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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: May 31, 2009

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGEACT OF 1934

For the transition period from: ___________to ___________

Commission File Number: 0-12132

SILVERADO GOLD MINES
LTD.(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|British Columbia, Canada                                             | 98-0045034                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1111 West Georgia Street, Suite 1820,                                |                                     
|Vancouver, British Columbia, Canada                                  | V6E 4M3                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number: (800) 665-4646

Former name, former address, and former fiscal year, if changed
since last report: N/A

Indicate by check mark whether the Registrant (1) has 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 Registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated
  filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
  company.

|Large accelerated filer | [ ] | Accelerated filer         | [ ]
|----------------------- | --- | ------------------------- | ---
|Non-accelerated filer   | [ ] | Smaller reporting company | [X]

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

Indicate the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: 1,381,365,162 common
  shares, no par value, outstanding as of July 13, 2009.

1

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SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES(An
Exploration Stage Company)

INDEX

Quarterly Period Ended May 31, 2009

|           |                       |                                                                                                                                                                                                                                          | Page 
|---------- | --------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----
|           |                       |                                                                                                                                                                                                                                          |      
|PART I     | FINANCIAL INFORMATION |                                                                                                                                                                                                                                         
|           |                       |                                                                                                                                                                                                                                         
|           | ITEM 1                | FINANCIAL STATEMENTS                                                                                                                                                                                                                     | 3    
|           |                       |                                                                                                                                                                                                                                          |      
|           |                       | Consolidated Balance Sheets
      as of May 31, 2009 (unaudited) and November 30, 2008 (audited)                                                                                                                                         | 3    
|           |                       |                                                                                                                                                                                                                                          |      
|           |                       | Consolidated Statements of Operations for the three
      months and six months ended May 31, 2009 and 2008, and for the period from
      December 1, 2001 (Recommencement of Exploration Stage) through May 31,
      2009 (unaudited) | 4    
|           |                       |                                                                                                                                                                                                                                          |      
|           |                       | Consolidated Statements of Cash Flows for the six months
      ended May 31, 2009 and 2008, and for the period from December 1, 2001
      (Recommencement of Exploration Stage) through May 31, 2009 (unaudited)                        | 5    
|           |                       |                                                                                                                                                                                                                                          |      
|           |                       | Notes to the Consolidated
      Financial Statements as of May 31, 2009 (unaudited)                                                                                                                                                      | 6-24 
|           |                       |                                                                                                                                                                                                                                          |      
|           | ITEM 2                | MANAGEMENT'S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                                                                                                                              | 25-35
|           |                       |                                                                                                                                                                                                                                          |      
|           | ITEM 3                | QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK                                                                                                                                                                         | 35   
|           |                       |                                                                                                                                                                                                                                          |      
|           | ITEM 4                | CONTROLS AND PROCEDURES                                                                                                                                                                                                                  | 35   
|           |                       |                                                                                                                                                                                                                                          |      
|PART II    | OTHER INFORMATION     |                                                                                                                                                                                                                                         
|           |                       |                                                                                                                                                                                                                                         
|           | ITEM 1                | LEGAL PROCEEDINGS                                                                                                                                                                                                                        | 37   
|           |                       |                                                                                                                                                                                                                                          |      
|           | ITEM 2                | UNREGISTERED SALES OF EQUITY
      SECURITIES AND USE OF PROCEEDS                                                                                                                                                                        | 37   
|           |                       |                                                                                                                                                                                                                                          |      
|           | ITEM 3                | DEFAULTS UPON SENIOR SECURITIES                                                                                                                                                                                                          | 37   
|           |                       |                                                                                                                                                                                                                                          |      
|           | ITEM 4                | SUBMISSION OF MATTERS TO
      A VOTE OF SECURITY HOLDERS                                                                                                                                                                                | 37   
|           |                       |                                                                                                                                                                                                                                          |      
|           | ITEM 5                | OTHER INFORMATION                                                                                                                                                                                                                        | 37   
|           |                       |                                                                                                                                                                                                                                          |      
|           | ITEM 6                | EXHIBITS                                                                                                                                                                                                                                 | 37   
|           |                       |                                                                                                                                                                                                                                          |      
|SIGNATURES |                       | 39                                                                                                                                                                                                                                      

2

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|CONSOLIDATED BALANCE SHEETS                   
|(Stated In United States Dollars)             

|                                                      |   | May 31, 2009 |   |   | November 30, 2008 |  
|----------------------------------------------------- | - | ------------ | - | - | ----------------- | -
|                                                      |   | (Unaudited)  |   |   | (Audited)         |  
|ASSETS                                                |   |              |   |   |                   |  
|Current Assets                                        |   |              |   |   |                   |  
|Cash
      and cash equivalents                       | $ | 29,901       |   | $ | 50,991            |  
|Gold inventory                                        |   | 6,316        |   |   | 50,106            |  
|Prepaid
      and other receivables                   |   | 609,809      |   |   | 383,358           |  
|Total Current Assets                                  |   | 646,026      |   |   | 484,455           |  
|Mineral rights                                        |   | 1,277,591    |   |   | 1,197,591         |  
|Property, plant and equipment, net                    |   | 1,120,493    |   |   | 1,631,824         |  
|TOTAL ASSETS                                          | $ | 3,044,110    |   | $ | 3,313,870         |  
|LIABILITIES                                           |   |              |   |   |                   |  
|Current Liabilities                                   |   |              |   |   |                   |  
|Accounts payable and
      accrued liabilities        | $ | 600,037      |   | $ | 561,460           |  
|Due
      to related parties                          |   | 1,506,596    |   |   | 1,076,881         |  
|Convertible debentures,
      current portion         |   | -            |   |   | 140,000           |  
|Total Current Liabilities                             |   | 2,106,633    |   |   | 1,778,341         |  
|Asset retirement obligation                           |   | 550,690      |   |   | 537,258           |  
|Mineral claims royalty payable                        |   | 470,000      |   |   | 390,000           |  
|Total Liabilities                                     |   | 3,127,323    |   |   | 2,705,599         |  
|STOCKHOLDERS' EQUITY (DEFICIT)                        |   |              |   |   |                   |  
|Common stock                                          |   |              |   |   |                   |  
|Authorized:                                           |   |              |   |   |                   |  
|unlimited common shares
      with no par value       |   |              |   |   |                   |  
|Issued and outstanding:                               |   |              |   |   |                   |  
|1,312,082,805
      common shares (2008: 977,437,101) |   | 98,080,828   |   |   | 94,718,072        |  
|Additional paid-in capital                            |   | 1,200,408    |   |   | 1,200,408         |  
|Subscriptions received                                |   | 250,000      |   |   | -                 |  
|Accumulated deficit during exploration stage          |   | (99,614,449  | ) |   | (95,310,209       | )
|Total Stockholders' Equity (Deficit)                  |   | (83,213      | ) |   | 608,271           |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  | $ | 3,044,110    |   | $ | 3,313,870         |  

The accompanying notes are an integral part of these condensed
consolidated financial statements 3

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES                          
|------------------------------------------------------------------------
|(An Exploration Stage Company)                                          
|CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
      COMPREHENSIVE LOSS
|(UNAUDITED)                                                             
|(Stated In United States Dollars)                                       

|                                                                |   |                    |   |   |                  |   |   |               |   |   |              |   |   | Period Since          |  
|--------------------------------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ------------- | - | - | ------------ | - | - | --------------------- | -
|                                                                |   |                    |   |   |                  |   |   |               |   |   |              |   |   | Recommencement        |  
|                                                                |   |                    |   |   |                  |   |   |               |   |   |              |   |   | of Exploration        |  
|                                                                |   | Three Months Ended |   |   | Six Months Ended |   |   | Stage from    |  
|                                                                |   | May 31, 2009       |   |   | May 31, 2008     |   |   | May 31, 2009  |   |   | May 31, 2008 |   |   | December 1, 2001      |  
|                                                                |   | (Unaudited)        |   |   | (Unaudited)      |   |   | (Unaudited)   |   |   | (Unaudited)  |   |   | to
      May 31, 2009 |  
|General and administrative expenses                             |   |                    |   |   |                  |   |   |               |   |   |              |   |   |                       |  
|Accounting and audit                                            | $ | 28,453             |   | $ | 102,334          |   | $ | 36,943        |   | $ | 175,924      |   | $ | 755,141               |  
|Advertising, promotion and travel                               |   | 10,607             |   |   | 19,585           |   |   | 22,739        |   |   | 136,984      |   |   | 2,968,029             |  
|Consulting fees                                                 |   | 911,414            |   |   | 91,875           |   |   | 1,650,057     |   |   | 496,121      |   |   | 9,597,047             |  
|Depreciation, accretion and impairment                          |   | 52,663             |   |   | 60,358           |   |   | 116,902       |   |   | 164,917      |   |   | 2,676,634             |  
|Exploration expenses                                            |   | 187,039            |   |   | 337,679          |   |   | 305,140       |   |   | 1,016,541    |   |   | 15,019,947            |  
|Financing activities                                            |   | -                  |   |   | -                |   |   | -             |   |   | -            |   |   | 302,003               |  
|Legal and other professional fees                               |   | 59,006             |   |   | 67,020           |   |   | 157,607       |   |   | 103,791      |   |   | 1,427,692             |  
|Management services                                             |   | 199,179            |   |   | 78,267           |   |   | 430,873       |   |   | 285,706      |   |   | 6,050,109             |  
|Office Expenses                                                 |   | 84,395             |   |   | 161,649          |   |   | 169,818       |   |   | 366,219      |   |   | 4,777,416             |  
|Related party charges in excess of costs incurred               |   | 144,406            |   |   | 297,910          |   |   | 291,180       |   |   | 529,592      |   |   | 5,235,048             |  
|Reporting and investor relations                                |   | 106,125            |   |   | 103,115          |   |   | 168,941       |   |   | 182,956      |   |   | 1,152,063             |  
|Research                                                        |   | -                  |   |   | 198,500          |   |   | -             |   |   | 216,500      |   |   | 1,064,735             |  
|Transfer agent and filing fees                                  |   | 12,151             |   |   | 9,523            |   |   | 59,484        |   |   | 30,994       |   |   | 338,274               |  
|Write-off of mineral claim expenditures                         |   | -                  |   |   | -                |   |   | -             |   |   | -            |   |   | 1,159,529             |  
|Write-down of property, plant and
      equipment               |   | -                  |   |   | -                |   |   | -             |   |   | -            |   |   | 317,425               |  
|Total expenses                                                  |   | 1,795,438          |   |   | 1,527,815        |   |   | 3,409,684     |   |   | 3,706,245    |   |   | 52,841,092            |  
|Loss from operations                                            |   | (1,795,438         | ) |   | (1,527,815       | ) |   | (3,409,684    | ) |   | (3,706,245   | ) |   | (52,841,092           | )
|Gold income earned during the exploration stage                 |   |                    |   |   |                  |   |   |               |   |   |              |   |   |                       |  
|Gold sale proceeds earned
      during the exploration stage    |   | -                  |   |   | -                |   |   | 52,450        |   |   | 372,915      |   |   | 3,714,310             |  
|Cost of gold sold                                               |   | -                  |   |   | -                |   |   | (43,790       | ) |   | (371,132     | ) |   | (3,250,373            | )
|Gold inventory addition from
      gold extraction              |   | -                  |   |   | -                |   |   | -             |   |   | -            |   |   | 3,248,056             |  
|Total gold income earned during the exploration
      stage     |   | -                  |   |   | -                |   |   | 8,660         |   |   | 1,783        |   |   | 3,711,993             |  
|Other income (expenses)                                         |   |                    |   |   |                  |   |   |               |   |   |              |   |   |                       |  
|Interest and other income                                       |   | 19                 |   |   | 20,303           |   |   | 64            |   |   | 20,344       |   |   | 277,871               |  
|Interest expenses on capital
      lease obligations            |   | -                  |   |   | (6,417           | ) |   | -             |   |   | (6,611       | ) |   | (333,221              | )
|Interest expenses on convertible debentures                     |   | -                  |   |   | (2,800           | ) |   | -             |   |   | (5,600       | ) |   | (707,007              | )
|Other interest expenses and
      bank charges                  |   | (5,226             | ) |   | (4,023           | ) |   | (7,098        | ) |   | (7,965       | ) |   | (67,206               | )
|Commitment fees                                                 |   | (960,000           | ) |   | -                |   |   | (960,000      | ) |   | -            |   |   | (960,000              | )
|Loss on disposal of property,
      plant and equipment         |   | (173,921           | ) |   | -                |   |   | (173,921      | ) |   | -            |   |   | (285,304              | )
|Write-off of convertible debentures and
      accrued interests |   | 263,627            |   |   | -                |   |   | 260,827       |   |   | -            |   |   | 260,827               |  
|Total other (expenses) / income                                 |   | (875,501           | ) |   | 7,063            |   |   | (880,128      | ) |   | 168          |   |   | (1,814,040            | )
|                                                                |   |                    |   |   |                  |   |   |               |   |   |              |   |   |                       |  
|Net loss before cumulative effect of
      accounting change    |   | (2,670,939         | ) |   | (1,520,752       | ) |   | (4,281,152    | ) |   | (3,704,294   | ) |   | (50,943,139           | )
|Cumulative effect of accounting change                          |   | -                  |   |   | -                |   |   | -             |   |   | -            |   |   | (99,481               | )
|Net loss                                                        |   | (2,670,939         | ) |   | (1,520,752       | ) |   | (4,281,152    | ) |   | (3,704,294   | ) |   | (51,042,620           | )
|Other comprehensive income (loss)                               |   |                    |   |   |                  |   |   |               |   |   |              |   |   |                       |  
|(Loss) / Gain on foreign exchange                               |   | (72,747            | ) |   | (68,275          | ) |   | (23,088       | ) |   | (130,038     | ) |   | 333,115               |  
|Comprehensive loss for the period                               | $ | (2,743,686         | ) | $ | (1,589,027       | ) | $ | (4,304,240    | ) | $ | (3,834,332   | ) | $ | (50,709,505           | )
|Net loss per share                                              | $ | (0.002             | ) | $ | (0.002           | ) | $ | (0.004        | ) | $ | (0.004       | ) |   |                       |  
|Basic and diluted weighted average number                       |   |                    |   |   |                  |   |   |               |   |   |              |   |   |                       |  
|of common shares
      outstanding                              |   | 1,194,429,237      |   |   | 926,270,430      |   |   | 1,102,804,863 |   |   | 884,945,283  |   |   |                       |  

