---

**UNITED STATES
  SECURITIES 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 ended August 31, 2005

 ̈ 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 daysx Yes ̈
  No

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: 316,287,506 common
  shares, no par value, outstanding as of October 11, 2005.

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act).Yes  ̈ No x

---

ITEM 1. FINANCIAL STATEMENTS

|SILVERADO GOLD MINES LTD.            
|-------------------------------------
|(An Exploration Stage Company)       
|CONSOLIDATED BALANCE SHEETS          
|August 31, 2005 and November 30, 2004
|(Stated in United States Dollars)    

|ASSETS                                                      |   | 2005        |   |   | 2004        |  
|----------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                            |   | (Unaudited) |   |   |             |  
|Current                                                     |   |             |   |   |             |  
|Cash and cash
      equivalents                             | $ | 159,482     |   | $ | 12,828      |  
|Gold inventory                                              |   | 24,435      |   |   | 48,819      |  
|Amounts receivable                                          |   | 7,398       |   |   | 8,162       |  
|Prepaid expense                                             |   | -           |   |   | 122,000     |  
|Exploration and
      development advances                  |   | 384,184     |   |   | 532,131     |  
|                                                            |   |             |   |   |             |  
|                                                            |   | 575,499     |   |   | 723,940     |  
|Property, plant and equipment                               |   | 1,337,881   |   |   | 1,640,791   |  
|                                                            |   |             |   |   |             |  
|                                                            | $ | 1,913,380   |   | $ | 2,364,731   |  
|                                                            |   |             |   |   |             |  
|LIABILITIES                                                 |   |             |   |   |             |  
|Current                                                     |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities              | $ | 426,307     |   | $ | 365,297     |  
|Mineral claims royalty
      payable                        |   | 320,000     |   |   | 320,000     |  
|Convertible debentures, current portion                     |   | 176,652     |   |   | 176,652     |  
|Capital lease
      obligation, current portion             |   | 323,734     |   |   | 510,014     |  
|                                                            |   |             |   |   |             |  
|                                                            |   | 1,246,693   |   |   | 1,371,963   |  
|Asset retirement obligation                                 |   | 533,031     |   |   | 489,300     |  
|Capital lease obligations                                   |   | 449,141     |   |   | 407,468     |  
|                                                            |   |             |   |   |             |  
|                                                            |   | 2,228,865   |   |   | 2,268,731   |  
|                                                            |   |             |   |   |             |  
|SHAREHOLDERS EQUITY
      (DEFICIT)                        |   |             |   |   |             |  
|Capital stock                                               |   |             |   |   |             |  
|Authorized: unlimited common shares with no
      par value |   |             |   |   |             |  
|Issued and outstanding:                                     |   |             |   |   |             |  
|312,417,505 common
      shares (2004: 224,449,587)         |   | 70,613,338  |   |   | 68,253,942  |  
|Additional capital stock options                            |   | 466,314     |   |   | 466,314     |  
|Shares to be issued                                         |   | -           |   |   | 70,000      |  
|Accumulated deficit during exploration                      |   | (71,395,137 | ) |   | (68,694,256 | )
|                                                            |   |             |   |   |             |  
|                                                            |   | (315,485    | ) |   | 96,000      |  
|                                                            |   |             |   |   |             |  
|                                                            | $ | 1,913,380   |   | $ | 2,364,731   |  

See accompanying notes to financial statements

2

---

SILVERADO GOLD MINES LTD.(An Exploration Stage
Company)CONSOLIDATED STATEMENTS OF OPERATIONS for the three and nine
months ended August 31, 2005 and August 31, 2004 (Stated in United States
Dollars)

