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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB/A

Amendment No. 1

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

For the quarterly period ended: May 31, 2008

OR

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

For the transition period from _______ to _______

Commission File Number 000-12132

SILVERADO GOLD MINES
LTD.(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS
CHARTER)

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

Issuer's telephone number: (800) 665-4646

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

Check whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Number of shares outstanding as of July 15, 2008: 926,270,430
common shares.

Transitional Small Business Disclosure Format: Yes [ ] No
[X]

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EXPLANATORY NOTE

Silverado Gold Mines Ltd. is filing this Amendment No. 1 to its
Quarterly Report on Form 10-QSB, filed with the Securities and Exchange
Commission (SEC) on July 15, 2008, in order to restate the financial
statements for the corresponding period and to address the comments of the SEC
following the conclusion of its review of certain of the Companys filings.

2

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SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company) INDEX

Quarterly Period Ended May 31, 2008

|           |                             |                                                                                                                                                                                                                                                                          | Page
|---------- | --------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|           |                             |                                                                                                                                                                                                                                                                          |     
|PART I     | FINANCIAL
      INFORMATION |                                                                                                                                                                                                                                                                         
|           |                             |                                                                                                                                                                                                                                                                         
|           | ITEM 1                      | FINANCIAL STATEMENTS                                                                                                                                                                                                                                                     |     
|           |                             |                                                                                                                                                                                                                                                                          |     
|           |                             | Condensed Consolidated Balance Sheets as of May 31, 2008
      (unaudited) and November 30, 2007                                                                                                                                                                         | 4   
|           |                             |                                                                                                                                                                                                                                                                          |     
|           |                             | Condensed Consolidated Statements of Operations and Other
      Comprehensive Loss for the three and six months ended May 31, 2008 and
      2007, and for the period from December 1, 2001 (Recommencement of
      Exploration Stage) through May 31, 2008 (unaudited) | 5   
|           |                             |                                                                                                                                                                                                                                                                          |     
|           |                             | Condensed Consolidated Statements of Cash Flows for the
      six months ended May 31, 2008 and 2007, and for the period from December
      1, 2001 (Recommencement of Exploration Stage) through May 31, 2008
      (unaudited)                                        | 6   
|           |                             |                                                                                                                                                                                                                                                                          |     
|           |                             | Notes to the Condensed Consolidated Financial Statements
      as of May 31, 2008 (unaudited)                                                                                                                                                                            | 7   
|           |                             |                                                                                                                                                                                                                                                                          |     
|           | ITEM 2                      | MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                                                                                                                                                          | 22  
|           |                             |                                                                                                                                                                                                                                                                          |     
|           | ITEM 3                      | CONTROLS AND
      PROCEDURES                                                                                                                                                                                                                                            | 27  
|           |                             |                                                                                                                                                                                                                                                                          |     
|PART II    | OTHER
      INFORMATION     |                                                                                                                                                                                                                                                                         
|           |                             |                                                                                                                                                                                                                                                                         
|           | ITEM 1                      | LEGAL
      PROCEEDINGS                                                                                                                                                                                                                                                  | 28  
|           |                             |                                                                                                                                                                                                                                                                          |     
|           | ITEM 2                      | UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                                                                                                                                                                        | 28  
|           |                             |                                                                                                                                                                                                                                                                          |     
|           | ITEM 3                      | DEFAULTS
      UPON SENIOR SECURITIES                                                                                                                                                                                                                                    | 28  
|           |                             |                                                                                                                                                                                                                                                                          |     
|           | ITEM 4                      | SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                                                                                                                                                | 28  
|           |                             |                                                                                                                                                                                                                                                                          |     
|           | ITEM 5                      | OTHER
      INFORMATION                                                                                                                                                                                                                                                  | 28  
|           |                             |                                                                                                                                                                                                                                                                          |     
|           | ITEM 6                      | EXHIBITS                                                                                                                                                                                                                                                                 | 29  
|           |                             |                                                                                                                                                                                                                                                                          |     
|SIGNATURES |                             | 31                                                                                                                                                                                                                                                                      

