in Section 230.501(a) of the Act] who are not natural persons, estates
        or trusts.



3.2 The Subscriber acknowledges that the Subscriber was not in
  the United States at the time the offer to purchase the Units was received.

3.3 The Subscriber acknowledges that the Units, the Shares, the
  Warrants and the Warrant Shares are “restricted securities” within
  the meaning of the Securities Act and will be issued to the Subscriber in accordance
  with Regulation S of the Securities Act. 

3.4 The Subscriber agrees not to engage in hedging transactions
  with regard to the Units, the Shares, the Warrants or the Warrant Shares unless
  in compliance with the Securities Act. 

3.5 The Subscriber and the Company agree that the Company will
  refuse to register any transfer of the Units, the Shares, the Warrants or the
  Warrant Shares not made in accordance with the provisions of Regulation S of
  the Securities Act, pursuant to registration under the Securities Act, pursuant
  to an available exemption from registration, or pursuant to this Agreement.

3.6 The Subscriber agrees to resell the Units, the Shares, the
  Warrants and the Warrant Shares only in accordance with the provisions of Regulation
  S of the Securities Act, pursuant to registration under the Securities Act,
  or pursuant to an available exemption from registration pursuant to the Securities
  Act. 

3.7 The Subscriber agrees not to resell the Units, the Shares,
  the Warrants and the Warrant Shares within the 41 day period from the date of
  the issuance of the Units to the Subscriber. 

3.8 The Subscriber acknowledges and agrees that all certificates
  representing the Units, the Shares, the Warrants and the Warrant Shares will
  be endorsed with the following legend in accordance with Regulation S of the
  Securities Act:




“THE SECURITIES REPRESENTED BY
  THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
  "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
  REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT.
  SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
  EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
  REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
  UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
  UNLESS IN COMPLIANCE WITH THE ACT”. 

3.9 The Subscriber will be entitled to sell the Units, the Shares
  and the Warrants after the expiry of the initial 41 day restrictive period in
  transactions that qualify as “offshore transactions” within the meaning
  of Rule 904 of Regulation S. The Subscriber agrees that the following criteria
  must be satisfied with respect to any sale in reliance of Rule 904 of Regulation
  S: 

	 	(a) 	 the offer of the Securities must not made to a person
        in the United States;

	 	 	 
	 	(b) 	 either : (i) the transaction must be executed in, on
        or through the facilities of the Berlin Stock Exchange, or the Frankfurt
        Stock Exchange, both designated offshore securities markets as defined
        in Regulation S under the 1933 Act, and neither the Subscriber nor any
        person acting on its behalf can have knowledge that the transaction had
        been prearranged with a buyer in the United States; or (ii) at the time
        the buy order for the Securities originates, the buyer must be outside
        the United States; or the Subscriber and any person acting on its behalf
        must reasonably believe that the buyer was outside the United States;

	 	 	 
	 	(c) 	 the sale of the securities must not be executed in,
        on or through the facilities of any securities exchange or over the counter
        market in the United States, including the OTC Bulletin Board.

	 	 	 
	 	(d) 	 no directed selling efforts may be made in the United
        States by the Subscriber, an affiliate of the Subscriber, or any person
        acting on their behalf;

	 	 	 
	 	(e) 	 the Subscriber must not be an “affiliate”
        of the Company, as the term “affiliate” is defined in the Securities
        Act, a “distributor”, as defined in Rule 902(d) of the Securities
        Act or a “dealer”, as defined in Section 2(a)(12) of the Securities
        Act, or an affiliate of or a person acting on behalf of any of the foregoing
        and the Purchaser will not receive a selling concession, fee or other
        remuneration in respect of the sale of the Unit Shares.



3.10 In order to remove the legend from any Units, Shares, Warrants
  or Warrant Shares in order to facilitate sales by the Subscriber in qualifying
  offshore transactions pursuant to Rule 904 of Regulation S, the Company will
  require the delivery of a declaration of the Subscriber in the form of declaration
  attached hereto as Schedule B confirming the satisfaction of each of the above
  conditions in Section 3.09 prior to any legend removal (the “Rule 904 Declaration”)
  and must otherwise be satisfied that the conditions have been satisfied. The
  Company will cause the legend to be removed by Computershare Trust Company of
  Canada, as transfer agent for the Company (the “Transfer Agent”),
  from certificates representing the Shares for any resales pursuant to Rule 904
  of Regulation S after the expiry of the initial forty-one day restrictive period.
  The legend will be removed in one of the following three scenarios, at the election
  of the Subscriber: 