|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   | Period Since     |  
|------------------------------------------------- | - | ---------------------------------- | - | - | --------------------------------- | - | - | -------------- | - | - | ----------- | - | - | ---------------- | -
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   | Recommencement   |  
|                                                  |   | Three months ended
      August 31 |   |   | Nine months ended
      August 31 |   |   | Of Exploration |  
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   | Stage            |  
|                                                  |   | 2005                               |   |   | 2004                              |   |   | 2005           |   |   | 2004        |   |   | December 1, 2001 |  
|                                                  |   | (Unaudited)                        |   |   | (Unaudited)                       |   |   | (Unaudited)    |   |   | (Unaudited) |   |   | To August 31,    |  
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   | 2005             |  
|                                                  |   |                                    |   |   | (Restated)                        |   |   |                |   |   | (Restated)  |   |   | (Restated)       |  
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|General and Administrative Expenses               |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Accounting and audit                              | $ | 22,256                             |   | $ | 15,199                            |   | $ | 74,556         |   | $ | 49,429      |   | $ | 176,276          |  
|Advertising and promotion                         |   | 44,846                             |   |   | 61,373                            |   |   | 181,884        |   |   | 188,768     |   |   | 1,444,154        |  
|Consulting fees                                   |   | 20,085                             |   |   | 61,657                            |   |   | 344,246        |   |   | 560,382     |   |   | 4,365,204        |  
|Depreciation, accretion and impairment            |   | 95,709                             |   |   | 66,220                            |   |   | 199,543        |   |   | 198,178     |   |   | 1,684,116        |  
|Exploration expenses                              |   | 122,476                            |   |   | 200,267                           |   |   | 422,073        |   |   | 1,263,629   |   |   | 8,303,237        |  
|Financing activities                              |   | -                                  |   |   | -                                 |   |   | 252,003        |   |   | -           |   |   | 252,003          |  
|Interest on convertible
      debentures          |   | 3,258                              |   |   | 1,946                             |   |   | 9,774          |   |   | 10,390      |   |   | 670,148          |  
|Interest on capital lease obligations             |   | 14,657                             |   |   | 18,272                            |   |   | 41,575         |   |   | 52,457      |   |   | 228,080          |  
|Legal                                             |   | 5,396                              |   |   | 51,757                            |   |   | 63,717         |   |   | 92,012      |   |   | 270,291          |  
|Management services                               |   | 337,711                            |   |   | 168,693                           |   |   | 626,322        |   |   | 493,068     |   |   | 1,363,700        |  
|Office                                            |   | 87,584                             |   |   | 109,142                           |   |   | 315,843        |   |   | 341,345     |   |   | 1,603,061        |  
|Other interest and bank charges                   |   | 1,719                              |   |   | 2,825                             |   |   | 4,751          |   |   | 5,167       |   |   | 39,739           |  
|Reporting and investor
      relations            |   | 28,282                             |   |   | 2,591                             |   |   | 44,605         |   |   | 10,434      |   |   | 96,991           |  
|Research                                          |   | 26,537                             |   |   | 28,386                            |   |   | 91,436         |   |   | 55,386      |   |   | 576,822          |  
|Transfer agent fees and
      mailing             |   | 6,450                              |   |   | 4,584                             |   |   | 18,714         |   |   | 27,395      |   |   | 86,938           |  
|Write-off of mineral claim expenditures           |   | -                                  |   |   | -                                 |   |   | -              |   |   | -           |   |   | 1,159,529        |  
|Write-down of property,
      plant and equipment |   | -                                  |   |   | -                                 |   |   | -              |   |   | -           |   |   | 285,875          |  
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Total General and Administrative Expenses         |   | (816,966                           | ) |   | (792,912                          | ) |   | (2,691,042     | ) |   | (3,348,040  | ) |   | (22,606,164      | )
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Other Income (Expense)                            |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Interest and other income                         |   | 626                                |   |   | 635                               |   |   | 1,390          |   |   | 2,674       |   |   | 91,885           |  
|Gain (loss) on foreign exchange                   |   | 78,835                             |   |   | 46,459                            |   |   | (11,228        | ) |   | (1,654      | ) |   | 121,061          |  
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Total Other Income (Expense)                      |   | 79,461                             |   |   | 47,094                            |   |   | (9,838         | ) |   | 1,020       |   |   | 212,946          |  
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Cumulative effect of accounting change            |   | -                                  |   |   | -                                 |   |   | -              |   |   | -           |   |   | (153,226         | )
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Loss and comprehensive loss for the period        | $ | (737,505                           | ) | $ | (745,818                          | ) | $ | (2,700,880     | ) | $ | (3,347,020  | ) | $ | (22,546,444      | )
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Net loss per share                                | $ | (0.01                              | ) | $ | (0.01                             | ) | $ | (0.01          | ) | $ | (0.02       | ) |   |                  |  
|                                                  |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|Basic and diluted weighted average number of      |   |                                    |   |   |                                   |   |   |                |   |   |             |   |   |                  |  
|common shares outstanding                         |   | 292,906,521                        |   |   | 196,964,585                       |   |   | 266,659,207    |   |   | 179,573,077 |   |   |                  |  

See accompanying notes to financial statements

3

---

SILVERADO GOLD MINES LTD.(An Exploration Stage
Company)CONSOLIDATED STATEMENTS OF CASH FLOWS for the nine months ended
August 31, 2005 and August 31, 2004, (Stated in United States
Dollars)