3

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

|                                                   |   | May 31, 2008 |   |   | November 30, 2007 |  
|-------------------------------------------------- | - | ------------ | - | - | ----------------- | -
|                                                   |   | (Unaudited)  |   |   | (Audited)         |  
|                                                   |   | (Restated)   |   |   | (Restated)        |  
|ASSETS                                             |   |              |   |   |                   |  
|Current Assets                                     |   |              |   |   |                   |  
|Cash and
      cash equivalents                    | $ | 709,139      |   | $ | 1,073,457         |  
|Gold inventory, net                                |   | 1,598,738    |   |   | 1,969,870         |  
|Other
      receivables                            |   | 5,743        |   |   | 294,505           |  
|Prepaid expenses                                   |   | 79,497       |   |   | -                 |  
|Total Current Assets                               |   | 2,393,117    |   |   | 3,337,832         |  
|Mineral rights                                     |   | 1,091,821    |   |   | 1,012,316         |  
|Property, plant and equipment, net                 |   | 2,065,120    |   |   | 2,158,379         |  
|TOTAL ASSETS                                       | $ | 5,550,058    |   | $ | 6,508,527         |  
|                                                   |   |              |   |   |                   |  
|LIABILITIES                                        |   |              |   |   |                   |  
|Current Liabilities                                |   |              |   |   |                   |  
|Accounts payable and
      accrued liabilities     | $ | 216,383      |   | $ | 210,404           |  
|Mineral
      claims royalty payable               |   | 390,000      |   |   | 360,000           |  
|Due to related parties                             |   | 50,542       |   |   | 1,214,717         |  
|Convertible debentures, current portion            |   | 140,000      |   |   | 140,000           |  
|Capital lease obligation,
      current portion    |   | -            |   |   | 31,013            |  
|Total Current Liabilities                          |   | 796,925      |   |   | 1,956,134         |  
|Asset retirement obligation                        |   | 542,337      |   |   | 529,311           |  
|Total Liabilities                                  |   | 1,339,262    |   |   | 2,485,445         |  
|                                                   |   |              |   |   |                   |  
|SHAREHOLDERS' EQUITY                               |   |              |   |   |                   |  
|Common stock                                       |   |              |   |   |                   |  
|Authorized:                                        |   |              |   |   |                   |  
|unlimited common shares
      with no par value    |   |              |   |   |                   |  
|Issued
      and outstanding:                      |   |              |   |   |                   |  
|926,270,430 common
      shares (2007:785,607,717) |   | 93,671,823   |   |   | 89,374,641        |  
|Additional paid-in capital                         |   | 1,200,408    |   |   | 1,200,408         |  
|Subscriptions received                             |   | -            |   |   | 275,136           |  
|Accumulated deficit during exploration
      stage |   | (90,661,435  | ) |   | (86,827,103       | )
|Total Shareholders Equity                         |   | 4,210,796    |   |   | 4,023,082         |  
|TOTAL LIABILITIES AND SHAREHOLDERS
      EQUITY   | $ | 5,550,058    |   | $ | 6,508,527         |  

