---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

**x******Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period endedAugust 31, 2004

** ̈******Transition
  Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 
  For the transition period _____________ to _____________

Commission File Number 0-12132

SILVERADO GOLD MINES LTD.
  (Exact name of small Business Issuer as specified in its charter)

|BRITISH COLUMBIA                                | 98-0045034                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|Suite 505, 1111 West Georgia Street             |                                  
|Vancouver, British Columbia                     |                                  
|Canada                                          | V6E 4M3                          
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuer's telephone number, including area code: | 604-689-1535                     

None 
  (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days **x******Yes** ̈******
  No

State the number of shares outstanding of each of the issuer's
  classes of common stock, as of the latest practicable date: 209,134,587 common
  shares, no par value outstanding as of October 18, 2004.

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Consolidated Balance Sheets 
  (Expressed in United States Dollars)

|                                                           |   | August 31,  |   |   | November 30, |  
|---------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                           |   | 2004        |   |   | 2003         |  
|                                                           |   | (unaudited) |   |   |              |  
|Assets                                                     |   |             |   |   |              |  
|Current assets:                                            |   |             |   |   |              |  
|Cash and cash equivalents                                  | $ | 21,099      |   | $ | 397,290      |  
|Gold inventory                                             |   | 188,969     |   |   | 100,519      |  
|Accounts receivable                                        |   | 11,737      |   |   | 23,093       |  
|                                                           |   | 221,805     |   |   | 520,902      |  
|                                                           |   |             |   |   |              |  
|Exploration advances                                       |   | 140,354     |   |   | 118,889      |  
|Mineral properties                                         |   | 7,734,876   |   |   | 6,690,362    |  
|Buildings, plant and equipment                             |   | 2,633,355   |   |   | 2,926,663    |  
|                                                           |   |             |   |   |              |  
|                                                           | $ | 10,730,390  |   | $ | 10,256,816   |  
|                                                           |   |             |   |   |              |  
|Liabilities and Stockholders' Equity                       |   |             |   |   |              |  
|Current liabilities:                                       |   |             |   |   |              |  
|Accounts payable and accrued
      liabilities             |   | 560,058     |   |   | 594,840      |  
|Loans payable secured by
      gold inventory              |   | 7,873       |   |   | 7,873        |  
|Mineral claims payable                                     |   | 240,000     |   |   | 240,000      |  
|Debentures, current portion
      (note 6 (a))             |   | 180,802     |   |   | 193,303      |  
|Current portion of
      capital lease obligation (note 7) |   | 432,848     |   |   | 594,085      |  
|                                                           |   | 1,421,581   |   |   | 1,630,101    |  
|                                                           |   |             |   |   |              |  
|Debentures (note 6 (a))                                    |   | -           |   |   | 194,142      |  
|Capital lease obligations (note 7)                         |   | 503,780     |   |   | 641,492      |  
|                                                           |   | 1,925,361   |   |   | 2,465,735    |  
|Stockholders' equity:                                      |   |             |   |   |              |  
|Common stock:                                              |   |             |   |   |              |  
|Authorized: 200,000,000 common shares                      |   |             |   |   |              |  
|with no par value                                          |   |             |   |   |              |  
|Issued and outstanding:                                    |   |             |   |   |              |  
|August 31, 2004  198,197,523                              |   | 66,803,216  |   |   |              |  
|November 30, 2003  146,027,352                            |   |             |   |   | 63,568,652   |  
|Additional paid-in capital                                 |   | 464,314     |   |   | 464,314      |  
|Shares to be issued                                        |   | 135,000     |   |   | 115,000      |  
|Deferred compensation                                      |   | (15,822     | ) |   | (77,712      | )
|Accumulated deficit                                        |   | (58,581,679 | ) |   | (56,279,173  | )
|                                                           |   | 8,805,029   |   |   | 7,791,081    |  
|                                                           |   |             |   |   |              |  
|                                                           | $ | 10,730,390  |   | $ | 10,256,816   |  

Continuing operations (note 2)
  Subsequent events (note 8) 
  See accompanying notes to unaudited consolidated financial statements.

1

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Consolidated Statements of Operations
  (Expressed in United States Dollars)

|                                               |   | Nine months     |   |   | Nine months     |  
|---------------------------------------------- | - | --------------- | - | - | --------------- | -
|                                               |   | ended           |   |   | ended           |  
|                                               |   | August 31, 2004 |   |   | August 31, 2003 |  
|                                               |   | (unaudited)     |   |   | (unaudited)     |  
|                                               |   |                 |   |   |                 |  
|                                               |   |                 |   |   |                 |  
|Expenses:                                      |   |                 |   |   |                 |  
|                                               |   |                 |   |   |                 |  
|Accounting and audit                           | $ | 49,429          |   | $ | 22,075          |  
|Advertising and promotion                      |   | 188,768         |   |   | 355,153         |  
|Consulting fees                                |   | 560,382         |   |   | 424,206         |  
|Depreciation                                   |   | 198,178         |   |   | 197,956         |  
|General exploration                            |   | 219,115         |   |   | 411,473         |  
|Interest on debentures                         |   | 10,390          |   |   | 46,174          |  
|Legal                                          |   | 92,012          |   |   | 48,513          |  
|Loss (gain) on foreign exchange                |   | 1,654           |   |   | (51,010         | )
|Management services from
      related party   |   | 493,068         |   |   | 286,500         |  
|Office expenses                                |   | 341,345         |   |   | 456,453         |  
|Other interest and bank
      charges          |   | 57,624          |   |   | 3,354           |  
|Reporting and investor relations               |   | 10,434          |   |   | 10,869          |  
|Research                                       |   | 55,386          |   |   | 148,465         |  
|Transfer agent fees
      and mailing expenses |   | 27,395          |   |   | 18,163          |  
|                                               |   | 2,305,180       |   |   | 2,378,344       |  
|                                               |   |                 |   |   |                 |  
|Interest and other income                      |   | 2,674           |   |   | 4,192           |  
|                                               |   |                 |   |   |                 |  
|Loss for the period                            | $ | (2,302,506      | ) | $ | (2,374,152      | )
|                                               |   |                 |   |   |                 |  
|Loss per share - basic and diluted             | $ | (0.01           | ) | $ | (0.02           | )
|Weighted average number of                     |   |                 |   |   |                 |  
|common
      shares outstanding                |   | 179,573,077     |   |   | 110,668,396     |  

2

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Consolidated Statements of Operations
  (Expressed in United States Dollars)

|                                               |   | Three months    |   |   | Three months    |  
|---------------------------------------------- | - | --------------- | - | - | --------------- | -
|                                               |   | ended           |   |   | ended           |  
|                                               |   | August 31, 2004 |   |   | August 31, 2003 |  
|                                               |   | (unaudited)     |   |   | (unaudited)     |  
|                                               |   |                 |   |   |                 |  
|                                               |   |                 |   |   |                 |  
|Expenses:                                      |   |                 |   |   |                 |  
|                                               |   |                 |   |   |                 |  
|Accounting and audit                           | $ | 15,199          |   | $ | 8,099           |  
|Advertising and promotion                      |   | 61,373          |   |   | 83,042          |  
|Consulting fees (recovery)                     |   | 61,657          |   |   | (486,808        | )
|Depreciation                                   |   | 66,220          |   |   | 68,732          |  
|General exploration                            |   | 47,721          |   |   | 341,257         |  
|Interest on debentures                         |   | 1,946           |   |   | 10,005          |  
|Legal                                          |   | 51,757          |   |   | 6,956           |  
|Loss (gain) on foreign exchange                |   | (46,459         | ) |   | 12,978          |  
|Management services from
      related party   |   | 168,693         |   |   | 136,090         |  
|Office expenses                                |   | 109,142         |   |   | 17,183          |  
|Other interest and bank
      charges          |   | 21,097          |   |   | 1,153           |  
|Reporting and investor relations               |   | 2,591           |   |   | 5,307           |  
|Research                                       |   | 28,386          |   |   | 41,138          |  
|Transfer agent fees
      and mailing expenses |   | 4,584           |   |   | 6,836           |  
|                                               |   | 593,907         |   |   | 251,968         |  
|                                               |   |                 |   |   |                 |  
|Interest and other income                      |   | 635             |   |   | 7               |  
|                                               |   |                 |   |   |                 |  
|Loss for the period                            | $ | (593,272        | ) | $ | (251,961        | )
|                                               |   |                 |   |   |                 |  
|Loss per share - basic and diluted             | $ | (0.01           | ) | $ | (0.01           | )
|Weighted average number of                     |   |                 |   |   |                 |  
|common
      shares outstanding                |   | 196,964,585     |   |   | 111,434,601     |  

