---

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

FORM 10-QSB

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

For the quarterly period endedMay 31, 2005

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

Commission File Number 0-12132

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

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

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

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

State the number of shares outstanding of each of the issuer’s
  classes of common stock, as of the latest
  practicable date: 296,017,505 common shares, no par value outstanding as
  of July 13, 2005.

---

ITEM 1.               FINANCIAL
  STATEMENTS

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

|                                                      |   | 2005        |   |   | 2004        |  
|----------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                      |   | (Unaudited) |   |   |             |  
|                                                      |   |             |   |   |             |  
|ASSETS                                                |  
|                                                      |   |             |   |   |             |  
|Current                                               |   |             |   |   |             |  
|Cash and cash equivalents                             | $ | 75,358      |   | $ | 12,828      |  
|Gold inventory                                        |   | 26,392      |   |   | 48,819      |  
|Amounts receivable                                    |   | 9,932       |   |   | 8,162       |  
|Prepaid expense                                       |   | -           |   |   | 122,000     |  
|Exploration and development
      advances            |   | 457,421     |   |   | 532,131     |  
|                                                      |   |             |   |   |             |  
|                                                      |   | 569,103     |   |   | 723,940     |  
|Property, plant and equipment                         |   | 1,389,882   |   |   | 1,640,791   |  
|                                                      |   |             |   |   |             |  
|                                                      | $ | 1,958,985   |   | $ | 2,364,731   |  
|                                                      |   |             |   |   |             |  
|LIABILITIES                                           |  
|                                                      |   |             |   |   |             |  
|Current                                               |   |             |   |   |             |  
|Accounts payable and
      accrued liabilities        | $ | 470,700     |   | $ | 365,297     |  
|Mineral claims royalty
      payable                  |   | 320,000     |   |   | 320,000     |  
|Convertible debentures,
      current portion         |   | 176,652     |   |   | 176,652     |  
|Capital lease obligation,
      current portion       |   | 364,214     |   |   | 510,014     |  
|                                                      |   |             |   |   |             |  
|                                                      |   | 1,331,566   |   |   | 1,371,963   |  
|Asset retirement obligation                           |   | 526,609     |   |   | 489,300     |  
|Capital lease obligations                             |   | 434,386     |   |   | 407,468     |  
|                                                      |   |             |   |   |             |  
|                                                      |   | 2,292,561   |   |   | 2,268,731   |  
|                                                      |   |             |   |   |             |  
|SHAREHOLDERS’ EQUITY (DEFICIT)                        |  
|                                                      |   |             |   |   |             |  
|Capital stock                                         |   |             |   |   |             |  
|Authorized: unlimited common shares with no par value |   |             |   |   |             |  
|Issued and outstanding:                               |   |             |   |   |             |  
|269,904,348 common
      shares (2004: 224,449,587)   |   | 69,760,285  |   |   | 68,253,942  |  
|Additional paid-in capital                            |   | 466,314     |   |   | 466,314     |  
|Shares to be issued                                   |   | 75,000      |   |   | 70,000      |  
|Accumulated deficit during exploration                |   | (70,635,175 | ) |   | (68,694,256 | )
|                                                      |   |             |   |   |             |  
|                                                      |   | (333,576    | ) |   | 96,000      |  
|                                                      |   |             |   |   |             |  
|                                                      | $ | 1,958,985   |   | $ | 2,364,731   |  

