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

FORM 10-QSB

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

For the quarterly period endedMay 31, 2004

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

For the transition period __________ to__________

Commission File Number 0-12132

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

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

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

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

State the number of shares outstanding of each of the issuer's
  classes of common stock, as of the latest practicable date: 197,867,523 Shares
  of no par value Common Stock outstanding as of July 7, 2004.

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SILVERADO GOLD MINES LTD.
  Consolidated Balance Sheets 
  (Expressed in United States Dollars)

|                                                           |   | May 31,     |  |   | November 30, | 
|---------------------------------------------------------- | - | ----------- |  | - | ------------ | 
|                                                           |   | 2004        |  |   | 2003         | 
|                                                           |   | (unaudited) |  |   |              | 
|Assets                                                     |   |             |  |   |              | 
|Current assets:                                            |   |             |  |   |              | 
|Cash and cash equivalents                                  | $ | 354,485     |  | $ | 397,290      | 
|Gold inventory                                             |   | 190,982     |  |   | 100,519      | 
|Accounts receivable                                        |   | 11,196      |  |   | 23,093       | 
|                                                           |   | 556,663     |  |   | 520,902      | 
|                                                           |   |             |  |   |              | 
|Exploration and development advances                       |   | 152,370     |  |   | 118,889      | 
|Mineral properties                                         |   | 7,582,330   |  |   | 6,690,362    | 
|Buildings, plant and equipment                             |   | 2,697,237   |  |   | 2,926,663    | 
|                                                           |   |             |  |   |              | 
|                                                           | $ | 10,988,600  |  | $ | 10,256,816   | 
|                                                           |   |             |  |   |              | 
|Liabilities and Stockholders' Equity                       |   |             |  |   |              | 
|Current liabilities:                                       |   |             |  |   |              | 
|Accounts payable and accrued
      liabilities             |   | 629,023     |  |   | 594,840      | 
|Loans payable secured by
      gold inventory              |   | 7,873       |  |   | 7,873        | 
|Mineral claims payable                                     |   | 240,000     |  |   | 240,000      | 
|Debentures, current portion
      (note 6 (a))             |   | 213,707     |  |   | 193,303      | 
|Current portion of
      capital lease obligation (note 7) |   | 504,124     |  |   | 594,085      | 
|                                                           |   | 1,594,727   |  |   | 1,630,101    | 
|                                                           |   |             |  |   |              | 
|Debentures (note 6 (a))                                    |   | -           |  |   | 194,142      | 
|Capital lease obligations (note 7)                         |   | 489,232     |  |   | 641,492      | 
|                                                           |   | 2,083,959   |  |   | 2,465,735    | 

|Stockholders' equity:                 |   |             |   |   |             |  
|------------------------------------- | - | ----------- | - | - | ----------- | -
|Common stock:                         |   |             |   |   |             |  
|Authorized: 200,000,000 common shares |   |             |   |   |             |  
|Issued and outstanding:               |   |             |   |   |             |  
|May 31, 2004  185,148,838            |   | 66,199,556  |   |   |             |  
|November 30, 2003  146,027,352       |   | -           |   |   | 63,568,652  |  
|Additional paid-in capital            |   | 464,314     |   |   | 464,314     |  
|Shares to be issued                   |   | 245,000     |   |   | 115,000     |  
|Deferred compensation                 |   | (15,822     | ) |   | (77,712     | )
|Accumulated deficit                   |   | (57,988,407 | ) |   | (56,279,173 | )
|                                      |   | 8,904,641   |   |   | 7,791,081   |  
|                                      |   |             |   |   |             |  
|                                      | $ | 10,988,600  |   | $ | 10,256,816  |  

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

2

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SILVERADO GOLD MINES LTD.
  Consolidated Statements of Operations 
  (Expressed in United States Dollars)

|                                                 |   | Six months   |   |   | Six months   |  
|------------------------------------------------ | - | ------------ | - | - | ------------ | -
|                                                 |   | ended        |   |   | ended        |  
|                                                 |   | May 31, 2004 |   |   | May 31, 2003 |  
|                                                 |   | (unaudited)  |   |   | (unaudited)  |  
|                                                 |   |              |   |   |              |  
|Expenses:                                        |   |              |   |   |              |  
|                                                 |   |              |   |   |              |  
|Accounting and audit                             | $ | 34,230       |   | $ | 13,976       |  
|Advertising and promotion                        |   | 127,395      |   |   | 272,111      |  
|Consulting fees                                  |   | 498,725      |   |   | 911,014      |  
|Depreciation                                     |   | 131,958      |   |   | 129,224      |  
|General exploration                              |   | 171,394      |   |   | 70,217       |  
|Interest on debentures                           |   | 8,444        |   |   | 36,169       |  
|Legal                                            |   | 40,255       |   |   | 41,557       |  
|Loss (gain) on foreign exchange                  |   | 48,113       |   |   | (63,988      | )
|Management services
      from related party     |   | 324,375      |   |   | 150,410      |  
|Office expenses                                  |   | 232,203      |   |   | 439,271      |  
|Other interest and bank
      charges            |   | 36,527       |   |   | 2,201        |  
|Reporting and investor relations                 |   | 7,843        |   |   | 5,562        |  
|Research                                         |   | 27,000       |   |   | 107,327      |  
|Transfer agent fees
      and mailing expenses   |   | 22,811       |   |   | 11,327       |  
|                                                 |   | 1,711,273    |   |   | 2,126,377    |  
|                                                 |   |              |   |   |              |  
|Interest and other income                        |   | 2,039        |   |   | 4,185        |  
|                                                 |   |              |   |   |              |  
|Loss and comprehensive loss for the
      period | $ | (1,709,234   | ) | $ | (2,122,192   | )
|                                                 |   |              |   |   |              |  
|Loss per share - basic and diluted               | $ | (0.01        | ) | $ | (0.02        | )
|Weighted average number of                       |   |              |   |   |              |  
|common shares outstanding                        |   | 170,655,392  |   |   | 107,277,673  |  