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

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

|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   | Period Since      |  
|----------------------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ----------------- | - | - | ------------ | - | - | ----------------- | -
|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   | Recommencement of |  
|                                                      |   | Three Months Ended |   |   | Six Months Ended |   |   | Exploration Stage |  
|                                                      |   | May 31, 2008       |   |   | May 31, 2007     |   |   | May 31, 2008      |   |   | May 31, 2007 |   |   | December 1, 2001  |  
|                                                      |   | (Unaudited)        |   |   | (Unaudited)      |   |   | (Unaudited)       |   |   | (Unaudited)  |   |   | to May 31, 2008   |  
|                                                      |   | (Restated)         |   |   | (Restated)       |   |   | (Restated)        |   |   | (Restated)   |   |   | (Restated)        |  
|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|General and administrative expenses                   |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Accounting and audit                                  | $ | 102,334            |   | $ | 41,904           |   | $ | 175,924           |   | $ | 54,135       |   | $ | 565,859           |  
|Advertising, promotion and travel                     |   | 19,585             |   |   | 446,080          |   |   | 136,984           |   |   | 550,767      |   |   | 2,869,999         |  
|Consulting fees                                       |   | 91,875             |   |   | 351,774          |   |   | 496,121           |   |   | 662,164      |   |   | 7,259,980         |  
|Depreciation, amortization, accretion and             |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|impairment                                            |   | 60,358             |   |   | 31,278           |   |   | 164,917           |   |   | 93,228       |   |   | 2,390,428         |  
|Exploration
      expenses                            |   | 337,679            |   |   | 911,230          |   |   | 1,016,541         |   |   | 1,776,601    |   |   | 13,444,156        |  
|Financing activities                                  |   | -                  |   |   | -                |   |   | -                 |   |   | -            |   |   | 302,003           |  
|Legal                                                 |   | 67,020             |   |   | 64,284           |   |   | 103,791           |   |   | 106,045      |   |   | 815,206           |  
|Management services                                   |   | 78,267             |   |   | 226,314          |   |   | 285,706           |   |   | 1,270,251    |   |   | 5,050,413         |  
|Office
      Expenses                                 |   | 161,649            |   |   | 102,680          |   |   | 366,219           |   |   | 414,694      |   |   | 4,136,329         |  
|Related party charges in excess of costs              |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|incurred                                              |   | 297,910            |   |   | 326,864          |   |   | 529,592           |   |   | 555,772      |   |   | 4,296,534         |  
|Reporting and investor relations                      |   | 103,115            |   |   | 74,254           |   |   | 182,956           |   |   | 125,863      |   |   | 723,346           |  
|Research                                              |   | 198,500            |   |   | 11,813           |   |   | 216,500           |   |   | 58,388       |   |   | 986,190           |  
|Transfer agent and filing fees                        |   | 9,523              |   |   | 17,953           |   |   | 30,994            |   |   | 27,864       |   |   | 242,474           |  
|Write-down
      of property, plant and equipment     |   | -                  |   |   | -                |   |   | -                 |   |   | -            |   |   | 285,875           |  
|Write-off of mineral claim expenditures               |   | -                  |   |   | -                |   |   | -                 |   |   | -            |   |   | 1,159,529         |  
|Total general and administrative expenses             |   | 1,527,815          |   |   | 2,606,428        |   |   | 3,706,245         |   |   | 5,695,772    |   |   | 44,528,321        |  
|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Loss from operations                                  |   | (1,527,815         | ) |   | (2,606,428       | ) |   | (3,706,245        | ) |   | (5,695,772   | ) |   | (44,528,321       | )
|Gold income earned
      during the exploration stage |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Gold sale
      proceeds earned during the            |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|exploration stage                                     |   | -                  |   |   | -                |   |   | 372,915           |   |   | 253,507      |   |   | 1,834,228         |  
|Cost of
      gold sold                               |   | -                  |   |   | -                |   |   | (371,132          | ) |   | (200,595     | ) |   | (1,657,951        | )
|Gold inventory addition from gold extraction          |   | -                  |   |   | -                |   |   | -                 |   |   | 49,070       |   |   | 3,248,056         |  
|Total
      gold income earned                        |   | -                  |   |   | -                |   |   | 1,783             |   |   | 101,982      |   |   | 3,424,333         |  
|Interest income
      (expenses)                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Interest
      and other income                       |   | 20,303             |   |   | 26,485           |   |   | 20,344            |   |   | 48,643       |   |   | 277,012           |  
|Interest on capital lease obligations                 |   | (6,417             | ) |   | (4,952           | ) |   | (6,611            | ) |   | (11,487      | ) |   | (323,905          | )
|Interest on
      convertible debentures              |   | (2,800             | ) |   | (2,800           | ) |   | (5,600            | ) |   | (5,600       | ) |   | (701,407          | )
|Other interest and bank charges                       |   | (4,023             | ) |   | (3,489           | ) |   | (7,965            | ) |   | (6,584       | ) |   | (55,437           | )
|Total
      interest (expenses) income                |   | 7,063              |   |   | 15,244           |   |   | 168               |   |   | 24,972       |   |   | (803,737          | )
|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Net loss before cumulative effect
      of accounting |   | (1,520,752         | ) |   | (2,591,184       | ) |   | (3,704,294        | ) |   | (5,568,818   | ) |   | (41,907,725       | )
|change                                                |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Cumulative effect of accounting change                |   | -                  |   |   | -                |   |   | -                 |   |   | -            |   |   | (99,481           | )
|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Net loss                                              |   | (1,520,752         | ) |   | (2,591,184       | ) |   | (3,704,294        | ) |   | (5,568,818   | ) |   | (42,007,206       | )
|Other comprehensive (loss)
      income               |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|(Loss) /
      Gain on foreign exchange               |   | (68,275            | ) |   | 271,024          |   |   | (130,038          | ) |   | 238,805      |   |   | 250,715           |  
|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Comprehensive loss for the period                     | $ | (1,589,027         | ) | $ | (2,320,160       | ) | $ | (3,834,332        | ) | $ | (5,330,013   | ) | $ | (41,756,491       | )
|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Net loss per share, basic and diluted                 | $ | (0.002             | ) | $ | (0.004           | ) | $ | (0.004            | ) | $ | (0.008       | ) |   |                   |  
|                                                      |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|Basic and diluted weighted average number             |   |                    |   |   |                  |   |   |                   |   |   |              |   |   |                   |  
|of common shares
        outstanding                  |   | 926,270,430        |   |   | 677,808,737      |   |   | 884,945,283       |   |   | 656,904,280  |   |   |                   |  