See accompanying notes to financial statements

F-1

---

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

|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   | Period Since     |  
|------------------------------------------------- | - | ------------------------- | - | - | ----------------------- | - | - | -------------------- | - | - | ----------- | - | - | ---------------- | -
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   | Recommencement   |  
|                                                  |   | Three months ended May 31 |   |   | Six months ended May 31 |   |   | Of Exploration Stage |  
|                                                  |   | 2005                      |   |   | 2004                    |   |   | 2005                 |   |   | 2004        |   |   | December 1, 2001 |  
|                                                  |   | (Unaudited)               |   |   | (Unaudited)             |   |   | (Unaudited)          |   |   | (Unaudited) |   |   | to May 31, 2005  |  
|                                                  |   |                           |   |   | (Restated)              |   |   |                      |   |   | (Restated)  |   |   | (Restated)       |  
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|General and Administrative Expenses               |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|Accounting and audit                              | $ | 29,700                    |   | $ | 23,984                  |   | $ | 52,300               |   | $ | 34,230      |   | $ | 154,020          |  
|Advertising and promotion                         |   | 39,912                    |   |   | 66,980                  |   |   | 137,038              |   |   | 127,395     |   |   | 1,399,308        |  
|Consulting fees                                   |   | 58,624                    |   |   | 127,496                 |   |   | 324,161              |   |   | 498,725     |   |   | 4,345,119        |  
|Depreciation, accretion
      and impairment      |   | 45,784                    |   |   | 58,613                  |   |   | 103,834              |   |   | 131,958     |   |   | 1,532,156        |  
|Exploration expenses                              |   | 143,345                   |   |   | 274,318                 |   |   | 299,597              |   |   | 1,063,362   |   |   | 8,180,761        |  
|Financing activities                              |   | -                         |   |   | -                       |   |   | 252,003              |   |   | -           |   |   | 252,003          |  
|Interest on convertible
      debentures          |   | 3,716                     |   |   | 3,677                   |   |   | 6,516                |   |   | 8,444       |   |   | 666,890          |  
|Interest on capital
      lease obligations       |   | 21,184                    |   |   | 19,323                  |   |   | 26,918               |   |   | 32,779      |   |   | 228,080          |  
|Legal                                             |   | 38,236                    |   |   | 23,922                  |   |   | 58,321               |   |   | 40,255      |   |   | 264,895          |  
|Management services                               |   | 137,268                   |   |   | 150,116                 |   |   | 288,611              |   |   | 324,375     |   |   | 1,025,989        |  
|Office                                            |   | 122,547                   |   |   | 114,021                 |   |   | 228,259              |   |   | 232,203     |   |   | 1,515,477        |  
|Other interest and
      bank charges             |   | 1,134                     |   |   | 1,461                   |   |   | 3,032                |   |   | 3,748       |   |   | 23,363           |  
|Reporting and investor
      relations            |   | 5,498                     |   |   | 6,347                   |   |   | 16,323               |   |   | 7,843       |   |   | 68,709           |  
|Research                                          |   | 43,531                    |   |   | 27,000                  |   |   | 64,899               |   |   | 27,000      |   |   | 550,285          |  
|Transfer agent fees
      and mailing             |   | 10,013                    |   |   | 15,994                  |   |   | 12,264               |   |   | 22,811      |   |   | 80,488           |  
|Write-off of mineral
      claim expenditures     |   | -                         |   |   | -                       |   |   | -                    |   |   | -           |   |   | 1,159,529        |  
|Write-down of property,
      plant and equipment |   | -                         |   |   | -                       |   |   | -                    |   |   | -           |   |   | 285,875          |  
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|Total General and Administrative Expenses         |   | (700,492                  | ) |   | (913,252                | ) |   | (1,874,076           | ) |   | (2,555,128  | ) |   | (21,732,947      | )
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|Other Income (Expense)                            |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|Interest and other income                         |   | 508                       |   |   | 1,309                   |   |   | 764                  |   |   | 2,039       |   |   | 91,259           |  
|Gain (loss) on foreign
      exchange             |   | (20,148                   | ) |   | (27,107                 | ) |   | (67,607              | ) |   | (48,113     | ) |   | 64,682           |  
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|Total Other Income (Expense)                      |   | (19,640                   | ) |   | (25,798                 | ) |   | (66,843              | ) |   | (46,074     | ) |   | 155,941          |  
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|Loss and comprehensive loss for the period        | $ | (720,132                  | ) | $ | (939,050                | ) | $ | (1,940,919           | ) | $ | (2,601,202  | ) | $ | (21,577,006      | )
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|Net loss per share                                | $ | (0.01                     | ) | $ | (0.01                   | ) | $ | (0.01                | ) | $ | (0.02       | ) |   |                  |  
|                                                  |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|Basic and diluted weighted average number of      |   |                           |   |   |                         |   |   |                      |   |   |             |   |   |                  |  
|common shares outstanding                         |   | 268,630,739               |   |   | 178,121,438             |   |   | 246,662,210          |   |   | 170,655,392 |   |   |                  |  