|                                                             |   |                             |   |   |                      |   |   | Period Since       |  
|------------------------------------------------------------ | - | --------------------------- | - | - | -------------------- | - | - | ------------------ | -
|                                                             |   |                             |   |   |                      |   |   | Recommencement     |  
|                                                             |   | Nine Months Ended August 31 |   |   | Of Exploration Stage |  
|                                                             |   | 2005                        |   |   | 2004                 |   |   | December 1, 2001   |  
|                                                             |   | (Unaudited)                 |   |   | (Unaudited)          |   |   | to August 31, 2005 |  
|                                                             |   |                             |   |   | (Restated)           |   |   | (Restated)         |  
|Cash Flows used in Operating Activities                      |   |                             |   |   |                      |   |   |                    |  
|Net loss for the
      period                                | $ | (2,700,880                  | ) | $ | (3,347,020           | ) | $ | (22,546,444        | )
|Adjustments to reconcile loss to
      net cash provided     |   |                             |   |   |                      |   |   |                    |  
|by (used in)
      operating activities:                     |   |                             |   |   |                      |   |   |                    |  
|Cumulative effect
      of accounting change                 |   | -                           |   |   | -                    |   |   | 153,226            |  
|Depreciation, accretion and impairment                       |   | 199,543                     |   |   | 198,178              |   |   | 1,684,116          |  
|Stock based
      compensation                               |   | -                           |   |   | -                    |   |   | 2,252,950          |  
|Stock issued for debenture                                   |   | -                           |   |   | (10,862              | ) |   | 217,687            |  
|Non-cash
      consulting expense                            |   | 284,900                     |   |   | 378,030              |   |   | 862,040            |  
|Non-cash financing expense                                   |   | 252,003                     |   |   | -                    |   |   | 252,003            |  
|Interest accrued                                             |   | -                           |   |   | -                    |   |   | 486,370            |  
|Write-off of mineral claim expenditures                      |   | -                           |   |   | -                    |   |   | 1,159,529          |  
|Write-down of
      property, plant and equipment            |   | -                           |   |   | -                    |   |   | 285,875            |  
|Changes in
      non-cash operating working capital:         |   |                             |   |   |                      |   |   |                    |  
|Amounts receivable                                           |   | 764                         |   |   | 11,356               |   |   | (4,522             | )
|Gold inventory                                               |   | 24,384                      |   |   | (88,450              | ) |   | (13,295            | )
|Prepaid expense                                              |   | 122,000                     |   |   | -                    |   |   | -                  |  
|Exploration and development advances                         |   | 147,947                     |   |   | (21,465              | ) |   | (384,184           | )
|Share
      subscriptions issued                             |   | (70,000                     | ) |   | 135,000              |   |   | 115,000            |  
|Accounts payable and accrued liabilities                     |   | 61,011                      |   |   | (34,782              | ) |   | (170,086           | )
|Increase in
      mineral claims royalty payable             |   | -                           |   |   | -                    |   |   | 3,500              |  
|                                                             |   |                             |   |   |                      |   |   |                    |  
|Net cash used in Operating Activities                        |   | (1,678,328                  | ) |   | (2,780,015           | ) |   | (15,646,235        | )
|                                                             |   |                             |   |   |                      |   |   |                    |  
|Cash Flows used in Investing Activities                      |   |                             |   |   |                      |   |   |                    |  
|Purchase of
      property, plant and equipment              |   | (6,101                      | ) |   | (4,870               | ) |   | (1,333,494         | )
|Disposal of property, plant and
      equipment              |   | 153,200                     |   |   | -                    |   |   | 256,252            |  
|                                                             |   |                             |   |   |                      |   |   |                    |  
|Net cash provided (used) from Investing Activities           |   | 147,099                     |   |   | (4,870               | ) |   | (1,077,242         | )
|                                                             |   |                             |   |   |                      |   |   |                    |  
|Cash Flows from Financing Activities                         |   |                             |   |   |                      |   |   |                    |  
|Common stock
      issued for cash (net of share issue cost) |   | 1,822,490                   |   |   | 2,607,643            |   |   | 17,693,954         |  
|Repayment of convertible
      debentures                    |   | -                           |   |   | -                    |   |   | (38,347            | )
|Repayment of
      loans payable                             |   | -                           |   |   | -                    |   |   | (35,729            | )
|Repayment of capital lease
      obligations                 |   | (144,607                    | ) |   | (198,949             | ) |   | (435,917           | )
|Due to related
      party                                   |   | -                           |   |   | -                    |   |   | (318,095           | )
|                                                             |   |                             |   |   |                      |   |   |                    |  
|Net cash provided from Financing Activities                  |   | 1,677,883                   |   |   | 2,408,694            |   |   | 16,865,866         |  
|                                                             |   |                             |   |   |                      |   |   |                    |  
|Increase (decrease) in cash and cash
      equivalents       |   | 146,654                     |   |   | (376,191             | ) |   | 142,389            |  
|                                                             |   |                             |   |   |                      |   |   |                    |  
|Cash and cash equivalents, beginning of
      period         |   | 12,828                      |   |   | 397,290              |   |   | 17,093             |  
|                                                             |   |                             |   |   |                      |   |   |                    |  
|Cash at end of the period                                    | $ | 159,482                     |   | $ | 21,099               |   | $ | 159,482            |  

See accompanying notes to financial statements

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, 2005 and August 31, 2004

|1. | Basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The unaudited consolidated financial statements include
      the accounts of Silverado Gold Mines Ltd. and its wholly-owned subsidiary
      Silverado Green Fuel Inc. 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
      the United States.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The accompanying unaudited consolidated financial
      statements do not include all information and footnote disclosures
      required under United States 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, 2005, 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, 2005, and August 31, 2004, 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,
      2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Going concern:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | At August 31, 2005, we had a working capital deficiency
      of $671,194, up from a working capital deficiency of $648,023 at November
      30, 2004, primarily as a result of a reduction in our prepaid expense and
      exploration and development advances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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, 2005 and August 31, 2004

|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 development and
        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. The Tri-Con Group does not charge the Company
        for the services of its directors who are also directors of the Company.
        At August 31, 2005, we had prepaid $384,184 to the Tri-Con Mining Group
        for exploration and administration services to be performed during the
        current fiscal year on behalf of the Company. 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, | 
| | ----------------------------------------------------------- | - | ---------- |  | - | ---------- | 
| |                                                             |   | 2005       |  |   | 2004       | 
| |                                                             |   |            |  |   |            | 
| | Exploration services                                        | $ | 366,591    |  | $ | 1,102,850  | 
| | Administrative and management services                      |   | 654,711    |  |   | 498,255    | 
| | Research                                                    |   | 91,436     |  |   | 55,386     | 
| |                                                             | $ | 1,112,738  |  | $ | 1,656,491  | 
| |                                                             |   |            |  |   |            | 
| | Amount of total charges in excess of Tri-Con costs incurred | $ | 91,903     |  | $ | 197,744    | 
| |                                                             |   |            |  |   |            | 
| | Excess amount charged as a percentage of actual costs       |   |            |  |   |            | 
| | incurred                                                    |   | 8.26%      |  |   | 11.9%      | 

|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, 2005 and August 31, 2004

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

| |                                          |   | August 31, |   |   | August 31, |  
| | ---------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                          |   | 2005       |   |   | 2004       |  
| |                                          |   |            |   |   |            |  
| | Sale of fixed assets under capital lease | $ | 101,500    |   | $ | 100,000    |  
| | Issuance of shares for:                  |   |            |   |   |            |  
| | Debentures                               |   | -          |   |   | 189,992    |  
| | Interest on debentures                   |   | -          |   |   | 5,789      |  
| | Financing activities                     |   | 252,003    |   |   | -          |  
| | Consulting services                      |   | 284,900    |   |   | 378,030    |  
| | Capital lease obligation                 |   | (101,500   | ) |   | (100,000   | )

|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) On October 11, 2002, the Company entered into a lease
      purchase agreement whereby the Company would purchase mining equipment
      valued at a total of $1,496,150. The agreement required payment upon
      signing of $550,000 (paid), $100,000 (paid) on or before December 1, 2003
      and 24 equal payments thereafter for the balance of the purchase price
      plus interest at a rate of 12% per annum.