	 	(a)	upon delivery by the Subscriber of certificates representing
        the Shares and the Rule 904 Declaration signed by the Subscriber, the
        Company will submit the certificates to the Transfer Agent with the instruction
        to remove the legend from the certificates and will deliver to the Subscriber
        certificates representing the Shares without legend upon receipt from
        the Transfer Agent; 







 

	 	(b)	the Company will, at the
        request of the Subscriber, deliver to the Transfer Agent the irrevocable
        instruction of the Company to remove the legend from the certificates
        representing the Shares upon expiry of the initial forty-one day restrictive
        period and delivery by the Subscriber of the Rule 904 Declaration to the
        Transfer Agent. In this event, the Subscriber will be entitled to deliver
        the certificates representing the Shares to the Transfer Agent with the
        Rule 904 Declaration and will be delivered certificates representing the
        shares without legend. 

	 	 	
	

	 	(c)	the Company will, at the
        request of the Subscriber, enter into an escrow agreement with a third
        party acceptable to the Company and the Subscriber (an “Escrow Agent”),
        in substantially the form of agreement attached hereto as Schedule C,
        whereby: 

	 	 	
	

	 	 	(i)
	the certificates representing the Shares would be
        delivered to the Escrow Agent together with the irrevocable direction
        of the Company to the Transfer Agent to remove the legend from the certificates
        representing the Shares (the “Letter of Instruction”); 

	 	 	
	

	 	 	(ii)
	the Escrow Agent would agree to hold the certificates
        for the 41 day period from the date of the issuance of the Shares to the
        Subscriber; 

	 	 	
	

	 	 	(iii)
	After the expiry of the minimum forty-one day period,
        the Escrow Agent would agree to deliver the certificates and the Letter
        of Instruction to the Transfer Agent upon delivery by the Subscriber of
        the Rule 904 Declaration. Upon receipt of replacement share certificates
        without the restrictive legend, the Escrow Agent would deliver the replacement
        share certificates to the Subscriber; 

	 	 	
	

	 	 	(iv)
	The Escrow Agent will deliver the certificates to
        the Subscriber upon the expiry of the one year period from the date of
        the Subscription Agreement in the event that the certificates have not
        been released to the Subscriber by such date. In this event, the Letter
        of Instruction would be delivered to the Company; 

	 	 	
	

	 	 	(v)
	The Subscriber would be entitled to demand delivery
        of the certificates representing the Shares at any time without delivery
        of the Rule 904 declaration and in this event the certificates representing
        the shares would be delivered to the Subscriber, with the restrictive
        legend endorsed thereon, and the Letter of Instruction would be delivered
        to the Company. 



The Company further agrees to enter into similar arrangements
  on the terms outlined above with respect to any Warrant Shares that may be issued
  upon exercise by the Subscriber of any Warrants. 

4.               REPRESENTATIONS
  AND WARRANTIES OF THE SUBSCRIBER 

The Subscriber, represents and warrants to the Company as follows,
  and acknowledges that the Company is relying upon such covenants, representations
  and warranties in connection with the sale of the Units to such Subscriber:





 4.1 The Subscriber is an investor in securities of companies
  in the development stage and acknowledges that it is able to fend for itself,
  can bear the economic risk of its investment, and has such knowledge and experience
  in financial or business matters such that it is capable of evaluating the merits
  and risks of the investment in the Units. The Subscriber can bear the economic
  risk of this investment, and was not organized for the purpose of acquiring
  the Units. 

 4.2 The Subscriber has had full opportunity to review the
  Company’s filings with the SEC pursuant to the Securities Exchange Act
  of 1934, including the Company’s annual reports on Form 10-KSB and quarterly
  reports on Form 10-QSB, and additional information regarding the business and
  financial condition of the Company. The Subscriber believes it has received
  all the information it considers necessary or appropriate for deciding whether
  to purchase the Units. The Subscriber further represents that it has had an
  opportunity to ask questions and receive answers from the Company regarding
  the terms and conditions of the Offering and the business, properties, prospects
  and financial condition of the Company. The Subscriber has had full opportunity
  to discuss this information with the Subscriber’s legal and financial advisers
  prior to execution of this Agreement. 

 4.3. The Subscriber acknowledges that the offering of the
  Units by the Company has not been reviewed by the SEC and that the Units are
  being issued by the Company pursuant to an exemption from registration under
  the Securities Act. 

 4.4 The Subscribers understands that the Units it is purchasing
  are characterized as "restricted securities" under the Securities Act inasmuch
  as they are being acquired from the Company in a transaction not involving a
  public offering and that under such laws and applicable regulations such securities
  may be resold without registration under the Securities Act only in certain
  limited circumstances. In this connection, the Subscriber represents that it
  is familiar with SEC Rule 144, as presently in effect, and understands the resale
  limitations imposed thereby and by the Securities Act. 