3

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Consolidated Statements of Cash Flows 
  (Expressed in United States Dollars)

|                                                                 |   | Nine months     |   |   | Nine months     |  
|---------------------------------------------------------------- | - | --------------- | - | - | --------------- | -
|                                                                 |   | ended           |   |   | ended           |  
|                                                                 |   | August 31, 2004 |   |   | August 31, 2003 |  
|                                                                 |   | (unaudited)     |   |   | (unaudited)     |  
|                                                                 |   |                 |   |   |                 |  
|Cash provided by (used in):                                      |   |                 |   |   |                 |  
|                                                                 |   |                 |   |   |                 |  
|Operating activities:                                            |   |                 |   |   |                 |  
|Loss for the period                                              | $ | (2,302,506      | ) | $ | (2,374,153      | )
|Adjustments to reconcile loss to net cash used by operating      |   |                 |   |   |                 |  
|activities                                                       |   |                 |   |   |                 |  
|Depreciation, an item not
      involving cash                   |   | 198,178         |   |   | 197,956         |  
|Stock issued for services                                        |   | 378,030         |   |   | 396,109         |  
|Stock issued for interest                                        |   | 5,789           |   |   | 29,425          |  
|Changes in non-cash operating
      working capital:             |   |                 |   |   |                 |  
|Accounts receivable                                              |   | 11,356          |   |   | (1,246          | )
|Gold Inventory                                                   |   | (88,450         | ) |   | (64,810         | )
|Accounts payable and accrued liabilities                         |   | (34,782         | ) |   | (81,577         | )
|Decrease in mineral claims payable                               |   | -               |   |   | (140,000        | )
|                                                                 |   | (1,832,385      | ) |   | (2,038,296      | )
|Financing activities:                                            |   |                 |   |   |                 |  
|Shares issued for cash                                           |   | 2,607,643       |   |   | 5,486,294       |  
|Subscriptions received                                           |   | 135,000         |   |   | -               |  
|Repayment of convertible
      debenture                         |   | (16,651         | ) |   | -               |  
|Decrease in loans payable                                        |   | -               |   |   | (27,856         | )
|Due to related party                                             |   | -               |   |   | 26,098          |  
|Repayment of capital lease
      obligation                      |   | (198,949        | ) |   | -               |  
|                                                                 |   | 2,527,043       |   |   | 5,484,536       |  
|Investing activities:                                            |   |                 |   |   |                 |  
|Advances for exploration                                         |   | (21,465         | ) |   | 579,745         |  
|Mineral claims and
      options expenditures, net of recoveries |   | (1,044,514      | ) |   | (4,051,096      | )
|Purchase of equipment                                            |   | (4,870          | ) |   | (457,351        | )
|                                                                 |   | (1,070,849      | ) |   | (3,928,702      | )
|                                                                 |   |                 |   |   |                 |  
|Decrease in cash                                                 |   | (376,191        | ) |   | (482,462        | )
|                                                                 |   |                 |   |   |                 |  
|Cash, beginning of period                                        |   | 397,290         |   |   | 905,000         |  
|                                                                 |   |                 |   |   |                 |  
|Cash, end of the period                                          | $ | 21,099          |   | $ | 422,538         |  

Supplementary disclosure with respect to cash flow (note 5)

4

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Nine months ended August 31, 2004 and August 31, 2003

|1. | Basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The unaudited consolidated financial statements
        include the accounts of us and our wholly-owned subsidiary company. These
        statements have been prepared in accordance with United States generally
        accepted accounting principles for interim financial information. These
        financial statements also comply, in all material respects, with generally
        accepted accounting principles in Canada.                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | The accompanying unaudited consolidated financial
        statements do not include all information and footnote disclosures required
        under United States or Canadian generally accepted accounting principles.
        In our opinion, all adjustments (consisting solely of normal recurring
        accruals) considered necessary for a fair presentation of the financial
        position, results of operations and cash flows as at August 31, 2004,
        and for all periods presented, have been included. Readers of these financial
        statements should note that interim results for the nine month periods
        ended August 31, 2004, and August 31, 2003, are not necessarily indicative
        of the results that may be expected for the fiscal year as a whole.
|  
|   | These financial statements should be read in conjunction
        with the consolidated financial statements and notes thereto included
        in our annual report on Form 10-KSB for the fiscal year ended November
        30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|2. | Continuing operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | At August 31, 2004, we had a working capital deficiency
        of $1,199,776, up from a working capital deficiency of $1,109,199 at November
        30, 2003, primarily as a result of decreased funding from issuances of
        common stock and an increase of our debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | These financial statements have been prepared on
        a going concern basis, which assumes the realization of assets and settlement
        of liabilities in the normal course of business. The application of the
        going concern concept and the recovery of amounts recorded as mineral
        properties and buildings, plant and equipment is dependent on our ability
        to obtain additional financing to fund our operations and our acquisition
        and exploration activities, the discovery of economically recoverable
        ore on our properties, and the attainment of profitable operations.                                                                                                                                                                      
|  
|   | We plan to continue to raise capital through private
        placements and warrant issues. We are exploring other business opportunities
        including the development of Low-Rank Coal-Water Fuel as a replacement
        fuel for oil fired industrial boilers and utility generators.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

5

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Nine months ended August 31, 2004 and August 31, 2003

|3. | Related party transactions:
      We have had related party transactions with Tri-Con
        Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively
        the "Tri-Con Mining Group"), all of which are controlled by a director
        of ours.
      The Tri-Con Mining Group are operations and exploration
        contractors, and have been employed by us under contract since 1972 to
        carry out all of our fieldwork and to provide administrative and management
        services. Under our current contract dated January, 1997 work is charged
        at cost plus 25% for exploration and cost plus 15% for mining. Cost includes
        out of pocket or actual cost plus 15% charge for office overhead including
        stand by and contingencies. There is no mark up on capital purchases.
        Services of the directors of the Tri-Con Mining Group are charged at a
        rate of CAD $75 per hour. Services of the directors of the Tri-Con Mining
        Group who are also directors of ours are not charged. At August 31, 2004,
        we had prepaid $140,354 to the Tri-Con Mining Group for exploration and
        administration services to be performed during the current fiscal year
        on behalf of us. The Tri-Con Mining Group's services for the current fiscal
        year are focusing mainly on the our Low-Rank Coal-Water Fuel program as
        well as corporate planning and preparation for year round production on
        our Nolan property, and administration services at both our field and
        corporate offices.
      The aggregate amounts paid to the Tri-Con Group each
        period by category, including amounts relating to the Grant Mine Project
        and Nolan properties, for disbursements and for services rendered by the
        Tri-Con Group personnel working on our projects, and including interest
        charged on outstanding balance at the Tri-Con Group's borrowing costs
        are shown below:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                             |   | August 31, |  |   | August 31, | 
| | ----------------------------------------------------------- | - | ---------- |  | - | ---------- | 
| |                                                             |   | 2004       |  |   | 2003       | 
| |                                                             |   |            |  |   |            | 
| | Exploration services                                        | $ | 1,102,850  |  | $ | 3,231,670  | 
| | Administrative and management services                      |   | 498,255    |  |   | 257,579    | 
| | Research                                                    |   | 55,386     |  |   | 148,465    | 
| |                                                             | $ | 1,656,491  |  | $ | 3,637,714  | 
| |                                                             |   |            |  |   |            | 
| | Amount of total charges in excess of Tri-Con costs incurred | $ | 197,744    |  | $ | 836,784    | 
| |                                                             |   |            |  |   |            | 
| | Excess amount charged as a percentage of actual costs       |   |            |  |   |            | 
| | incurred                                                    |   | 11.9%      |  |   | 23.0%      | 

|4. | Loss per share:                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Basic loss per share has been calculated using the
        weighted average number of common shares outstanding for each period.
        Loss per share does not include the effect of the potential exercise of
        options and warrants and the conversion of debentures as their effect
        is anti-dilutive.