|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, 2005 and August 31, 2004

|7. | Lease purchase agreement (continued):
|-- | -------------------------------------
|   |                                      
|   | b)                                   
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      

|                             |   |          |   |   |           |  
|---------------------------- | - | -------- | - | - | --------- | -
|                             |   | 2005     |   |   | 2004      |  
|                             |   |          |   |   |           |  
|November 30, 2004            | $ | -        |   | $ | 269,253   |  
|November 30, 2005            |   | 380,488  |   |   | 586,206   |  
|November 30, 2006            |   | 492,472  |   |   | 213,610   |  
|                             |   |          |   |   |           |  
|Total minimum lease payments |   | 872,960  |   |   | 1,069,069 |  
|Less: interest               |   | (100,085 | ) |   | (75,713   | )
|                             |   |          |   |   |           |  
|                             |   | 772,875  |   |   | 993,356   |  
|Less: current portion        |   | 323,734  |   |   | (504,124  | )
|                             |   |          |   |   |           |  
|Long-term portion            | $ | 449,141  |   | $ | 489,232   |  

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, 2005 and August 31, 2004

|8. | Restatement of financial statements:
      The comparative consolidated financial statements for the
        period ended August 31, 2004 have been restated to give effect to the
        write-off of exploration and mineral property costs previously capitalized.
      The effect of the impact of the restatements on loss and
        comprehensive loss for the period and loss per share is as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                        |   | August 31, |  
| | ---------------------------------------------------------------------- | - | ---------- | -
| |                                                                        |   | 2004       |  
| | Loss and comprehensive loss for the period,
      as previously stated | $ | (2,305,180 | )
| | Exploration expenses                                                   |   | (1,044,514 | )
| | Loss and comprehensive loss for the period, as restated                | $ | (3,347,020 | )
| | Net loss per share, as previously stated                               | $ | (0.01      | )
| | Exploration costs written off                                          |   | (0.01      | )
| | Net loss per share,
      as restated                                  | $ | (0.02      | )

|9. | Subsequent events:                         
|-- | -------------------------------------------
|   |                                            
|   | Subsequent to August 31, 2005, the Company:
|   |                                            
|   | (a)                                        

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 continue with exploration activities at the Nolan Gold Project.
These plans include exploration for both placer gold deposits and lode gold
deposits at the Nolan Gold Project. Our exploration activities include lode
drilling and trenching, geochemical and geophysical surveys, placer drilling,
and bulk placer test mining work that we carry out as part of our exploration
programs.

We are also seeking financing to enable us to proceed with the
retrofitting and operation of our Grant Mill Facility as a demonstration
facility to establish the combustion characteristics and marketability of
low-rank coal-water fuel to be used as a replacement fuel in 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.    

We are an exploration stage company. All of our properties are
  presently in the exploration stage. We do not have any commercially viable reserves
  on any of our properties. There is no assurance that a commercially viable mineral
  deposit exists on any of our mineral properties. Further exploration will be
  required before a final evaluation of the feasibility of commercial mining on
  any of our properties is determined. There is no assurance that further exploration
  will result in a final evaluation that determines a commercially viable mineral
  deposit exists on any of our mineral properties.

10

---

PLAN OF OPERATIONS

Our plan of operation for the next twelve months is discussed
  below:

The Nolan Gold Project

We plan to conduct further exploration at the Nolan Placer and
Nolan Lode properties within the Nolan Gold Project. Our planned geological
exploration program is described in detail in the section of our Annual Report
on Form 10-KSB for the year ended November 30, 2004 entitled Description of
Properties  Nolan Gold Project. The objective of this geological exploration
program is to further define both placer and lode gold occurrences in order to
provide a basis for future exploration activities, including test mining
activities, at the Nolan Gold Project. Our lode exploration work is intended to
increase our geologic knowledge on the Solomon Shear Trend.

We plan to spend approximately $1,960,000 in the next twelve
months in carrying out our exploration activities for the Nolan Gold Project,
subject to our raising additional financing. Of this amount, we anticipate
approximately $1,300,000 will be spent on test mining activities, with the
balance of $660,000 being spent on other exploration activities, including the
phase one drilling program on the Marys Bench East deposit and continued
exploration for lode gold occurrences along the Solomon Shear Trend. The actual
amount that we spend on exploration will depend on the actual amount of funds
that we have available for exploration. We are presently seeking sufficient
financing to enable us to proceed with these plans and will require additional
financing within the next three months in order to proceed with our exploration
plans, including winter test mining and gravel processing for gold recovery
during the summer of 2006. We did not process any gravel for gold recovery
during the summer of 2005. There is no assurance that we will secure the
necessary financing to proceed with those plans. While the costs of exploration
and test mining may be off-set by recoveries from sales of gold that we may
achieve these recoveries may not exceed the costs of our exploration programs
including our test mining activities. Further, 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 below.