See accompanying notes to financial statements

F-2

---

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

|                                                             |   |                         |   |   |                      |   |   | Period Since     |  
|------------------------------------------------------------ | - | ----------------------- | - | - | -------------------- | - | - | ---------------- | -
|                                                             |   |                         |   |   |                      |   |   | Recommencement   |  
|                                                             |   | Six Months Ended May 31 |   |   | Of Exploration Stage |  
|                                                             |   | 2005                    |   |   | 2004                 |   |   | December 1, 2001 |  
|                                                             |   | (Unaudited)             |   |   | (Unaudited)          |   |   | to May 31, 2005  |  
|                                                             |   |                         |   |   | (Restated)           |   |   | (Restated)       |  
|Cash Flows used in Operating Activities                      |   |                         |   |   |                      |   |   |                  |  
|Net loss for the period                                      | $ | (1,940,919              | ) | $ | (2,601,202           | ) | $ | (21,730,232      | )
|Adjustments to reconcile loss to
      net cash provided     |   |                         |   |   |                      |   |   |                  |  
|by (used
      in) operating activities:                     |   |                         |   |   |                      |   |   |                  |  
|Cumulative
      effect of accounting change                 |   | -                       |   |   | -                    |   |   | 153,226          |  
|Depreciation, accretion and impairment                       |   | 141,143                 |   |   | 131,958              |   |   | 1,569,465        |  
|Stock based compensation                                     |   | -                       |   |   | -                    |   |   | 2,252,950        |  
|Stock
      issued for debenture                             |   | -                       |   |   | -                    |   |   | 217,687          |  
|Non-cash consulting expense                                  |   | 284,900                 |   |   | 353,530              |   |   | 862,040          |  
|Non-cash
      financing expense                             |   | 252,000                 |   |   | -                    |   |   | 252,000          |  
|Interest accrued                                             |   | -                       |   |   | 16,276               |   |   | 486,370          |  
|Write-off of mineral claim expenditures                      |   | -                       |   |   | -                    |   |   | 1,159,529        |  
|Write-down of property, plant and equipment                  |   | -                       |   |   | -                    |   |   | 285,876          |  
|Changes
      in non-cash operating working capital:         |   |                         |   |   |                      |   |   |                  |  
|Amounts receivable                                           |   | (1,770                  | ) |   | 11,897               |   |   | (7,056           | )
|Gold inventory                                               |   | 22,427                  |   |   | (90,463              | ) |   | (15,252          | )
|Prepaid
      expense                                        |   | 122,000                 |   |   | -                    |   |   | -                |  
|Exploration and development advances                         |   | 74,710                  |   |   | (33,481              | ) |   | (457,421         | )
|Share subscriptions issued                                   |   | 5,000                   |   |   | -                    |   |   | 190,000          |  
|Accounts payable and accrued liabilities                     |   | 105,403                 |   |   | 34,183               |   |   | (125,694         | )
|Increase
      in mineral claims royalty payable             |   | -                       |   |   | -                    |   |   | 3,500            |  
|                                                             |   |                         |   |   |                      |   |   |                  |  
|Net cash used in Operating Activities                        |   | (935,106                | ) |   | (2,177,302           | ) |   | (14,903,013      | )
|                                                             |   |                         |   |   |                      |   |   |                  |  
|Cash Flows used in Investing Activities                      |   |                         |   |   |                      |   |   |                  |  
|Purchase of property, plant and
      equipment              |   | (480                    | ) |   | (1,615               | ) |   | (1,327,873       | )
|Disposal of property, plant and
      equipment              |   | 148,000                 |   |   | -                    |   |   | 251,052          |  
|                                                             |   |                         |   |   |                      |   |   |                  |  
|Net cash provided (used) from Investing Activities           |   | 147,520                 |   |   | (1,615               | ) |   | (1,076,821       | )
|                                                             |   |                         |   |   |                      |   |   |                  |  
|Cash Flows from Financing Activities                         |   |                         |   |   |                      |   |   |                  |  
|Common stock issued for cash (net
      of share issue cost) |   | 968,998                 |   |   | 2,278,333            |   |   | 16,840,462       |  
|Repayment of convertible debentures                          |   | -                       |   |   | -                    |   |   | (38,347          | )
|Repayment of loans payable                                   |   | -                       |   |   | -                    |   |   | (35,729          | )
|Repayment of capital lease obligations                       |   | (118,882                | ) |   | (142,221             | ) |   | (410,192         | )
|Due to related party                                         |   | -                       |   |   | -                    |   |   | (318,095         | )
|                                                             |   |                         |   |   |                      |   |   |                  |  
|Net cash provided from Financing Activities                  |   | 850,116                 |   |   | 2,136,112            |   |   | 16,038,099       |  
|                                                             |   |                         |   |   |                      |   |   |                  |  
|Increase (decrease) in cash and cash equivalents             |   | 62,531                  |   |   | (42,805              | ) |   | 58,265           |  
|                                                             |   |                         |   |   |                      |   |   |                  |  
|Cash and cash equivalents, beginning of period               |   | 12,828                  |   |   | 397,290              |   |   | 17,093           |  
|                                                             |   |                         |   |   |                      |   |   |                  |  
|Cash at end of the period                                    | $ | 75,358                  |   | $ | 354,485              |   | $ | 75,358           |  

See accompanying notes to financial statements

F-3

---

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

Six months ended May 31, 2005 and May 31, 2004

|1. | Basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The unaudited consolidated financial statements
        include the accounts of Silverado Gold Mines Ltd. and its wholly-owned
        subsidiary Silverado Green Fuel Inc. These statements have been prepared
        in accordance with United States generally accepted accounting principles
        for interim financial information. These financial statements also comply,
        in all material respects, with generally accepted accounting principles
        in the United States.                                                                                                                                                                                                                                                                                
|  
|   | The accompanying unaudited consolidated financial
        statements do not include all information and footnote disclosures required
        under United States generally accepted accounting principles. In our opinion,
        all adjustments (consisting solely of normal recurring accruals) considered
        necessary for a fair presentation of the financial position, results of
        operations and cash flows as at May 31, 2005, and for all periods presented,
        have been included. Readers of these financial statements should note
        that interim results for the six month periods ended May 31, 2005, and
        May 31, 2004, are not necessarily indicative of the results that may be
        expected for the fiscal year as a whole.
|  
|   | These financial statements should be read in conjunction
        with the consolidated financial statements and notes thereto included
        in our annual report on Form 10-KSB for the fiscal year ended November
        30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|2. | Continuing operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | At May 31, 2005, we had a working capital deficiency
        of $762,463, up from a working capital deficiency of $648,023
        at November 30, 2004, primarily as a result of decreased funding from
        issuances of common stock and an increase of our debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | These financial statements have been prepared on
        a going concern basis, which assumes the realization of assets and settlement
        of liabilities in the normal course of business. The application of the
        going concern concept and the recovery of amounts recorded as mineral
        properties and buildings, plant and equipment is dependent on our ability
        to obtain additional financing to fund our operations and our acquisition
        and exploration activities, the discovery of economically recoverable
        ore on our properties, and the attainment of profitable operations.                                                                                                                                                
|  
|   | We plan to continue to raise capital through private
        placements and warrant issues. We are exploring other business opportunities
        including the development of Low-Rank Coal-Water Fuel as a replacement
        fuel for oil fired industrial boilers and utility generators.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-4