The accompanying notes are an integral part of these condensed
consolidated financial statements 4

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|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES   
|-------------------------------------------------
|(An Exploration Stage Company)                   
|CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|(Stated In United States Dollars)                

|                                                                              |   |                  |   |   |              |   |   | Period Since     |  
|----------------------------------------------------------------------------- | - | ---------------- | - | - | ------------ | - | - | ---------------- | -
|                                                                              |   |                  |   |   |              |   |   | Recommencement   |  
|                                                                              |   |                  |   |   |              |   |   | of Exploration   |  
|                                                                              |   | Six Months Ended |   |   | Stage from   |  
|                                                                              |   | May 31, 2009     |   |   | May 31, 2008 |   |   | December 1, 2001 |  
|                                                                              |   | (Unaudited)      |   |   | (Unaudited)  |   |   | to May 31, 2009  |  
|CASH PROVIDED BY (USED FOR):                                                  |   |                  |   |   |              |   |   |                  |  
|Operating activities:                                                         |   |                  |   |   |              |   |   |                  |  
|Net comprehensive loss for the
      period                                   | $ | (4,304,240       | ) | $ | (3,834,332   | ) | $ | (50,709,505      | )
|Adjustments to reconcile loss to net cash used
      in operating activities: |   |                  |   |   |              |   |   |                  |  
|Cumulative effect of accounting change                                        |   | -                |   |   | -            |   |   | 99,481           |  
|Depreciation,
      amortization, accretion and impairment                    |   | 116,902          |   |   | 164,917      |   |   | 2,676,634        |  
|Loss on
      disposal of property, plant and equipment                       |   | 173,921          |   |   | -            |   |   | 285,304          |  
|Stock-based compensation
      included in management fees                    |   | -                |   |   | -            |   |   | 3,375,644        |  
|Stock
      issued for debenture                                              |   | -                |   |   | -            |   |   | 217,687          |  
|Non-cash consulting and
      other expenses                                  |   |                  |   |   |              |   |   |                  |  
|resulting from share issuance                                                 |   | 1,330,132        |   |   | 240,000      |   |   | 4,774,338        |  
|Non-cash prepaid
      consulting fees expensed during the period             |   | 333,500          |   |   | -            |   |   | 333,500          |  
|Non-cash
      commitment fees resulting from share issuance                  |   | 960,000          |   |   | -            |   |   | 960,000          |  
|Non-cash financing
      expense                                              |   | -                |   |   | -            |   |   | 252,003          |  
|Interest
      accrued                                                        |   | -                |   |   | 5,600        |   |   | 497,570          |  
|Write-off of convertible
      debentures and accrued interests               |   | (260,827         | ) |   | -            |   |   | (260,827         | )
|Write-off
      of mineral claim expenditures                                 |   | -                |   |   | -            |   |   | 1,159,529        |  
|Write-down of property,
      plant and equipment                             |   | -                |   |   | -            |   |   | 317,425          |  
|Changes in non-cash operating
      working capital:                          |   |                  |   |   |              |   |   |                  |  
|Gold inventory                                                                |   | 43,790           |   |   | 371,132      |   |   | 2,317            |  
|Prepaid
      and other receivables                                           |   | 5,673            |   |   | 209,265      |   |   | (41,310          | )
|Accounts payable and
      accrued liabilities                                |   | 159,404          |   |   | 379          |   |   | 103,131          |  
|Asset
      retirement obligation                                             |   | 13,432           |   |   | 13,026       |   |   | 21,379           |  
|Net cash (used in) operating activities                                       |   | (1,428,313       | ) |   | (2,830,013   | ) |   | (35,935,700      | )
|                                                                              |   |                  |   |   |              |   |   |                  |  
|Investing activities:                                                         |   |                  |   |   |              |   |   |                  |  
|Investment in mineral
      properties                                        |   | -                |   |   | (49,505      | ) |   | (1,124,091       | )
|Purchase of property, plant and equipment                                     |   | (2,001           | ) |   | (71,658      | ) |   | (3,078,519       | )
|Proceeds from sale of
      property, plant and equipment, net                |   | 222,509          |   |   | -            |   |   | 811,298          |  
|Net cash provided by (used in) investing activities                           |   | 220,508          |   |   | (121,163     | ) |   | (3,391,312       | )
|                                                                              |   |                  |   |   |              |   |   |                  |  
|Financing activities:                                                         |   |                  |   |   |              |   |   |                  |  
|Advances from (to) related
      party                                        |   | 429,715          |   |   | (1,164,175   | ) |   | 1,215,284        |  
|Repayment of loans payable                                                    |   | -                |   |   | -            |   |   | (35,729          | )
|Repayment of capital lease
      obligation                                   |   | -                |   |   | (31,013      | ) |   | (1,131,607       | )
|Repayment of convertible debentures                                           |   | -                |   |   | -            |   |   | (74,999          | )
|Share subscriptions received                                                  |   | 250,000          |   |   | -            |   |   | 251,536          |  
|Common stock issued for cash (net of share
      issue costs)                 |   | 507,000          |   |   | 3,782,046    |   |   | 39,115,335       |  
|Net cash provided by financing
      activities                               |   | 1,186,715        |   |   | 2,586,858    |   |   | 39,339,820       |  
|                                                                              |   |                  |   |   |              |   |   |                  |  
|(Decrease) Increase in cash and cash
      equivalents                        |   | (21,090          | ) |   | (364,318     | ) |   | 12,808           |  
|                                                                              |   |                  |   |   |              |   |   |                  |  
|Cash and cash equivalents, at beginning
      of the period                   |   | 50,991           |   |   | 1,073,457    |   |   | 17,093           |  
|                                                                              |   |                  |   |   |              |   |   |                  |  
|Cash and cash equivalents, at end of the
      period                         | $ | 29,901           |   | $ | 709,139      |   | $ | 29,901           |  
|Supplemental Cash Flow Information (Note 12)                                  |   |                  |   |   |              |   |   |                  |  

The accompanying notes are an integral part of these condensed
consolidated financial statements 5

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES        
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 1  Basis of Presentation

The unaudited interim consolidated financial statements include
the accounts of Silverado Gold Mines Ltd. and its wholly-owned subsidiaries
Silverado Gold Mines Inc. and Silverado Green Fuel Inc. (collectively,
Silverado or the Company). All significant inter-company transactions have
been eliminated.

The unaudited interim consolidated financial statements do not
include all information and footnote disclosures required under United States
generally accepted accounting principles. In managements opinion, all
adjustments (consisting solely of normal recurring accruals) considered
necessary for a fair presentation of the financial position as of May 31, 2009,
and the results of operations and cash flows for all periods presented, have
been included. Readers of these financial statements should note that interim
results for the periods presented are not necessarily indicative of the results
that can be expected for the entire fiscal year as a whole.

These interim consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto
included in Silverados Annual Report on Form 10-KSB, for the fiscal year ended
November 30, 2008. Certain of the prior periods figures in the statement of
operations and cash flows have been reclassified to conform to the presentation
adopted in the current period.

The Company considers its functional currency to be the U.S.
dollar for its U.S. and Canadian operations. Monetary assets and liabilities
denominated in foreign currencies are translated into U.S. dollar at the rates
of exchange in effect at the period-end. Non-monetary assets and revenue and
expense transactions are translated at the rate in effect at the time at which
the transactions took place. Foreign exchange gains and losses are included in
the determination of results from operations for the periods as other
comprehensive gains and losses.

The accompanying interim consolidated financial statements have
been prepared assuming the Company will continue as a going concern, which
implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company lacks sufficient
working capital, has recurring losses and its operations continue to be funded
primarily from sales of its stock. The ability of the Company to continue as a
going concern, including completion of the acquisition, exploration and
development of its mineral properties and completion of the research and
development of its low-rank coal-water fuel project is dependent on the
Companys ability to obtain the necessary capital from sales of its stock or
from debt financings. The interim consolidated financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

Note 2  Recent Accounting Pronouncements and Significant
Accounting Policies

Recent Accounting Pronouncements and Interpretations

In December 2007, the Financial Accounting Standards Board
(FASB) issued Statement No. 160 Non controlling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51. This statement requires that
the ownership interests in subsidiaries held by parties other than the parent be
clearly identified, labeled, and presented in the consolidated statement of
financial position within equity, but separate from the parents equity. This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. Earlier adoption is prohibited.
The Company will adopt this statement on December 1, 2009 and the Company does
not expect that this statement will have a material impact on the Companys
consolidated financial statements.

6

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES        
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 2  Recent Accounting Pronouncements and Significant
Accounting Policies (Continued)



Recent Accounting Pronouncements and Interpretations
(Continued)

In September 2006, the FASB issued Statement of Financial
Accounting Standards No. 157 Fair Value Measurements (SFAS 157), which
provides expanded guidance for using fair value to measure assets and
liabilities. SFAS 157 establishes a hierarchy for data used to value assets and
liabilities, and requires additional disclosures about the extent to which a
company measures assets and liabilities at fair value, the information used to
measure fair value, and the effect of fair value measurements on earnings. SFAS
157 is effective for fiscal years beginning after November 15, 2007, and all
interim periods within those fiscal years. However, in February 2008, the FASB
issued Staff Position 157-2 which delays the effective date of SFAS 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis. For items within its scope, this Staff Position defers the effective date
of SFAS 157 to fiscal years beginning after November 15, 2008. Effective
December 1, 2008, the Company has adopted SFAS 157. The adoption of SFAS 157 has
had no material impact on the Companys consolidated financial statements.

Exploration Stage Company

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

Income Taxes

The Company uses the assets and liabilities method of
accounting for income taxes pursuant to Statement of Financial Accounting
Standards No. 109 Accounting for Income Taxes (SFAS 109). Under the assets
and liabilities method of SFAS 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.

Effective December 1, 2007, the Company adopted the provisions
  of the FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty
  in Income Taxes an interpretation of FASB Statement No. 109.
  FIN 48 contains a two-step approach to recognizing and measuring uncertain tax
  positions accounted for in accordance with SFAS 109, Accounting for Income
  Taxes. The first step is to evaluate the tax position for recognition by
  determining if the weight of available evidence indicates it is more likely
  than not that the position will be sustained on audit, including resolution
  of related appeals or litigation processes, if any. The second step is to measure
  the tax benefit as the largest amount which is more than 50% likely of being
  realized upon ultimate settlement. We consider many factors when evaluating
  and estimating tax positions and tax benefits, which may require periodic adjustments
  and which may not accurately anticipate actual outcomes. Based on our review,
  there was no impact of FIN 48 on our financial position.

7

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES        
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 2  Recent Accounting Pronouncements and Significant
Accounting Policies (Continued)

Gold Inventory

The Company values its gold inventories at the lower of cost or
market. The Company is still in the exploration stage. By definition, the
Companys direct and absorbed costs would exceed the market value of any gold
recovery. Therefore, the Company values gold inventory additions from gold
extraction at the spot price as of the date of the addition to the gold
inventory, and records the costs of gold inventory sold on a first-in first-out
basis. Gold sale proceeds and cost of gold sold are recorded as other income
earned during the exploration stage.

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the loss for the
year by the weighted average number of common shares outstanding during the
year. Diluted earnings per share reflect the potential dilution that could occur
if potentially dilutive securities were exercised or converted to common stock.
The dilutive effect of options and warrants and their equivalents is computed by
application of the treasury stock method and the effect of convertible
securities by the if converted method. Fully diluted amounts are not presented
when the effects of the computations are anti-dilutive due to the losses
incurred. Accordingly, there is no difference in the amounts presented for basic
and diluted loss per share.

Mineral Rights Payments and Exploration Costs

Pursuant to EITF 04-02, Whether Mineral Rights are Tangible
or Intangible Assets and Related Issues, the Company has modified its
accounting policy with respect to mineral claim payments, retroactively
effective to June 1, 2004, to capitalize the direct costs to acquire or lease
mineral properties and mineral rights as tangible assets. The direct costs
include the costs of signature (lease) bonuses, options to purchase or lease
properties, and brokers and legal fees. If the acquired mineral rights relate
to unproven properties, the Company does not amortize the capitalized mineral
costs, but evaluates the capitalized mineral costs periodically for impairment.
The Company expenses all costs related to the exploration of mineral claims in
which it had secured exploration rights prior to establishment of proven
reserves.

When it has been determined that a mineral property can be
economically developed as a result of establishing proven reserves, the costs
then incurred to develop such property are capitalized. Capitalized costs
related to such property will be amortized using the units-of-production method
over the estimated life of the proven reserve.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could vary
from these estimates.

Revenue Recognition

During the period the Company is in the exploration stage,
proceeds on gold recoveries from test mining are recorded as other income earned
during the exploration stage.

8

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES        
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 2  Recent Accounting Pronouncements and Significant
Accounting Policies (Continued)

Asset Retirement Obligation

Effective December 1, 2002, the Company adopted SFAS No. 143,
Accounting for Asset Retirement Obligations (SFAS 143), which addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated retirement costs.
The standard applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and normal use of the asset.