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,
exploration costs, the price of gold and available capital. Further, the extent
of our exploration programs that we undertake will be dependent upon the amount
of financing available to us.

We do not have any commercially viable reserves on any of our
properties that comprise the Nolan Gold Project or any of our other properties.
We plan to carry out exploration activities on the Nolan Gold Project that are
referred to as test mining activities. The objectives of the test mining
activities on the Nolan Gold Project are to expand our knowledge on bulk
extraction costs and methods, continue development of geological data of the
placer deposits on the Nolan Gold Project and to recover gold from test mining
activities in order to recover a portion of the expense associated with
exploration of the Nolan Gold Project. As we have not established commercially
viable reserves on the Nolan Gold Project, there is no assurance that any
recoveries of gold from test mining activities will be sufficient to pay for the
full cost of exploration. There is no assurance that our test mining activities
will result in a final evaluation that a commercially viable mineral deposit
exists on any of our mineral properties that comprise the Nolan Gold
Project.

Low-Rank Coal-Water Fuel Project

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

11

---

RESULTS OF OPERATIONS

Nine months ended August 31, 2005 compared to the nine
months ended August 31, 2004.

Revenues

We did not earn revenues during the nine months ended August
31, 2005 or August 31, 2004 as we did not reach commercial production of gold
from the Nolan Gold Project during either of these periods. Under our accounting
policies, any sales of gold recovered as a result of our exploration activities
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.

Expenses

Our expenses decreased to $2,691,042 for the nine months ended
August 31, 2005 compared to $3,348,040 for the nine months ended August 31,
2004, representing a decrease of $656,998 or 20%. Our expenses increased to
$816,966 for the three months ended August 31, 2005 compared to $792,912 for the
three months ended August 31, 2004 representing an increase of $24,054 or 3%.
The overall decrease in expenses was primarily attributable to reductions in
exploration expenses during the nine months ended August 31, 2005 as a result of
our having less funds with which to pursue exploration. Expenses associated with
consulting fees also declined as a result of our decreased activity. Decreases
on these expenditures were in-part off-set by increases in accounting and audit,
financing, management services and research expenses.

Our decreased exploration activity on our mineral properties
resulted in a reduction of our general exploration expenses to $422,073 for the
nine months ended August 31, 2005 compared to $1,263,629 for the nine months
ended August 31, 2004. General exploration expenses decreased to $122,476 for
the three months ended August 31, 2005 compared to $200,267 for the three months
ended August 31, 2004. 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 2004. These exploration
activities included drilling and exploration activities on the Nolan Deep
Channel, Marys Bench, and Treasure Chest areas. We anticipate that our
exploration expenses will increase if we are able to obtain the necessary
funding to proceed with our planned drilling and exploration activities on the
Nolan Gold properties, subject to our achieving the necessary financing. During
the nine months ended August 31, 2005 we sold 52 troy ounces of gold for
proceeds of $22,333 which have been directly applied as a reduction to
exploration costs in accordance with our accounting policies.

Research activities attributable to the low-rank coal-water
fuel technology increased to $91,436 for the nine months ended August 31, 2005
compared to $55,386 for the nine months ended August 31, 2004. These expenses
decreased to $26,537 for the three months ended August 31, 2005 from $28,386 for
the three months ended August 31, 2004. Our research activities are primarily in
connection with the pursuit of government and private funding for the
development of the low-rank coal-water fuel technology and include the
compensation of Dr. Warrack Willson.

Office expenses decreased to $315,843 for the nine months ended
August 31, 2005 compared to $341,345 for the nine months ended August 31, 2004,
representing a decrease of $25,502 or 8%. Office expenses decreased to $87,584
for the three months ended August 31, 2005 compared to $109,142 for the three
months ended August 31, 2004, representing a decrease of $21,558 or 20%. The
decrease during the nine months of our current fiscal year reflects a decline in
our general office operating costs and activity in our offices in Fairbanks,
Alaska due to the reduced exploration activities during the nine months of our
current fiscal year.

Management services expenses increased to $626,322 for the nine
months ended August 31, 2005 compared to $493,068 for the nine months ended
August 31, 2004, representing an increase of $133,254 or 27%. Management
services expenses increased to $337,711 for the three months ended August 31,
2005 compared to $168,693 for the three months ended August 31, 2004. Consulting
fees decreased to $344,246 for the nine months ended August 31, 2005 compared to
$560,382 for the nine months ended August 31, 2004, representing

12

---

a decrease of $216,136 or 39%. These fees decreased to $20,085
for the three months ended August 31, 2005 compared to $61,657 for the three
months ended August 31, 2004. 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. The
overall decreases in consulting expenses and management services reflects our
decreased activity during the first nine months of 2005 compared to the first
nine months of 2004.

Loss

Our loss and comprehensive loss decreased to $2,700,880 for the
nine months ended August 31, 2005 compared to $3,347,020 for the nine months
ended August 31, 2004 representing a decrease of $646,140 or 19%. Our loss and
comprehensive loss decreased to $737,505 for the three months ended August 31,
2005 compared to $745,818 for the three months ended August 31, 2004. These
decreases in our loss were primarily attributable to reduced exploration and
consulting expenses during the nine months ended August 31, 2005. We anticipate
that we will continue to incur a loss until such time as we can achieve
commercial production from the Nolan Gold Project, of which there is no
assurance.

LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

We had cash and cash equivalents of $159,482 as of August 31,
2005, compared to cash of $12,828 as of November 30, 2004. We had a working
capital deficiency of $671,194 as of August 31, 2005, compared to a working
capital deficiency of $648,023 as of November 30, 2004. The increase in our
working capital deficiency was primarily the result of a reduction in our
prepaid expense and exploration and development advances during the nine months
ended August 31, 2005.

We will require additional financing during the current fiscal
year due to our current working capital deficiency, our plan of operations for
the Nolan Gold Project, our planned exploration activities and our plan to
continue to pursue financing through U.S. and state government programs and
initiatives and through private sources. We plan to spend approximately
$1,960,000 in the next twelve months in carrying out our exploration activities
for the Nolan Gold Project. We anticipate spending approximately $300,000 during
the next twelve months on our work to seek funding in connection with
establishment of the demonstration facility at the Grant Mill. We presently do
not have sufficient financing to enable us to proceed with these plans and will
require additional financing within the next three months if we are able to
proceed with our exploration plans, including test mining activities during the
winter of 2005/2006 and process gravel for gold recovery during the summer of
2006. Our actual expenditures on these activities will depend on the actual
amount of funds that we have available as a result of our financing efforts.
There is no assurance that we will be able to raise the necessary financing. See
Risk Factors.

Cash Used in Operating Activities

Cash used in operating activities decreased to $1,678,328 for
  the nine months ended August 31, 2005, compared to $2,780,015 for the nine months
  ended August 31, 2004, predominantly as a result of our reduced exploration
  activity. We funded the cash used in operating activities primarily through
  equity sales of our common shares.

13

---

Investing Activities

Cash provided by investing activities increased to $147,099 during
  the nine months ended August 31, 2005 compared to cash used in investing activities
  of $4,870 during the nine months ended August 31, 2004, representing an increase
  of $151,969. The increase was due to sale of mining equipment.

Financing Activities

Cash provided by financing activities decreased to $1,677,884
for the nine months ended August 31, 2005, compared to $2,408,694 for the nine
months ended August 31, 2004. Cash provided by financing activities was
primarily attributable to 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.

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.

During the year ended November 30, 2004, we entered into an
agreement to combine the two lease agreements. The new agreement required
payment upon signing of $50,000 (paid), monthly payments of $25,000 to December
2004 and $48,851 thereafter until July 2006 for the balance of principal plus
interest at a rate of 7.5% per annum.

As at August 31, 2005, the total amount outstanding under the
revised lease purchase agreements was $872,960, including interest of $100,085.
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 $380,488 during the 2005 fiscal year and
$492,472 during the 2006 fiscal year.

Tri-Con Group

We had pre-paid $384,184 to the Tri-Con Group as of August 31,
2005 in connection with planned exploration activities to be carried out on the
Nolan Gold Project during fiscal 2005. 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 the year ended November 30,
2004 further disclosure regarding our operating agreements with the Tri-Con
Group.

14

---

Debt

The amount of our convertible debt outstanding was $176,652 as
of August 31, 2005. All of this amount is current. Included in this amount is a
convertible debenture in the amount of $140,000 which is in default and has
accrued interest of $84,427. It is unclear as to whether this amount will ever
be converted into common shares as we have been unsuccessful in our extensive
attempts to locate the holders of these debentures. There is no agreement to
exchange this amount of remaining original convertible debentures into
replacement debentures.

As of November 30, 2004, we had repaid in full all previously
outstanding convertible debentures that we had renegotiated as of March 1,
2001.

Mineral Properties

As of August 31, 2005, we were in arrears of required mineral
property claims and option payments of $320,000 in respect of our Hammond
Property and therefore the rights to the property were adversely affected.
However, we are currently in the process of re-negotiating the terms and
conditions of the Agreement with the property owner. The property owner has
confirmed that our mineral claims and options are in good standing on the
understanding we will use our best efforts to pay the minimum royalty payments,
including the payments that are in arrears for the past four years, when
business conditions permit. There is however no assurance that we will be able
to re-negotiate this agreement.

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 seeking financing
from the U.S. Government and from private sources to achieve the full
$20,000,000 funding for this project. There is no assurance that we will be
awarded any grant or private funding or that we 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
activities, including test mining activities.

Restatement

Our consolidated financial statements for the years ended
November 30, 2003 and 2002 have been restated to give effect to (i) the
write-off of exploration and mineral property costs previously capitalized, (ii)
the write down of equipment relating to our Grant mine mill, (iii) to correct a
computation error in the amount of asset retirement obligations, and (vi) to
correct an error in recording the effect of the issuance of shares of common
stock issued at a 20% discount to debenture holders upon repayment of amounts
due by way of stock issued instead of cash. Please refer to Note 17 of our
audited financial statements for the years ended November 30, 2003 and 2002
included with our second amended Form 10-KSB for the year ended November 30,
2003 for a summary of the impact of this restatement on our results of
operations for 2003. Please refer to Note 8 of our interim financial statements
for the nine months ended August 31, 2005 for a summary of the impact of this
restatement on our results of operations for that period.

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. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future and/
or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they become due. The
outcome of these matters cannot be predicted with any certainty at this time and
raise substantial doubt that we will be able to continue as a going concern. Our
financial statements do not include any adjustments to the amount and
classification of assets and liabilities that may be necessary should we be
unable to continue as a going concern.

15

---

We plan to continue raising capital through private placements
and warrant issues, although there is no assurance that any additional private
placement financings will be achieved. 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.