---

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

Six months ended May 31, 2005 and May 31, 2004

|3. | Related party transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We have had related party transactions
        with Tri-Con Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska 
        Inc. (collectively the “Tri-Con Mining Group”), all of which
        are controlled by a director of ours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Tri-Con Mining Group are operations
        and exploration contractors, and have been employed by us under 
        contract since 1972 to carry out all of our fieldwork and to provide administrative
        and management services.  Under our current contract dated January,
        1997 work is charged at cost plus 25% for exploration and cost  plus
        15% for development and mining. Cost includes out of pocket or actual
        cost plus 15% charge for office  overhead including stand by and
        contingencies. There is no mark up on capital purchases. The Tri-Con 
        Group does not charge the Company for the services of its directors who
        are also directors of the Company.  At May 31, 2005, we had prepaid
        $457,421 to the Tri-Con Mining Group for exploration and administration 
        services to be performed during the current fiscal year on behalf of us.
        The Tri-Con Mining Group’s services  for the current fiscal
        year are focusing mainly on the our Low-Rank Coal-Water Fuel program as
        well as  corporate planning and preparation for year round production
        on our Nolan property, and administration  services at both our field
        and corporate offices.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The aggregate amounts paid to the Tri-Con
        Group each period by category, including amounts relating to  the
        Grant Mine Project and Nolan properties, for disbursements and for services
        rendered by the Tri-Con  Group personnel working on our projects,
        and including interest charged on outstanding balance at the Tri- Con
        Group's borrowing costs are shown below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                                                   |   | May 31, |  |   | May 31,   | 
| | ----------------------------------------------------------------- | - | ------- |  | - | --------- | 
| |                                                                   |   | 2005    |  |   | 2004      | 
| |                                                                   |   |         |  |   |           | 
| | Exploration services                                              | $ | 254,773 |  | $ | 878,886   | 
| | Administrative and management services                            |   | 365,521 |  |   | 328,282   | 
| | Research                                                          |   | 64,899  |  |   | 27,000    | 
| |                                                                   | $ | 685,193 |  | $ | 1,234,168 | 
| |                                                                   |   |         |  |   |           | 
| | Amount of total charges in excess of Tri-Con costs
      incurred | $ | 66,572  |  | $ | 186,520   | 
| |                                                                   |   |         |  |   |           | 
| | Excess amount charged as a percentage of actual
      costs       |   |         |  |   |           | 
| | incurred                                                          |   | 9.7%    |  |   | 15.1%     | 

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

F-5

---

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

Six months ended May 31, 2005 and May 31, 2004

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

| |                                          |   | May 31, |   |   | May 31,  |  
| | ---------------------------------------- | - | ------- | - | - | -------- | -
| |                                          |   | 2005    |   |   | 2004     |  
| |                                          |   |         |   |   |          |  
| | Sale of fixed assets under capital lease | $ | 95,000  |   | $ | 100,000  |  
| | Issuance of shares for:                  |   |         |   |   |          |  
| | Debentures                               |   | -       |   |   | 173,738  |  
| | Interest on debentures                   |   | -       |   |   | 5,381    |  
| | Financing activities                     |   | 252,000 |   |   | -        |  
| | Consulting services                      |   | 284,900 |   |   | 291,640  |  
| | Capital lease obligation                 |   | (95,000 | ) |   | (100,000 | )

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

F-6

---

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

Six months ended May 31, 2005 and May 31, 2004

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

|                             |   | 2005    |   |   | 2004      |  
|---------------------------- | - | ------- | - | - | --------- | -
|                             |   |         |   |   |           |  
|November 30, 2004            | $ | -       |   | $ | 269,253   |  
|November 30, 2005            |   | 391,556 |   |   | 586,206   |  
|November 30, 2006            |   | 492,472 |   |   | 213,610   |  
|                             |   |         |   |   |           |  
|Total minimum lease payments |   | 884,028 |   |   | 1,069,069 |  
|Less: interest               |   | (85,428 | ) |   | (75,713   | )
|                             |   |         |   |   |           |  
|                             |   | 798,600 |   |   | 993,356   |  
|Less: current portion        |   | 364,214 |   |   | (504,124  | )
|                             |   |         |   |   |           |  
|Long-term portion            | $ | 434,386 |   | $ | 489,232   |  

F-7

---

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

Six months ended May 31, 2005 and May 31, 2004

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

| |                                                                        |   | May 31,    |   | 
| | ---------------------------------------------------------------------- | - | ---------- | - | 
| |                                                                        |   | 2004       |   | 
| | Loss and comprehensive loss for the period, as previously
      stated | $ | (1,709,234 | ) | 
| | Exploration expenses                                                   |   | (891,968   | ) | 
| | Loss and comprehensive loss for the period, as restated                | $ | (2,601,202 | ) | 
| | Net loss per share, as previously stated                               | $ | (0.01      | ) | 
| | Exploration costs written off                                          |   | (0.01      | ) | 
| | Net loss per share, as restated                                        | $ | (0.02      | ) | 

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

F-8

---

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

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

We are engaged in the acquisition and exploration of mineral
  properties in the State of Alaska. Our primary focus is the exploration of our
  Nolan Gold Project, located 175 miles north of Fairbanks, Alaska. Our plan of
  operations is to continue with exploration activities at the Nolan Gold Project.
  These plans include exploration for both placer gold deposits and lode gold
  deposits at the Nolan Gold Project. Our exploration activities include lode
  drilling and trenching, geochemical and geophysical surveys, placer drilling,
  and bulk placer test mining work that we carry out as part of our exploration
  programs.