SFAS 143 requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The fair value of the
liability is added to the carrying amount of the associated asset and this
additional carrying amount is depreciated over the life of the asset. The
liability is accreted at the end of each period through charges to operating
expense. If the obligation is settled for other than the carrying amount of the
liability, the Company will recognize a gain or loss on settlement.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and they comprise
cash on hand, deposits held with banks and other highly liquid investments.
Highly liquid investments are readily convertible to cash and generally have
maturities of three months or less from the time acquired. The Company places
its cash and cash equivalents with high quality financial institutions which the
Company believes limits credit risks.

Accounting for Stock-based Compensation

Effective December 1, 2006, the Company adopted the provisions
of SFAS 123(R) (Share-based Compensation) requiring equity awards granted under
its stock option plan to be accounted for under the fair value method.
Accordingly, share-based compensation is measured at grant date, based on the
fair value of the award. Prior to December 1, 2006, the Company accounted for
awards granted under its stock option plans utilizing the intrinsic value method
prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations, and provided the
required pro forma disclosures prescribed by SFAS 123, Accounting for
Stock-Based Compensation, as amended. Under the existing stock option plans,
all options vest entirely on the grant date. Therefore, there were no partially
vested options outstanding as of the SFAS 123(R) adoption date.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, gold
inventory, prepaid and other receivables, accounts payable and accrued
liabilities, mineral claims royalty payable and payable to related party
approximate fair value because of the short-term maturity of these instruments.
The carrying amounts reported in the balance sheets for convertible debentures
approximate their fair values as they bear interest at rates which approximate
market rates. Unless otherwise noted, it is managements opinion that the
Company is not exposed to significant interest, currency or credit risks arising
from these financial instruments.

9

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES        
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 3  Gold Inventory

For the six months ended May 31, 2009, the Company sold 58.15
troy ounces of gold, (for the six months ended May 31, 2008: 564.46 troy ounces)
for net proceeds of $52,450 (May 31, 2008: $372,915), which were recorded as
other income earned during the exploration stage. In addition, the Company wrote
off 8.45 troy ounces gold inventory for the inventory shrinkage, the value of
which is $5,556 recorded as cost of gold sold. The following is a summary of
gold inventory changes during the six months ended May 31, 2009 and during the
fiscal year ended November 30, 2008:

|                                |  | Troy   |   |   | Weighted      |  |   |            |  
|------------------------------- |  | ------ | - | - | ------------- |  | - | ---------- | -
|                                |  | Ounces |   |   | Average price |  |   | Value      |  
|Balance as of November 30, 2007 |  | 2,996  |   |   | 657.50        |  |   | 1,969,870  |  
|Cost of gold sold               |  | (2,920 | ) |   | 657.50        |  |   | (1,919,764 | )
|Balance as of November 30, 2008 |  | 76     |   | $ | 657.50        |  | $ | 50,106     |  
|Cost of gold sold               |  | (66    | ) |   | 657.50        |  |   | (43,790    | )
|Balance as of May 31, 2009      |  | 10     |   | $ | 657.50        |  | $ | 6,316      |  

Note 4  Related Party Transactions

The Company has had related party transactions with Tri-Con
Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. (collectively
the Tri-Con Group), all of which are controlled by a director and officer of
the Company.

The Tri-Con Group are operations, exploration and development
contractors and have been employed by the Company under contract since 1972 to
carry out all of the Companys fieldwork and to provide field administrative and
management services. Under the current contracts dated January 1, 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% for office overhead
including stand-by and contingencies. There is no mark-up on capital purchases.
The Tri-Con Group does not charge the Company for the services of any of its
directors who are also directors of the Company. In addition, per the terms of
the agreements, the Company paid a base administration fee of $10,000 CDN per
month to Tri-Con Mining Ltd. and $10,000 US per month to Tri-Con Mining Inc.

For the six months ended May 31, 2009, the Tri-Con Groups
services focused mainly on corporate planning; mining, drilling and engineering
planning and preparation for production on the Companys Nolan property;
equipment and property maintenance and administration services at both the field
and corporate offices. As of May 31, 2009, Silverado owed $1,506,596 (November
30, 2008: $1,076,881) to the Tri-Con Group for exploration and administration
services performed on behalf of Silverado. Subsequent to the quarter ended May
31, 2009, Tri-Con Group wrote off $600,000 of receivables from the Company in
light of the Companys capital requirements (see Note 14(a)  Subsequent
Events). The following is a summary of Tri-Con Group charges for the six months
ended May 31, 2009 and 2008:

|                                                                    |   | May 31, 2009 |  |   | May 31, 2008 | 
|------------------------------------------------------------------- | - | ------------ |  | - | ------------ | 
|                                                                    |   | (Unaudited)  |  |   | (Unaudited)  | 
|Mineral exploration and administration
      services               | $ | 669,179      |  | $ | 1,638,777    | 
|General administration and management services                      |   | 353,440      |  |   | 540,863      | 
|                                                                    | $ | 1,022,619    |  | $ | 2,179,640    | 
|                                                                    |   |              |  |   |              | 
|Amount of total charges in excess of
      Tri-Cons costs incurred | $ | 291,180      |  | $ | 529,592      | 
|Percentage of excess amount charged                                 |   | 28.5%        |  |   | 24.3%        | 

10

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES        
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 5  Mineral Properties and Mineral Rights

The Company holds interests in four groups of mineral
properties in Alaska, U.S.A. All of these properties are in the exploration
stage and have no proven reserves as of May 31, 2009. Pursuant to EITF 04-02,
Whether Mineral Rights are Tangible or Intangible Assets and Related
Issues, the Company, retroactively effective to June 1, 2004, capitalizes
the direct costs to acquire or lease mineral properties and mineral rights as
tangible assets. The direct costs include the costs of signature (lease)
bonuses, options to purchase or lease properties, and brokers and legal fees.

A summary of such capitalized direct costs for the six months
ended May 31, 2009 and for the fiscal year ended November 30, 2008 is as
follows:

|                                      |   | Nolan   |  |   | Ester Dome |  |   | Hammond |  |   | Eagle Creek |  |   |           | 
|------------------------------------- | - | ------- |  | - | ---------- |  | - | ------- |  | - | ----------- |  | - | --------- | 
|Capitalized Mineral Rights:           |   | (a)     |  |   | (b)        |  |   | (c)     |  |   | (d)         |  |   | Total     | 
|Balance as of November 30, 2007       | $ | 582,439 |  | $ | 24,837     |  | $ | 350,000 |  | $ | 55,040      |  | $ | 1,012,316 | 
|Additions during the year:            |   |         |  |   |            |  |   |         |  |   |             |  |   |           | 
|Claim fees paid
      during the year |   | 75,880  |  |   | 6,885      |  |   | 7,500   |  |   | 10,010      |  |   | 100,275   | 
|Royalty payments                      |   | -       |  |   | -          |  |   | 50,000  |  |   | 5,000       |  |   | 55,000    | 
|Accrued mineral
      rights          |   | -       |  |   | -          |  |   | 30,000  |  |   | -           |  |   | 30,000    | 
|                                      |   |         |  |   |            |  |   |         |  |   |             |  |   |           | 
|Balance as of November 30, 2008       |   | 658,319 |  |   | 31,722     |  |   | 437,500 |  |   | 70,050      |  |   | 1,197,591 | 
|Additions during the period:          |   |         |  |   |            |  |   |         |  |   |             |  |   |           | 
|Accrued mineral
      rights          |   | -       |  |   | -          |  |   | 80,000  |  |   | -           |  |   | 80,000    | 
|Balance as of May 31, 2009            | $ | 658,319 |  | $ | 31,722     |  | $ | 517,500 |  | $ | 70,050      |  | $ | 1,277,591 | 

(a) Nolan Gold Project, Wiseman Mining District,
Alaska

The Nolan Gold Project consists of 5 contiguous claim groups
covering approximately 6 square miles, 8 miles west of Wiseman and 175 miles
north of Fairbanks, Alaska. In addition, The Clara Creek and Marion Creek claim
groups are located approximately 1.5 and 3 miles north of Coldfoot, Alaska, and
are situated near the Dalton Highway. Both Clara Creek and Marion Creeks are
left limit tributaries to the Middle Fork of the Koyukuk River.

In total, the Company owns a 100% interest in 204 federal
placer mining claims and 407 federal lode claims in the Nolan Gold Project. The
specific claim groups at this site are as follows:

| | i)   | Nolan Placer: This claim group consists of 148 unpatented
      federal placer claims.                                                                                                                        
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                               
| | ii)  | Thompsons Pup: This claim group consists of 6 unpatented
      federal placer claims and is subject to a royalty of 3% of net profits on
      80% of production.                                            
| |      |                                                                                                                                                                                                               
| | iii) | Dionne (Marys Bench): This claim group consists of 15
      unpatented federal placer claims.                                                                                                                
| |      |                                                                                                                                                                                                               
| | iv)  | Smith Creek: This claim group consists of 28 unpatented
      federal placer claims.                                                                                                                          
| |      |                                                                                                                                                                                                               
| | v)   | Marion Creek and Clara Creek: This claim group consists
      of 2 unpatented federal placer mining claims located on Marion Creek and 5
      unpatented federal placer mining claims located on Clara Creek.
| |      |                                                                                                                                                                                                               
| | vi)  | Nolan Lode: this claim group consists of 407 unpatented
      federal lode claims. The lode claims overlie much of the placer
      properties, and extend beyond them.                                       

There were no claim maintenance and holding fees due during the
six-month period ended May 31, 2009. During the fiscal year ended November 30,
2008, the Company paid claim maintenance and holding fees of $76,375 to the
Bureau of Land Management (BLM) and received a refund of $495 from BLM for a
2007 overpayment.

11

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES        
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 5  Mineral Properties and Mineral Rights
(Continued)

(b) Ester Dome Gold Project, Fairbanks Mining District,
Alaska

The Ester Dome Gold Project encompasses all of the Companys
properties on Ester Dome, which is accessible by road 10 miles northwest of
Fairbanks, Alaska. The specific properties at this site are as follows:

| | i)   | Grant Mine: This property consists of 26 state mineral
      claims subject to payments of 15% of net profits until $2,000,000 has been
      paid and 3% of net profits thereafter. The mill has remained inactive
      since February 1989 and the plant and equipment cost was written down to
      zero on our accounting records. During fiscal 2008 and the six months
      ended May 31, 2009, the work on the Grant Mine was limited to assessment
      work. The Company will continue to make claim rental payments for the
      current fiscal year and continue with assessment work.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ii)  | May (St. Paul)/Barelka: This gold property consists of 22
      state mineral claims subject to payments of 15% of net profits until
      $2,000,000 (inflation indexed from 1979) has been paid and 3% of net
      profits thereafter.                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | iii) | Dobbs: This property consists of 1 unpatented federal
      mineral claim and 4 state mineral claims subject to payments of 15% of net
      profits until $1,500,000 has been paid and 3% of net profits
      thereafter.                                                                                                                                                                                                                                                                                                                                                                          

There were no state mining claim fees due during the six-month
period ended May 31, 2009. During the fiscal year ended November 30, 2008, the
Company paid state mining claim fees of $6,760 to the State of Alaska Department
of Natural Resources and federal mining claim fees of $125 to BLM.

(c) Hammond Property, Wiseman Mining District,
Alaska

This property consists of 24 Federal placer claims and 36
Federal lode claims covering one and one-half square miles and adjoining the
Nolan Gold Properties. The Company is obligated to pay a royalty equal to 10% of
gross production and is subject to a minimum royalty of $80,000 per year. At May
31, 2009, the capitalized mineral rights of $517,500 (November 30, 2008:
$437,500) for the Hammond property includes royalty accruals totalling $470,000
(November 30, 2008: $390,000) that are unpaid, in arrears, and included in
mineral claims payable on the accompanying consolidated balance sheets. During
the six months ended May 31, 2009, the Company accrued $80,000 of minimum
royalties payable. During the fiscal year ended November 30, 2008, the Company
accrued $30,000 and paid $50,000 of minimum royalties, and paid $7,500 in
federal claim fees to BLM.

(d) Eagle Creek Property, Fairbanks Mining District,
Alaska

This property consists of 77 state mineral claims. The Company
owns a 50% interest and has an option agreement to purchase a 100% interest in
the property for $400,000, of which $48,000 remains to be paid. A payment in the
amount of $5,000 is due on August 1 of each year until the remaining $48,000 is
paid, with such yearly payment required to be paid to keep the option agreement
in good standing. There were no state mining claim fees and option payment due
during the six-month period ended May 31, 2009. During the fiscal year ended
November 30, 2008, the Company paid $10,010 of state mining claim fees and a
$5,000 option payment.

12

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES        
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 6  Property, plant and equipment

Property, plant and equipment are stated at cost. Depreciation
and amortization is provided on a straight line basis as follows:

|Mining equipment        | 10 years                     
|----------------------- | -----------------------------
|Auto and trucks         | 5 years                      
|Computer software       | 1 year                       
|Computer equipment      | 3 years                      
|Leaseholds improvements | Duration of lease (5-7 years)
|Furniture and Fittings  | 10 years                     

Property, plant and equipment primarily include mining
equipment and camp facilities at the Nolan Gold Project. Leasehold improvements
are for both the Vancouver, BC and Fairbanks, AK offices. Assets currently in
construction are segregated and will be reclassified as depreciable assets as
soon as they are put into use.