3

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SILVERADO GOLD MINES LTD.
  Consolidated Statements of Operations 
  (Expressed in United States Dollars)

|                                                 |   | Three months |   |   | Three months |  
|------------------------------------------------ | - | ------------ | - | - | ------------ | -
|                                                 |   | ended        |   |   | ended        |  
|                                                 |   | May 31, 2004 |   |   | May 31, 2003 |  
|                                                 |   | (unaudited)  |   |   | (unaudited)  |  
|                                                 |   |              |   |   |              |  
|Expenses:                                        |   |              |   |   |              |  
|                                                 |   |              |   |   |              |  
|Accounting and audit                             | $ | 23,984       |   | $ | 9,347        |  
|Advertising and promotion                        |   | 66,980       |   |   | 54,220       |  
|Consulting fees                                  |   | 127,496      |   |   | 283,841      |  
|Depreciation                                     |   | 58,613       |   |   | 68,700       |  
|General exploration                              |   | 63,601       |   |   | 70,217       |  
|Interest on debentures                           |   | 3,677        |   |   | 12,390       |  
|Legal                                            |   | 23,922       |   |   | 15,406       |  
|Loss (gain) on foreign exchange                  |   | 27,107       |   |   | (50,827      | )
|Management services from
      related party     |   | 150,116      |   |   | 87,227       |  
|Office expenses                                  |   | 114,021      |   |   | 185,821      |  
|Other interest and bank
      charges            |   | 20,784       |   |   | 1,221        |  
|Reporting and investor relations                 |   | 6,347        |   |   | 3,528        |  
|Research                                         |   | 27,000       |   |   | 48,173       |  
|Transfer agent fees
      and mailing expenses   |   | 15,994       |   |   | 5,992        |  
|                                                 |   | 729,642      |   |   | 795,297      |  
|                                                 |   |              |   |   |              |  
|Interest and other income                        |   | 1,309        |   |   | 236          |  
|                                                 |   |              |   |   |              |  
|Loss and comprehensive loss for the
      period | $ | (728,333     | ) | $ | (795,021     | )
|                                                 |   |              |   |   |              |  
|Loss per share - basic and diluted               | $ | (0.01        | ) | $ | (0.01        | )
|Weighted average number of                       |   |              |   |   |              |  
|common shares outstanding                        |   | 178,121,438  |   |   | 109,954,673  |  

4

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SILVERADO GOLD MINES LTD.
  Consolidated Statements of Cash Flows 
  (Expressed in United States Dollars)

|                                                                 |   | Six months   |   |   | Six months   |  
|---------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                 |   | ended        |   |   | ended        |  
|                                                                 |   | May 31, 2004 |   |   | May 31, 2003 |  
|                                                                 |   | (unaudited)  |   |   | (unaudited)  |  
|                                                                 |   |              |   |   |              |  
|Cash provided by (used in):                                      |   |              |   |   |              |  
|                                                                 |   |              |   |   |              |  
|Operating activities:                                            |   |              |   |   |              |  
|Loss for the period                                              | $ | (1,709,234   | ) | $ | (2,122,192   | )
|Adjustments to reconcile loss to net cash used by operating      |   |              |   |   |              |  
|activities                                                       |   |              |   |   |              |  
|Depreciation, an item not
      involving cash                   |   | 131,958      |   |   | 129,224      |  
|Stock issued for services                                        |   | 353,530      |   |   | 833,679      |  
|Interest accrued                                                 |   | 16,276       |   |   | -            |  
|Changes in non-cash operating
      working capital:             |   |              |   |   |              |  
|Accounts receivable                                              |   | 11,897       |   |   | (1,255       | )
|Increase in inventory                                            |   | (90,463      | ) |   | -            |  
|Accounts payable and accrued liabilities                         |   | 34,183       |   |   | (77,962      | )
|Decrease in mineral claims payable                               |   | -            |   |   | (140,000     | )
|                                                                 |   | (1,251,853   | ) |   | (1,378,506   | )
|Financing activities:                                            |   |              |   |   |              |  
|Shares issued for cash                                           |   | 2,278,333    |   |   | 4,201,750    |  
|Decrease in loans payable                                        |   | -            |   |   | (27,856      | )
|Repayment of debenture liability                                 |   | -            |   |   | (21,697      | )
|Repayment of capital lease
      obligation                      |   | (142,221     | ) |   | -            |  
|                                                                 |   | 2,136,112    |   |   | 4,152,197    |  
|Investing activities:                                            |   |              |   |   |              |  
|Advances for exploration
      and development                   |   | (33,481      | ) |   | 157,354      |  
|Mineral claims and
      options expenditures, net of recoveries |   | (891,968     | ) |   | (2,853,675   | )
|Purchase of equipment                                            |   | (1,615       | ) |   | (441,995     | )
|                                                                 |   | (927,064     | ) |   | (3,138,316   | )
|                                                                 |   |              |   |   |              |  
|Net decrease in cash                                             |   | (42,805      | ) |   | (364,625     | )
|                                                                 |   |              |   |   |              |  
|Cash, beginning of period                                        |   | 397,290      |   |   | 905,000      |  
|                                                                 |   |              |   |   |              |  
|Cash, end of the period                                          | $ | 354,485      |   | $ | 540,375      |  
|                                                                 |   |              |   |   |              |  
|                                                                 |   |              |   |   |              |  
|Supplementary disclosure with respect to cash flow               |   |              |   |   |              |  
|(note 5)                                                         |   |              |   |   |              |  

5

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SILVERADO GOLD MINES LTD.
  Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Six months ended May 31, 2004 and May 31, 2003

|1. | Basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The unaudited consolidated balance sheets, the unaudited
        consolidated statements of operations and cash flows include the accounts
        of us and our wholly-owned subsidiary company. These statements have been
        prepared in accordance with United States generally accepted accounting
        principles for interim financial information. These financial statements
        comply, in all material respects, with generally accepted accounting principles
        in Canada.                                                                                                                                                                                                                                                                                      
|  
|   | The accompanying unaudited consolidated financial
        statements do not include all information and footnote disclosures required
        under United States or Canadian generally accepted accounting principles.
        In our opinion, all adjustments (consisting solely of normal recurring
        accruals) considered necessary for a fair presentation of the financial
        position, results of operations and cash flows as at May 31, 2004, and
        for all periods presented, have been included. Readers of these financial
        statements should note that interim results for the six-month periods
        ended May 31, 2004, and May 31, 2003, are not necessarily indicative of
        the results that may be expected for the fiscal year as a whole.
|  
|   | These financial statements should be read in conjunction
        with the consolidated financial statements and notes thereto included
        in our annual report on Form 10-KSB for the fiscal year ended November
        30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|2. | Continuing operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | At May 31, 2004, we had a working capital deficiency
        of $1,038,064, up from a working capital deficiency of $1,109,199 at November
        30, 2003, primarily as a result of decreased funding from issuances of
        common stock and an increase of our debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | These financial statements have been prepared on
        a going concern basis, which assumes the realization of assets and settlement
        of liabilities in the normal course of business. The application of the
        going concern concept and the recovery of amounts recorded as mineral
        properties and buildings, plant and equipment is dependent on our ability
        to obtain additional financing to fund our operations and acquisition,
        exploration and development activities, the discovery of economically
        recoverable ore on our properties, and the attainment of profitable operations.                                                                                                                                                   