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

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

|                                                              |   |                  |   |   |              |   |   | Period Since     |  
|------------------------------------------------------------- | - | ---------------- | - | - | ------------ | - | - | ---------------- | -
|                                                              |   |                  |   |   |              |   |   | Recommencement   |  
|                                                              |   |                  |   |   |              |   |   | of Exploration   |  
|                                                              |   | Six Months Ended |   |   | Stage        |  
|                                                              |   | May 31, 2008     |   |   | May 31, 2007 |   |   | December 1, 2001 |  
|                                                              |   | (Unaudited)      |   |   | (Unaudited)  |   |   | to May 31, 2008  |  
|                                                              |   | (Restated)       |   |   | (Restated)   |   |   | (Restated)       |  
|CASH PROVIDED BY (USED FOR):                                  |   |                  |   |   |              |   |   |                  |  
|Operating activities:                                         |   |                  |   |   |              |   |   |                  |  
|Net comprehensive loss
      for the period                   | $ | (3,834,332       | ) | $ | (5,330,013   | ) | $ | (41,756,491      | )
|Adjustments to reconcile loss to net
      cash used in       |   |                  |   |   |              |   |   |                  |  
|operating
      activities:                                   |   |                  |   |   |              |   |   |                  |  
|Cumulative effect
      of accounting change                  |   | -                |   |   | -            |   |   | 99,481           |  
|Depreciation, amortization, accretion and impairment          |   | 164,917          |   |   | 93,228       |   |   | 2,390,428        |  
|Non-cash
      management fees                                |   | -                |   |   | 734,094      |   |   | 3,375,644        |  
|Stock issued for debenture                                    |   | -                |   |   | -            |   |   | 217,687          |  
|Non-cash
      consulting and legal expense                   |   | 240,000          |   |   | 432,708      |   |   | 2,977,706        |  
|Non-cash financing expense                                    |   | -                |   |   | -            |   |   | 252,003          |  
|Interest accrued                                              |   | 5,600            |   |   | 5,600        |   |   | 491,970          |  
|Write-off of mineral claim expenditures                       |   | -                |   |   | -            |   |   | 1,159,529        |  
|Write-down of
      property, plant and equipment             |   | -                |   |   | -            |   |   | 285,875          |  
|Changes in non-cash
      operating working capital:          |   |                  |   |   |              |   |   |                  |  
|Gold inventory                                                |   | 371,132          |   |   | 151,525      |   |   | (1,590,105       | )
|Other receivables                                             |   | 288,762          |   |   | (11,983      | ) |   | (2,868           | )
|Prepaid expense                                               |   | (79,497          | ) |   | -            |   |   | (79,497          | )
|Accounts payable and accrued liabilities                      |   | 379              |   |   | (41,609      | ) |   | (395,750         | )
|Asset retirement
      obligation                             |   | 13,026           |   |   | -            |   |   | 13,026           |  
|Net cash used in Operating
      activities                   |   | (2,830,013       | ) |   | (3,966,450   | ) |   | (32,561,362      | )
|Investing activities:                                         |   |                  |   |   |              |   |   |                  |  
|Investment in mineral
      properties                        |   | (49,505          | ) |   | (5,000       | ) |   | (1,018,321       | )
|Purchase of property, plant and
      equipment               |   | (71,658          | ) |   | (870,866     | ) |   | (2,816,077       | )
|Disposal of property,
      plant and equipment               |   | -                |   |   | -            |   |   | 207,289          |  
|Net cash used in Investing activities                         |   | (121,163         | ) |   | (875,866     | ) |   | (3,627,109       | )
|Financing activities:                                         |   |                  |   |   |              |   |   |                  |  
|Advances from related party                                   |   | (1,164,175       | ) |   | 46,389       |   |   | (240,770         | )
|Repayment of loans
      payable                              |   | -                |   |   | -            |   |   | (35,729          | )
|Repayment of capital lease obligation                         |   | (31,013          | ) |   | (169,473     | ) |   | (1,131,607       | )
|Repayment of
      convertible debentures                     |   | -                |   |   | -            |   |   | (74,999          | )
|Common stock issued for cash (net of
      share issue costs) |   | 3,782,046        |   |   | 3,719,126    |   |   | 38,363,622       |  
|Net cash provided by financing
      activities               |   | 2,586,858        |   |   | 3,596,042    |   |   | 36,880,517       |  
|                                                              |   |                  |   |   |              |   |   |                  |  
|(Decrease) / increase in cash and cash
      equivalents      |   | (364,318         | ) |   | (1,246,274   | ) |   | 692,046          |  
|Cash and cash equivalents, at beginning of the
      period   |   | 1,073,457        |   |   | 3,509,418    |   |   | 17,093           |  
|                                                              |   |                  |   |   |              |   |   |                  |  
|Cash and cash equivalents, at end of the period               | $ | 709,139          |   | $ | 2,263,144    |   | $ | 709,139          |  
|Supplemental Cash Flow Information (Note
      11)            |   |                  |   |   |              |   |   |                  |  