6

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Nine months ended August 31, 2004 and August 31, 2003

|5. | Supplementary cash flow information:                     
|-- | ---------------------------------------------------------
|  
|   | Supplemental non-cash investing and financing activities:

| |                                                           |   | August 31, |   |   | August 31, |  
| | --------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                           |   | 2004       |   |   | 2003       |  
| |                                                           |   |            |   |   |            |  
| | Sale (Purchase) of fixed assets under
      capital lease | $ | 100,000    |   | $ | (145,170   | )
| | Issuance of shares for:                                   |   |            |   |   |            |  
| | Debentures                                                |   | 189,992    |   |   | 807,924    |  
| | Interest on debentures                                    |   | 5,789      |   |   | 48,736     |  
| | Consulting services                                       |   | 378,030    |   |   | 369,109    |  
| | Capital lease obligation                                  |   | (100,000   | ) |   | 145,170    |  

|6. | Debentures:                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | On March 1, 2001, we completed negotiations
        to restructure our $2,000,000 convertible debentures. We issued replacement
        debentures in the aggregate amount of $2,564,400 in consideration of cancellation
        of the $2,000,000 principal amount plus all accrued interest on the original
        debentures to March 1, 2001.
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                
|  
|7. | Lease purchase agreement:                                                                                                                                                                                                                                                                                                                          
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                 

7

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Nine months ended August 31, 2004 and August 31, 2003

|7. | Lease purchase agreement (continued):      
|-- | -------------------------------------------
|  
|   | b)                                         
|  
|   |                                            
|  
|   |                                            
|  
|   |                                            
|  
|8. | Subsequent events:                         
|  
|   | Subsequent to August 31, 2004, the Company:
|  
|   | (a)                                        
|  
|   | (b)                                        
|  
|   | (c)                                        
|  
|   | (d)                                        

8

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)

Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Nine months ended August 31, 2004 and August 31, 2003

|8.  | Subsequent
        events (continued):                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|(e) | Issued an aggregate
        of 2,500,000 units at a price of $0.04 per unit for a private placement
        with one investor.                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Each unit is
        comprised of one common share and one Series A purchase warrant and one
        Series B purchase warrant. One Series A warrant entitles the subscriber
        to purchase one additional common share at a price of $0.055 and one Series
        B warrant entitles the subscriber to purchase one additional common share
        at a price of $0.065 up to September 17, 2006.
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|(f) | Issued an aggregate
        of 2,333,333 units at a price of $0.03 per unit for a private placement
        with one investor. Each unit is comprised of one common share and one
        purchase warrant. One warrant entitles the subscriber to purchase one
        additional common share at a price of $0.06 up to October 1, 2005.                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|(g) | Issued a total
        of 100,000 shares to a consultant for a portion of their services under
        the terms of the service agreements at a value of $0.06.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|(h) | Issued a total
        of 160,000 shares to consultants for a portion of their services under
        the terms of the service agreements at a value of $0.07.                                                                                                                                                                                                                                           

9

---

Item 2.                  MANAGEMENT'S
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains
  forward-looking statements within the meaning of Section 27A of the Securities
  Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
  as amended. These forward-looking statements involve risks and uncertainties,
  including statements regarding our capital needs, business plans and expectations.
  Such forward-looking statements involve risks and uncertainties regarding the
  market price of gold, availability of funds, government regulations, common
  share prices, operating costs, capital costs, outcomes of gold recovery activities
  and other factors. Forward-looking statements are made, without limitation,
  in relation to operating plans, property exploration and gold recovery activities,
  availability of funds, environmental reclamation, operating costs and permit
  acquisition. Any statements contained herein that are not statements of historical
  facts may be deemed to be forward-looking statements. In some cases, you can
  identify forward-looking statements by terminology such as "may", "will", "should",
  "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
  "potential" or "continue", the negative of such terms or other comparable terminology.
  Actual events or results may differ materially. In evaluating these statements,
  you should consider various factors, including the risks outlined below, and,
  from time to time, in other reports we file with the SEC. These factors may
  cause our actual results to differ materially from any forward-looking statement.
  We disclaim any obligation to publicly update these statements, or disclose
  any difference between its actual results and those reflected in these statements.
  The information constitutes forward-looking statements within the meaning of
  the Private Securities Litigation Reform Act of 1995. Given these uncertainties,
  readers are cautioned not to place undue reliance on such forward-looking statements.

OVERVIEW

We are engaged in the acquisition and exploration of mineral
  properties in the State of Alaska. Our primary focus is the exploration of our
  Nolan Gold Project, located 175 miles north of Fairbanks, Alaska. Our plan of
  operations is to carry out exploration and gold recovery activities at the Nolan
  Gold Project.

We are also seeking financing to enable us to proceed with
  the construction of a commercial test facility to establish the viability of
  the production of low-rank coal-water fuel as a replacement for oil fired boilers
  and utility generators. There is no assurance that we will be able to obtain
  any financing for this project.

We hold interests in four groups of mineral properties in
  Alaska, as described below:

|1. | our Nolan Gold Project;        
|-- | -------------------------------
|  
|2. | our Ester Dome Gold properties;
|  
|3. | our Hammond properties; and    
|  
|4. | our Eagle Creek properties.    

All of our properties are presently in the exploration stage.

PLAN OF OPERATIONS

Our plan of operation for our mineral properties is discussed
  below:

The Nolan Gold Project

We have determined to proceed with gold recovery activities
  on the elevated benches above the Nolan Creek. We have presently suspended our
  underground gold recovery activities on the Nolan Deep Channel that were being
  carried out as part of the three year gold recovery plan for the Nolan Gold
  Project. We anticipate proceeding with gold recovery activities on the elevated
  benches above the Nolan Creek, rather than continuing with the exploration of
  the Nolan Deep Channel, as the elevated benches are less prone to the severe
  water problems that we encountered at the Nolan Deep Channel in winter 2002/
  2003.

10

---

During the first half of 2004, we drilled and targeted the
  Mary's Bench East and the Swede Channel areas of the Nolan Gold Project with
  the objective of determining our gold recovery plan for the 2004/ 2005 winter
  season. Based on the results of our geological exploration conducted in the
  first half of 2004, we have determined to proceed with the gold recovery activities
  on the gravel bench known as the Mary's Bench East. The Mary's Bench East gravel
  bench is located approximately 200 to 300 feet in elevation above the confluence
  of Nolan Creek and Archibald Creek. The results of our drilling program showed
  a possible buried channel, which we believe may be an upstream portion of the
  previously mined Swede Channel and continuing up the Swede Channel that dissects
  it, hopefully to the source area. Surface exploration work conducted during
  the summer of 2004 also indicates a possible source of the placer gold, which
  we have determined is being carried by the Swede Channel, and lying some 1000
  to 1500 feet up hill from the known portion of the Swede Channel. We plan to
  carry out gold recovery activities on the Mary's Bench East gravel bench using
  underground exploration methods. Any gravel that is recovered as part of our
  activities will be processed for gold recovery during the Spring and Summer
  of 2005.

We plan to spend approximately $1,800,000 in the next twelve
  months in carrying out our gold recovery activities for the Nolan Gold Project.
  While this amount of expenditures may be off-set by any recoveries from sales
  of gold that we may achieve from gold recovery activities, we anticipate that
  we will require substantial financing in order to proceed with our plan of operations
  for the full next twelve months. We presently have sufficient financing to enable
  us to proceed with plans for the next six months. There is no assurance at this
  time that we will achieve any recoveries from sales of gold. See the discussion
  of our cash resources and working capital under Liquidity and Financial Condition
  below and in the section entitled Risk Factors.

Preliminary drilling for lode gold deposits on the Solomon's
  Shear Trend at locations 4,000 feet apart in 1994 and in December, 2003, showed
  the presence of gold bearing structures. During the summer of 2004 we conducted
  surface surveys, including soil geochemistry and ground electromagnetics to
  identify further drill targets related to searching for the lode source(s) of
  the placer gold on the Nolan Project. The results of this work confirmed a gold
  arsenic antimony soil anomaly coincident with ground electromagnetic features
  suggestive of a complex structural zone along the previously identified Solomon's
  Shear Trend. We plan to conduct surface trenching across parts of this trend
  prior to selecting drill targets. The objective of this geological exploration
  program is to provide a basis for the assessment of the feasibility of future
  additional exploration activities at the Nolan Gold Project.

We plan to conduct further exploration of the Nolan Placer,
  Nolan Lode, Smith Creek Placer, and Slisco Bench Placer properties that comprise
  the Nolan Gold project. Our planned geological exploration program is described
  in detail in Item 1. - Description of Business of our Annual Report on Form
  10-KSB for the year ended November 30, 2003. We plan to spend approximately
  $600,000 on exploration activities during the next twelve months. This amount
  will fluctuate depending on the actual amount of funds that we have available
  for exploration.