5

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SILVERADO GOLD MINES LTD.
  Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Six months ended May 31, 2004 and May 31, 2003

|2. | Continuing operations (continued):
      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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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, exploration,
        and development 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. Services of the directors of the Tri-Con
        Mining Group are charged at a rate of CAD $75 per hour. Services of the
        directors of the Tri-Con Mining Group who are also directors of ours are
        not charged. At May 31, 2004, we had prepaid $152,370 to the Tri-Con Mining
        Group for exploration, development and administration services to be performed
        during the current fiscal year on behalf of us. The Tri-Con Mining Group's
        services for the current fiscal year are focusing mainly on the our Low-Rank
        Coal-Water Fuel program as well as corporate planning and preparation
        for year round production on our Nolan property, and administration services
        at both our field and corporate offices.
      The aggregate amounts paid to the Tri-Con Group each
        period by category, including amounts relating to the Grant Mine Project
        and Nolan properties, for disbursements and for services rendered by the
        Tri-Con Group personnel working on our projects, and including interest
        charged on outstanding balance at the Tri-Con Group's borrowing costs
        are shown below:

| |                                                                   |   | May 31,   |  |   | May 31,   | 
| | ----------------------------------------------------------------- | - | --------- |  | - | --------- | 
| |                                                                   |   | 2004      |  |   | 2003      | 
| |                                                                   |   |           |  |   |           | 
| | Exploration and development services                              | $ | 878,886   |  | $ | 2,097,917 | 
| | Administrative and management services                            |   | 328,282   |  |   | 128,060   | 
| | Research                                                          |   | 27,000    |  |   | 107,327   | 
| |                                                                   | $ | 1,234,168 |  | $ | 2,333,304 | 
| |                                                                   |   |           |  |   |           | 
| | Amount of total charges in excess of
      Tri-Con costs incurred | $ | 186,520   |  | $ | 547,583   | 
| |                                                                   |   |           |  |   |           | 
| | Excess amount charged as a percentage of actual costs             |   |           |  |   |           | 
| | incurred                                                          |   | 15.1%     |  |   | 23.5%     | 

6

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SILVERADO GOLD MINES LTD.
  Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Six months ended May 31, 2004 and May 31, 2003

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

| |                                                     |   | May 31,  |   |   | May 31,  |  
| | --------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                     |   | 2004     |   |   | 2003     |  
| |                                                     |   |          |   |   |          |  
| | Sale (Purchase) of fixed assets under capital lease | $ | 100,000  |   | $ | (145,170 | )
| | Issuance of shares for:                             |   |          |   |   |          |  
| | Debentures                                          |   | 173,738  |   |   | 688,679  |  
| | Interest
      on debentures                        |   | 5,381    |   |   | 42,468   |  
| | Consulting
      services                           |   | 291,640  |   |   | 146,083  |  
| | Capital lease obligation                            |   | (100,000 | ) |   | 145,170  |  

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

7

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SILVERADO GOLD MINES LTD.
  Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Six months ended May 31, 2004 and May 31, 2003

|7. | Lease purchase agreement:
|-- | -------------------------
|  
|   | a)                       
|  
|   | b)                       
|  
|   |                          
|  
|   |                          
|  
|   |                          

8

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SILVERADO GOLD MINES LTD.
  Notes to Consolidated Financial Statements 
  (Unaudited) 
  (Expressed in United States Dollars)

Six months ended May 31, 2004 and May 31, 2003

| |  | A minimum future lease payment under capital leases as of May 31, 2004
      for each of the next three years and in the aggregate is:
| |  | --------------------------------------------------------------------------------------------------------------------------------------

| |  |                                    |   | Amount    | 
| |  | ---------------------------------- | - | --------- | 
| |  |                                    |   |           | 
| |  | November 30, 2004                  | $ | 269,253   | 
| |  | November 30, 2005                  |   | 586,206   | 
| |  | November 30, 2006                  |   | 213,610   | 
| |  |                                    |   |           | 
| |  | Total minimum lease payments       |   | 1,069,069 | 
| |  | Less: Amount representing interest |   | 75,713    | 
| |  |                                    |   | 993,356   | 
| |  | Less: Current portion              |   | 504,124   | 
| |  |                                    |   |           | 
| |  |                                    | $ | 489,232   | 

|8. | Subsequent events:
|-- | ------------------
|  
|   | (a)               
|  
|   | (b)               
|  
|   | (c)               
|  
|   | (d)               
|  
|   | (e)               
|  
|   | (f)               
|  
|   | (g)               

9

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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 ore reserve development
  and other factors. Forward-looking statements are made, without limitation,
  in relation to operating plans, property exploration and development, 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.

We are engaged in the acquisition, exploration and development
  of mineral properties in the State of Alaska. Currently, we are actively engaged
  in development, mining and exploration activities at our Nolan Gold Project.
  Our plan of operations for the next twelve months is to continue development,
  mining and exploration activities at the Nolan Gold Project. We are also seeking
  financing to enable us to construct a demonstration facility with the objective
  of establishing the viability of the production of low-rank coal-water fuel
  as a replacement for oil fired boilers and electrical utility generators.

We hold interests in four groups of mineral properties in
  Alaska, namely:

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

PLAN OF OPERATIONS

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

The Nolan Gold Project


Our plan of operation is to continue exploration, development
  and mining programs at the Nolan Gold Project. Our exploration activities are
  directed at the definition of placer gold targets and location of the lode source
  of the Nolan placer gold deposits. Gold placer exploration and development is
  presently ongoing to evaluate the gold bearing gravel deposits on the Nolan
  property which include extensive areas of ancient elevated bench gravels and
  deep channel gold bearing gravels. Placer gold is gold that has been separated
  from its host rock and is often re-concentrated in beds of old streams and rivers.
  Placer gold will occur in both nugget form and in fine gold form. Our exploration
  for lode gold is being focused on the Solomon Shear Trend. Lode gold is gold
  in place in the host rock. Our successful definition of a significant gold deposit
  in any of these areas could lead to us developing and mining those areas, subject
  to our achieving the necessary financing.

10

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Our recent development and mining activities have been carried
  out as part of a three year mining plan for the Nolan Gold Project. We have
  presently suspended our development and mining activities on the Nolan Deep
  Channel that are being carried out as part of the three year mining plan for
  the Nolan Gold Project. We anticipate proceeding with development and mining
  of the elevated benches above Nolan Creek, rather than continuing with the development
  and mining of the Nolan Deep Channel, as the elevated benches are less prone
  to the severe water problems that we encountered at the Nolan Deep Channel in
  winter 2002/2003. We believe that further development drilling on the Nolan
  Deep Channel is warranted prior to re-commencing development and mining activities
  at the Nolan Deep Channel in order to better delineate areas targeted for development
  and mining while minimizing inflow water problems.

We plan to spend approximately $2,400,000 in the next twelve
  months in carrying out our development, mining and exploration plans for the
  Nolan Gold Project. While this amount of expenditures may be off-set by any
  revenues we achieve from gold production, we anticipate that we will require
  substantial financing in order to proceed with our plan of operations. We will
  require additional financing to enable us to proceed with mining and development
  plans for the next 6 months. See the discussion of our cash resources and working
  capital under Liquidity and Financial Condition below and in the section entitled
  Risk Factors.