 4.5 The Units will be acquired by the Subscriber for investment
  for the Subscriber's own account, not as a nominee or agent, and not with a
  view to the resale or distribution of any part thereof, and that the Subscriber
  has no present intention of selling, granting any participation in, or otherwise
  distributing the same. The Subscriber does not have any contract, undertaking,
  agreement or arrangement with any person to sell, transfer or grant participations
  to such person or to any third person, with respect to any of the Units. 

 4.6 An investment in the Company is highly speculative and
  only Subscribers who can afford the loss of their entire investment should consider
  investing in the Company and the Units. The Subscriber is financially able to
  bear the economic risks of an investment in the Company. 

 4.7 The Subscriber recognizes that the purchase of the Units
  involves a high degree of risk in that the Company is in the early stages of
  development of its business and may require substantial funds in addition to
  the proceeds of this private placement. 

 4.8 The Subscriber is not aware of any advertisement of the
  Units. 

 4.9 This Agreement has been duly authorized, validly executed
  and delivered by the Subscriber.




 4.10 The Subscriber has satisfied himself or herself as to
  the full observance of the laws of his or her jurisdiction in connection with
  any invitation to subscribe for the Units or any use of this Agreement, including
  (i) the legal requirements within his jurisdiction for the purchase of the Units;
  (ii) any foreign exchange restrictions applicable to such purchase; (iii) any
  governmental or other consents that may need to be obtained; (iv) the income
  tax and other tax consequences, if any, that may be relevant to an investment
  in the Units; and (v) any restrictions on transfer applicable to any disposition
  of the Units imposed by the jurisdiction in which the Subscriber is resident.


 5.               
  BRITISH COLUMBIA MATTERS 

 5.1 The Subscriber represents and warrants to the Company
  that the Subscriber is an “Accredited Investor” as defined by Subsection
  1.1 of Multilateral Instrument 45-103 adopted by the British Columbia Securities
  Commission and as outlined in Schedule A attached to this Subscription Agreement.


 5.2 The Subscriber represents and warrants to the Company
  that the Subscriber is not a resident of British Columbia. 

 5.3 The Subscriber acknowledges that the Shares, the Warrants
  and the Warrant Shares may not be sold or otherwise disposed of for value in
  British Columbia, except pursuant to either a prospectus or statutory exemption
  available only in specific and limited circumstances.

 6.               MISCELLANEOUS
  

 6.1 Any notice or other communication given hereunder shall
  be deemed sufficient if in writing and sent by registered or certified mail,
  return receipt requested, addressed to the Company, at its head office at Suite
  505, 1111 West Georgia Street, Vancouver British Columbia V6E 4M3, Attention:
  Mr. Garry Anselmo, President, and to the Subscriber at his/her address indicated
  on the last page of this Subscription Agreement. Notices shall be deemed to
  have been given on the date of mailing, except notices of change of address,
  which shall be deemed to have been given when received. 

 6.2 The parties agree to execute and deliver all such further
  documents, agreements and instruments and take such other and further action
  as may be necessary or appropriate to carry out the purposes and intent of this
  Subscription Agreement. 




6.3 This Agreement will be governed by and construed in accordance
  with the laws of the Province of British Columbia applicable to contracts made
  and to be performed therein. The parties hereby submit to personal jurisdiction
  in the Courts of the Province of British Columbia for the enforcement of this
  Agreement and waive any and all rights under the laws of any state to object
  to jurisdiction within the Province of British Columbia for the purposes of
  litigation to enforce this Agreement. 

IN WITNESS WHEREOF, this Subscription Agreement
  is executed as of the day and year first written above. 

	Number of Units Subscribed For: 	 
	  	 
	Signature of Subscriber: 	 
	 	 
	Name of Subscriber: 	 
	 	 
	Address of Subscriber: 	 
	  
	  
	ACCEPTED BY: 
	SILVERADO GOLD MINES LTD. 
	 