Our plan of operations at the Nolan Gold Project will be continually
  evaluated and modified as exploration and gold recovery results become available.
  Modifications to our plans will be based on many factors, including: results
  of exploration, assessment of data, weather conditions, gold recovery activity
  costs, the price of gold and available capital. Further, the extent of our exploration
  and gold recovery activity plans that we undertake will be dependent upon the
  amount of financing available to us.

Low-Rank Coal-Water Fuel Project

We anticipate spending approximately $300,000 during the current
  fiscal year on our work to obtain funding from the United States Government
  in connection with establishment of the demonstration facility at the Grant
  Mill. We will also pursue financing for this project from private sources. There
  is no assurance that any financing will be obtained from either government of
  private sources to fund this project.

11

---

RESULTS OF OPERATIONS

Nine months ended August 31, 2004 compared to the Nine
  months ended August 31, 2003.

Revenues

We did not earn revenues during the nine months ended August
  31, 2004 or August 31, 2003 as we did not reach commercial production of gold
  from the Nolan Gold Project during either of these periods. We did not achieve
  any gold sales during the nine months ended August 31, 2004.

We plan to re-commence extraction activities in summer 2005
  when available melt water will allow the processing of gravel material to separate
  gold if we proceed with any gold recovery activities in 2004/ 2005. There is
  no assurance that we will be able to undertake any gold recovery activities
  during the 2004/ 2005 winter season. There is no assurance that we will be able
  to process any gold bearing gravel material for gold recovery during the 2005
  summer season. Any recoveries from gold sales are not anticipated to be realized
  until the third quarter of 2005, at the earliest. We cannot provide investors
  with any assurance as to sales of gold during fiscal 2005 due to the uncertainties
  of our gold recovery activities. See Risk Factors. Under our accounting policies,
  any gold sales that may be realized will be treated as sales received incidental
  to exploration activities on the Nolan Gold Project until such time as we have
  reached commercial levels of gold production from the Nolan Gold Project.

We anticipate that we will not realize revenues during the
  current fiscal year from the low-rank coal-water fuel component of our plan
  of operations. We will not be able to realize revenues from this business until
  we are able to proceed with the construction and operation of a commercial-scale
  demonstration facility for the low-rank coal-water fuel technology. There is
  no assurance that we will be able to secure the financing necessary to proceed
  with construction of this demonstration facility or that the demonstration facility
  will prove the commercial viability of the process.

Operating Costs

We did not incur any operating costs during the nine months
  ended August 31, 2004 or August 31, 2003 due to the fact that we did not achieve
  commercial production from mining activities during either period.

We incurred exploration costs in the amount of $1,044,514,
  net of recoveries of $4,145 from gold sales, on the Nolan Gold Project during
  the nine months ended August 31, 2004 compared to $4,051,096 during the nine
  months ended August 31, 2003.

Expenses

Our expenses decreased to $2,305,180 for the nine months ended
  August 31, 2004 compared to $2,378,344 for the nine months ended August 31,
  2003, representing a decrease of $73,164 or 3%. Our expenses increased to $593,907
  for the three months ended August 31, 2004 compared to $251,968 for the three
  months ended August 31, 2003, representing an increase of $341,939 or 136%.
  The decreases in expenses were primarily attributable to reductions in advertising
  and promotion, research, interest on long term debt and office expenses during
  the nine months ended August 31, 2004. Decreases on these expenditures were
  in-part off-set by increases in consulting expense and management services from
  related party.

Our decreased exploration activity on our mineral properties
  caused our general exploration expenses to decrease to $219,115 for the nine
  months ended August 31, 2004 compared to $411,473 for the nine months ended
  August 31, 2003. Our general exploration expenses decreased to $47,721 for the
  three months ended August 31, 2004 compared to $341,257 for the three months
  ended August 31, 2003. The decrease in exploration expenses during the nine
  months of our current fiscal year was attributable to decreased exploration
  activities at the Nolan Gold Project compared to 2003 when activities were directed
  to gold recovery operations at the Nolan Deep Channel. These exploration activities
  included drilling and exploration activities on the Nolan Deep Channel, Mary's
  Bench, and Treasure Chest areas. We anticipate that these expenses will continue
  as we proceed with our planned drilling and exploration activities on the Nolan
  Gold properties.

12

---

Research activities attributable to the low-rank coal-water
  fuel technology decreased to $55,386 for the nine months ended August 31, 2004
  compared to $148,465 for the nine months ended Auugst 31, 2003. These expenses
  decreased to $28,386 for the three months ended August 31, 2004 from $41,138
  for the three months ended August 31, 2003. Our research activities are primarily
  in connection with the submission of our application for a grant to the Department
  of Energy and include the compensation of Dr. Warrack Willson. We anticipate
  that these expenses will not increase during the current fiscal year based on
  our decision not to re-submit our application for the second round of financing.
  We do not expect significant research expenses as we plan to continue our focus
  on exploration and gold recovery activities at the Nolan Gold Project.

Office expenses decreased to $341,345 for the nine months
  ended August 31, 2004 compared to $456,453 for the nine months ended August
  31, 2003, representing a decrease of $115,108 or 25%. Office expenses increased
  to $109,142 for the three months ended August 31, 2004 compared to $17,183 for
  the three months ended August 31, 2003, representing an increase of $91,959
  or 535%. The overall decrease during the nine months of our current fiscal year
  reflect a reduction in our general operations and activity in our offices in
  Fairbanks, Alaska due to the fact that we were not carrying out gold recovery
  activities during the first half of our current fiscal year.

Consulting fees increased to $560,382 for the nine months
  ended August 31, 2004 compared to $424,206 for the nine months ended August
  31, 2003, representing an increase of $136,176 or 32%. Consulting fees are attributable
  to stock based compensation paid to our consultants during the year. Compensation
  was recorded based on the quoted market price of our shares as of the date of
  issue.

Loss

Our loss decreased to $2,302,506 for the nine months ended
  August 31, 2004 compared to $2,374,152 for the nine months ended August 31,
  2003 representing a decrease of $71,646 or 3%. Our loss increased to $593,272
  for the three months ended August 31, 2004 compared to $251,968 for the three
  months ended August 31, 2003 representing an increase of $341,311 or 135%. This
  increase in our loss was primarily attributable to no recovery of consulting
  fees during the three months ended August 31, 2004. We anticipate that we will
  continue to incur a loss until such time as we can achieve significant revenues
  from sales of gold recovered from the Nolan Gold Project.

LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

We had cash and cash equivalents of $21,099 as of August 31,
  2004, compared to cash of $397,290 as of November 30, 2003. We had a working
  capital deficiency of $1,199,776 as of August 31, 2004, compared to a working
  capital deficiency of $1,109,199 as of November 30, 2003. The increase in our
  working capital deficiency was primarily the result of fewer financings and
  increased debt during the nine months ended August 31, 2004.

We will require additional financing due to our current working
  capital deficiency, our plan of operations for the Nolan Gold Project, our planned
  exploration activities and continued work with the U.S. Government and private
  sources for funding. We require additional financing in order to enable us to
  proceed with our plan of operations for the next twelve months based on our
  current cash reserves. If we are unable to obtain the additional financing that
  we require in order to pursue our plan of operations, then we will scale back
  our mining and exploration activities according to the amount of financing available
  to us. While financing requirements will be off-set by revenues generated from
  gold sales, these gold sales are not anticipated to cover all financing requirements.
  In addition, recoveries from any gold sales from newly excavated gravel material
  will not be realized until the third quarter of our 2005 fiscal year, at the
  earliest, and will be subject to the quantity of gold recovered.

Cash Used in Operating Activities

Cash used in operating activities decreased to $1,832,385
  for the nine months ended August 31, 2004, compared to $2,038,296 for the nine
  months ended August 31, 2003. We funded the cash used in operating activities
  primarily through equity sales of our common shares.

13

---

Financing Activities

Cash provided by financing activities decreased to $2,527,043
  for the nine months ended August 31, 2004, compared to $5,484,536 for the nine
  months ended August 31, 2003. All cash provided by financing activities was
  provided by share issuances. Cash provided by financing activities was used
  to fund our operating and investing activities. Equity financings were completed
  with private purchasers at prices that were reflective of the market price of
  our common shares as of the date of the financing.

We anticipate continuing to rely on equity sales of our common
  shares in order to continue to fund our business operations. Issuances of additional
  shares will result in dilution to our existing shareholders.

Investing Activities

We used $1,070,849 in investing activities during the nine
  months ended August 31, 2004 compared to $3,928,702 during the nine months ended
  August 31, 2003, representing a decrease of $2,857,853. The decrease was due
  to our scaling back operations at the Nolan Gold Project.