CRITICAL ACCOUNTING POLICIES

Exploration Stage Company

The Securities and Exchange Commissions Exchange Act Guide 7
Description of Property by Issuers Engaged or to be Engaged in Significant
Mining Operations requires that mining companies in the exploration stage
should not refer to themselves as development stage companies in their financial
statements, even though such companies should comply with Financial Accounting
Board Statement No. 7, if applicable. We are an exploration stage company under
the SECs Guide 7 and accordingly, we have not been referred to as a development
stage company in our financial statements. Accumulated results of operations are
presented from December 1, 2001, the date we re-entered the exploration
stage.

Mineral claim payments and exploration costs

We expense all costs related to the acquisition, maintenance
and exploration of mineral claims in which we have secured exploration rights
prior to establishment of proven and probable reserves. To date, we have not
established the commercial feasibility of our exploration prospects, therefore,
all costs are being expensed.

Asset retirement obligation

Effective December 1, 2002, we adopted SFAS 143, Accounting for
Asset Retirement Obligations, which addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated retirement costs. The standard applies to legal obligations
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and normal use of the asset.

SFAS No. 143 requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The fair value of the
liability is added to the carrying amount of the associated asset and this
additional carrying amount is depreciated over the life of the asset. The
liability is accreted at the end of each period through charges to operating
expense. If the obligation is settled for other than the carrying amount of the
liability, we will recognize a gain or loss on settlement.

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. The value of shares issued to
non-employees for services is based on the quoted market price of our shares as
of the date of issue.

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.

16

---

If we do not obtain new financings, the amount of funds
available to us to pursue exploration 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. We will continue to require
additional financing to complete our plan of operations for exploration work at
the Nolan Gold Project 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, including additional test mining 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 three fiscal years there is no assurance that we
will be able to achieve the financing necessary to enable us to proceed with our
exploration activities, including test mining activities,.

We had a working capital deficiency of $671,194 as of August
31, 2005. We did not report revenues in our last three fiscal years ended
November 30, 2004, 2003 or 2002 or in the nine months ended August 31, 2005. Our
plan of operations calls for substantial expenditures of $1,960,000 to be
incurred by us over the next twelve months in order to continue exploration
activities at the Nolan Gold Project. While we will apply proceeds from gold
sales generated from our test mining activities to cover our exploration
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 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 activities, including our
planned test mining 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 any amounts we recover from test mining activities on the Nolan Gold
Project will be exceed the costs of recovering this gold.

Our activities at the Nolan Gold Project are in the exploration
stage. While we have undertaken test mining activities at the Nolan Gold Project
as part of our exploration programs, we have not yet established 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 test mining 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 costs of exploration will exceed any amount recovered from test
mining activities that we carry out as part of our exploration program on the
Nolan Gold Project.

If we are unable to achieve projected gold recoveries from
our test mining activities at the Nolan Gold Project, then our financial
condition will be adversely affected and we will have less cash with which to
pursue our operations.

We plan to undertake test mining activities as part of our
exploration program for the Nolan Gold Project. Our objective is to recover gold
from test mining activities to off-set the exploration cost of our test mining
activities. As we have not established any reserves on this property, there is
no assurance that actual recoveries of gold from material mined during test
mining activities will equal or exceed our exploration costs. 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 condition will be adversely affected.

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

17

---

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 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 golds industrial, jewelry 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;                                                                                        
|    |                                                                                                                                                                               
|(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 financial condition and ability to pursue
additional exploration will be adversely affected.

We have proceeded with test mining 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 used in test mining
activities at the Nolan Gold Project will be greater than anticipated. Increase
cash used in test mining activities 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 test mining activities on the Nolan Gold
Project. In this event, our financial condition will be adversely affected and
will have less funds with which to pursue our exploration programs.

If our exploration costs are higher than anticipated, then
our financial condition and ability to pursue additional exploration 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 our exploration activities, including test mining activities, that we
plan to carry out at our Nolan Gold Project, and for our general and
administrative expenses. In this event, our financial condition will be
adversely affected, our losses will increase and we will have less funds with
which to pursue our exploration programs. Factors that could cause exploration
costs to increase include adverse weather conditions, difficult terrain and
shortages of qualified personnel.

Exploration activities, including test mining and operating
activities, are inherently hazardous.

Mineral exploration activities, including test mining
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,
test mining 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.

18

---

There is no assurance that any of our mineral resources will
ever be classified as reserves under the disclosure standards of the Securities
and Exchange Commission.

Our annual report on Form 10-KSB for the year ended November
30, 2004 discusses our mineral resources in accordance with Canadian National
Instrument 43-101, as discussed under the section of this annual report entitled
Description of Properties. Resources are classified as measured resources,
indicated resources and inferred resources under NI 43-101. However, U.S.
investors are cautioned that the United States Securities and Exchange
Commission does not recognized these resource classifications. There is no
assurance that any of our mineral resources will be converted into reserves
under the disclosure standards of the United States Securities and Exchange
Commission.

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 activities, including test mining 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 test mining 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
test mining 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 activities, including test mining activities,
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.

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 audited financial statements included with our Annual
Report for the year ended November 30, 2004 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,
2004. 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.

19

---

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 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 programs 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 and three year operation
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 and from private sources to fund the construction of
the demonstration facility. There is no assurance that we will succeed in
obtaining government or private 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.