The accompanying notes are an integral part of these condensed
consolidated financial statements 
  6

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|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 1  Basis of Presentation

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

The unaudited condensed consolidated financial statements do
not include all information and footnote disclosures required under United
States generally accepted accounting principles. In managements opinion, all
adjustments (consisting solely of normal recurring accruals) considered
necessary for a fair presentation of the financial position as of May 31, 2008,
and the results of operations and cash flows for all periods presented, have
been included. Readers of these financial statements should note that interim
results for the periods presented are not necessarily indicative of the results
that can be expected for the entire fiscal year as a whole.

These condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes thereto
included in Silverados Amendment No. 1 to is Annual Report on Form 10-KSB, for
the fiscal year ended November 30, 2007. Certain of the prior periods figures
in the statement of operations and cash flows have been reclassified to conform
to the presentation adopted in the current period.

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

Note 2  Changes in Significant Accounting Policies,
Restatements and Reclassifications

Following the conclusion of a review of certain of the
Companys filings by the Securities and Exchange Commission, the Company
determined to make certain accounting policies changes, restatements and
reclassifications to its consolidated balance sheets for the fiscal years ended
November 30, 2007 and 2006, and its related consolidated statements of
operations and other comprehensive income for the fiscal years ended November
30, 2007 and 2006 and for the period since recommencement of exploration stage
from December 1, 2001 to November 30, 2007 (refer to the Companys Amendment No.
1 to its Annual Report on Form 10-KSB for the year ended November 30, 2007.)
Following are the accounting policies affected by the restatements.

a) Gold Inventory

The Companys test production in past years has yielded gold
dust and gold nuggets. Gold dust has yielded sales prices equivalent to the spot
gold price. Gold nuggets, however, are considered to be gem or jewelry items,
which in the industry sell at a higher price than the spot price. They are
valued according to weight, purity, character, and relative flatness (wearing
quality). Historically, the Companys gold nuggets have sold at prices above the
spot gold price.

Since December 1, 2001, recommencement of exploration stage,
the Company had valued its gold inventory using the spot gold price at the end
of the reporting period and directly applied the gold extraction and the
revaluation difference to exploration costs. In addition, proceeds from sales of
gold extracted during exploration and test mining had been recorded as a
reduction of exploration costs during the exploration stage period.