We incurred exploration costs in the amount of $1,044,514
  on the Nolan Gold Project during the nine months ended August 31, 2004 compared
  to $4,051,096 during the nine months ended August 31, 2003, each net of recoveries.

Capital Leases

On October 11, 2002, we entered into a lease purchase agreement
  whereby we would purchase three dump trucks, an underground loader, two surface
  loaders, and other equipment valued at a total of $1,496,150. The agreement
  required payment upon signing of $550,000 (paid), $100,000 on or before December
  1, 2003 (paid) and 24 equal payments thereafter for the balance of the purchase
  price plus interest at a rate of 12% per annum.

On February 14, 2003, we entered into a three year lease agreement
  whereby we would purchase mining equipment valued at $250,170. The agreement
  required a payment on signing of $105,000 (paid), $25,000 on or before December
  4, 2003 and 24 equal payments for the balance of the purchase price plus interest
  at a rate of 12% per annum.

On January 28, 2004 the agreements for the above two leases
  were modified into one agreement. The modified agreement required us to make
  a one-time payment of $50,000 on acceptance of the agreement and a fixed amount
  per month specified in the agreement in the following six months. At the same
  time of accepting the revised agreement, we returned three pieces of equipment
  under the original capital lease agreement to the lessor as a credit towards
  the lease liability.

As at August 31, 2004, the total amount outstanding under
  the revised lease purchase agreements was $936,628, including interest of $76,583.
  We are required to maintain the equipment in good working order and are also
  required to maintain adequate insurance on the equipment. We are required to
  complete future lease payments of $75,000 during the 2004 fiscal year, $562,356
  during the 2005 fiscal year and $375,855 during the 2006 fiscal year.

Tri-Con Group

We had pre-paid $140,354 to the Tri-Con Group as of August
  31, 2004 in connection with planned exploration activities to be carried out
  on the Nolan Gold Project during fiscal 2004. These activities will be carried
  out by the Tri-Con Group on behalf of us in accordance with our operating agreements
  with the Tri-Con Group. See Item  12 Certain Relationships and Related
  Transactions of our Annual Report on Form 10-KSB for further disclosure regarding
  our operating agreements with the Tri-Con Group.

Debt Re-Structuring

On March 1, 2001, we completed negotiations to restructure
  our $2,000,000 convertible debentures. We approved the issuance of replacement
  debentures in the aggregate amount of $2,564,400 in consideration of

14

---

cancellation of the $2,000,000 principal amount of the original
  debentures, plus all accrued interest on the original debentures to March 1,
  2001. The replacement debentures bear interest of 8.0% per annum and mature
  March 1, 2006. Principal payments are due at the end of each month. Interest
  is due and payable on a quarterly basis on February 28, May 31, August 31, and
  November 30. If we fail to make any payment of principal or interest, we must
  issue shares equivalent in value to the unpaid amounts at 20% below the average
  market price for the 30 day period prior to the payment being made. We did not
  make any cash payments of principal or interest during the six months ended
  May 31, 2004. In December 2003, we issued 1,119,342 shares at the average price
  of $0.11 per share to the debenture holders to satisfy the quarterly payments
  due November 30, 2003. The value of the transaction consists of $119,245 of
  principal and $3,883 of interest. In April 2004, we issued 559,915 shares at
  the average market price of $0.10 to the holders of the replacement debenture
  to satisfy the quarterly payments due February 29, 2004. The value of the transaction
  for which the shares were issued consists of $54,493 of principal and $1,498
  of interest. In June 2004 we issued 248,685 shares at the average market price
  of $0.067 to the holders of replacement debentures to satisfy the quarterly
  payments due May 31, 2004. The value of the transaction for which the shares
  were issued consists of $16,254 of principal and $408 of interest accrued to
  May 31, 2004. Subsequent to August 31, 2004 we issued 86,588 shares at the average
  price of 0.049 to the holders of replacement debentures to satisfy the quarterly
  payments due August 31, 2004. The value of the transaction for which the shares
  were issued consists of $4,160 of principal and $83 of interest accrued to August
  31, 2004.

As at August 31, 2004, $1,860,000 plus $524,892 of accrued
  interest has been exchanged for replacement debentures. The amount of the replacement
  debentures outstanding as of August 31, 2004 was $4,150, all of which is classified
  as current. Remaining original convertible debentures of $140,000 plus accrued
  interest of $74,716 are in default and are recorded as current liabilities.
  There is no agreement to exchange this amount of remaining original convertible
  debentures into replacement debentures.

Low-Rank Coal-Water Fuel Business

In order to proceed with establishing the commercial viability
  of our low-rank coal-water fuel business, we are currently working with the
  U.S. Government to achieve the full $20,000,000 funding for this project. We
  are also working with private interests to achieve the same end. There is no
  assurance that we will be awarded any grant or that it will be able to complete
  any additional sales of our equity securities or arrange for debt or other financing
  to fund this component of our plan of operations.

Future Financings

We require additional financings in order to fund our plan
  of operations. We anticipate continuing to rely on equity sales of our common
  shares in order to continue to fund our business operations. Issuances of additional
  shares will result in dilution to our existing shareholders. There is no assurance
  that we will achieve any additional sales of our equity securities or arrange
  for debt or other financing to fund our planned exploration and gold recovery
  activities.

CRITICAL ACCOUNTING POLICIES

Going Concern

Our financial statements have been prepared on a going concern
  basis, which assumes the realization of assets and settlement of liabilities
  in the normal course of business. The application of the going concern concept
  and the recovery of amounts recorded as mineral properties and the capital assets
  are dependent on our ability to obtain additional financing to fund our operations
  and acquisition and exploration activities, the discovery of economically recoverable
  ore on our properties, and the attainment of profitable operations. We plan
  to continue to raise capital through private placements and warrant issues.
  In addition, we are exploring other business opportunities including the development
  of low-rank coal-water fuel as replacement fuel for oil fired industrial boilers
  and utility generators.

Mineral Properties

We confine our exploration activities to areas from which
  gold has previously been produced or to properties, which are contiguous to
  such areas and have demonstrated mineralization. We capitalize the costs of
  acquiring

15

---

mineral claims until such time as the properties are placed
  into production or abandoned. Expenditures for mine development are capitalized
  when the properties are determined to have economically recoverable, proven
  reserves but are not yet producing at a commercial level. Once a property reaches
  commercial levels of production operating costs will be charged against related
  revenues. Amortization of mineral property costs relating to properties in production
  is provided during periods of production using the units-of-production method
  based on the estimated economic life of the ore reserves.

On an ongoing basis, we evaluate each property for impairment
  based on exploration results to date, and considering facts and circumstances
  such as operating results, cash flows and material changes in the business climate.
  The carrying value of a long-lived asset is considered impaired when the anticipated
  discounted cash flow from such asset is separately identifiable and is less
  than its carrying value. If an asset is impaired, a loss is recognized based
  on the amount by which the carrying value exceeds the fair market value of the
  long-lived asset. Fair market value is determined primarily using the anticipated
  discounted cash flows with a discount rate commensurate with the risk involved.
  Losses on other long-lived assets to be disposed of are determined in a similar
  manner, except that fair market values are reduced for the costs of disposal.

The amounts shown for mineral properties which have not yet
  commenced commercial production represent costs incurred to date, net of recoveries,
  and are not intended to reflect present or future values.

Stock Based Compensation

Effective November 1, 2002, we adopted the fair value recognition
  provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.
  Under the modified prospective method of adoption selected by us under the provisions
  of FASB Statement No. 148, Accounting for Stock-Based Compensation  Transition
  and Disclosure, compensation cost recognized in 2003 is the same as that which
  would have been recognized had the recognition provisions of Statement 123 been
  applied from its original effective date. Results for prior years have not been
  restated.

RISK FACTORS

We face risks in completing our exploration plans and achieving
  revenues. The following risks are material risks that we face. We also face
  the risks identified elsewhere in this Quarterly Report on Form 10-QSB and in
  other filings with the Securities and Exchange Commission. If any of these risks
  occur, our business, our ability to achieve revenues, our ability to produce
  gold, our operating results and our financial condition could be seriously harmed.

If we do not obtain new financings, the amount of funds
  available to us to pursue gold recovery activities at the Nolan Gold Project
  and to pursue further exploration of our mineral properties will be reduced.