Planned Mining Operations


During the first half of 2004, we drilled and targeted the
  Mary's Bench East and the Swede Channel areas of the Nolan Gold Project with
  the objective of determining our mining plan for the 2004 summer and winter
  season. Based on our geological review of the results of our drilling program,
  we have determined to mine the gravel bench known as the Mary's Bench East that
  is located approximately 200 to 300 feet in elevation above the confluence of
  Nolan Creek and Archibald Creek. The results of our drilling program showed
  a possible buried channel, which we believe may be an upstream portion of the
  previously mined Swede Channel. Our mining plan will include the mining of Mary's
  Bench East by underground mining methods. Any gravel that is mined as part of
  our mining plan will be processed for gold recovery during the Spring and Summer
  of 2005.

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

Our 2003/2004 drilling on the Treasure Chest area intersected
  some gold-bearing material, but not yet in sufficient quantity to be of economic
  interest. We believe that further drilling is warranted.

Exploration Program Planned for Nolan during 2004


Preliminary drilling for lode gold deposits on the Solomon's
  Shear Trend at locations 4,000 feet apart in 1994 and in December, 2003, showed
  the presence of gold bearing structures. We are conducting surface surveys,
  including geophysics, geochemistry and geological mapping to identify further
  drill targets related to searching for the lode source(s) of the placer gold
  on the Nolan Project. The objective of this geological exploration program is
  to further define lode gold deposits in order to provide a basis for the assessment
  of the feasibility of future additional mining at the Nolan Gold Project.

We plan to conduct further exploration of the Nolan Placer,
  Nolan Lode, Smith Creek Placer, and Slisco Bench Placer properties that comprise
  the Nolan Gold project. Our planned geological exploration program is described
  in detail in Item 1. - Description of Business of our Annual Report on Form
  10-KSB for the year ended November 30, 2003.

We plan to spend approximately $600,000 on exploration activities
  during the next twelve months. This amount will fluctuate depending on the actual
  amount of funds that we have available for exploration. The exploration work
  to be completed will be subject to intermittent interruptions caused by inclement
  or intense cold weather.

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Low-Rank Coal-Water Fuel Project

We anticipate spending approximately $300,000 during the current
  fiscal year on our work with the United States Government in connection with
  establishment of the demonstration facility at the Grant Mill.

Based on news from the Department of Energy (DOE) we decided
  not to submit a proposal to the DOE's second solicitation under the Clean Coal
  Initiative this September, 2004. We had hoped that the second round, CCP12 solicitation
  would broaden the scope of the demonstration objectives. This did not occur
  and in fact the primary project objectives had an even narrower focus, "For
  this CCPI Round 2 Announcement, DOE's priorities are technology advancements
  for gasification-based electricity production, advanced mercury control, and
  sequestration and sequestration-readiness." While LRCWF would enable low-rank
  coals to be used in Texaco's slurry fed gasifiers, its use would not impact
  emissions or CO2 sequestration. Furthermore, in comparing the
  changes in the solicitation objectives between CCPI1 and 2, there can
  be little doubt that the second is geared exclusively to new or existing utilities.

We are continuing work to gain funding through the US Government
  and through private sources. Should we succeed in one or more of these endeavors,
  details will be released at such time as funding is concluded.

RESULTS OF OPERATIONS


Six months ended May 31, 2004 compared to the six months
  ended May 31, 2003.

Revenues

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

We presently do not plan to re-commence extraction activities
  in summer 2004. We plan to process any material that we mine for gold recovery
  from operations during the current year, including material mined from the Mary's
  Bench East placer gold deposit, in the summer of 2005 when available melt water
  will allow the processing of ore to separate gold. Accordingly, recoveries from
  gold that we mine during the remaining part of the current year and through
  the winter of 2004/5 are not anticipated to be realized until the third quarter
  of 2005. Under our accounting policies, any gold sales that may be realized
  will be treated as sales received incidental to developmental activities on
  the Nolan Gold Project until such time as we have reached commercial levels
  of gold production from the Nolan Gold Project. We cannot provide investors
  with any assurance as to sales of gold during fiscal 2005 due to the uncertainties
  of gold mining. See Risk Factors.

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

Operating Costs


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

We incurred development costs in the amount of $891,968, net
  of recoveries from gold sales, on the Nolan Gold Project during the six months
  ended May 31, 2004 compared to $2,853,675 during the six months ended May 31,
  2003. These development costs were incurred in connection with our development
  and mining activities at the Nolan Gold Project. Development costs were capitalized
  in accordance with our policy to capitalize development expenses prior to production.
  Development expenses at the Nolan Gold Project will be expensed as operating
  costs once production at the Nolan Gold Project commences.

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Expenses

Our expenses decreased to $1,711,273 for the six months ended
  May 31, 2004 compared to $2,126,377 for the six months ended May 31, 2003, representing
  a decrease of $415,104 or 20%. Our expenses decreased to $729,642 for the three
  months ended May 31, 2004 compared to $795,297 for the three months ended May
  31, 2003, representing a decrease of $65,655 or 8.3% . The decreases in expenses
  were primarily attributable to reductions in consulting fees, advertising and
  promotion, research and office expenses during the six months ended May 31,
  2004. Decreases on these expenditures were in-part off-set by increases in general
  exploration, transfer agent fees and management services from related party.

Management services attributable to the activities of the
  Tri-Con Group increased to $324,375 for the six months ended May 31, 2004 compared
  to $150,410 for the six months ended May 31, 2003. Management services attributable
  to the activities of the Tri-Con Group increased to $150,116 for the three months
  ended May 31, 2004 compared to $87,227 for the three months ended May 31, 2003.
  The increases were attributable to increased exploration activities during the
  first six months of our current fiscal year.

Our increased exploration activity on our mineral properties
  caused our general exploration expenses to increase to $171,394 for the six
  months ended May 31, 2004 compared to $70,217 for the six months ended May 31,
  2003. Our general exploration expenses decreased slightly to $63,601 for the
  three months ended May 31, 2004 compared to $70,217 for the three months ended
  May 31, 2003. The increase in exploration expenses during the first half of
  our current fiscal year was attributable to increased exploration activities
  at the Nolan Gold Project compared to 2003 when activities were directed to
  mining of the Nolan Deep Channel. These exploration activities included drilling
  and exploration activities on the Nolan Deep Channel, Mary's Bench, and Treasure
  Chest areas. We anticipate that these expenses will continue as we proceed with
  our planned drilling and exploration activities on the Nolan Gold properties.