	Signature of Authorized Signatory: 	 
	 	 
	Name of Authorized Signatory: 	 
	 	 
	Position of Authorized Signatory: 	 
	 	 
	Date of Acceptance: 	 







 SCHEDULE A 

  BRITISH COLUMBIA DEFINITION OF “ACCREDITED INVESTOR” 

 “Accredited Investor” means: 

	 (a) 	 a Canadian financial institution, or an authorized
        foreign bank listed in Schedule III of the Bank Act (Canada);

	 	 
	 (b) 	 the Business Development Bank of Canada incorporated
        under the Business Development Bank of Canada Act (Canada);

	 	 
	 (c) 	 an association under the Cooperative Credit Associations
        Act (Canada) located in Canada;

	 	 
	 (d) 	 a subsidiary of any person or company referred to
        in paragraphs (a) to (c), where the person or company owns all of the
        voting securities of the subsidiary, except the voting securities required
        by law to be owned by directors of that subsidiary;

	 	 
	 (e) 	 a person or company registered under the securities
        legislation, or under the securities legislation of another jurisdiction
        of Canada, as an adviser or dealer, other than a limited market dealer
        registered under the Securities Act (Ontario);

	 	 
	 (f) 	 an individual registered or formerly registered under
        the securities legislation, or under the securities legislation of another
        jurisdiction of Canada, as a representative of a person or company referred
        to in paragraph (e);

	 	 
	 (g) 	 the government of Canada or a province, or any crown
        corporation or agency of the government of Canada or a province;

	 	 
	 (h) 	 a municipality, public board or commission in Canada;

	 	 
	 (i) 	 any national, federal, state, provincial, territorial
        or municipal government of or in any foreign jurisdiction, or any agency
        of that government;

	 	 
	 (j) 	 a pension fund that is regulated by either the Office
        of the Superintendent of financial Institutions (Canada) or a provincial
        pension commission or similar regulatory authority;

	 	 
	 (k) 	 a registered charity under the Income Tax Act (Canada);

	 	 
	 (l) 	 an individual who, either alone or jointly with a
        spouse, beneficially owns, directly or indirectly, financial assets having
        an aggregate realizable value that before taxes, but net of any related
        liabilities, exceeds $1,000,000;

	 	 
	 (m) 	 an individual whose net income before taxes exceeded
        $200,000 in each of the two most recent years or whose net income
        before taxes combined with that of a spouse exceeded $300,000 in each
        of the two most recent years and the current year;

	 	 
	 (n) 	 a corporation, limited partnership, limited liability
        partnership, trust or estate, other than a mutual fund or non-redeemable
        investment fund, that had net assets of at least $5,000,000 as shown
        on its most recently prepared financial statements;

	 	 
	 (o) 	 a mutual fund or non-redeemable investment fund that,
        in the local jurisdiction, distributes its securities only to persons
        or companies that are accredited investors;

	 	 
	 (p) 	 a mutual fund or non-redeemable investment fund that,
        in the local jurisdiction, distributes its securities under a prospectus
        for which the regulator has issued a receipt;

	 	 
	 (q) 	 an entity organized in a foreign jurisdiction that
        is analogous to any of the entities referred to in paragraphs (a) through
        (e) and paragraph (j) in form and function; or

	 	 
	(r)	a person or company in respect of which all of the owners of interests,
      direct or indirect, legal or beneficial, are persons or companies that are
      accredited investors.







SCHEDULE B 

  DECLARATION OF SALE PURSUANT TO RULE 904 OF 

  REGULATION S OF THE SECURITIES ACT OF 1933 

	TO: 	SILVERADO GOLD MINES LTD. 
	  	a British Columbia company 
	  	(the “Company”) 
	  	  
	TO: 	COMPUTERSHARE TRUST COMPANY OF CANADA 
	  	as transfer agent for the Common Shares of the Company 


The undersigned security holder of the Company (the “Security
  Holder”) makes this declaration in connection with the sale of the securities
  of the Company described below in reliance on Rule 904 of Regulation S under
  the United States Securities Act of 1933, as amended (the "Securities
  Act"). The Security Holder certifies that: 

1. The Security Holder is not an “affiliate” of the
  Company, as the term “affiliate” is defined in the Securities Act,
  a “distributor”, as defined in Rule 902(d) of the Securities Act or
  a “dealer”, as defined in Section 2(a)(12) of the Securities Act,
  or an affiliate of or a person acting on behalf of any of the foregoing and
  the Security Holder will not receive a selling concession, fee or other remuneration
  in respect of the sale of the Securities; 

2. The offer of the Securities that resulted in the sale was
  not made to a person in the United States; 

3. Either : (i) The transaction was executed in, on or through
  the facilities of the Berlin Stock Exchange, or the Frankfurt Stock Exchange,
  both designated offshore securities markets as defined in Regulation S under
  the 1933 Act, and neither the seller nor any person acting on its behalf knows
  or knew that the transaction had been prearranged with a buyer in the United
  States; or (ii) At the time the buy order is originated, the buyer was outside
  the United States; or the Security Holder and any person acting on its behalf
  reasonably believe that the buyer was outside the United States; 

4. The transaction was not executed in, on or through the facilities
  of any securities exchange or over the counter market in the United States,
  including the NASD Over the Counter Bulletin Board;

5. Neither the Security Holder nor any affiliate of the Security
  Holder nor any person acting on any of their behalf has engaged or will engage
  in any directed selling efforts in the United States in connection with the
  offer and sale of such securities, as the term “directed selling efforts”
  is defined in Regulation S of the Securities Act; and 

6. The contemplated sale of the Securities is not a transaction,
  or part of a series of transactions which, although in technical compliance
  with Regulation S, is part of a plan or scheme to evade the registration provisions
  of the Securities Act.