We have relied on recent private placement financings in order
  to fund exploration of the Nolan Gold Project and our gold recovery activities.
  We will continue to require additional financing to complete our plan of operations
  for exploration work at the Nolan Gold Project, to achieve gold recoveries and
  to carry out our exploration programs on our other mineral properties. While
  our financing requirements may be reduced if gold recoveries are achieved, any
  impairment in our ability to raise additional funds through financings would
  reduce the available funds for the exploration of the Nolan Gold Project and
  for additional gold recovery activities, with the result that our plan of operations
  may be adversely affected and potential recoveries reduced or delayed.

As we have a working capital deficit and we have not reported
  revenues in our last two fiscal years there is no assurance that we will be
  able to achieve the financing necessary to enable us to proceed with our exploration
  and gold recovery activities.

We had a working capital deficiency of $1,199,776 as of August
  31, 2004. We did not report revenues in our last two fiscal years ended November
  30, 2003 or 2002 or our nine months ended August 31, 2004. Our plan of operations
  calls for substantial expenditures of $2,400,000 to be incurred by us over the
  next twelve months in order to continue exploration activities at the Nolan
  Gold Project and to pursue gold recovery activities on our mineral properties.
  While we will apply proceeds from gold sales generated from our gold recovery
  activities to cover these expenditures, we anticipate that proceeds from gold
  sales over the next twelve months will not exceed our projected expenditures
  during this period with the result that we will require substantial financing
  in

16

---

order for us to pursue our plan of operations. If we do not
  achieve the necessary financing, then we will not be able to proceed with our
  planned exploration and gold recovery activities and our financial condition,
  business prospects and results of operations will be materially adversely affected.

As we have not established that there are any commercially
  viable mineral deposits on our Nolan property and we have not established commercially
  viable operations on the Nolan Gold Project, there is no assurance that our
  gold recovery activities on the Nolan Gold Project will be profitable.

Our activities at the Nolan Gold Project are in the exploration
  stage. While we have undertaken gold recovery activities at the Nolan Gold Project,
  we have failed to establish a commercially viable operation on our Nolan Gold
  Project. Further, we have historically attempted to mine the placer gold deposits
  at the Nolan Gold Project without obtaining sufficient drilling and sampling
  information to meet data density standards commonly used by commercial-sized
  placer mining companies. We may continue with gold recovery activities at the
  Nolan Gold Project without establishing that the placer deposits contain commercially
  viable mineral deposits. As we may proceed with these activities without first
  establishing that the placer deposits contain commercially viable mineral deposits,
  there is no assurance that we will recover quantities of gold that will enable
  us to achieve sales of gold that will exceed our costs of recovering the gold.
  In this event, our gold recovery activities on the Nolan Gold Project will not
  be profitable.

If we are unable to achieve predicted gold recoveries from
  our Nolan Gold Project, then our financial condition and our revenues will be
  adversely affected.

We plan to undertake gold recovery activities on the Mary's
  Bench East and Treasure Chest area in the elevated channels of the Nolan Gold
  Project. We are currently planning to begin gold recovery activities on the
  Mary's Bench East this fall and expanding on the Swede portion of this area
  through the winter, subject to our achieving sufficient financing. Our gold
  recovery activities will be carried out based on the results of geological exploration
  we have conducted which has predicted a recovery rate of gold per volume of
  material recovered. There is no assurance that actual recoveries of gold from
  material mined will equal the gold recoveries predicted as a result of our geological
  exploration. If gold recoveries are less than projected, then our gold sales
  will be less than anticipated and may not equal or exceed the cost of exploration
  and recovery in which case our operating results and financial conditions will
  be adversely affected.

If the price of gold declines, our financial condition
  and ability to obtain future financings will be impaired.

Our business is extremely dependent on the price of gold.
  Our recoveries from sales of gold for the current fiscal year are dependent
  on the price of gold in addition to the quantity of gold that we are able to
  recover. If gold prices decline prior to the recovery and sale of gold from
  the Nolan Gold Project, then our recoveries from sales of gold and financial
  condition will be adversely impacted. We have not undertaken any hedging transactions
  in order to protect us from a decline in the price of gold. A decline in the
  price of gold may also decrease our ability to obtain future financings to fund
  our planned exploration programs and gold recovery activities.

The price of gold is affected by numerous factors, all of
  which are beyond our control. Factors that tend to cause the price of gold to
  decrease include the following:

|(a) | Sales or leasing of gold by governments and central banks;                      
|--- | --------------------------------------------------------------------------------
|   
|(b) | A low rate of inflation and a strong US dollar;                                 
|   
|(c) | Speculative trading;                                                            
|   
|(d) | Decreased demand for golds industrial, jewellery and investment uses;           
|   
|(e) | High supply of gold from production, disinvestment, scrap and hedging;          
|   
|(f) | Sales by gold producers and foreign transactions and other hedging transactions;

17

---

|(g) | Devaluing local currencies (relative to gold price in US dollars) leading
      to lower production costs and higher production in certain major gold producing
      regions.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If costs of gold recovery at our Nolan Gold Project are
  higher than anticipated, then our profitability will be adversely affected.

We have proceeded with gold recovery activities on the Nolan
  Gold Project on the basis of estimated capital and operating costs. If capital
  and operating costs are greater than anticipated, then cash flows from the gold
  recovery activities at the Nolan Gold Project will be adversely affected. These
  reduced cash flows will cause us to have less funds for other expenses, such
  as administrative and overhead expenses and exploration of our other mineral
  properties and further gold recovery activities on the Nolan Gold Project.

If our exploration costs are higher than anticipated, then
  our profitability will be adversely affected.

We are currently proceeding with exploration of our mineral
  properties on the basis of estimated exploration costs. This exploration program
  includes drilling programs at various locations within the Nolan Gold Project.
  If our exploration costs are greater than anticipated, then we will have less
  funds for other expenses, such as expenses associated with exploration of the
  Nolan Gold Project. If higher exploration costs reduce the amount of funds available
  for recoveries of gold through gold recovery activities, then our ability to
  achieve sales from gold recovery activities will be adversely affected and our
  losses will increase. Factors that could cause exploration costs to increase
  are: adverse weather conditions, difficult terrain and shortages of qualified
  personnel.

Exploration, gold recovery and operating activities are
  inherently hazardous.

Mineral exploration and gold recovery activities involve many
  risks that even a combination of experience, knowledge and careful evaluation
  may not be able to overcome. Operations that we undertake will be subject to
  all the hazards and risks normally incidental to exploration and recovery of
  gold and other metals, any of which could result in work stoppages, damage to
  property and possible environmental damage. The nature of these risks are such
  that liabilities might result in us being forced to incur significant costs
  that could have a material adverse effect on our financial condition and business
  prospects.

If we experience exploration accidents or other adverse
  events at our Nolan Gold Project, then our financial condition and profitability
  could be adversely affected.

Our exploration and gold recovery activities at the Nolan
  Gold Project are subject to adverse operating conditions. Exploration accidents
  or other adverse incidents, such as cave-ins or flooding, could affect our ability
  to continue exploration and gold recovery activities at the Nolan Gold Project.
  A particular concern at the Nolan Gold Project is warm temperatures that can
  reduce the winter season during which we can safely conduct underground gold
  recovery activities. The occurrence of any of these events could cause a delay
  in production of gold or could reduce the amount of gold that we are able to
  recover, with the result that our ability to achieve recoveries from gold sales
  and to sustain operations would be adversely impacted. Adverse operating conditions
  may also cause our operating costs to increase. Exploration accidents or other
  adverse events could also result in an adverse environmental impact to the land
  on which our operations are located with the result that we may become subject
  to the liabilities for environmental clean up and remediation.

If we become subject to increased environmental laws and
  regulation, our operating expenses may increase.

Our exploration and gold recovery operations are regulated
  by both US Federal and State of Alaska environmental laws that relate to the
  protection of air and water quality, hazardous waste management and mine reclamation.
  These regulations may impose operating costs on us. If the regulatory environment
  for our operations changes in a manner that increases costs of compliance and
  reclamation, then our operating expenses would increase with the result that
  our financial condition and operating results would be adversely affected.

18

---

As we have not reported revenues in recent fiscal periods,
  there is no assurance that we will be able to continue as a going concern.

Our financial statements included with our Annual Report for
  the year ended November 30, 2003 have been prepared assuming that we will continue
  as a going concern. Our auditors have made reference to the substantial doubt
  as to our ability to continue as a going concern in their audit report on our
  audited financial statements for the year ended November 30, 2003. If we are
  not able to achieve revenues, then we may not be able to continue as a going
  concern and our financial condition and business prospects will be adversely
  affected.