Research activities attributable to the low-rank coal-water
  fuel technology decreased to $27,000 for the six months ended May 31, 2004 compared
  to $107,327 for the six months ended May 31, 2003. These expenses decreased
  to $27,000 for the three months ended May 31, 2004 from $48,173 for the three
  months ended May 31, 2003. Our research activities are primarily in connection
  with the submission of our application for a grant to the Department of Energy
  and include the compensation of Dr. Warrack Willson. We anticipate that these
  expenses will not increase during the current fiscal year based on our decision
  not to re-submit our application for the second round of financing. We do not
  expect significant research expenses as we plan to continue our focus on development,
  mining and exploration at the Nolan Gold Project.

Office expenses decreased to $232,203 for the six months ended
  May 31, 2004 compared to $439,271 for the six months ended May 31, 2003, representing
  a decrease of $207,068 or 47%. Office expenses decreased to $114,021 for the
  three months ended May 31, 2004 compared to $185,821 for the three months ended
  May 31, 2003, representing a decrease of $71,800 or 39%. These decreases reflect
  a decrease in our general operations and activity in our offices in Fairbanks,
  Alaska due to the fact that we were not carrying out mining activities during
  the first half of our current fiscal year.

Consulting fees decreased to $498,725 for the six months ended
  May 31, 2004 compared to $911,014 for the six months ended May 31, 2003, representing
  a decrease of $412,289 or 45%. Consulting fees decreased to $127,496 for the
  three months ended May 31, 2004 compared to $283,841 for the three months ended
  May 31, 2003, representing a decrease of $156,345 or 55%. The decreases were
  attributable to less stock based compensation paid to our consultants compared
  to last year. Compensation was recorded based on the quoted market price of
  our shares as of the date of issue.

Loss


Our loss decreased to $1,709,234 for the six months ended
  May 31, 2004 compared to $2,122,192 for the six months ended May 31, 2003 representing
  a decrease of $412,958 or 19%. Our loss decreased to $728,333 for the three
  months ended May 31, 2004 compared to $795,021 for the three months ended May
  31, 2003 representing a decrease of $66,688 or 8.4% . These decreases in our
  losses were primarily attributable to the decreases in our other expenses, as
  discussed above. We anticipate that we will continue to incur a loss until such
  time as we can achieve significant revenues from sales of gold processed from
  the Nolan Gold Project.

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LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

We had cash and cash equivalents of $354,485 as of May 31,
  2004, compared to cash of $397,290 as of November 30, 2003. We had a working
  capital deficiency of $1,038,064 as of May 31, 2004, compared to a working capital
  deficiency of $1,109,199 as of November 30, 2003. The increase in our working
  capital deficiency was primarily the result of decreased debt during the six
  months ended May 31, 2004.

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 re-submit
  a grant application to the Department of Energy. We require additional financing
  in order to enable us to proceed with our plan of operations for the next six
  months based on our current cash reserves. If we are unable to obtain the additional
  financing that we require in order to pursue our plan of operations, then we
  will scale back our mining and exploration activities according to the amount
  of financing available to us. While financing requirements will be off-set by
  revenues generated from gold sales, these gold sales are not anticipated to
  cover all financing requirements. In addition, recoveries from any gold sales
  from newly mined gold will not be realized under the third quarter of our 2005
  fiscal year, at the earliest, and will be subject to the quantity of gold recovered.

Cash Used in Operating Activities

Cash used in operating activities increased to $1,251,853
  for the six months ended May 31, 2004, compared to $1,378,506 for the six months
  ended May 31, 2003. We funded the cash used in operating activities primarily
  through equity sales of our common shares.

Financing Activities


Cash provided by financing activities decreased to $2,136,112
  for the six months ended May 31, 2004, compared to $4,152,197 for the six months
  ended May 31, 2003. All cash provided by financing activities was provided by
  share issuances. Cash provided by financing activities was used to fund our
  operating and investing activities. Equity financings were completed with private
  purchasers at prices that were reflective of the market price of our common
  shares as of the date of the financing.

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

Investing Activities

We used $927,064 in investing activities during the six months
  ended May 31, 2004 compared to $3,138,316 during the six months ended May 31,
  2003, representing a decrease of $2,211,252. The decrease was due to our scaling
  back mining operations at the Nolan Gold Project.

We incurred development costs in the amount of $891,968 on
  the Nolan Gold Project during the six months ended May 31, 2004 compared to
  $2,853,675 during the six months ended May 31, 2003, each net of recoveries.
  These amounts were capitalized and are included in our consolidated statements
  of cash flows as investing activities.

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 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

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before December 4, 2003 and 24 equal payments for the balance
  of the purchase price plus interest at a rate of 12% per annum.

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

As at May 31, 2004, the total amount outstanding under the
  revised lease purchase agreements was $1,069,069, including interest of $75,713.
  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 $269,253 during the 2004 fiscal year, $586,206
  during the 2005 fiscal year and $213,610 during the 2006 fiscal year.

Tri-Con Group


We had pre-paid $152,370 to the Tri-Con Group as of May 31,
  2004 in connection with planned development activities to be carried out on
  the Nolan Gold Project during fiscal 2004. These activities will be carried
  out by the Tri-Con Group on behalf of us in accordance with our operating agreements
  with the Tri-Con Group. See Item 12 Certain Relationships and Related
  Transactions of our Annual Report on Form 10-KSB for further disclosure regarding
  our operating agreements with the Tri-Con Group.

Debt Re-Structuring


On March 1, 2001, we completed negotiations to restructure
  our $2,000,000 convertible debentures. We approved the issuance of replacement
  debentures in the aggregate amount of $2,564,400 in consideration of cancellation
  of the $2,000,000 principal amount of the original debentures, plus all accrued
  interest on the original debentures to March 1, 2001. The replacement debentures
  bear interest of 8.0% per annum and mature March 1, 2006. Principal payments
  are due at the end of each month. Interest is due and payable on a quarterly
  basis on February 28, May 31, August 31, and November 30. If we fail to make
  any payment of principal or interest, we must issue shares equivalent in value
  to the unpaid amounts at 20% below the average market price for the 30 day period
  prior to the payment being made. We did not make any cash payments of principal
  or interest during the six months ended May 31, 2004. In December 2003, we issued
  1,119,342 shares at the average price of $0.11 per share to the debenture holders
  to satisfy the quarterly payments due November 30, 2003. The value of the transaction
  consists of $119,245 of principal and $3,883 of interest. In April 2004, we
  issued 559,915 shares at the average market price of $0.10 to the holders of
  the replacement debenture to satisfy the quarterly payments due February 29,
  2004. The value of the transaction for which the shares were issued consists
  of $54,493 of principal and $1,498 of interest. We issued 248,685 shares at
  the average market price of $0.067 to the holders of replacement debentures
  to satisfy the quarterly payments due May 31, 2004. The value of the transaction
  for which the shares were issued consists of $16,254 of principal and $408 of
  interest accrued to May 31, 2004.