We are also seeking financing to enable us to proceed with
  the retrofitting and operation of our Grant Mill Facility as a demonstration
  facility to establish the combustion characteristics and marketability of low-rank
  coal-water fuel to be used as a replacement fuel in oil fired boilers and utility
  generators. There is no assurance that we will be able to obtain any financing
  for this project.

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

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

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

2

---

PLAN OF OPERATIONS

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

The Nolan Gold Project

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

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

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

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

Low-Rank Coal-Water Fuel Project

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

3

---

RESULTS OF OPERATIONS

Six months ended May 31, 2005 compared to the six months
  ended May 31, 2004.

Revenues

We did not earn revenues during the six months ended May 31,
  2005 or May 31, 2004 as we did not reach commercial production of gold from
  the Nolan Gold Project during either of these periods. Under our accounting
  policies, any sales of gold recovered as a result of our exploration activities
  that may be realized will be treated as sales received incidental to exploration
  activities on the Nolan Gold Project until such time as we have reached commercial
  levels of gold production from the Nolan Gold Project.

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

Expenses

Our expenses decreased to $1,874,076 for the six months
  ended May 31, 2005 compared to $2,555,128 for the six months ended May 31,
  2004, representing a decrease of $681,052 or 27%. Our expenses decreased
  to $700,492 for the three months ended May 31, 2005 compared to $913,252
  for the three months ended May 31, 2004 representing a decrease of $212,760
  or 23%. The decrease in expenses were primarily attributable to reductions in
  exploration expenses during the six months ended May 31, 2005 as a result of
  our having less funds with which to pursue exploration. Expenses associated
  with consulting fees and management services also declined as a result of our
  decreased activity. Decreases on these expenditures were in-part off-set by
  increases in accounting and audit, legal, financing, advertising and promotion
  and research expenses.

Our decreased exploration activity on our mineral properties
  resulted in a reduction of our general exploration expenses to $299,597
  for the six months ended May 31, 2005 compared to $1,063,362 for the six
  months ended May 31, 2004. General exploration expenses decreased to $143,345
  for the three months ended May 31, 2005 compared to $274,318 for the three
  months ended May 31, 2004. The decrease in exploration expenses during the six
  months of our current fiscal year was attributable to decreased exploration
  activities at the Nolan Gold Project compared to 2004 when activities were directed
  to gold recovery operations at the Nolan Deep Channel. These exploration activities
  included drilling and exploration activities on the Nolan Deep Channel, Mary’s
  Bench, and Treasure Chest areas. We anticipate that our exploration expenses
  will increase as we proceed with our planned drilling and exploration activities
  on the Nolan Gold properties, subject to our achieving the necessary financing.
  During the six months ended May 31, 2005 we sold 45 troy ounces of gold for
  proceeds of $19,263 which have been directly applied as a reduction to exploration
  costs in accordance with our accounting policies.

Research activities attributable to the low-rank coal-water
  fuel technology increased to $64,899 for the six months ended May 31, 2005
  compared to $27,000 for the six months ended May 31, 2004. These expenses
  increased to $43,531 for the three months ended May 31, 2005 from $27,000
  for the three months ended May 31, 2004. Our research activities are primarily
  in connection with the submission of our application for a grant to the Department
  of Energy and include the compensation of Dr. Warrack Willson.

Office expenses decreased to $228,259 for the six months
  ended May 31, 2005 compared to $232,203 for the six months ended May 31,
  2004, representing a decrease of $3,944 or 2%. Office expenses increased
  to $122,547 for the three months ended May 31, 2005 compared to $114,021
  for the three months ended May 31, 2004, representing an increase of $8,526
  or 8%. The overall decrease during the six months of our current fiscal year
  reflect a decrease in our general office operating costs and activity in our
  offices in Fairbanks, Alaska due to the reduced exploration activities during
  the first half of our current fiscal year.

4

---

Management services expenses decreased to $288,611 for
  the six months ended May 31, 2005 compared to $324,375 for the six months
  ended May 31, 2004, representing a decrease of $35,674 or 11%. Management
  services expenses decreased to $137,268 for the three months ended May 31,
  2005 compared to $150,116 for the three months ended May 31, 2004. Consulting
  fees decreased to $324,161 for the six months ended May 31, 2005 compared
  to $498,725 for the six months ended May 31, 2004, representing a decrease
  of $174,564 or 35%. These fees decreased to $58,624 for the three months
  ended May 31, 2005 compared to $127,496 for the three months ended May 31,
  2004. Consulting fees are attributable to stock based compensation paid to our
  consultants during the year. Compensation was recorded based on the quoted market
  price of our shares as of the date of issue. Decreases in management services
  and consulting expenses reflected our decreased activity in the first six months
  of 2005 compared to the first six months of 2004.

Loss

Our loss and comprehensive loss decreased to $1,940,919
  for the six months ended May 31, 2005 compared to $2,601,202 for the six
  months ended May 31, 2004 representing a decrease of $660,283 or 25%. Our
  loss and comprehensive loss decreased to $720,132 for the three months ended
  May 31, 2005 compared to $939,050 for the three months ended May 31, 2004.
  These decreases in our loss were primarily attributable to reduced exploration
  and consulting expenses during the six months ended May 31, 2005. We anticipate
  that we will continue to incur a loss until such time as we can achieve commercial
  production from the Nolan Gold Project, of which there is no assurance.

LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

We had cash and cash equivalents of $75,358 as of May
  31, 2005, compared to cash of $12,828 as of November 30, 2004. We had a
  working capital deficiency of $762,463 as of May 31, 2005, compared to a
  working capital deficiency of $648,023 as of November 30, 2004. The increase
  in our working capital deficiency was primarily the result of fewer financings
  and continued expenses during the six months ended May 31, 2005.

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

Cash Used in Operating Activities

Cash used in operating activities decreased to $935,106
  for the six months ended May 31, 2005, compared to $2,177,302 for the six
  months ended May 31, 2004, predominantly as a result of our reduced exploration
  activity. We funded the cash used in operating activities primarily through
  equity sales of our common shares.

Investing Activities

Cash provided by investing activities increased to $147,520
  during the six months ended May 31, 2005 compared to cash used in investing
  activities of $1,615 during the six months ended May 31, 2004, representing
  an increase of $149,135. The increase was due to sale of mining equipment.

5

---

Financing Activities

Cash provided by financing activities decreased to $850,116
  for the six months ended May 31, 2005, compared to $2,136,112 for the six
  months ended May 31, 2004. Cash provided by financing activities was primarily
  attributable to share issuances. Cash provided by financing activities was used
  to fund our operating and investing activities. Equity financings were completed
  with private purchasers at prices that were reflective of the market price of
  our common shares as of the date of the financing.

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

Capital Leases

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

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

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

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

As at May 31, 2005, the total amount outstanding under the
  revised lease purchase agreements was $884,028, including interest of $85,428.
  We are required to maintain the equipment in good working order and are also
  required to maintain adequate insurance on the equipment. We are required to
  complete future lease payments of $391,556 during the 2005 fiscal year and
  $492,472 during the 2006 fiscal year.

Tri-Con Group

We had pre-paid $457,421 to the Tri-Con Group as of May
  31, 2005 in connection with planned exploration activities to be carried out
  on the Nolan Gold Project during fiscal 2005. These activities will be carried
  out by the Tri-Con Group on behalf of us in accordance with our operating agreements
  with the Tri-Con Group. See Item – 12 Certain Relationships and Related
  Transactions of our Annual Report on Form 10-KSB for the year ended November
  30, 2004 further disclosure regarding our operating agreements with the Tri-Con
  Group.

6

---

Debt

The amount of our convertible debt outstanding was $176,652
  as of May 31, 2005. All of this amount is current. Included in this amount is
  a convertible debenture in the amount of $140,000 which is in default and
  has accrued interest of $84,418. It is unclear as to whether this amount
  will ever be converted into common shares. There is no agreement to exchange
  this amount of remaining original convertible debentures into replacement debentures.

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

Mineral Properties

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

Low-Rank Coal-Water Fuel Business

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

Future Financings

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

Restatement

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

Going Concern

Our financial statements have been prepared on a going concern
  basis, which assumes the realization of assets and settlement of liabilities
  in the normal course of business. Our ability to continue as a going concern
  is dependent upon our ability to generate profitable operations in the future
  and/ or to obtain the necessary

7

---

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

We plan to continue raising capital through private placements
  and warrant issues, although there is no assurance that any additional private
  placement financings will be achieved. In addition, we are exploring other business
  opportunities including the development of low-rank coal-water fuel as replacement
  fuel for oil fired industrial boilers and utility generators.

CRITICAL ACCOUNTING POLICIES

Exploration Stage Company

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

Mineral claim payments and exploration costs

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

Asset retirement obligation

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

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

8

---

Stock Based Compensation

Effective November 1, 2002, we adopted the fair value recognition
  provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.
  Under the modified prospective method of adoption selected by us under the provisions
  of FASB Statement No. 148, Accounting for Stock-Based Compensation – Transition
  and Disclosure, compensation cost recognized in 2003 is the same as that which
  would have been recognized had the recognition provisions of Statement 123 been
  applied from its original effective date. Results for prior years have not been
  restated. The value of shares issued to non-employees for services is based
  on the quoted market price of our shares as of the date of issue.

RISK FACTORS

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

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

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

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

We had a working capital deficiency of $762,463 as of
  May 31, 2005. We did not report revenues in our last three fiscal years ended
  November 30, 2004, 2003 or 2002 or in the six months ended May 31, 2005. Our
  plan of operations calls for substantial expenditures of $1,960,000 to be
  incurred by us over the next twelve months in order to continue exploration
  activities at the Nolan Gold Project. While we will apply proceeds from gold
  sales generated from our test mining activities to cover our exploration expenditures,
  we anticipate that proceeds from gold sales over the next twelve months will
  not exceed our projected expenditures during this period with the result that
  we will require substantial financing in order for us to pursue our plan of
  operations. If we do not achieve the necessary financing, then we will not be
  able to proceed with our planned exploration activities, including our planned
  test mining activities, and our financial condition, business prospects and
  results of operations will be materially adversely affected.

As we have not established that there are any commercially
  viable mineral deposits on our Nolan property and we have not established commercially
  viable operations on the Nolan Gold Project, there is no assurance that any
  amounts we recover from test mining activities on the Nolan Gold Project will
  be exceed the costs of recovering this gold.