Because of the speculative nature of exploration of mineral
  properties, there is no assurance that our exploration activities will result
  in the discovery of new commercially exploitable quantities of minerals or that
  we will be able to establish proven and probable reserves as a result of our
  exploration.

We plan to continue exploration on our mineral properties.
  The search for valuable minerals as a business is extremely risky. We can provide
  investors with no assurance that additional exploration on our properties will
  establish that additional commercially exploitable reserves of gold exist on
  our properties. Problems such as unusual or unexpected geological formations
  or other variable conditions are involved in exploration and often result in
  exploration efforts being unsuccessful. The additional potential problems include,
  but are not limited to, unanticipated problems relating to exploration and attendant
  additional costs and expenses that may exceed current estimates. These risks
  may result in us being unable to establish the presence of commercial exploitable
  quantities of ore on our mineral claims with the result that our ability to
  fund future exploration activities may be impeded.

As we face intense competition in the exploration industry,
  we will have to compete with our competitors for financing and for qualified
  managerial and technical employees.

The exploration industry is intensely competitive in all of
  its phases. Competition includes large established exploration and mining companies
  with substantial capabilities and with greater financial and technical resources
  than we have. As a result of this competition, we may be unable to acquire additional
  attractive mining claims or financing on terms we consider acceptable. We also
  compete with other exploration companies in the recruitment and retention of
  qualified managerial and technical employees. If we are unable to successfully
  compete for financing or for qualified employees, our exploration and gold recovery
  activities may be slowed down or suspended.

Our business venture into the low rank coal water fuel
  business is subject to a high risk of failure.

Our business venture into the low rank coal water fuel technology
  business is at a very early stage and is subject to a high risk of failure.
  The low rank coal water fuel technology has not been proven by us to be a commercially
  viable fuel alternative. In order to establish commercial viability, we will
  have to undertake the construction and operation of the contemplated demonstration
  facility. The construction of the demonstration facility would cost approximately
  $20 million. Even if the demonstration facility were constructed and operational,
  there is no assurance that the commercial viability of this process would be
  established or that we would be able to expand the facility into a commercially
  viable operation or to generate revenues from this technology. We are pursuing
  funding from the United States federal government to fund the construction of
  the demonstration facility. There is no assurance that we will succeed in obtaining
  government funding for this project. Even if funding is obtained and the demonstration
  facility constructed, there is no assurance that we would be able to generate
  profits or revenues from the operation of the demonstration facility.

19

---

ITEM 3.                  CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness
  of the design and operation of our disclosure controls and procedures as of
  August 31, 2004, being the date of our most recently completed fiscal quarter.
  This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer and Chief Financial Officer, Mr. Garry L. Anselmo.
  Based upon that evaluation, our Chief Executive Officer and Chief Financial
  Officer concluded that our disclosure controls and procedures are effective
  in timely alerting management to material information relating to us required
  to be included in our periodic SEC filings. There have been no significant changes
  in our internal controls or in other factors that could significantly affect
  internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal quarter ended May
  31, 2004, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant's board of directors, management and other personnel,
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles and includes those policies and
  procedures that:

| | (1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|
| | (3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

20

---

PART II - OTHER INFORMATION

Item 1.                  Legal
  Proceedings

The Company currently is not a party to any material legal
  proceedings and to the Company's knowledge, no such proceedings are threatened
  or contemplated.

Item 2.                  Changes
  in Securities and Use of Proceeds.

We completed the following unregistered sales of securities
  during the three months ended August 31, 2004:

|1. | On June 9, 2004, we completed a private placement,
        with one investor of 8,000,000 units at a price of $0.05 per unit for
        total proceeds of $400,000. Each Unit will be comprised of one common
        share of the Company (each a "Share"); one Series A share purchase warrant
        ("A Warrant") and one Series B share purchase warrant ("B Warrant"). One
        A Warrant will entitle the subscriber to purchase one additional common
        share of the Company at an exercise price of $0.065 US per share at any
        time up to and including June 9, 2006. One B Warrant will entitle the
        subscriber to purchase one additional common share of the Company at an
        exercise price of $0.075 US per share at any time up to and including
        May 27, 2006. A commission of $40,000 was paid in connection with the
        offering. The sales were completed pursuant to Regulation S of the Act
        on the basis that the purchaser is a non-U.S. person, as defined under
        Regulation S of the Act. All securities issued were endorsed with a restrictive
        legend confirming that the securities had been issued pursuant to Regulation
        S of the Act and were "restricted securities" under the Act and could
        not be resold without registration under the Act or an applicable exemption
        from the registration requirements of the Act.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | On June 17, 2004, we issued 248,685 shares to the
        holders of our replacement debentures, at the average market price of
        $0.067 per share. No commissions or fees were paid in connection with
        the issuance of the shares. The sales were completed pursuant to Regulation
        S of the Act on the basis that each holder of the replacement debentures
        is a non-U.S. person, as defined under Regulation S of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|3. | On July 9, 2004, we completed a private placement,
        with one investor of 2,500,000 units at a price of $0.05 per unit for
        total proceeds of $125,000. Each Unit will be comprised of one common
        share of the Company (each a "Share"); one Series A share purchase warrant
        ("A Warrant") and one Series B share purchase warrant ("B Warrant"). One
        A Warrant will entitle the subscriber to purchase one additional common
        share of the Company at an exercise price of $0.065 US per share at any
        time up to and including July 9, 2006. One B Warrant will entitle the
        subscriber to purchase one additional common share of the Company at an
        exercise price of $0.075 US per share at any time up to and including
        July 9, 2006. A commission of $12,500 was paid in connection with the
        offering. The sales were completed pursuant to Regulation S of the Act
        on the basis that the purchaser is a non-U.S. person, as defined under
        Regulation S of the Act. All securities issued were endorsed with a restrictive
        legend confirming that the securities had been issued pursuant to Regulation
        S of the Act and were "restricted securities" under the Act and could
        not be resold without registration under the Act or an applicable exemption
        from the registration requirements of the Act.
|  
|4. | On August 31, 2004, we issued 86,588 shares to the
        holders of our replacement debentures, at the average market price of
        $0.049 per share. No commissions or fees were paid in connection with
        the issuance of the shares. The sales were completed pursuant to Regulation
        S of the Act on the basis that each holder of the replacement debentures
        is a non-U.S. person, as defined under Regulation S of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

We have completed the following unregistered sales of securities subsequent to August 31, 2004:

|1. | On September 15, 2004, we completed a private placement,
        with one investor of 2,857,143 units at a price of $0.035 per unit for
        total proceeds of $100,000. Each Unit will be comprised of one common
        share of the Company (each a "Share"); one Series A share purchase warrant
        ("A Warrant") and one Series B share purchase warrant ("B Warrant"). One
        A Warrant will entitle the subscriber to purchase one additional common
        share of the Company at an exercise price of $0.055 US per share at any
        time up to and including September 15, 2006. One B Warrant will entitle
        the subscriber to purchase one
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