20

---

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, 2005, 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 August
31, 2005, 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.                                                                                                                                          

21

---

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We currently are not a party to any material legal proceedings
and to our knowledge, no such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

We have reported sales of securities without registration under
the Securities Act of 1933 during our fiscal quarter ended August 31, 2005 on
the following Current Report on Form 8-K that we have filed with the Securities
and Exchange Commission:

Report
    Date of Filing with SECCurrent Report on Form 8-K
    July
      1, 2005Current Report on Form 8-K
    August 24, 2005


We have completed the following unregistered sales of
securities subsequent to August 31, 2005:

|1. | On September 2, 2005, we issued 500,000 common shares to
      one investor at a price of $0.03 per share for total proceeds of $15,000
      pursuant to a private placement transaction. No commissions were paid in
      connection with this private placement transaction. The issuance of shares
      was completed pursuant to Rule 506 of Regulation D of the Act on the basis
      that the investor is an accredited investor, as defined under Rule 501
      of Regulation D of the Act. All securities issued were issued as
      restricted securities and were endorsed with a restrictive legend
      confirming that the securities could not be resold without registration
      under the Act or an applicable exemption from the registration
      requirements of the Act. No general solicitation or general advertising
      was conducted in connection with the sales of the shares.                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | On September 6, 2005, we issued 436,667 common shares to
      three investors at a price of $0.03 per share for total proceeds of
      $13,100 pursuant to three separate private placement transactions. No
      commissions were paid in connection with these private placement
      transactions. The issuance of shares was completed pursuant to Rule 506 of
      Regulation D of the Act on the basis that each investor is an accredited
      investor, as defined under Rule 501 of Regulation D of the Act. All
      securities issued were issued as restricted securities and were endorsed
      with a restrictive legend confirming that the securities could not be
      resold without registration under the Act or an applicable exemption from
      the registration requirements of the Act. No general solicitation or
      general advertising was conducted in connection with the sales of the
      shares.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | On September 9, 2005, we issued 1,100,000 common shares
      to two investors at a price of $0.03 per share for total proceeds of
      $33,000 pursuant to two separate private placement transactions. No
      commissions were paid in connection with these private placement
      transactions. The issuance of shares was completed pursuant to Rule 506 of
      Regulation D of the Act on the basis that each investor is an accredited
      investor, as defined under Rule 501 of Regulation D of the Act. All
      securities issued were issued as restricted securities and were endorsed
      with a restrictive legend confirming that the securities could not be
      resold without registration under the Act or an applicable exemption from
      the registration requirements of the Act. No general solicitation or
      general advertising was conducted in connection with the sales of the
      shares.  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | On September 21, 2005, we issued 1,233,334 common shares
      to three investors at a price of $0.03 per share for total proceeds of
      $37,000 pursuant to three separate private placement transactions. No
      commissions were paid in connection with these private placement
      transactions. The issuance of shares was completed pursuant to Rule 506 of
      Regulation D of the Act on the basis that each investor is an accredited
      investor, as defined under Rule 501 of Regulation D of the Act. All
      securities issued were issued as restricted securities and were endorsed
      with a restrictive legend confirming that the securities could not be
      resold without registration under the Act or an applicable exemption from
      the registration                                                                                                                                           

22

---

|   | requirements of the Act. No general solicitation or
      general advertising was conducted in connection with the sales of the
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | On September 26, 2005, we completed a private placement
      with one investor of 200,000 shares at a price of $0.03 per share for
      total proceeds of $6,000. This sale was 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. No commissions were paid in
      connection with this private placement. 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.                                                                                                                               
|
|
|
|
|
|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6. | On September 30, 2005, we completed private placements
      with two investors for 300,000 shares at a price of $0.03 per share for
      total proceeds of $9,000. These 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. No commissions were paid
      in connection with this private placement. 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.                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | On October 3, 2005, we issued 100,000 common shares to
      one investor at a price of $0.03 per share for total proceeds of $3,000
      pursuant to a private placement transaction. No commissions were paid in
      connection with this private placement transaction. The issuance of shares
      was completed pursuant to Rule 506 of Regulation D of the Act on the basis
      that each investor is an accredited investor, as defined under Rule 501
      of Regulation D of the Act. All securities issued were issued as
      restricted securities and were endorsed with a restrictive legend
      confirming that the securities could not be resold without registration
      under the Act or an applicable exemption from the registration
      requirements of the Act. No general solicitation or general advertising
      was conducted in connection with the sales of the shares.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8. | On October 11, 2005, we completed a private placement
      with one investor for 240,000 shares at a price of $0.03 per share for
      total proceeds of $7,200. These 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. No commissions were paid
      in connection with this private placement. 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.                                                                                                                             
|
|
|
|

|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 $78,827. 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.                                                                                                                                                                                                                                                                                                          |                                                          
|                                                                                                                                                                                                                                                                                                               |                                                          
|ITEM 5.                                                                                                                                                                                                                                                                                                        | OTHER INFORMATION                                        
|                                                                                                                                                                                                                                                                                                               |                                                          
|None.                                                                                                                                                                                                                                                                                                          |                                                          
|                                                                                                                                                                                                                                                                                                               |                                                          
|ITEM 6.                                                                                                                                                                                                                                                                                                        | EXHIBITS AND REPORTS ON FORM 8-K                         

23

---

Exhibit Number
      Description of Exhibit3.1
      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
        Canciglia 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.                       
|(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.                                                            

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 14,
      2005** |                              
|                                 |                              
|                                 | /s/
      Garry L. Anselmo   
|                                 | Garry L. Anselmo             
|                                 | President                    
|                                 | Chief Executive Officer      
|                                 | (Principal Executive Officer)
|                                 | Chief Financial Officer      
|                                 | (Principal Financial Officer)

25

---