Our activities at the Nolan Gold Project are in the exploration
  stage. While we have undertaken test mining activities at the Nolan Gold Project
  as part of our exploration programs, we have not yet established a commercially
  viable operation on our Nolan Gold Project. Further, we have historically attempted
  to mine the placer gold deposits at the Nolan Gold Project without obtaining
  sufficient drilling and sampling information to meet data density standards
  commonly used by commercial-sized placer mining companies. We may continue with
  test mining activities at the Nolan Gold Project without establishing that the
  placer deposits contain commercially viable mineral deposits. As we may proceed
  with these activities without first establishing that the

9

---

placer deposits contain commercially viable mineral deposits,
  there is no assurance that we will recover quantities of gold that will enable
  us to achieve sales of gold that will exceed our costs of recovering the gold.
  In this event, our costs of exploration will exceed any amount recovered from
  test mining activities that we carry out as part of our exploration program
  on the Nolan Gold Project.

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

We plan to undertake test mining activities as part of our
  exploration program for the Nolan Gold Project. Our objective is to recover
  gold from test mining activities to off-set the exploration cost of our test
  mining activities. As we have not established any reserves on this property,
  there is no assurance that actual recoveries of gold from material mined during
  test mining activities will equal or exceed our exploration costs. If gold recoveries
  are less than projected, then our gold sales will be less than anticipated and
  may not equal or exceed the cost of exploration and recovery in which case our
  operating results and financial condition will be adversely affected.

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

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

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

|(a) | Sales or leasing of gold by governments and central
        banks;                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | A low rate of inflation and a strong US dollar;                                                                                                                                   
|   
|(c) | Speculative trading;                                                                                                                                                              
|   
|(d) | Decreased demand for gold’s industrial, jewelry
        and investment uses;                                                                                                      
|   
|(e) | High supply of gold from production, disinvestment,
        scrap and hedging;                                                                                                    
|   
|(f) | Sales by gold producers and foreign transactions
        and other hedging transactions;                                                                                          
|   
|(g) | Devaluing local currencies (relative to gold price
        in US dollars) leading to lower production costs and higher production
        in certain major gold producing regions.

If costs of gold recovery at our Nolan Gold Project are
  higher than anticipated, then our financial condition and ability to pursue
  additional exploration will be adversely affected.

We have proceeded with test mining activities on the Nolan
  Gold Project on the basis of estimated capital and operating costs. If capital
  and operating costs are greater than anticipated, then cash used in test mining
  activities at the Nolan Gold Project will be greater than anticipated. Increase
  cash used in test mining activities will cause us to have less funds for other
  expenses, such as administrative and overhead expenses and exploration of our
  other mineral properties and further test mining activities on the Nolan Gold
  Project. In this event, our financial condition will be adversely affected and
  will have less funds with which to pursue our exploration programs.

10

---

If our exploration costs are higher than anticipated, then
  our financial condition and ability to pursue additional exploration will be
  adversely affected.

We are currently proceeding with exploration of our mineral
  properties on the basis of estimated exploration costs. This exploration program
  includes drilling programs at various locations within the Nolan Gold Project.
  If our exploration costs are greater than anticipated, then we will have less
  funds for our exploration activities, including test mining activities, that
  we plan to carry out at our Nolan Gold Project, and for our general and administrative
  expenses. In this event, our financial condition will be adversely affected,
  our losses will increase and we will have less funds with which to pursue our
  exploration programs. Factors that could cause exploration costs to increase
  include adverse weather conditions, difficult terrain and shortages of qualified
  personnel.

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

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

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

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

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

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

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

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

11

---

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

Our audited financial statements included with our Annual
  Report for the year ended November 30, 2004 have been prepared assuming that
  we will continue as a going concern. Our auditors have made reference to the
  substantial doubt as to our ability to continue as a going concern in their
  audit report on our audited financial statements for the year ended November
  30, 2004. If we are not able to achieve revenues, then we may not be able to
  continue as a going concern and our financial condition and business prospects
  will be adversely affected.

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

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

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

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

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

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

15

---

ITEM 3.               CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the “Exchange Act”), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of May 31, 2005, being the date of our most recently completed fiscal quarter.
  This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer and Chief Financial Officer, Mr. Garry L. Anselmo.
  Based upon that evaluation, our Chief Executive Officer and Chief Financial
  Officer concluded that our disclosure controls and procedures are effective
  in timely alerting management to material information relating to us required
  to be included in our periodic SEC filings. There have been no significant changes
  in our internal controls or in other factors that could significantly affect
  internal controls subsequent to the date we carried out our evaluation.

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

During our most recently completed fiscal quarter ended May
  31, 2005, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

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

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

12

---

PART II - OTHER INFORMATION

ITEM 1.              
  LEGAL PROCEEDINGS

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

ITEM 2.               CHANGES
  IN SECURITIES AND USE OF PROCEEDS

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

|Report                     | Date of Filing with SEC
|-------------------------- | -----------------------
|Current Report on Form 8-K | June 27, 2005          

We did not complete any sales of securities without registration
  pursuant to the Securities Act of 1933 during the fiscal quarter ended May 31,
  2005 that were not reported on the Current Report on Form 8-K described above.