As at May 31, 2004, $1,860,000 plus $524,892 of accrued interest
  has been exchanged for replacement debentures. The amount of the replacement
  debentures outstanding as of May 31, 2004 was $20,404, all of which is classified
  as current. Remaining original convertible debentures of $140,000 plus accrued
  interest of $70,835 are in default and are recorded as current liabilities.
  There is no agreement to exchange this amount of remaining original convertible
  debentures into replacement debentures.

Low-Rank Coal-Water Fuel Business


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

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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 mining, development and exploration
  activities.

CRITICAL ACCOUNTING POLICIES Going Concern


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

Mineral Properties


We confine our exploration activities to areas from which
  gold has previously been produced or to properties, which are contiguous to
  such areas and have demonstrated mineralization. We capitalize the costs of
  acquiring mineral claims until such time as the properties are placed into production
  or abandoned. Expenditures for mine development are capitalized when the properties
  are determined to have economically recoverable, proven reserves but are not
  yet producing at a commercial level. Once a property reaches commercial levels
  of production operating costs will be charged against related revenues. Based
  on the application of this accounting policy, the expenditures incurred in development
  of the Nolan Gold Project during fiscal 2003 were capitalized. Development expenses
  at the Nolan Gold Project will be expensed as operating costs once production
  at the Nolan Gold Project commences.

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

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

Stock Based Compensation


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

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RISK FACTORS

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

If we do not obtain new financings, the amount of funds
  available to us to pursue development and mining of 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 development of the Nolan Gold Project and our exploration activities.
  We will continue to require additional financing to complete our plan of operations
  for mining and development work at the Nolan Gold Project, to achieve gold production
  and to carry out our exploration programs on our other mineral properties. While
  our financing requirements may be reduced if gold production is achieved, any
  impairment in our ability to raise additional funds through financings would
  reduce the available funds for the development and mining of the Nolan Gold
  Project and for additional exploration activities, with the result that our
  plan of operations may be adversely affected and potential revenues reduced
  or delayed.

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

We had a working capital deficiency of $1,038,064 as of May
  31, 2004. We did not report revenues in our last two fiscal years ended November
  30, 2003 or 2002. Our plan of operations calls for substantial expenditures
  of $2,400,000 to be incurred by us over the next twelve months in order to continue
  mining and development activities at the Nolan Gold Project and to pursue exploration
  activities on our mineral properties. While we will apply proceeds from gold
  sales to cover these expenditures, we anticipate that proceeds from gold sales
  over the next twelve months will not exceed our projected expenditures during
  this period with the result that we will require substantial financing in 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,
  development and mining activities and our financial condition, business prospects
  and results of operations will be materially adversely affected.

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

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

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

Our business is extremely dependent on the price of gold.
  Our recoveries from sales of gold for the current fiscal year are dependent
  on the price of gold in addition to the quantity of gold that we are able to
  recover. If gold prices decline prior to the production 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 development and exploration programs.

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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 production at our Nolan Gold Project are higher
  than anticipated, then our profitability will be adversely affected.

We have proceeded with the Nolan Gold Project on the basis
  of estimated capital and operating costs. If capital and operating costs are
  greater than anticipated, then the profitability of the production at the Nolan
  Gold Project will be adversely affected. This reduced profitability 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 development
  of the Nolan Gold Project.

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

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

Mining exploration, development and operating activities
  are inherently hazardous.

Mineral exploration involves 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, development and production 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.

Our estimates of reserves are subject to uncertainty.


Estimates of reserves, including the estimates in our Annual
  Report on Form 10-KSB for the year ended November 30, 2003, are subject to considerable
  uncertainty. Such estimates are arrived at using standard acceptable geological
  techniques, and are based on the interpretations of geological data obtained
  from drill holes and other sampling techniques. Engineers use feasibility studies
  to derive estimates of cash operating costs based on anticipated tonnage and
  grades of ore to be mined and processed, the predicted configuration of the
  ore bodies, expected recovery rates of metal from ore, comparable facility and
  operating costs and other factors. Actual cash operating costs and economic
  returns on projects may differ significantly from the original estimates, primarily
  due to fluctuations in the current prices of metal commodities extracted from
  the deposits, changes in fuel costs, labor rates, changes in permit requirements,
  and unforeseen variations in the characteristics of the ore body. Due to the
  presence of these factors, there is no assurance that our reported

18

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proven and probable reserves reflect actual quantities of
  gold that can be economically processed and mined by us.

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

Our mining operations at the Nolan Gold Project are subject
  to adverse operating conditions. Mining accidents or other adverse incidents,
  such as cave-ins or flooding, could affect our ability to continue development
  and production of 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 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 produce, with the result that our ability to achieve
  revenues and to sustain operations would be adversely impacted. Adverse operating
  conditions may also cause our operating costs to increase. Mining 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 development and production operations are regulated by
  both US Federal and State of Alaska environmental laws that relate to the protection
  of air and water quality, hazardous waste management and mine reclamation. These
  regulations may impose operating costs on us. If the regulatory environment
  for our operations changes in a manner that increases costs of compliance and
  reclamation, then our operating expenses would increase with the result that
  our financial condition and operating results would be adversely affected.

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

Our financial statements included with our Annual Report on
  Form 10-KSB for the year ended November 30, 2003 have been prepared assuming
  that we will continue as a going concern. Our auditors have made reference to
  the substantial doubt as to our ability to continue as a going concern in their
  audit report on our audited financial statements for the year ended November
  30, 2003. If we are not able to achieve revenues, then we may not be able to
  continue as a going concern and our financial condition and business prospects
  will be adversely affected.

Because of the speculative nature of exploration of mineral
  properties, there is no assurance that our exploration activities will result
  in the discovery of new commercially exploitable quantities of minerals or that
  the amount of our proven and probable reserves will increase as a result of
  new 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 additional commercial
  quantities of ore on our mineral claims with the result that our ability to
  fund future exploration activities may be impeded.

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

The mining industry is intensely competitive in all of its
  phases. Competition includes large established mining companies with substantial
  capabilities and with greater financial and technical resources than we have.
  As a result of this competition, we may be unable to acquire additional attractive
  mining claims or financing on terms we consider acceptable. We also compete
  with other mining companies in the recruitment and retention of

19

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qualified managerial and technical employees. If we are unable
  to successfully compete for financing or for qualified employees, our exploration
  and development 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. There is no assurance that we will be
  able to obtain the financing to proceed with the construction of this facility,
  either from the United States Government or from private investors. 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.

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
  May 31, 2004, being the date of our most recently completed fiscal quarter.
  This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer and Chief Financial Officer, Mr. Garry L. Anselmo.
  Based upon that evaluation, our Chief Executive Officer and Chief Financial
  Officer concluded that our disclosure controls and procedures are effective
  in timely alerting management to material information relating to us required
  to be included in our periodic SEC filings. There have been no significant changes
  in our internal controls or in other factors that could significantly affect
  internal controls subsequent to the date we carried out our evaluation.

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

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

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

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

20

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PART II - OTHER INFORMATION

Item 1     Legal Proceedings

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

Item 2     Changes in Securities
  and Use of Proceeds.

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

|1. | On April 4, 2004, the warrant exercise price of
        3,333,333 share purchase warrants issued in connection with our December
        19, 2003 private placement of 3,333,333 units at a price of $0.075 per
        unit was amended to increase one half (1/2) of the original warrants by
        a factor of 1.5 yielding 2,500,000 new warrants and reduce the exercise
        price of the new warrants from $0.125 per share to $0.05 per share. The
        remaining 1,666,667 were reissued at the original price of $0.125. On
        April 12, 2004, 1,666,667 share purchase warrants were amended to reduce
        the share price from $0.125 to $0.05. On April 12, 2004, 4,166,667 share
        purchase warrants were exercised at the price of $0.05 per share and we
        issued 4,166,667 shares for total proceeds of $208,333. A commission of
        $20,833 was paid in connection with the offering. The sales were completed
        pursuant to Regulation S of the Act on the basis that each purchaser is
        a non-U.S. person, as defined under Regulation S of the Act. All securities
        issued were endorsed with a restrictive legend confirming that the securities
        had been issued pursuant to Regulation S of the Act and were "restricted
        securities" under the Act and could not be resold without registration
        under the Act or an applicable exemption from the registration requirements
        of the Act.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | On April 8, 2004, we issued 559,915 shares to the
        holders of our replacement debentures, at the average market price of
        $0.10 per share, to satisfy the quarterly payments of principal and interest.
        No commissions or fees were paid in connection with the issuance of the
        shares. The sales were completed pursuant to Regulation S of the Act on
        the basis that each holder of the replacement debentures is a non-U.S.
        person, as defined under Regulation S of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|3. | On April 19, 2004, we completed a private placement
        with one investor of 5,000,000 units at a price of $0.05 per unit for
        total proceeds of $250,000. Each unit consisted of one common share and
        one common share purchase warrant. Each common share purchase warrant
        entitles the warrant holder to purchase one common share at the price
        of $0.075 per share until April 19, 2006. A commission of $25,000 was
        paid in connection with the offering. The sales were completed pursuant
        to Regulation S of the Act on the basis that the purchaser is a non-U.S.
        person, as defined under Regulation S of the Act. All securities issued
        were endorsed with a restrictive legend confirming that the securities
        had been issued pursuant to Regulation S of the Act and were "restricted
        securities" under the Act and could not be resold without registration
        under the Act or an applicable exemption from the registration requirements
        of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|4. | On April 21, 2004, we issued 750,000 common shares
        to CEOcast, Inc. pursuant to a consultant agreement between us and CEOcast,
        Inc. The shares were issued pursuant to Section 4(2) of the Securities
        Act of 1933. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|5. | On May 10, 2004, we completed a private placement
        with one investor of 1,400,000 units at a price of $0.05 per unit for
        total proceeds of $70,000. Each unit consisted of one common share and
        one share purchase warrant. Each share purchase warrant entitled the warrant
        holder to purchase one common share at a price of $0.075 until May 10,
        2006. No commissions or fees were paid in connection with the offering.
        The sales were 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
        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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

21

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|6. | On May 13, 2004, we issued an aggregate of 600,000
        shares to eleven investors in consideration of the delay in our filing
        a registration statement with the Securities and Exchange Commission.
        The investors were investors who purchased an aggregate of 11,750,000
        units at a price of $0.10 per unit for total proceeds of $1,175,000 in
        August and September of 2003 pursuant to Rule 506 of Regulation D of the
        Act. We entered into warrant exercise agreements with each of the investors
        in December 2003 whereby we agreed to file a registration statement with
        the Securities and Exchange Commission whereby we agreed to register the
        resale by the investors of shares acquired by the investors and shares
        issuable upon exercise of share purchase warrants issued by us to the
        investors. We entered into delay agreements with each of the investors
        whereby we issued the investors an aggregate of 600,000 common shares
        in consideration of the delay in filing the registration statement. We
        further agreed to include the resale by the investors of the 600,000 shares
        on the registration statement that we filed with the Securities and Exchange
        Commission on May 19, 2004. Each investor is an accredited investor as
        defined by Rule 501 of Regulation D. The shares were issued pursuant to
        Rule 506 of Regulation D of the Securities Act of 1933 (the "Act").
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

|7. | On May 27, 2004, we completed a private placement,
        with one investor of 2,000,000 units at a price of $0.05 per unit for
        total proceeds of $100,000. Each Unit will be comprised of one common
        share of the Company (each a "Share"); one Series A share purchase warrant
        ("A Warrant") and one Series B share purchase warrant ("B Warrant"). One
        A Warrant will entitle the subscriber to purchase one additional common
        share of the Company at an exercise price of $0.065 US per share at any
        time up to and including May 27, 2006. One B Warrant will entitle the
        subscriber to purchase one additional common share of the Company at an
        exercise price of $0.075 US per share at any time up to and including
        May 27, 2006. A commission of $20,000 was paid in connection with the
        offering. The sales were completed pursuant to Regulation S of the Act
        on the basis that the purchaser is a non-U.S. person, as defined under
        Regulation S of the Act. All securities issued were endorsed with a restrictive
        legend confirming that the securities had been issued pursuant to Regulation
        S of the Act and were "restricted securities" under the Act and could
        not be resold without registration under the Act or an applicable exemption
        from the registration requirements of the Act.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|8. | On June 9, 2004, we completed a private placement,
        with one investor of 8,000,000 units at a price of $0.05 per unit for
        total proceeds of $400,000. Each Unit will be comprised of one common
        share of the Company (each a "Share"); one Series A share purchase warrant
        ("A Warrant") and one Series B share purchase warrant ("B Warrant"). One
        A Warrant will entitle the subscriber to purchase one additional common
        share of the Company at an exercise price of $0.065 US per share at any
        time up to and including June 9, 2006. One B Warrant will entitle the
        subscriber to purchase one additional common share of the Company at an
        exercise price of $0.075 US per share at any time up to and including
        May 27, 2006. A commission of $40,000 was paid in connection with the
        offering. The sales were completed pursuant to Regulation S of the Act
        on the basis that the purchaser is a non-U.S. person, as defined under
        Regulation S of the Act. All securities issued were endorsed with a restrictive
        legend confirming that the securities had been issued pursuant to Regulation
        S of the Act and were "restricted securities" under the Act and could
        not be resold without registration under the Act or an applicable exemption
        from the registration requirements of the Act.
|  
|9. | On June 17, 2004, we issued 248,685 shares to the
        holders of our replacement debentures, at the average market price of
        $0.067 per share. No commissions or fees were paid in connection with
        the issuance of the shares. The sales were completed pursuant to Regulation
        S of the Act on the basis that each holder of the replacement debentures
        is a non-U.S. person, as defined under Regulation S of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Item 3Default Upon Senior Securities

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

22

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Item 4     Submission of Matters
  to a Vote of Security Holders

The Company held its 2004 Annual General Meeting of its shareholders
  on May 17, 2004. Shareholders reelected Mr. Garry L. Anselmo, Mr. James F. Dixon
  and Mr. Stuart C. McCulloch to the board of directors. Shareholders approved,
  by a special resolution, an amendment to the Company's authorized capital to
  eliminate the maximum number of shares the Company is authorized to issue and
  an amendment to the Articles of the Company as a "housekeeping" measure to remove
  confusing and inaccurate wording in the present Article 7. The amendment to
  the Company's authorized capital was effective as of May 31, 2004 upon the filing
  of an amendment to the Company's Articles with the British Columbia Registrar
  of Companies. Shareholders also approved the appointment of Morgan & Company,
  Chartered Accountants as Silverado's independent auditors and authorized the
  directors to fix the remuneration to be paid to the auditors.

The matters were approved by our shareholders as follows:

|DESCRIPTION OF MATTER          |  | VOTES FOR   |  | VOTES AGAINST |  | WITHHELD/ABSTENTIONS
|------------------------------ |  | ----------- |  | ------------- |  | --------------------
|                               |  |             |  |               |  |                     
|Election of Directors:         |  | 117,587,470 |  | 0             |  | 2,222,648           
|                               |  |             |  |               |  |                     
|Increase to Authorized Capital |  | 118,696,531 |  | 699,833       |  | 415,862             
|                               |  |             |  |               |  |                     
|Amendment to Article 7         |  | 118,040,081 |  | 914,623       |  | 857,522             
|                               |  |             |  |               |  |                     
|Ratification of Auditor        |  | 108,127,254 |  | 0             |  | 431,196             
|                               |  |             |  |               |  |                     
|Fix Auditor Remuneration       |  | 117,229,257 |  | 1,995,977     |  | 586,992             

Item 5        Other Information

None.

23

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Item 6        Exhibits and Reports on
  Form 8-K

(a)          Exhibits

|Exhibit Number |  | Description of Exhibit                                                                                                                                                                     
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                            
|3.1            |  | Articles of the Company(1)                                                                                                                                                                 
|               |  |                                                                                                                                                                                            
|3.2            |  | Amendment to Articles of the Company(2)                                                                                                                                                    
|               |  |                                                                                                                                                                                            
|3.3            |  | Altered Memorandum of the Company(3)                                                                                                                                                       
|               |  |                                                                                                                                                                                            
|3.4            |  | Amendment to Articles of the Company(8)                                                                                                                                                    
|               |  |                                                                                                                                                                                            
|3.5            |  | Notice of Articles dated April 20,
        2004(9)                                                                                                                                         
|               |  |                                                                                                                                                                                            
|3.6            |  | Amendment
        to the Articles of the Company filed with the British Columbia Registrar
        of Companies on May 31, 2004(10)                                                        
|               |  |                                                                                                                                                                                            
|4.1            |  | Share certificate representing common
        shares of the capital of the Company (1)                                                                                                     
|               |  |                                                                                                                                                                                            
|10.1           |  | Agreement for Conditional Purchase
        and Sale of Mining Property between the Company and Roger C. Burggraf
        dated October 6, 1978  Grant Mine Property (1)                   
|               |  |                                                                                                                                                                                            
|10.2           |  | Agreement for Conditional Purchase
        and Sale of Mining Property between the Company and Paul Barelka, Donald
        May and Mark Thoennes dated May 12, 1979  St. Paul Property(1)
|               |  |                                                                                                                                                                                            
|10.3           |  | Lease of Mining Claims with Option
        to Purchase between the Company and Alaska Mining Company, Inc. dated
        February 3, 1995  Hammond Property(4)                            
|               |  |                                                                                                                                                                                            
|10.4           |  | Change of Control Agreement between
        the Company and Garry L. Anselmo dated May, 1995 (6)                                                                                           
|               |  |                                                                                                                                                                                            
|10.5           |  | Change of Control Agreement between
        the Company and James Dixon dated May, 1995 (6)                                                                                                
|               |  |                                                                                                                                                                                            
|10.6           |  | Amendment to Change of Control Agreement
        between the Company and Garry L. Anselmo (6)                                                                                              
|               |  |                                                                                                                                                                                            
|10.7           |  | Operating Agreement between the Company
        and Tri-Con Mining Ltd. dated January 1, 1997(5)                                                                                           
|               |  |                                                                                                                                                                                            
|10.8           |  | Operating Agreement between the Company
        and Tri-Con Mining Inc. dated January 1, 1997(6)                                                                                           
|               |  |                                                                                                                                                                                            
|10.9           |  | Operating Agreement between the Company
        and Tri-Con Mining Alaska Inc. dated January 1, 1997 (6)                                                                                   
|               |  |                                                                                                                                                                                            

|10.10 |  | Contract between the Company and Dr. Warrack Willson dated March 19,
      2001 (6)                             
|----- |  | ----------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                 
|10.11 |  | Equipment Lease Agreement between the Company and Airport Equipment Rentals
      Inc. dated October 11, 2002(6)
|      |  |                                                                                                                 
|10.12 |  | 2003 Stock Option Plan (7)                                                                                      
|      |  |                                                                                                                 
|10.13 |  | Form of Warrant Exercise Agreement between the Company and certain of
      the selling security holders (9)    
|      |  |                                                                                                                 
|10.14 |  | Consultant Agreement between the Company and CEOcast, Inc. dated April
      21, 2004(9)                        
|      |  |                                                                                                                 
|10.15 |  | Subscription Agreement between the Company and Christoph Bruning dated
      May 10, 2004(9)                    
|      |  |                                                                                                                 
|10.16 |  | Consultant Agreement between the Company and Smith Conciglia Consulting,
      Inc. dated May 16, 2004(9)       

|10.17 |  | Form of Delay Agreement between the Company and
        certain of the Selling Shareholders (9)                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                  
|10.18 |  | 2004 Stock Option Plan(10)                                                                                                                                                                       
|      |  |                                                                                                                                                                                                  
|31.1  |  | Certification of Chief Executive
        Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002(10)                                               
|      |  |                                                                                                                                                                                                  
|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(10)

|(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.                         

24

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|(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 this Quarterly Report on Form 10-QSB.                                                 

REPORTS ON FORM 8-K

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

25

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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: July 14, 2004 |                              
|                    |                              
|                    | /s/ G.L. Anselmo             
|                    | Garry L. Anselmo             
|                    | President                    
|                    | Chief Executive Officer      
|                    | (Principal Executive Officer)
|                    | Chief Financial Officer      
|                    | (Principal Financial Officer)

26

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