A summary of the Companys property, plant and equipment at May
31, 2009 is as follows:

|                                |   |           |  |   | May
      31, 2009 |  |   |           | 
|------------------------------- | - | --------- |  | - | ------------------ |  | - | --------- | 
|                                |   |           |  |   | Accumulated        |  |   |           | 
|                                |   |           |  |   | Depreciation and   |  |   | Net Book  | 
|                                |   | Cost      |  |   | Amortization       |  |   | Value     | 
|Offices                         |   |           |  |   |                    |  |   |           | 
|Office leasehold improvements   | $ | 597,557   |  | $ | 150,229            |  | $ | 447,328   | 
|Computer equipment and software |   | 136,169   |  |   | 114,587            |  |   | 21,582    | 
|Furniture and fittings          |   | 394,358   |  |   | 389,797            |  |   | 4,561     | 
|                                |   |           |  |   |                    |  |   |           | 
|Mining Project                  |   |           |  |   |                    |  |   |           | 
|Nolan gold project buildings    |   | 63,000    |  |   | 63,000             |  |   | -         | 
|Leasehold improvements          |   | 48,123    |  |   | 16,843             |  |   | 31,280    | 
|Nolan mining equipment          |   | 1,069,510 |  |   | 493,687            |  |   | 575,823   | 
|Auto and trucks                 |   | 19,193    |  |   | 3,519              |  |   | 15,674    | 
|Capital assets in construction  |   | 24,245    |  |   | -                  |  |   | 24,245    | 
|                                |   |           |  |   |                    |  |   |           | 
|                                | $ | 2,352,155 |  | $ | 1,231,662          |  | $ | 1,120,493 | 

13

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 6  Property, plant and equipment (Continued)

A summary of the Companys property, plant and equipment at
November 30, 2008 is as follows:

|                                |   | November 30, 2008 | 
|------------------------------- | - | ----------------- | 
|                                |   |                   | 
|                                |   |                   | 
|                                |   | Cost              | 
|Offices                         |   |                   | 
|Office leasehold improvements   | $ | 597,557           | 
|Computer equipment and software |   | 134,167           | 
|Furniture and fittings          |   | 394,358           | 
|                                |   |                   | 
|Mining Project                  |   |                   | 
|Nolan gold project buildings    |   | 63,000            | 
|Leasehold improvements          |   | 48,123            | 
|Nolan mining equipment          |   | 1,869,301         | 
|Auto and trucks                 |   | 63,009            | 
|Capital assets in construction  |   | 24,245            | 
|                                |   |                   | 
|                                | $ | 3,193,760         | 

Note 7  Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of:

|                                      |   | May 31, 2009 |  |   | November 30, 2008 | 
|------------------------------------- | - | ------------ |  | - | ----------------- | 
|Accounts payable and accrued payables | $ | 600,037      |  | $ | 440,633           | 
|Accrued interest                      |   | -            |  |   | 120,827           | 
|                                      | $ | 600,037      |  | $ | 561,460           | 

The accrued interest payable of $120,827 as of November 30,
2008 relates to the convertible debentures (see Note 8  Convertible Debentures,
below). The Company accrued an additional $2,800 of interest payable during the
first fiscal quarter ended February 28, 2009. The accrued interest payable was
written off during the second fiscal quarter ended May 31, 2009.

14

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in
      United States Dollars)               

Note 8  Convertible Debentures

On March 1, 2001, Silverado completed negotiations to
restructure convertible debentures totaling $2,000,000. Replacement debentures
totaling $2,564,400 were issued in consideration of cancellation of the original
debentures plus all accrued interest to March 1, 2001. As of November 30, 2004
the replacement debentures were repaid in full. Certain of the original
convertible debentures, reflecting an aggregate principal amount of $140,000,
were not exchanged for replacement debentures as the Company had been
unsuccessful in its extensive attempts to locate the holders of such securities.

The Company has been advised by one of its attorneys that any
claims relating to the debt arising from the such unexchanged debentures is
limitation-barred by operation of the British Columbia Limitation Act. As a
result, the Company has written off the full value of the principal and accrued
interest of such unexchanged convertible debentures in the amounts of $140,000
and $123,627, respectively, for a total write off of $263,627 during the fiscal
quarter ended May 31, 2009.

Note 9  Asset Retirement Obligations

Asset retirement obligations relate to the closure and
reclamation of the Grant Mine Tailing Pond, and to the reclamation work
associated with the Nolan Gold Project consisting of dismantling and removal of
site structures and equipment, and reshaping and revegetating the disturbed
areas. The Company has no assets legally restricted for purposes of settling
asset retirement obligations. The Nolan Gold and Antimony Properties are covered
under the State of Alaska Department of Natural Resources Statewide Bond Pool.
However, the facilities at the Grant Mine including the Tailings Pond were
constructed prior to the establishment of the State of Alaska Department of
Natural Resources Statewide Bond Pool.

Grant Mine

The Grant Mine is not an active mine and related assets were
written off as impaired effective December 1, 2001. The retirement obligations
associated with the Grant Mine involves the decommissioning of the Grant Mill
Tailings Pond that was built in the early 1980s and no longer used after 1989.
The Company has retained a geotechnical and environmental consulting firm to
assist with a preliminary report for the closure of the tailings pond. The
preliminary report is part of the closure plan, and further reclamation work
involves another closure phase that needs permits and/or approval by State of
Alaska regulatory agencies. Thus, the fair value of the cost of reclamation at
this holding time is the original $364,651 as of November 30, 2008 plus a 5%
annual accretion expense. Also, the Company is currently reviewing documentation
from independent licensed environmental and engineering companies that were
involved in geochemical and geotechnical studies and land surveying of the
tailings pond and tailings impoundment to better establish the reclamation
cost.

Nolan Gold Project

The retirement obligations associated with the Nolan mineral
properties are associated with the reclamation of disturbed land resulting from
normal operations and are not the result of improper operations of an asset such
as environmental remediation liabilities and thus are within the scope of SFAS
143. The Nolan mineral properties are subject to federal mining claims and thus
are under the active supervision of the Bureau of Land Management.

15

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in United
      States Dollars)               

Note 9  Asset Retirement Obligations (Continued)

Nolan Gold Project (Continued)

As of May 31, 2009, the Company is obligated to reclaim 21
acres at Nolan Creek. These 21 acres are essential for the Companys operations,
consisting of the camp area, equipment storage area, processing area, explosives
storage area, and the portal area, as well as the roads and core storage area.
The Company estimated that accrued obligations plus 5% annual accretion expense
would be sufficient to reclaim these 21 acres for a potential third party
remediation clean-up.

A summary of asset retirement obligations for the six months
ended May 31, 2009 and for the fiscal year ended November 30, 2008 is as
follows:

|                           |   | Grant   |  |   | Nolan   |   |   |         |  
|-------------------------- | - | ------- |  | - | ------- | - | - | ------- | -
|                           |   | Mine    |  |   | Project |   |   | Total   |  
|Balance, November 30, 2007 | $ | 347,287 |  | $ | 182,024 |   | $ | 529,311 |  
|Accretion expense          |   | 17,364  |  |   | 9,101   |   |   | 26,465  |  
|Liabilities settled        |   | -       |  |   | (18,518 | ) |   | (18,518 | )
|Balance, November 30, 2008 |   | 364,651 |  |   | 172,607 |   |   | 537,258 |  
|Accretion expense          |   | 9,116   |  |   | 4,316   |   |   | 13,432  |  
|Balance, May 31, 2009      | $ | 373,767 |  | $ | 176,923 |   | $ | 550,690 |  

16

---

Note 10  Common Stock

The authorized common stock of the Company consists of an
unlimited number of common shares, without par value. The following is a summary
of the Companys issuances of common stock during the six-month period ended May
31, 2009 and for the fiscal year ended November 30, 2008:

|                                                                        |  | Number of     |  |   | Common Stock |  
|----------------------------------------------------------------------- |  | ------------- |  | - | ------------ | -
|                                                                        |  | Shares        |  |   | Amount       |  
|                                                                        |  |               |  |   |              |  
|Balance as of November 30, 2007                                         |  | 785,607,717   |  | $ | 89,374,641   |  
|Shares issued for cash:                                                 |  |               |  |   |              |  
|Private
      placement at $0.03 per share                              |  | 35,000,000    |  |   | 1,050,000    |  
|Private placement at
      $0.0325 per share                            |  | 80,698,459    |  |   | 2,622,700    |  
|Common
      stock purchase warrants exercised at $0.035, December 2007 |  | 16,513,024    |  |   | 577,956      |  
|Common stock purchase
      warrants exercised at $0.035, January 2008  |  | 1,484,563     |  |   | 51,960       |  
|Common
      stock purchase warrants exercised at $0.035, February 2008 |  | 4,166,667     |  |   | 145,833      |  
|Common stock purchase
      warrants exercised at $0.0125, October 2008 |  | 21,166,671    |  |   | 264,583      |  
|Commissions paid                                                        |  | -             |  |   | (409,601     | )
|Total shares issued for cash                                            |  | 159,029,384   |  |   | 4,303,431    |  
|Shares issued for consulting
      fees:                                |  |               |  |   |              |  
|Shares issued at $0.06,
      January 2008                              |  | 500,000       |  |   | 30,000       |  
|Shares
      issued at $0.10, February 2008                             |  | 1,800,000     |  |   | 180,000      |  
|Shares issued at $0.06,
      February 2008                             |  | 500,000       |  |   | 30,000       |  
|Shares
      issued at $0.03, August 2008                               |  | 8,000,000     |  |   | 240,000      |  
|Shares issued at $0.03,
      September 2008                            |  | 4,000,000     |  |   | 120,000      |  
|Shares
      issued at $0.03, October 2008                              |  | 13,000,000    |  |   | 390,000      |  
|Shares issued at $0.01,
      November 2008                             |  | 5,000,000     |  |   | 50,000       |  
|Total shares issued for
      consulting fees                           |  | 32,800,000    |  |   | 1,040,000    |  
|Balance as of November 30, 2008                                         |  | 977,437,101   |  |   | 94,718,072   |  
|Shares issued for cash:                                                 |  |               |  |   |              |  
|Private placement at
      $0.003833 per share                          |  | 18,260,870    |  |   | 70,000       |  
|Private
      placement at $0.004 per share                             |  | 19,250,000    |  |   | 77,000       |  
|Private placement at
      $0.0025 per share                            |  | 38,000,000    |  |   | 95,000       |  
|Private
      placement at $0.01 per share                              |  | 25,000,000    |  |   | 250,000      |  
|Private placement at
      $0.01 per unit                               |  | 4,000,000     |  |   | 40,000       |  
|Commissions paid                                                        |  | -             |  |   | (25,000      | )
|Total shares issued for cash                                            |  | 104,510,870   |  |   | 507,000      |  
|Shares issued for consulting
      fees and other expenses:             |  |               |  |   |              |  
|Shares issued at $0.0125,
      January 2009                            |  | 26,000,000    |  |   | 325,000      |  
|Shares
      issued at $0.03, January 2009                              |  | 25,000,000    |  |   | 750,000      |  
|Shares issued at $0.0085,
      February 2009                           |  | 6,000,000     |  |   | 51,000       |  
|Shares
      issued at $0.01, February 2009                             |  | 2,000,000     |  |   | 20,000       |  
|Shares issued at $0.0051,
      February 2009                           |  | 6,555,000     |  |   | 33,427       |  
|Shares
      issued at $0.0087, February 2009                           |  | 15,000,000    |  |   | 130,500      |  
|Shares issued at
      $0.00333, February 2009                          |  | 3,109,800     |  |   | 10,356       |  
|Shares
      issued at $0.0125, March 2009                              |  | 29,000,000    |  |   | 362,500      |  
|Shares issued at
      $0.00644, March 2009                             |  | 2,112,069     |  |   | 13,606       |  
|Shares
      issued at $0.013, April 2009                               |  | 15,000,000    |  |   | 195,000      |  
|Shares issued at $0.0122,
      May 2009                                |  | 357,965       |  |   | 4,367        |  
|Shares issued for commitment
      fees at $0.0096, May 2009            |  | 100,000,000   |  |   | 960,000      |  
|Total shares issued for non-cash items                                  |  | 230,134,834   |  |   | 2,855,756    |  
|Balance as of May 31, 2009                                              |  | 1,312,082,805 |  | $ | 98,080,828   |  

17

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in United
      States Dollars)               

Note 10  Common Stock (Continued)

(a) Private Placements

For six-month period ended May 31, 2009

During the six-month period ended May 31, 2009, the Company completed
  private placements resulting in the issuance of an aggregate of 18,260,870 common
  shares at $0.0038 per share, 19,250,000 common shares at $0.004 per share and
  38,000,000 common shares at $0.0025 per share. The Company received aggregate
  proceeds of $242,000 from such private placements. The Company also
  completed private placements resulting in the issuance of an aggregate of 4,000,000
  units at $0.01 per unit. Each unit consisted of one share of common stock and
  one common stock purchase warrant exercisable for a number of additional shares
  of common stock equal to the number of units purchased, at a per share exercise
  price of $0.02 within the one year period commencing from the date of the subscription
  agreement. The Company received proceeds of $40,000 from such private placements.

In addition, during the six-month period ended May 31, 2009,
  the Company completed a private placement resulting in the issuance of 25,000,000
  common shares at a price of $0.01 per share, receiving proceeds of $250,000
  in accordance with an Equity Line of Credit Agreement (see Note 10(c) –
  Equity Line of Credit and Commitment Fees, below). In accordance with the Equity
  Line of Credit Agreement, the Company paid commission fees of $25,000 which
  was recorded as a reduction of common stock.

As of May 31, 2009, the Company also received $135,000 for the
  sale of 16,875,000 restricted common shares at a price of $0.008 per share and
  $115,000 for the sale of an aggregate of 11,500,000 units at a price of $0.01
  per unit. These private placements have not yet been completed as securities
  had not been issued as of May 31, 2009. Included in 11,500,000 units issued
  subsequent to May 31, 2009 are 11,500,000 shares and 6,500,000 common stock
  purchase warrants. Each common stock purchase warrant is exercisable for an
  additional share of common stock at a per share exercise price of $0.02 within
  the one year period commencing from the date of the subscription agreement.