ITEM 3.               DEFAULT
  UPON SENIOR SECURITIES

We are currently in default of obligations pursuant to convertible
  debentures in the aggregate principal amount of $140,000, plus accrued interest
  of $78,827. There is no agreement to exchange this amount of remaining original
  convertible debentures into replacement debentures.

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

None.

ITEM 5.               OTHER
  INFORMATION

None.

ITEM 6.               EXHIBITS
  AND REPORTS ON FORM 8-K

|Exhibit |                                                                                                                                                                                              
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                       
|3.1     | Articles of the Company (1)                                                                                                                                                                  
|3.2     | Amendment to Articles of the Company
        (2)                                                                                                                                             
|3.3     | Altered Memorandum of the Company (3)                                                                                                                                                        
|3.4     | Amendment to Articles of the Company
        (8)                                                                                                                                             
|4.1     | Share certificate representing common
        shares of the capital of the Company (1)                                                                                                       
|10.1    | Agreement for Conditional Purchase and
        Sale of Mining Property between the Company and  Roger C. Burggraf
        dated October 6, 1978 – Grant Mine Property (1)                    
|10.2    | Agreement for Conditional Purchase and
        Sale of Mining Property between the Company and  Paul Barelka, Donald
        May and Mark Thoennes dated May 12, 1979 – St. Paul Property (1)
|10.3    | Lease of Mining Claims with Option to
        Purchase between the Company and Alaska Mining  Company, Inc. dated
        February 3, 1995 – Hammond Property (4)                            

13

---

|10.4  | Change of Control Agreement between the
        Company and Garry L. Anselmo dated May,  1995(6)                                                                                                          
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5  | Change of Control Agreement between the
        Company and James Dixon dated May, 1995 (6)                                                                                                               
|10.6  | Amendment to Change of Control Agreement
        between the Company and Garry L. Anselmo (6)                                                                                                             
|10.7  | Operating Agreement between the Company
        and Tri-Con Mining Ltd. dated January 1, 1997 (5)                                                                                                         
|10.8  | Operating Agreement between the Company
        and Tri-Con Mining Inc. dated January 1, 1997 (6)                                                                                                         
|10.9  | Operating Agreement between the Company
        and Tri-Con Mining Alaska Inc. dated January 1,  1997 (6)                                                                                                 
|10.10 | Contract between the Company and Dr.
        Warrack Willson dated March 19, 2001 (6)                                                                                                                     
|10.11 | Equipment Lease Agreement between the
        Company and Airport Equipment Rentals Inc. dated  October 11, 2002
        (6)                                                                              
|10.12 | 2003 Stock Option Plan (7)                                                                                                                                                                                
|10.13 | Form of Warrant Exercise Agreement between
        the Company and certain of the selling  security holders (9)                                                                                           
|10.14 | Consultant Agreement between the Company
        and CEOcast, Inc. dated April 21, 2004 (9)                                                                                                               
|10.15 | Subscription Agreement between the Company
        and Christoph Bruning dated May 10, 2004 (9)                                                                                                           
|10.16 | Consultant Agreement between the Company
        and Smith Conciglia Consulting, Inc. dated May  16, 2004 (9)                                                                                             
|10.17 | Form of Delay Agreement between the Company
        and certain of the Selling Shareholders.(9)                                                                                                           
|10.18 | 2004 Stock Option Plan (10)                                                                                                                                                                               
|31.1  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of  the Sarbanes-Oxley Act of 2002(11)                                                       
|32.1  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002(11)

|(1)  | Filed as an exhibit to the Company’s Registration
        Statement on Form 10 filed initially on May 11, 1984, as amended.
|---- | ---------------------------------------------------------------------------------------------------------------------------
|(2)  | Filed as an exhibit to the Company’s Quarterly
        Report on Form 10-Q filed on July 15, 1997.                         
|(3)  | Filed as an exhibit to the Company’s Current
        Report on Form 8-K filed on September 11, 2002.                       
|(4)  | Filed as an exhibit to the Company’s Annual
        Report on Form 10-K for the year ended November 30, 1995.              
|(5)  | Filed as an exhibit to the Company’s Annual
        Report on Form 10-K for the year ended November 30, 1996.              
|(6)  | Filed as an exhibit to the Company’s Annual
        Report on Form 10-KSB for the year ended November 30, 2002.            
|(7)  | Filed as an exhibit to the Company’s Schedule
        14A Proxy Statement filed April 29, 2003.                            
|(8)  | Filed as an exhibit to the Company’s Current
        Report on Form 8-K filed on June 13, 2003.                            
|(9)  | Filed as an exhibit to the Company’s Registration
        Statement on Form SB-2 filed on May 19, 2004;                    
|(10) | Filed as an exhibit to the Company’s Quarterly
        Report on Form 10-QSB filed on July 15, 2004.                       
|(11) | Filed as an exhibit to Quarterly Report on Form
        10-QSB.                                                            

14

---

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 autexhibit31-1.htmhorized.

|      |               | SILVERADO GOLD MINES LTD.    
|----- | ------------- | -----------------------------
|      |               |                              
|      |               |                              
|DATE: | July 15, 2005 |                              
|      |               |                              
|      |               | /s/ Garry L. Anselmo         
|      |               | Garry L. Anselmo             
|      |               | President                    
|      |               | Chief Executive Officer      
|      |               | (Principal Executive Officer)
|      |               | Chief Financial Officer      
|      |               | (Principal Financial Officer)

15

---