---

|   | additional common share of the Company at an exercise
        price of $0.0575 US per share at any time up to and including September
        15, 2006. A commission of $10,000 was paid in connection with the offering.
        The sales were completed pursuant to Regulation S of the Act on the basis
        that the purchaser is a non- U.S. person, as defined under Regulation
        S of the Act. All securities issued were endorsed with a restrictive legend
        confirming that the securities had been issued pursuant to Regulation
        S of the Act and were "restricted securities" under the Act and could
        not be resold without registration under the Act or an applicable exemption
        from the registration requirements of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | On September 17, 2004, we completed a private placement,
        with one investor of 2,500,000 units at a price of $0.04 per unit for
        total proceeds of $100,000. Each Unit will be comprised of one common
        share of the Company (each a "Share"); one Series A share purchase warrant
        ("A Warrant") and one Series B share purchase warrant ("B Warrant"). One
        A Warrant will entitle the subscriber to purchase one additional common
        share of the Company at an exercise price of $0.055 US per share at any
        time up to and including September 15, 2006. One B Warrant will entitle
        the subscriber to purchase one additional common share of the Company
        at an exercise price of $0.065 US per share at any time up to and including
        September 15, 2006. A commission of $10,000 was paid in connection with
        the offering. The sales were completed pursuant to Regulation S of the
        Act on the basis that the purchaser is a non-U.S. person, as defined under
        Regulation S of the Act. All securities issued were endorsed with a restrictive
        legend confirming that the securities had been issued pursuant to Regulation
        S of the Act and were "restricted securities" under the Act and could
        not be resold without registration under the Act or an applicable exemption
        from the registration requirements of the Act.                                       
|  
|3. | On October 1, 2004, we completed a private placement,
        with one investor of 2,333,333 units at a price of $0.03 per unit for
        total proceeds of $70,000. Each unit is comprised of one common share
        and one purchase warrant. One warrant entitles the subscriber to purchase
        one additional common share at a price of $0.06 up to October 1, 2005.
        No commission was paid in connection with the offering. The sales were
        completed pursuant to Regulation S of the Act on the basis that the purchaser
        is a non-U.S. person, as defined under Regulation S of the Act. All securities
        issued were endorsed with a restrictive legend confirming that the securities
        had been issued pursuant to Regulation S of the Act and were "restricted
        securities" under the Act and could not be resold without registration
        under the Act or an applicable exemption from the registration requirements
        of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|4. | To date, we have issued 480,000 shares to each of
        Henry R. Canciglia and Terri D. Smith, for an aggregate of 960,000 shares,
        pursuant to the consultant agreement between us and Smith Canciglia Consulting,
        Inc. ("Smith Canciglia Consulting") dated May 16, 2004. The shares were
        issued pursuant to Section 4(2) of the Act and are "restricted securities",
        as defined under the Act, that cannot be resold without registration under
        the Act or an applicable exemption from the registration requirements
        of the Act. Each of Henry R. Canciglia and Terri D. Smith had access to
        information regarding our business, operations and financial condition
        by virtue of its position as a consultant, had opportunity to discuss
        this information with our management and is a sophisticated investor by
        virtue of its experience and background and is capable, by reason of such
        experience and background, of evaluating the merits and risks of an investment
        in our common shares. Each of Henry R. Canciglia and Terri D. Smith further
        represented to us that they are an "accredited investor" as defined in
        Rule 501(a) of Regulation D and acquired the securities for investment
        only and not with a view toward distribution. No general solicitation
        or general advertising was conducted in connection with the offering of
        the units

Item 3.                  Default
  Upon Senior Securities

We are currently in default of obligations pursuant to convertible
  debentures in the aggregate principal amount of $140,000, plus accrued interest
  of $70,835. There is no agreement to exchange this amount of remaining original
  convertible debentures into replacement debentures.

Item 4.                  Submission
  of Matters to a Vote of Security Holders

None

22

---

Item 5.                  Other
  Information

None

Item 6.                  Exhibits
  and Reports on Form 8-K

(a)                  Exhibits

|Exhibit |  |                                                                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                           
|3.1     |  | Articles of the Company
        (1)                                                                                                                                                                       
|        |  |                                                                                                                                                                                                           
|3.2     |  | Amendment to Articles of
        the Company (2)                                                                                                                                                          
|        |  |                                                                                                                                                                                                           
|3.3     |  | Altered Memorandum of the
        Company(3)                                                                                                                                                              
|        |  |                                                                                                                                                                                                           
|3.4     |  | Amendment to Articles of
        the Company(8)                                                                                                                                                           
|        |  |                                                                                                                                                                                                           
|4.1     |  | Share certificate representing
        common shares of the capital of the Company (1)                                                                                                                    
|        |  |                                                                                                                                                                                                           
|10.1    |  | Agreement for Conditional
        Purchase and Sale of Mining Property between the Company and  Roger
        C. Burggraf dated October 6, 1978  Grant Mine Property (1)                                 
|        |  |                                                                                                                                                                                                           
|10.2    |  | Agreement for Conditional
        Purchase and Sale of Mining Property between the Company and  Paul
        Barelka, Donald May and Mark Thoennes dated May 12, 1979  St. Paul
        Property (1)     
|        |  |                                                                                                                                                                                                           
|10.3    |  | Lease of Mining Claims with
        Option to Purchase between the Company and Alaska Mining  Company,
        Inc. dated February 3, 1995  Hammond Property (4)                                         
|        |  |                                                                                                                                                                                                           
|10.4    |  | Change of Control Agreement
        between the Company and Garry L. Anselmo dated May, 1995 (6)                                                                                                          
|        |  |                                                                                                                                                                                                           
|10.5    |  | Change of Control Agreement
        between the Company and James Dixon dated May, 1995 (6)                                                                                                               
|        |  |                                                                                                                                                                                                           
|10.6    |  | Amendment to Change of Control
        Agreement between the Company and Garry L. Anselmo (6)                                                                                                             
|        |  |                                                                                                                                                                                                           
|10.7    |  | Operating Agreement between
        the Company and Tri-Con Mining Ltd. dated January 1, 1997(5)                                                                                                          
|        |  |                                                                                                                                                                                                           
|10.8    |  | Operating Agreement between
        the Company and Tri-Con Mining Inc. dated January 1, 1997 (6)                                                                                                         
|        |  |                                                                                                                                                                                                           
|10.9    |  | Operating Agreement between
        the Company and Tri-Con Mining Alaska Inc. dated January 1,  1997
        (6)                                                                                         
|        |  |                                                                                                                                                                                                           
|10.10   |  | Contract between the Company
        and Dr. Warrack Willson dated March 19, 2001 (6)                                                                                                                     
|        |  |                                                                                                                                                                                                           
|10.11   |  | Equipment Lease Agreement
        between the Company and Airport Equipment Rentals Inc. dated  October
        11, 2002 (6)                                                                              
|        |  |                                                                                                                                                                                                           
|10.12   |  | 2003 Stock Option
        Plan (7)                                                                                                                                                                        
|        |  |                                                                                                                                                                                                           
|10.13   |  | Form of Warrant Exercise
        Agreement between the Company and certain of the selling  security
        holders (9)                                                                                   
|        |  |                                                                                                                                                                                                           
|10.14   |  | Consultant Agreement between
        the Company and CEOcast, Inc. dated April 21, 2004 (9)                                                                                                               
|        |  |                                                                                                                                                                                                           
|10.15   |  | Subscription Agreement between
        the Company and Christoph Bruning dated May 10, 2004 (9)                                                                                                           
|        |  |                                                                                                                                                                                                           
|10.16   |  | Consultant Agreement between
        the Company and Smith Conciglia Consulting, Inc. dated May  16, 2004
        (9)                                                                                     
|        |  |                                                                                                                                                                                                           
|10.17   |  | Form of Delay Agreement
        between the Company and certain of the Selling Shareholders. (9)                                                                                                          
|        |  |                                                                                                                                                                                                           
|10.18   |  | 2004 Stock Option Plan (10)                                                                                                                                                                               
|        |  |                                                                                                                                                                                                           
|31.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of  the Sarbanes-Oxley Act of 2002 (11)                                                      
|        |  |                                                                                                                                                                                                           
|32.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002(11)

|(1) | Filed as an exhibit to the Company's Registration Statement on Form 10
      filed initially on May 11, 1984, as amended.
|--- | -------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed
      on July 15, 1997.                         
|(3) | Filed as an exhibit to the Company's Current Report on Form 8-K filed
      on September 11, 2002.                       

23

---

|(4) | Filed as an exhibit to the Company's Annual Report on Form 10-K for the
      year ended November 30, 1995.  
|--- | -------------------------------------------------------------------------------------------------------------
|(5) | Filed as an exhibit to the Company's Annual Report on Form 10-K for the
      year ended November 30, 1996.  
|(6) | Filed as an exhibit to the Company's Annual Report on Form 10-KSB for
      the year ended November 30, 2002.
|(7) | Filed as an exhibit to the Company's Schedule 14A Proxy Statement filed
      April 29, 2003.                
|(8) | Filed as an exhibit to the Company's Current Report on Form 8-K filed
      on June 13, 2003.                

|(9)  | Filed as an exhibit to the Company's Registration
        Statement on Form SB-2 filed on May 19, 2004;
|---- | -------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Company's Quarterly Report
        on Form 10-QSB filed on July 15, 2004.   
|(11) | Filed as an exhibit to Quarterly Report on Form
        10-QSB.                                        

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during our fiscal quarter ended August 31, 2004.

24

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                                | SILVERADO GOLD MINES LTD.    
|------------------------------- | -----------------------------
|                                |                              
|                                |                              
|                                |                              
|                                |                              
|DATE:    October 19,
      2004 | /s/ Garry L. Anselmo         
|                                | Garry L. Anselmo             
|                                | President                    
|                                | Chief Executive Officer      
|                                | (Principal Executive Officer)
|                                | Chief Financial Officer      
|                                | (Principal Financial Officer)

25

---