For the fiscal year ended November 30, 2008

During the fiscal year ended November 30, 2008, the Company
completed private placements resulting in the issuance of an aggregate of
35,000,000 units at $0.03 per unit and 80,698,459 units at $0.0325 per unit.
Each unit consisted of one share of the Companys restricted common stock and
one half-warrant, with a full warrant (consisting of two half-warrants) being
exercisable for a period of one year at a per share exercise price of $0.07. The
Company received gross proceeds of $3,672,700 from such private placements, of
which $275,136 cash was received before the fiscal year ended November 30, 2007.
In addition, the Company received $1,040,332 from the issuance of 43,330,925
restricted shares of its common stock through warrant exercises during fiscal
year 2008. The Company paid commission fees of $409,601, which was recorded as a
reduction of common stock.

18

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in United
      States Dollars)               

Note 10  Common Stock (Continued)

(b) Common Stock Issued for Consulting Fees

During the six-month period ended May 31, 2009, the Company
entered into several consulting agreements for various corporate planning and
business development services to the Company. Pursuant to these consulting
agreements, the Company issued an aggregate of 130,134,834 shares of the
Companys common stock for consulting fees and other expenses, valued at the
fair market price at the dates of various consulting agreements and payable
settlement agreements, for total consideration of $1,895,756, of which
$1,330,132 was recorded as consulting fees and $565,624 was recorded as prepaid
expenses based on the terms of the consulting agreements. These shares were
issued under the Companys Equity Compensation Plans (See Note 11(a)  Equity
Compensation Plans, below).

During the fiscal year ended November 30, 2008, the Company
also issued an aggregate of 32,800,000 shares of the Companys common stock in
payment of consulting fees, valued at the fair market price at the dates of
consulting agreements, for total consideration of $1,040,000, of which $706,500
was recorded as consulting fees and $333,500 was recorded as prepaid expenses
based on the terms of the consulting agreements. $333,500 of prepaid consulting
fees was subsequently expensed during the six-month period ended May 31,
2009.

(c) Equity Line of Credit and Commitment Fees

On May 6, 2009, the Company entered into an Equity Line of
Credit Agreement with an accredited investor (the Investor), pursuant to which
the Company has the right to raise at least $3,000,000 and up to $100,000,000
through the sale of its common stock over the term of the agreement, unless
earlier terminated. Upon execution, the Company immediately raised $250,000 from
the Investor pursuant to an initial sale of 25,000,000 common shares at a price
of $0.01 per share (see Note 10(a)  Private Placements, above).

Upon execution, the Company also issued to the Investor 100,000,000
  shares of the Company’s common stock as payment of a commitment fee, with
  such shares valued at the fair market price at the date of issuance ($0.0096
  per share on May 6, 2009). Such shares were deemed fully earned as of the date
  of the agreement and therefore the fair market value of such shares was included
  in consolidated statements of operations and other comprehensive loss for the
  three and six months ended May 31, 2009.

Note 11  Stock Options, Equity Compensation Plans and
Common Stock Purchase Warrants

(a) Stock Options and Equity Compensation Plans

On January 29, 2009, the Company adopted the 2009 Equity
Compensation Plan (the 2009 Plan) to encourage certain directors, officers,
employees, and consultants of the Company to acquire and hold stock in the
Company as an added incentive to remain with the Company, to increase their
efforts in promoting the interests of the Company and to enable the Company to
attract and retain capable individuals. The number of shares issued under the
Plan may not exceed 130,000,000 in aggregate. On January 29, 2009, the Company
filed a registration statement on Form S-8 to register all 130,000,000 of such
shares.

On June 1, 2009, the Company adopted the 2009-II Equity
Compensation Plan (the 2009-II Plan) to encourage certain directors, officers,
employees, and consultants of the Company to acquire and hold stock in the
Company as an added incentive to remain with the Company, to increase their
efforts in promoting the interests of the Company and to enable the Company to
attract and retain capable individuals. The number of shares issued under the
Plan may not exceed 80,000,000 in aggregate. On June 1, 2009, the Company filed
a registration statement on Form S-8 to register all 80,000,000 of such
shares.

19

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in United
      States Dollars)               

Note 11  Stock Options, Equity Compensation Plans and
Common Stock Purchase Warrants (Continued)

(a) Stock Options and Equity Compensation Plans
(Continued)

During six months ended May 31, 2009, there were no options
granted. Pursuant to several consulting agreements, the Company issued an
aggregate of 130,134,834 shares of the Companys common stock under the
Companys Equity Compensation Plans in payment of consulting fees and other
expenses, valued at the fair market price on the effective dates of the
consulting agreements.

There was no Stock Option Plan adopted and no options granted
by the Company during the fiscal year ended November 30, 2008. During the fiscal
year 2008, the Company issued an aggregate of 32,800,000 shares of the Companys
common stock in payment of consulting fees under the Companys Equity
Compensation Plans adopted in fiscal year 2007.

A summary of the change in outstanding and exercisable stock
options for the six-month period ended May 31, 2009 and for the fiscal year
ended November 30, 2008 is as follows:

|                              |  |                 |   |   |                 |  |  | Weighted         | 
|----------------------------- |  | --------------- | - | - | --------------- |  |  | ---------------- | 
|                              |  | Outstanding and |   |   | Weighted        |  |  | Average          | 
|                              |  | Exercisable     |   |   | Average         |  |  | Remaining        | 
|                              |  | Options         |   |   | Excercise Price |  |  | Contractual Life | 
|Balance, November 30, 2007    |  | 72,500,000      |   | $ | 0.06            |  |  | 4.43 years       | 
|Options cancelled and expired |  | (2,100,000      | ) |   | 0.11            |  |  |                  | 
|                              |  |                 |   |   |                 |  |  |                  | 
|Balance, November 30, 2008    |  | 70,400,000      |   |   | 0.06            |  |  | 3.47 years       | 
|Options granted               |  | -               |   |   | -               |  |  |                  | 
|Options exercised             |  | -               |   |   | -               |  |  |                  | 
|Options cancelled and expired |  | (14,400,000     | ) |   | 0.06            |  |  |                  | 
|                              |  |                 |   |   |                 |  |  |                  | 
|Balance, May 31, 2009         |  | 56,000,000      |   | $ | 0.06            |  |  | 3.19 years       | 

The balance of outstanding and exercisable common stock options
as at May 31, 2009 is as follows:

|Number of Options |  |   |                |  |  | Remaining        | 
|----------------- |  | - | -------------- |  |  | ---------------- | 
|Outstanding and   |  |   |                |  |  | Contractual Life | 
|Exercisable       |  |   | Exercise Price |  |  | (Years)          | 
|                  |  |   |                |  |  |                  | 
|39,700,000        |  | $ | 0.050          |  |  | 1.61 - 3.60      | 
|16,300,000        |  |   | 0.070          |  |  | 3.62             | 
|56,000,000        |  |   |                |  |  |                  | 

Fair Value Determination

The Company uses the Black-Scholes option pricing model to
calculate the fair value of stock options when the options are granted under the
following weighted average assumptions:

20

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in United
      States Dollars)               

Note 11  Stock Options, Equity Compensation Plans and
Common Stock Purchase Warrants (Continued)

(a) Stock Options and Equity Compensation Plans
(Continued)

Expected volatility is based on historical volatility. Because
trading tends to be thin, in relation to the total shares outstanding, average
weekly stock prices were used to calculate volatility. Management believes that
the annualized weekly average of volatility is the best measure of expected
volatility.

U.S. Treasury constant maturity rates were utilized with
maturities most closely approximating the expected term of the option.

The expected term of the options was calculated using the
alternative simplified method permitted by SAB 107, which defines the expected
life as the average of the contractual term of the options and the weighted
average vesting period for all option tranches.

There were no stock options granted and valued during the
six-month period ended May 31, 2009 and the fiscal year ended November 30,
2008.

(b) Common Stock Purchase Warrants

During the six-month period ended May 31, 2009, 40,349,230 of
the Companys outstanding warrants expired and 4,000,000 common stock purchase
warrants were granted by the Company upon the completion of private placements
as of May 31, 2009. Such private placements resulted in the issuance of an
aggregate of 4,000,000 units at $0.01 per unit. Each unit consisted of one share
of common stock and one common stock purchase warrant exercisable for a number
of additional shares of common stock equal to the number of units purchased, at
a per share exercise price of $0.02 within the one year period commencing from
the date of the subscription agreement.

In September 2008, the Company reduced the exercise price of
  3,666,667 of its common stock purchase warrants from $0.10 to $0.0125 per common
  share and 17,500,004 of its common stock purchase warrants from $0.07 to $0.0125
  per common share, and all of such warrants were exercised in October 2008.

In November 2007, the Company reduced the exercise price of 16,513,024
  of its common stock purchase warrants from $0.12 to $0.035 per common share,
  and such warrants were exercised in December 2007. In December 2007, the Company
  reduced the exercise price of 990,001 of its common stock purchase warrants
  from $0.12 to $0.035 per common share and 495,001 of its common stock purchase
  warrants from $0.06 to $0.035 per common share, of which a total of 1,484,563
  warrants were exercised in January 2008, and the remaining 439 warrants expired.
  In December 2007, the Company reduced the exercise price of 4,166,667 of its
  common stock purchase warrants from $0.10 to $0.035 per common share, and such
  warrants were exercised in February 2008.

21

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in United
      States Dollars)               

Note 11  Stock Options, Equity Compensation Plans and
Common Stock Purchase Warrants (Continued)

(b) Common Stock Purchase Warrants (Continued)

During fiscal years 2007 and 2008, the Company completed
private placements resulting in the issuance of units consisting of one share of
Company restricted common stock and one half-warrant (with each whole warrant
exercisable for one share of Company restricted common stock). The warrants
referenced above were issued during such private placements. There was no value
assigned to these warrants when they were granted. The exercise price reduction
incentivized the holders to exercise the warrants, which assisted the Company in
meeting its working capital requirements. The Company received less proceeds
from these exercised warrants due to the price reductions, but the Company
believes these warrants would have been left to expire had the Company not
effected the exercise price reductions.

A summary of the change in common stock purchase warrants for
the six months ended May 31, 2009 and for the fiscal year ended November 30,
2008 is as follows:

|                           |  |             |   |   | Weighted        |  |  | Weighted Average | 
|-------------------------- |  | ----------- | - | - | --------------- |  |  | ---------------- | 
|                           |  | Outstanding |   |   | Average         |  |  | Remaining        | 
|                           |  | Warrants    |   |   | Excercise Price |  |  | Contractual Life | 
|Balance, November 30, 2007 |  | 62,013,003  |   | $ | 0.110           |  |  | 0.32 years       | 
|Warrants issued            |  | 57,849,234  |   |   | 0.070           |  |  |                  | 
|Warrants exercised         |  | (43,330,925 | ) |   | 0.024           |  |  |                  | 
|Warrants expired           |  | (36,182,082 | ) |   | 0.108           |  |  |                  | 
|                           |  |             |   |   |                 |  |  |                  | 
|Balance, November 30, 2008 |  | 40,349,230  |   |   | 0.070           |  |  | 0.17 years       | 
|Warrants issued            |  | 4,000,000   |   |   | 0.020           |  |  |                  | 
|Warrants expired           |  | (40,349,230 | ) |   | 0.070           |  |  |                  | 
|Balance, May 31, 2009      |  | 4,000,000   |   | $ | 0.020           |  |  | 0.89 years       | 

The balance of outstanding and exercisable common stock
purchase warrants as at May 31, 2009 is as follows:

|Number of   |  |   |          |  |  | Remaining        | 
|----------- |  | - | -------- |  |  | ---------------- | 
|Warrants    |  |   | Exercise |  |  | Contractual Life | 
|Outstanding |  |   | Price    |  |  | (Years)          | 
|3,000,000   |  | $ | 0.020    |  |  | 0.89             | 
|1,000,000   |  |   | 0.020    |  |  | 0.90             | 
|            |  |   |          |  |  |                  | 
|4,000,000   |  |   |          |  |  |                  | 

22

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in United
      States Dollars)               

Note 12  Supplemental Cash Flow Information

|                                                                              |   | Six Months Ended | 
|----------------------------------------------------------------------------- | - | ---------------- | 
|                                                                              |   | May 31, 2009     | 
|                                                                              |   | (Unaudited)      | 
|Changes in non-cash financing and investing
      activities:                 |   |                  | 
|Common stock issued for
      consulting and other expenses                   | $ | 1,330,132        | 
|Common stock issued for commitment fees                                       |   | 960,000          | 
|Common stock issued for
      prepaid consulting fees                         |   | 565,624          | 
|Common shares issued for subscriptions
      received                         |   | -                | 
|Mineral claims royalty
      payable changes at period-end for mineral rights |   | 80,000           | 
|                                                                              |   |                  | 
|Other cash flow information:                                                  |   |                  | 
|Interest paid                                                                 | $ | 4,173            | 

Note 13  Commitments

a) Severance Agreements and Indemnity Agreements with
Directors

The Company has entered into a compensation agreement with a
director of the Company. The agreement provides for severance arrangements where
a change of control of the Company occurs, as defined, and such director is
terminated.

b) Office Lease

The Company entered into a seven year office lease agreement
expiring in July 2014 for its Vancouver office when obliged to vacate its
previous lease location at the expiry of the lease. The Companys future minimum
lease payments under this lease are as follows:

|Fiscal years ending November 30, 2009 -
      2011 | $ | 288,049 | 
|-------------------------------------------------- | - | ------- | 
|Fiscal year ending November 30, 2012               |   | 125,268 | 
|Fiscal year ending November 30, 2013               |   | 128,439 | 
|Fiscal year ending November 30, 2014               |   | 85,626  | 
|                                                   | $ | 627,382 | 