	Number of Securities: 	 
	 
	Description of Securities: 	 
	 
	Date of Declaration: 	 
	 
	Signature of Security Holder: 	 
	 
	Name of Security Holder: 	 







SCHEDULE C 

  ESCROW AGREEMENT 

This agreement (the “Escrow Agreement”) dated the ____
  day of _______________, ______made: 

	BETWEEN: 	_______________________________ 

      (the “Escrow Agent”) 
	 	 
	AND: 	SILVERADO GOLD MINES LTD.

      A British Columbia company 

      (the “Company”) 
	 	 
	AND TO:	 _______________________________ 

      (the “Subscriber”) 


WHEREAS: 

	 	A. 	 The Company and the Subscriber have entered into a subscription
        agreement dated the ____ day of _______________, ______ (the “Subscription
        Agreement”).

	 	 	 
	 	B. 	 The Company and the Subscriber have agreed to enter
        into this Escrow Agreement as contemplated in the Subscription Agreement.



THIS AGREEMENT WITNESSES THAT: 

The Escrow Agent acknowledges receipt of the following documents
  delivered pursuant to a subscription agreement between the Company and the Subscriber
  (the “Escrow Documents”): 

	 	1. 	 certificates representing 

        ______________________

        common shares of the Company in the name of the Subscriber (the “Certificates”);
        and

	 	 	 
	 	2. 	 the irrevocable written instruction of the Company to
        Computershare Trust Company of Canada, the transfer agent for the Company
        (the “Transfer Agent”) to remove the legend from the Certificates
        (the “Letter of Instruction”).



The Escrow Agent agrees to hold the Escrow Documents on the following
  terms and subject to the following conditions: 





	 	1. 	 The Escrow Agent agrees will hold the Certificates for
        a minimum period of forty-one (41) days prior to delivery of the Certificates
        to the Subscriber, subject to paragraph 4 below;

	 	 	 
	 	2. 	 After the expiry of the minimum forty-one day period,
        the Escrow Agent will deliver the Certificates and the Letter of Instruction
        to the Transfer Agent upon delivery by the Subscriber of the “Declaration
        of Sale Pursuant to Rule 904 of the Securities Act of 1933”, in the
        form attached as Schedule B to the Subscription Agreement and attached
        hereto as Schedule A (the “Rule 904 Declaration”). Upon receipt
        of replacement share certificates without the restrictive legend, the
        Escrow Agent will deliver the replacement share certificates to the Subscriber;

	 	 	 
	 	3. 	 The Escrow Agent will deliver the Certificates to the
        Subscriber upon the expiry of the one year period from the date of the
        Subscription Agreement in the event that the Certificates have not been
        released to the Subscriber by such date. In this event, the Letter of
        Instruction will be delivered to the Company;

	 	 	 
	 	4. 	 The Subscriber is entitled to demand delivery of the
        certificates representing the Shares at any time without delivery of the
        Rule 904 Declaration and in this event the certificates representing the
        Shares would be delivered to the Subscriber, with the restrictive legend
        endorsed thereon, and the Letter of Instruction would be delivered to
        the Company.



The Escrow Agent acknowledges that the shares represented by
  the Certificates have been issued without registration pursuant to Regulation
  S of the Securities Act of 1933 (the “Securities Act”) and this Escrow
  Agreement has been entered into in order to ensure that any resale of the shares
  represented by Certificates is completed in accordance with Regulation S of
  the Securities Act .

	SILVERADO GOLD MINES LTD. 	 
	 
	Signature of Authorized Signatory: 	 
	 
	Name of Authorized Signatory: 	 
	 
	 Position of Authorized Signatory: 
	 
	  
	NAME OF ESCROW AGENT: 	 
	 
	Signature of Authorized Signatory: 	 




	Name of Authorized Signatory: 	 
	 	 
	Position of Authorized Signatory: 	 
	  	 
	NAME OF SUBSCRIBER: 	 
	 	 
	Signature of Authorized Signatory: 	 
	 	 
	Name of Authorized Signatory: 	 
	 	 
	Position of Authorized Signatory: