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 as of this ___________________________________________________
  day of , 2006.

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 one Share and 1⁄2 a “Warrant”.

“Warrant” means the subscriber
  will be entitled to purchase 1 additional common share of the Company at a price
  of $US 0.12 per share during the 2 year period from the
  closing of this offering by surrendering one full warrant to the Company;

“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

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 $0.06
  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 be returned to the Subscriber by 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

3.1.1      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 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”.




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: 	Garry L. Anselmo 
	 	 
	Position of Authorized Signatory: 	President 
	  	
	Date of Acceptance: 	2006
    







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.