---

|**SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES**    
|------------------------------------------------------
|(An Exploration Stage Company)                        
|NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2009                                    
|(Stated in United
      States Dollars)               

Note 14  Subsequent Events

Subsequent to May 31, 2009, the following events took
place:

|a) | In light of the Companys capital requirements, the
      Tri-Con Group wrote off $600,000 of receivables from the Company in June
      2009 (see Note 4  Related Party Transactions.)                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|b) | A total of 7,800,000 of outstanding stock options, with a
      weighted average price of $0.061, expired.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|c) | The Company signed an additional consulting agreement
      with a consultant for the provision of various corporate planning and
      business development services. Pursuant to this consulting agreement, the
      Company issued an additional 30,000,000 common shares on June 2, 2009 at a
      price of $0.012 per share, valued at the fair market price at the date of
      the amended agreement, for a total of $360,000.                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|d) | The Company completed private placements resulting
        in the issuance of an aggregate of 28,900,000 units at $0.01 per unit.
        Such units consist of 38,400,000 common shares and 19,400,000 common stock
        purchase warrants. Each common stock purchase warrant is exercisable for
        an additional share of common stock at a per share exercise price of $0.02
        within the one year period commencing from the date of the subscription
        agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|e) | In June 2009, the Company raised $95,000 of capital
      pursuant to the sale of 9,500,000 common shares at a price of $0.01 per
      share under the Equity Line of Credit Agreement. In accordance with such
      agreement, the Company paid commission fees of $9,500.                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|f) | In June 2009, the Company issued 505,927 common shares at
      a price of $0.01063 per share for a total of $5,378 and 376,430 common
      shares at a price of $0.01504 per share for a total of $5,661.51 in
      payment of consulting fees, pursuant to a consulting agreement.                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|g) | On July 6, 2009, the Company has engaged D&D
      Securities Company as its investment banking firm. The engagement
      commenced immediately.                                                                                                                                                                                                                                                                                                                                          

24

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the operating results and
financial position of Silverado Gold Mines Ltd. (Silverado or the Company)
for the six months ended May 31, 2009. It should be read in conjunction with the
Companys audited consolidated financial statements and footnotes for the fiscal
year ended November 30, 2008 and the interim unaudited consolidated financial
statements for the six-month period ended May 31, 2009.

All financial information in this Managements Discussion and
Analysis (MD&A) is expressed and prepared in conformity with US generally
accepted accounting principles. All references are in US dollar, the Companys
reporting currency, unless otherwise noted. Some numbers in this MD&A have
been rounded to the nearest thousand for discussion purposes.

Certain forward-looking statements are discussed in this
MD&A with respect to the Companys activities and future financial results,
which are made based upon managements current expectations and beliefs. There
can be no assurance that future developments affecting the Company will be those
anticipated by management.

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-Q
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 Silverados capital needs,
business plans and expectations. Such forward-looking statements involve risks
and uncertainties regarding the market price of gold, availability of funds,
government regulations, common share prices, operating costs, capital costs,
outcomes of gold recovery activities and other factors. Forward-looking
statements are made, without limitation, in relation to operating plans,
property exploration and gold recovery activities, availability of funds,
environmental reclamation, operating costs and permit acquisition. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "seek", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or target", 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 Silverado files with the
Securities Exchange Commission (the SEC). These factors may cause actual
results to differ materially from any forward-looking statement. Management
disclaims any obligation to publicly update these statements, or disclose any
difference between its actual results and those reflected in these statements.
The information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements.

OVERVIEW

The Company is engaged in the acquisition and exploration of
mineral properties in the State of Alaska, through its wholly-owned subsidiary,
Silverado Gold Mines Inc., and is involved with a new environmentally friendly
low-rank coal-water fuel (LRCWF)technology through its other
wholly-owned subsidiary, Silverado Green Fuel, Inc.

The Company has committed over three decades of work to the
exploration, development and test mining of gold properties throughout North
America. In the mid-1980s, the Company decided to focus its efforts in Alaska.
We have extensive experience in geological, geochemical and geophysical
exploration techniques. Our

25

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mineral holdings are located in the Fairbanks Mining District
and in the Koyukuk Mining District, consisting of both lode and placer mining
claims. At the present time, the Companys primary focus is the exploration and
development of our Nolan Gold Project and our Hammond property located 175 miles
north of Fairbanks, Alaska. We are also continuing with exploration activities
on our Eagle Creek Property and our Ester Dome Project, which are both located
in the Fairbanks Mining District.

The Company has been working for seven years through its
LRCWF division on the development of LRCWF, a non-toxic liquid fuel
product derived from sub-bituminous and lignite coal. In its finished form the
fuel would be a non-toxic, non-hazardous environmentally friendly strategic
(liquid) fuel. Silverado is seeking financing to enable us to proceed with the
construction of a commercial demonstration facility designed to document the
combustion characteristics of Green Fuel. A successful demonstration project
could lead to construction of a commercial production facility to manufacture
the low-rank coal-water fuel as a replacement fuel for oil fired boilers and
utility generators. In addition we look forward to our continued planning and
progress designed to create a secondary fuel and other product facility designed
to gasify and liquefy our green fuel to facilitate the creation of low cost
rocket fuel, aviation fuel, gasoline, diesel fuel, synthetic natural gas,
synthetic petrochemical feedstocks, hydrogen for fuel cells, plastic,
fertilizers, explosives, urea, ammonia CO2 for enhanced recovery in oil well
production as well as a host of other products, all free of sulphur, heavy
metals and particulate matter.

MINERAL EXPLORATION

The Company is a mineral exploration company with interests in
properties located throughout the state of Alaska. The majority of such
properties are in the early stages of exploration, and there is no assurance
that a commercially viable mineral deposit exists on such properties.

The Company holds interests in four groups of mineral
properties in Alaska, as listed below:

|1) | Nolan property           
|-- | -------------------------
|   |                          
|2) | Hammond Property;        
|   |                          
|3) | Eagle Creek Property; and
|   |                          
|4) | Ester Dome Property.     

Overall mineral exploration performance during the six-month
period ended May 31, 2009 and managements plan of operations for each property
are discussed below.

Effective January 1, 2009, based on completion of a preliminary
feasibility study by an independent and AIPG Certified Professional Geologist
(the QP), our Nolan Gold and Antimony Lode Project has disclosed an
economically viable mineral reserve. The preliminary feasibility study entitled,
Update of Mineral Resource and Reserve Estimates and Preliminary Feasibility
Study, Workmans Bench Antimony-Gold Lode Deposit, Nolan Creek, Wiseman B-1
Quadrangle, Koyukuk Mining District, Northern Alaska, January 1, 2009 (the
Technical Report), concluded that the resource estimates disclosed by the
Company in its Current Report on Form 8-K filed with the SEC on November 17,
2008 can be reclassified as a probable reserve. Though there were no material
changes to the grades and quantities previously reported on November 17, 2008,
there was additional data produced that added new grades and there was further
work conducted on this zone that resulted in the aforementioned
reclassification.

26

---

In response to comments received from the British Columbia
Securities Commission (BCSC) in May 2009, the Company amended the Technical
Report to reflect additional data. A copy of the amended Technical Report, dated
June 1, 2009, was filed on June 3, 2009 on SEDAR and EDGAR, and can also be
found at the Companys website at www.silverado.com. The measured reserve estimates on
Workmans Bench, on which the pre-feasibility study was based, have not changed.
Certain material changes are shown below:

The Economic Analysis Chapter (Section 18.9) was clarified by
the QP in the amended Technical Report to include: 1) an explanation of metal
price forecasts; 2) analysis of depreciation and sunken costs; 3) a review of
the effect of variable interest rates on the economic model; and 4) multiple
scenarios for the Base Cash Flowcase study.

1. NOLAN GOLD AND ANTIMONY PROPERTY

The majority of the properties comprising our Nolan Gold
Project are adjacent to or within the Nolan Creek Valley, located approximately
8 miles northwest of the small town of Wiseman, and 175 air miles north of
Fairbanks, Alaska in the southern foothills of the Brooks Range. Centrally
located in the historic Koyukuk Mining District, Nolan Creek is a southerly
flowing tributary to Wiseman Creek which flows southeasterly into the Middle
Fork of the Koyukuk River. An all weather road connects the Nolan Creek Camp
with the Dalton Highway and is suitable year-round for semi-tractors loaded with
fuel and equipment. Air transportation is available by several commercial
carriers from Fairbanks to the 4,500 ft long, state maintained Coldfoot Airport.
The community of Coldfoot Alaska is about 15 miles south-southeast of Nolan, and
has Alaskas northernmost gas station, grocery, and public lodging.

All of the Nolan Gold Project properties are on federal land
and located within the Wiseman B-1 Quadrangle. All of the mineral claims, with
the exception noted below, are in the SE 1⁄4, Township 31 North, Range 12 West,
the NE 1⁄4, Township 30 North, Range 12 West, and SW 1⁄4, Township 31 North, Range
11 West, Fairbanks Meridian.

In addition to the Nolan Creek properties, Silverado also has
two smaller placer claim groups on Clara Creek and Marion Creek, located 1.5 and
3 miles north respectively of the town of Coldfoot, Alaska, situated near the
Dalton Highway.

As of May 31, 2009, Silverados Nolan Gold Project consist of
204 unpatented, federal placer mining claims covering approximately 4,080 acres
in three non-contiguous groups, and 407 unpatented federal lode mining claims
covering approximately 8,140 acres in one large contiguous group. Many of the
407 lode mining claims are superimposed over the placer mining claims.

The plan of operation for the Nolan Gold Project for the 2009
fiscal year is the advancement toward the development and mining stage of our
Nolan Gold and Antimony Project, especially along the southwestern end of the
Solomon Shear Zone in the Workmans Bench Area. The Company is in a transitional
phase between exploration and development. The preliminary feasibility study,
effective January 1, 2009 and amended on June 1, 2009 to reflect additional
data, supported a mineral reserve of antimony and gold underlying the
southwestern portion of the Solomon Shear Zone, an area referred to by the
Company as Workmans Bench. The study by the Companys QP concluded that the
Nolan Gold and Antimony Project in the Workmans Bench area are economically
viable. The results of the January 2009 preliminary feasibility study and the
reserve estimates are disclosed in the Companys Annual Report on Form 10-KSB
filed on March 16, 2009 and the Companys website: www.silverado.com.

27

---

The measured reserve estimates on Workmans Bench, on which the
pre-feasibility study was based, have not changed in the amended Technical
Report. The QP chose to modify inferred Sb and Au resources estimates on the
Pringle Bench upon further review of the distance between drill control points
used in a polygonal analysis of the inferred resources on Pringle bench. The
amended inferred resource estimates for the Pringle Bench and Nolan areas are
shown below:

Cautionary Note to U.S. Investors concerning estimates of
Inferred Resources

The following table uses the term inferred resources.
Silverado advises U.S. investors that while this term is recognized and required
by Canadian regulations (under National Instrument 43-101 Standards of
Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission
does not recognize this term. U.S. investors are cautioned not to assume that
any part or all of mineral deposits in these categories will ever be converted
into reserves.

General Note Regarding Estimates

The following information should be considered in connection
with our estimates below, which we are disclosing in accordance with applicable
SEC standards and regulations:

- Assumed Prices of US $700/oz for gold and US $2.25/lb for antimony.
- Process Recovery Rates of 85% for antimony and 90% for gold (as provided
  by Hazen Research from work done on an underground bulk sample from the D
  tunnel of the Workmans Bench A vein and using gravity and water recovery
  systems only).
- Estimated Operating Costs of US $375/ton, based on operation of a 92 ton
  per day underground mine.

A cutoff grade of 4% antimony was used in our analysis. A 4%
cutoff grade should be regarded as 4% antimony equivalent. No cutoff grade was
used for gold, as antimony was the primary commodity being examined, and none of
the resource polygons contained less than 0.05 oz/ton gold.

Summary of Amended Inferred Antimony and Gold resources from
  A and West Zones, Pringle Bench

|Category          |  | Cut-Off
      Grade |  |  | Quantity |  |  | Grade  |  |  | Metal          |  |  | Grade       |  |  | Metal           | 
|----------------- |  | ------------------- |  |  | -------- |  |  | ------ |  |  | -------------- |  |  | ----------- |  |  | --------------- | 
|                  |  | (% Sb)              |  |  | (tons)   |  |  | (% Sb) |  |  | (ton
      Sb) |  |  | (oz/ton Au) |  |  | (oz
      gold) | 
|A Vein Inferred |  | 4.0                 |  |  | 737      |  |  | 29.13  |  |  | 214.7          |  |  | 0.113       |  |  | 83.4            | 
|West Vein       |  | 4.0                 |  |  | 1,951    |  |  | 9.86   |  |  | 192.3          |  |  | 0.049       |  |  | 94.7            | 
|Inferred          |  |                     |  |  |          |  |  |        |  |  |                |  |  |             |  |  |                 | 
|TOTALS            |  | 4.0                 |  |  | 2,688    |  |  | 15.14  |  |  | 407.0          |  |  | 0.067       |  |  | 178.1           | 

Notes:-The effective date of these resources is January 1,
2009; amended June 1, 2009-Rounding may result in some discrepancies.-No
processing recovery factors have been applied to these resource figures.-The
unit ton refers to short tons.-Cut-off grade is 4.0% Sb equivalent, which
is the combined values of gold plus antimony expressed in terms of antimony

28

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Silverados amended, inferred lode mineral resources, Nolan
Creek area

|Resource Category | Cut-off grade
      (% Sb) | Quantity
      (ton) | Grade (%
      Sb) | Metal (ton
      Sb) | Grade (oz/ton
      Au) | Metal (oz
      Au)
|----------------- | -------------------------- | -------------------- | ------------------ | -------------------- | ----------------------- | -------------------
|Inferred          | 4.0                        | 24,077               | 12.45              | 2,997.6              | 0.245                   | 5,894.7            

Notes:-The effective date of these resources is January 1,
2009; amended June 1, 2009.-Rounding may result in some
discrepancies.-No processing recovery factors have been applied to these
resource figures.-The unit ton refers to short tons.-Cut-off grade is
4.0% Sb equivalent, which is the combined values of gold plus antimony
expressed in terms of antimony

During the six-month period ended May 31, 2009, the Company
began implementing the recommendations of the preliminary feasibility study for
the Workmans Bench gold and antimony deposit. The Company has procured supplies
and equipment necessary for the summer drilling program at Nolan. Also,
topographic surveying was done to establish elevations of the ground surface
above the southwestern extent of the Workmans Bench antimony and gold
mineralized zones. The new surface elevations were used to determine the
vertical extension of the northeast striking antimony and gold mineralized
zones. The Company compared the highest elevations of the A zone intercepts
from previous drill core data and determined the vertical extension of the vein
zones that have not been explored by core drilling. The undrilled area is a
target of 200 to 350 vertical feet (average of 270 feet) with a strike length
that is at least 400 feet. The proposed drill sites were surveyed and staked,
and the access routes to the drill sites were completed. In order to intercept
these upper extensions of the mineralized zones, the drill sites had to be
located on the hillside up above Workmans Bench on the opposite side of the
shear zone. Thus, the drill azimuths will be 180 degrees opposite of previous
years drilling.

The Company has been aggressively seeking permits and also
compiling various studies by numerous contractors to meet application
requirements for permits. In order for the project to advance to the development
stage at Nolan, the permitting process involves various characterization
studies. Some of these studies are seasonally dependent and some require time
periods that can delay the permitting process. The baseline water quality
sampling which began in June of 2008 and was halted due to freezing temperatures
during October of 2008, was continued in early June of 2009.

The access road into the Nolan Creek camp as well as the 26 man
camp facility received construction upgrades in preparation for the 1,000 cubic
yard bulk ore sample that the Company has been permitted to sample. Essential to
the bulk sample program and future development is the environmental baseline and
characterization studies that include Acid Rock Drainage studies also known as
acid-base accounting, as well as the water quality baseline sampling. Samples of
the ore and wall rock gangue from various core intercepts and also wall rock
from the A zone were submitted by the QP to analytical labs for determination
of acid generating potential. The Companys QP has directed a third party
engineering firm to conduct various geotechnical studies of the wall rock and
ore rock.

The Company, as per the QP, began seeking a calcareous rock
unit that is accessible for extraction on the Nolan property. Permits for the
extraction of the calcareous rock will not be applied for until the Company has
verified that such a rock unit is accessible. The extraction of a calcareous
rock could be used as a buffering liner for temporary storage of waste rock that
may have acid generating potential.

During the next six months, Silverado plans to expand the
current lode exploration program by diamond core drilling in-fill holes along
the southwest extent of the Workmans Bench antimony and gold deposit, for the
potential upgrade of resources. The Company will focus a program designed to
potentially upgrade inferred

29

---

resources in the Pringle Bench area to a potential probable
reserve status. The Company also plans to drill northeast of Pringle Bench in a
prospect known as the Hillside area to test for a potential continuation of the
strike length of the Solomon Shear Zone gold and antimony veins. The
characterization studies and geotechnical studies will continue on for the
remainder of the fiscal year.

During the next six months Silverado plans to initiate lode
development in the Workmans Bench area as follows:

|1. | Continued aggressive permitting.                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Additional infill drilling along strike of the gold and
      antimony mineralized Solomon Shear Zone for additional geological and
      geotechnical information and geochemical assays.
|3. | Baseline characterization studies for permitting
      purposes.                                                                                                                          
|4. | Acid and Base Accounting (ABA) for potential acid
      drainage issues.                                                                                                                  
|5. | Procurement of equipment and infrastructure upgrades
      needed for the underground extraction of a 1,000 cubic yard bulk
      sample.                                                 
|6. | Underground extraction of a bulk sample of antimony and
      gold ore for additional processing studies and
assays.                                                                      

In addition, the Company plans to do detailed mapping and
channel sampling of the gold and arsenic mineralized veins that occur in
outcrops in the Fortress prospect located along the north end of the property.
Depending on time constraints and funding, the Company also plans to excavate
trenches in a new prospect located 2,000 ft east of the Solomon Shear Zone. The
excavated trenches will be mapped and channel sampled for potential
mineralization. Also, the Company will continue trying to locate a local source
of carbonate-bearing rock to be used for mitigation of potential Acid Rock
Drainage.

Our proposed drilling program of a minimum of 35 shallow
(200-500 ft) diamond core drill holes for 2009 has already commenced and is
aimed at lode gold and antimony exploration. Lode drilling will focus on Pringle
Bench, Workmans Bench and the Hillside along the Solomons Shear trend, and is
designed to provide a better three dimensional understanding of the mineralized
sections of the structure and how it is related to the placer gold deposits of
the Nolan Creek area. Since the Project is advancing into the development stage,
exploration drilling will not be conducted in the Fortress area which is part of
a gold bearing east-west trending deformation zone.

We will be seeking to raise approximately $10,000,000 to carry
out our exploration, permitting and development activities for the Nolan Gold
Project. Of this amount, $1,000,000 would be put toward lode drilling and
trenching on the Solomon Shear Zone. The actual amount that we spend on
exploration will depend on the actual amount of funds that we have available for
exploration. We are presently seeking to obtain sufficient financing to enable
us to proceed with these plans.

On July 6, 2009, the Company engaged the services of D&D
Securities Company as its investment banking firm for the purpose of raising
capital for its ongoing operations.

2. HAMMOND PROPERTY

Our Hammond property is located approximately 8 miles north of
Wiseman, and 175 air miles north of Fairbanks, Alaska in the foothills of the
Brooks Range in an area known as the Koyukuk Mining District. The Hammond
property is located approximately three miles northeast of the Nolan Gold
Project.

30

---

The Hammond property is accessible by the Trans-Alaska Pipeline
road about 280 road miles north of Fairbanks, Alaska. An all-weather 4x4 road
connects Hammond to the pipeline road.

The Company leases 24 federal placer mining claims and 36
federal lode mining claims from Alaska Mining Company, Inc. (Alminco). Alminco
has confirmed that our mineral claims and options are in good standing on the
understanding we will use our best efforts to pay the minimum royalty payments,
including the payments that are in arrears for the past four years, when
business conditions permit.

The encouraging drill results to date, the potential of
extending the Slisco Channel to the southeast plus the possibility of
discovering gold bearing tributary channels, make this a prospect for additional
discoveries. This project will require additional funding. Even if funding is
acquired, there is no assurance that a commercial gold bearing placer deposit
will be developed. Even if a gold bearing deposit is developed, additional
funding will be required to mine the deposit, and until a feasibility study is
completed, there is no assurance that the deposit will be profitable to mine.

3. EAGLE CREEK PROPERTY

The Eagle Creek property is comprised of 77 Alaska state
mineral claims. All claims are contiguous and are located in the Fairbanks North
Star Borough. The total area of the claims equals approximately 3080 acres and
all claims are valid. There has been no legal survey on the claims. Ownership of
the claims is in the name of Silverado Gold Mines Inc. There is an "option to
purchase" agreement with Arley Taylor (i.e., now with his descendants), to
purchase a 100% interest in the property for $400,000, of which $48,000 remains
to be paid. The amount of $5,000 per year is required to be paid to keep the
agreement in good standing. The original option agreement with Arley Taylor was
acquired through an agreement with S. Tan who assigned the agreement to us in
consideration of 15% royalty from production (15% of net operating profits after
payback of costs). We have continued to make option payments on the Eagle Creek
property based on the agreement, and as a result all of our mineral claims and
options are in good standing.

The Eagle Creek property is accessed by the Steese Highway, 10
miles north of Fairbanks, Alaska to Fox, Alaska, then traveling along the Elliot
highway 6 miles north to Murphy Dome Road, then west along Murphy Dome Road
about 5 miles to the property. The Number One Vein on this property was the lode
quartz gold structure that was historically mined commercially for antimony.

Annual assessment work will be carried out on the property to
keep the mining claims in good standing. Assessment work will be focused on the
northwest part of the claim block, where drilling and trenching has defined an
intrusive host rock, thought to be a sill, containing low grade gold, silver and
antimony mineralization. If funding permits, the Company will design a drilling
program to further investigate the gold and by-product mineral distribution of
the intrusive and the Number One Vein system.

No funding has been advocated for the 2009 work plan. Whereas
historic commercially viable mining took place on the Number One (or
"Scrafford") Vein, and whereas Silverado has successfully drilled and hit
significant widths of high-grade or massive stibnite (antimony sulfide) and
significant widths with good gold grades, it has nonetheless yet to complete a
definitive drilling program sufficient to indicate reserves, and therefore there
is no assurance that a commercially viable economic mineral deposit exists on
the property.

4. ESTER DOME PROPERTY

The Ester Dome property is comprised of 52 state mineral claims
  and 1 unpatented federal mineral claim. The claims are not all contiguous in
  that there are 5 separate blocks of claims. Silverado Gold Mines Inc. is the
  registered owner of all claims. The total area of all claims equals approximately
  2.5 square miles and all claims are valid. There has been no legal survey on
  the claims.

31

---

Access to the property is provided by the paved Ester Dome road
  and a well-maintained gravel road. The main line of the Alaska Railroad passes
  by the west perimeter of the property and a high capacity electrical line carrying
  power to the Fort Knox mill passes 300 feet below the Grant Mill on the property.

Reclamation work to complete the closure of the Grant Mill
Tailings Pond is in the permitting stages. The earthwork construction required
to close the tailings pond requires permits issued by the Alaska Department of
Environmental Conservation. The Company has commissioned a third party
environmental and engineering firm to assist with the permitting process. A cost
analysis of the tailings pond closure is under review by the Company and by a
third party environmental and geotechnical engineering firm. The pond is filled
to capacity, and will be capped and decommissioned after final approval of the
tailings pond closure plan is received from State of Alaska regulatory agencies.
There will be limited field work on the property during the summer of 2009.
Field work will consist of small scale surveys and minor geochemical studies.
Due to the current price of gold, the Company is considering whether to increase
exploration efforts on the property.

Furthermore with respect to other areas on this property,
several large scale projects have been proposed over the past ten years and
remain warranted, but for the time being are deferred due to internal decisions
that favor shifting financial and manpower resources to the Nolan Gold and
Antimony Project.

If additional exploration results in defining other
commercially viable mineral deposits, they are likely to be gold or antimony
lode deposits, or placer gold deposits Currently the Company is focusing on the
continued exploration and future development of the Nolan Gold and Antimony
Project in northern Alaska. There is no assurance that further exploration will
result in a final evaluation that a commercially viable mineral deposit exists
on Silverados mineral properties, excluding the Nolan Property.

LOW-RANK COAL WATER FUEL PROJECT

The Company commenced development of a low-rank coal-water fuel
business in 2000. The determination to enter into this business was based on a
decision to broaden our business beyond mineral exploration and production. This
aspect of this business is still in the start-up phase of operations and no
revenues have been achieved to date. The Company does not anticipate that
revenues from this technology will be achieved until commercialization of the
technology has been established.

The Company is currently having a $150,000 study conducted on
the chemical and physical characteristics of Mississippi Red Hills Lignite Coal
at the Mineral Industry Research Laboratory at the University of Alaska
(Fairbanks) and expects results by late 2009. Results of the tests as well as
capital availability and an increase in oil prices would all have to be present
and sufficient for the Company to proceed with further development of the LRCWF
project.

LIQUIDITY AND CAPITAL RESOURCES

The Companys cash inflow has been generated mainly from sales
of shares of the Companys common stock, gold sale proceeds earned during the
exploration stage, debentures and related party loans. The Companys continuing
operations as intended are dependent on managements ability to raise required
funding through future equity or debt financings , asset sales or a combination
thereof.

32

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As of May 31, 2009, the Company had a deficit working capital
of $1,461,000 as compared to a deficit working capital of $1,294,000 as of
November 30, 2008. The Companys total assets for such periods were $3,044,000
and the total current assets were $646,026, respectively. Current assets consist
of $36,217 in cash and gold inventory and $609,809 in prepaid and other
receivables. Included in prepaid and other receivables was non-cash prepaid
consulting fees of $565,624 paid in the Companys common stock. The Company had
cash and cash equivalents of $29,901 as of May 31, 2009 as compared to cash and
cash equivalents of $50,991 as of November 30, 2008. The majority of the
Companys assets are long-term or non-cash in nature and thus considered being
of lower liquidity. Included in current liabilities is $1,506,000 due to related
parties, which has been classified as financing activities in the Companys cash
flow statements. The Company has not yet generated revenues since recommencement
of the exploration stage from December 1, 2001.

During the six-month period ended May 31, 2009, the Company
raised $507,000 of net proceeds through completed private placements and
received $250,000 through uncompleted private placement subscriptions. The
Company also incurred an additional $430,000 of payables due to related parties,
namely the Tri-Con Group, which was disclosed as financing activities. During
the six months ended May 31, 2009, the Company received $222,509 as a result of
mining equipment disposals.

During the six-month period ended May 31, 2008, the Company
raised $3,782,000 of net proceeds through completed private placements. The
Company paid $1,164,000 of outstanding payables due to related parties, namely
the Tri-Con Group, which was disclosed as financing activities.

A summary of the Companys cash flows for the three and six
months ended May 31, 2009 and 2008 is as follows:

|                                                       |   | Three Months Ended |   |   | Six Months Ended |  
|------------------------------------------------------ | - | ------------------ | - | - | ---------------- | -
|                                                       |   | May 31, 2009       |   |   | May 31, 2008     |  
|                                                       |   | (Unaudited)        |   |   | (Unaudited)      |  
|Net cash used in operating activities                  | $ | (749,590           | ) | $ | (1,624,031       | )
|Net cash provided (used) in investing activities       |   | 122,998            |   |   | (22,620          | )
|Net cash provided (used) by financing
      activities |   | 641,348            |   |   | (1,413,671       | )

The Company has been reviewing its budget and financing
requirements for its current business needs and the commencement of further
exploration and early stage production at its Nolan Creek property in Alaska.
With the extensive work and operations that the Company already has in place in
Alaska, the review is considered a management review of the already established
budgets. The primary objective is to ensure that development costs are still
current and that the budgets are up to date.

With the review and agreement of these budgets, the Company
will continue the current process of seeking to arrange financing of those
operational budgets, exploration and near term production to meet the
requirements of the work program. The Company has also commenced discussions
with various finance groups for its senior financing requirements for the Nolan
Creek project.

Our plan of mining operations in Alaska anticipates that we
will expend $10,000,000 during the fiscal year 2009. In addition, we expect to
spend $100,000 on research and development for the Green Fuel project and
approximately $1,200,000 cash for the remaining six-month period on general and
administrative costs in the Companys Vancouver head office.

The Company expects to continue to be funded primarily from a
combination of equity and debt financing. The ability of the Company to complete
the exploration and development of its mineral properties and the research and
development of its LRCWF project is dependent on the Companys ability to obtain
the necessary financing

33

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from sales of its stock and debt financing. There is no
assurance that we will be able to raise the financing necessary to enable us to
implement our business plan.

RESULTS OF OPERATIONS  Three Months Ended May 31, 2009
and 2008

The Company has not yet generated revenues since recommencement
of the exploration stage from December 1, 2001. For the three months ended May
31, 2009, we reported a net loss of $2,671,000, or $0.002 per share, compared to
a net loss of $1,521,000, or $0.002 per share for the three months ended May 31,
2008. The major increases included in the net loss for the current quarter, as
compared to the same period in 2008, are increases of $820,000 of consulting
fees, $121,000 of management services, $174,000 of loss on disposal of mining
equipment and $960,000 non-cash commitment fees. Such increases are mainly due
to the increased consulting requirements related to the Companys restructure,
equity financing, development and expansion. Included in consulting fees for the
three months ended May 31, 2009 was $904,000 of non-cash consulting fees paid
through the Companys common stock issuance.

During the fiscal quarter ended May 31, 2009, the Company wrote
  off $264,000 of convertible debentures and accrued interest. For the three-month
  period ended May 31, 2009, the Companys exploration expenses decreased
  $151,000 and other general and administrative expenses decreased $520,000 as
  compared to the same period in 2008. The decreases are mainly due to cash limitations
  and the development of a restructuring plan that the Company is working on to
  fund its exploration and development activities.

RESULTS OF OPERATIONS  Six Months Ended May 31, 2009 and
2008

The Company has not yet generated revenues since recommencement
of the exploration stage from December 1, 2001 to May 31, 2009. For the six
months ended May 31, 2009, we reported a net loss of $4,252,000, or $0.004 per
share, compared to a net loss of $3,704,000, or $0.004 per share for the six
months ended May 31, 2008. The major increases included in the net loss for the
six-month period, as compared to the same period in 2008, are increases of
$1,154,000 for consulting fees, $145,000 for management services, $54,000 for
legal and other professional fees, $174,000 for loss on disposal of mining
equipment and $960,000 for non-cash commitment fees. Such increases are mainly
due to the increased consulting and legal requirements related to the Companys
efforts relating to restructuring, equity financing, development and expansion.
Included in consulting fees for the six months ended May 31, 2009 was $1,612,000
of non-cash consulting fees paid through issuances of the Companys common
stock.

During the six months ended May 31, 2009, the Company wrote off
$261,000 of convertible debentures and accrued interest. For the six-month
period ended May 31, 2009, the Companys exploration expenses decreased by
$711,000 and other general and administrative expenses decreased by $919,000 as
compared to the same period in 2008. The decreases are mainly due to cash
limitations and the development of a restructuring plan that the Company is
working on to fund its exploration and development activities. Currently the
Company is in a transitional phase between exploration and development at its
Nolan gold and antimony property. Our ability to complete the transition is
dependent, in large part, upon our completing additional equity or debt
financings.

RELATED PARTY TRANSACTIONS

The Company has had related party transactions with Tri-Con
Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. (collectively
the Tri-Con Group), all of which are controlled by a director and officer of
the Company. The Tri-Con Group are operations, exploration and development
contractors and have been employed by the Company under contract since 1972 to
carry out all of the Companys fieldwork and to provide field administrative and
management services. The details of the related party transactions can be found
in the Notes to the Companys interim consolidated financial statements for the
six-month period ended May 31, 2009.

34

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As of May 31, 2009 and 2008, Silverado owed $1,506,596 and
$50,542, respectively, to the Tri-Con Group for exploration and administration
services performed on behalf of Silverado. In light of the Companys capital
requirements, Tri-Con Group wrote off $600,000 of receivables from the Company
in June 2009.

The following is a summary of Tri-Con Group charges for the six
months ended May 31, 2009 and 2008:

|                                                                    |   | May 31, 2009 |  |   | May 31, 2008 | 
|------------------------------------------------------------------- | - | ------------ |  | - | ------------ | 
|                                                                    |   | (Unaudited)  |  |   | (Unaudited)  | 
|Mineral exploration and administration
      services               | $ | 669,179      |  | $ | 1,638,777    | 
|General administration and management services                      |   | 353,440      |  |   | 540,863      | 
|                                                                    | $ | 1,022,619    |  | $ | 2,179,640    | 
|                                                                    |   |              |  |   |              | 
|Amount of total charges in excess of
      Tri-Cons costs incurred | $ | 291,180      |  | $ | 529,592      | 
|Percentage of excess amount charged                                 |   | 28.5%        |  |   | 24.3%        | 

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues, or expenses,
results of operations, liquidity, capital expenditures, or capital resources and
would be considered material to investors.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies (the policies we believe are
most important to the presentation of our financial statements and require the
most difficult, subjective and complex judgments) are outlined in the Notes to
the Companys interim consolidated financial statements as of May 31, 2009.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

As a smaller reporting company, Silverado is not required to
provide the information required by this Item.

ITEM 4. 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 and our
internal control over financial reporting as of May 31, 2009. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and then-Chief Financial Officer, Garry L. Anselmo and our
current Chief Financial Officer, Donald Balletto. Based upon that evaluation, it
was concluded that our disclosure controls and procedures and our internal
control over financial reporting are effective to ensure, among other things,
that the information required to be disclosed by us in the reports that we file
or submit under the Exchange Act is accumulated, recorded, processed,
communicated, and reported within the time periods specified by the rules and
forms of the Securities and Exchange Commission.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, our principal executive
and principal financial officers, or persons performing similar functions, and
effected by our 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:

35

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|a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect our transactions and dispositions of
      assets;                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                          
|b) | 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 are being made only in accordance with
      authorizations of our management and directors; and
|   |                                                                                                                                                                                                                                                                                                                                          
|c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of our
      assets that could have a material effect on our financial
    statements.                                                                                                                       

During the six months ended May 31, 2009, there were no changes
that had a material effect on, or are reasonably likely to affect, our internal
control over financial reporting.

36

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal
proceedings, nor is the Companys property the subject of any material pending
legal proceedings. The Company also is not aware of any proceedings being
contemplated by a governmental authority.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

On May 28, 2009, the Company entered into Regulation D
Subscription Agreements pursuant to which it sold and issued an aggregate of
2,500,000 units under Rule 506 of Regulation D of the Act to three accredited
investors for the aggregate purchase price of US $25,000. Each such unit
consists of one share of the Companys restricted common stock and one warrant
exercisable for a period of one year for the purchase of one share of the
Companys restricted common stock at a per share exercise price of US $0.02.

The Company completed the foregoing transactions in reliance
upon the exemption from registration provided by Regulation D of the Act and the
rules thereunder insofar as: (i) each of the investors was accredited within the
meaning of Rule 501(a); (ii) the securities sold and issued were restricted by
the Company in accordance with Rule 502(d); (iii) there were no more than 35
non-accredited investors in all of the transactions completed by the Company
under Rule 506 within the six months preceding or following any of the
transactions disclosed herein; (iv) the Company satisfied the information
requirements set forth in Rule 502(b); and (v) none of the offers and sales were
effected through any general solicitation or general advertising within the
meaning of Rule 502(c).

No commissions were paid by the Company in connection with the
foregoing transactions. The Company used the proceeds from the foregoing
transactions to fund its ongoing working capital requirements.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is not currently in material default of
indebtedness that exceeds 5% of the total assets of the Company and its
consolidated subsidiaries.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted by the Company to a vote of security
holders during the period covered by this Report.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

|Number | Description of Exhibit                                         
|------ | ---------------------------------------------------------------
|       |                                                                
|3.1    | Articles of Incorporation of
      the Company (1)             
|3.2    | Amendment to Articles of Incorporation of the
      Company (2)

37

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|3.3    | Altered Memorandum
        of the Company (3)                                                                                                                                                       
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.4    | Amendment to Articles of Incorporation
        of the Company (7)                                                                                                                                   
|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   | Amendment to Change of Control
        Agreement between the Company and Garry L. Anselmo (6)                                                                                                       
|10.6   | Operating Agreement
        between the Company and Tri-Con Mining Ltd. Dated January 1, 1997 (5)                                                                                                   
|10.7   | Operating Agreement between the
        Company and Tri-Con Mining Inc. dated January 1, 1997 (6)                                                                                                   
|10.8   | Operating Agreement
        between the Company and Tri-Con Mining Alaska Inc. dated January 1, 1997
        (6)                                                                                    
|10.9   | Form of Warrant Exercise Agreement
        between the Company and certain of the selling security holders (8)                                                                                      
|10.10  | Form of Delay
        Agreement between the Company and certain of the Selling Shareholders
        (8)                                                                                             
|10.11  | 2006 Stock Option Plan (10)                                                                                                                                                                         
|10.12  | 2006-II Stock
        Option Plan (11)                                                                                                                                                              
|10.13  | 2007 Stock Option Plan (12)                                                                                                                                                                         
|10.14  | Shared Well Agreement
        between the Company and Sukakpak, Inc., dated May 17, 2007 (14)                                                                                                       
|10.15  | 2007-1 Equity Compensation Plan
        (13)                                                                                                                                                        
|10.16  | Lease Agreement
        between the Company and TA Properties (Canada) Ltd., dated March 30, 2007
        (15)                                                                                      
|10.17  | Indemnity Agreements between
        the Company and Garry L. Anselmo, Stuart C. McCulloch, and James F. Dixon,
        each dated October 27, 2008 (16)                                            
|10.18  | 2009 Equity Compensation
        Plan (17)                                                                                                                                                          
|10.19  | 2009-II Equity Compensation Plan
        (18)                                                                                                                                                       
|10.20  | Equity Line of
        Credit Agreement between the Company and Ashborne Finance Ltd.(19)                                                                                                           
|14.1   | Code of Ethics (9)                                                                                                                                                                                  
|31.1 * | Certification
        of Principal Executive Officer pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002                                                                             
|31.2 * | Certification
        of Principal Financial Officer pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002                                                                             
|32.1 * | Certification
        of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                               
|32.2 * | Certification
        of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                               

|(1)  | Filed as an exhibit to the Companys Registration
      Statement on Form 10 filed initially on May 11, 1984, as
amended.
|---- | -------------------------------------------------------------------------------------------------------------------------
|(2)  | Filed as an exhibit to the Companys Quarterly Report on
      Form 10-Q filed on July 15, 1997.                         
|(3)  | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on September 11, 2002.                       
|(4)  | Filed as an exhibit to the Companys Annual Report on
      Form 10-K for the fiscal year ended November 30, 1995.       
|(5)  | Filed as an exhibit to the Companys Annual Report on
      Form 10-K for the fiscal year ended November 30, 1996.       
|(6)  | Filed as an exhibit to the Companys Annual Report on
      Form 10-KSB for the fiscal year ended November 30, 2002.     
|(7)  | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on June 13, 2003.                            
|(8)  | Filed as an exhibit to the Companys Registration
      Statement on Form SB-2 filed on May 19, 2004.                    
|(9)  | Filed as an exhibit to the Companys Quarterly Report on
      Form 10-QSB filed on July 15, 2004.                       
|(10) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on April 11, 2006.                   
|(11) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on March 31, 2006.                   
|(12) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on February 20, 2007.                
|(13) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on September 7, 2007.                
|(14) | Filed as an exhibit to the Companys Annual Report on
      Form 10-KSB for the fiscal year ended November 30, 2007.     
|(15) | Filed as an exhibit to the Companys Quarterly Report on
      Form 10-QSB filed on July 15, 2008.                       
|(16) | Filed as exhibits to the Companys Current Report on Form
      8-K filed on October 29, 2008.                           
|(17) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on January 29, 2009.                 
|(18) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on June 1, 2009.                     
|(19) | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on May 12, 2009.                             

* Filed herewith.

38

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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 15, 2009** | */s/ Garry L. Anselmo*                       
|                        | Garry L. Anselmo                             
|                        | President, Chief Executive Officer (Principal
|                        | Executive Officer)                           
|                        |                                              
|                        |                                              
|**DATE: July 15, 2009** | */s/ Donald Balletto*                        
|                        | Donald Balletto                              
|                        | Chief Financial Officer                      
|                        | (Principal Financial Officer)                

39

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