7

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 2  Changes in Significant Accounting Policies,
Restatements and Reclassifications (continued)

b) Gold Inventory (continued)

Retroactively effective from the period since recommencement of
exploration stage from December 1, 2001, the Company has modified the accounting
policy in the gold inventory to measure the gold inventories at the lower of
cost or market. The Company is still in the exploration stage. By definition,
the Companys direct and absorbed costs would exceed the market value of any
gold recovery. Therefore, the Company has retroactively set up inventory groups
from December 1, 2001, valued each group at the spot price as of the date of the
addition to the gold inventory, and recorded the costs of gold inventory sold on
a first-in first-out basis. Gold sale proceeds and cost of gold sold are now
recorded as other income earned during the exploration stage.

c) Revenue Recognition

Proceeds on gold recoveries from test mining were recorded as a
reduction of exploration costs during the period the Company is in the
exploration stage. This accounting policy has been changed and now proceeds on
gold recoveries from test mining are recorded as other income earned during the
exploration stage, retroactively effective from the period since recommencement
of exploration stage from December 1, 2001.

d) Mineral Rights Payments and Exploration Costs

Since December 1, 2001, recommencement of exploration stage,
the Company had expensed all costs related to the acquisition, maintenance and
exploration of mineral claims in which it had secured exploration rights prior
to establishment of proven and probable reserves.

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

8

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 2  Changes in Significant Accounting Policies,
Restatements and Reclassifications (continued)

e) Restatements and Reclassifications

The accompanying consolidated financial statements have been
restated to give effect to the capitalization of direct costs to acquire or
lease mineral properties and mineral rights previously expensed and to value
gold inventories at the lower of cost or market previously valued at the spot
gold price at the end of reporting period. We have also made certain
reclassification to include gold sale proceeds and gold extractions on a
first-in and first-out basis as other income earned in the exploration stage
previously recorded as a reduction of exploration costs, to separately report
related party charges in excess of costs incurred on the face of our
consolidated financial statements, and to group interest expenses and bank
charges with interest and other income.

The effect of the restatements on total assets for the period
presented is as follows:

|                                                                 |   | May 31, 2008 |  
|---------------------------------------------------------------- | - | ------------ | -
|                                                                 |   | (Restated)   |  
|Total Assets, as previously stated                               | $ | 4,830,891    |  
|Gold inventory, as previously stated at spot price               |   | (1,971,392   | )
|Gold inventory, as restated at the lower of
      cost or market |   | 1,598,738    |  
|Mineral rights previously expensed                               |   | 1,091,821    |  
|Total Assets, as restated                                        | $ | 5,550,058    |  

9

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 2  Changes in Significant Accounting Policies,
Restatements and Reclassifications (continued)

e) Restatements and Reclassifications (continued)

The effect of the restatements and reclassifications on the
results of operations and accumulated losses is as follows:

|                                                                    |   | Three Months Ended |   |   | Six Months Ended |  
|------------------------------------------------------------------- | - | ------------------ | - | - | ---------------- | -
|                                                                    |   |                    |   |   |                  |  
|                                                                    |   | May 31, 2008       |   |   | May 31, 2007     |  
|                                                                    |   | (Restated)         |   |   | (Restated)       |  
|                                                                    |   |                    |   |   |                  |  
|Comprehensive loss for the period, as
      previously stated       | $ | (2,082,727         | ) | $ | (2,320,160       | )
|                                                                    |   |                    |   |   |                  |  
|Changes in exploration expenses:                                    |   |                    |   |   |                  |  
|Capitalized mineral rights costs                                    |   | -                  |   |   | -                |  
|Gold sale proceeds previously
      stated as a reduction           |   | -                  |   |   | -                |  
|Reclassification of gold inventory change
      previously included |   | 493,700            |   |   | -                |  
|Related party charges
      reclassified                            |   | 108,320            |   |   | 235,218          |  
|                                                                    |   | 602,020            |   |   | 235,218          |  
|Changes in management services:                                     |   |                    |   |   |                  |  
|Related party charges reclassified                                  |   | 189,590            |   |   | 91,646           |  
|Reclassification of stock
      based compensation                  |   | -                  |   |   | -                |  
|                                                                    |   | 189,590            |   |   | 91,646           |  
|Reclassifications for related party charges
      in                |   |                    |   |   |                  |  
|excess of costs incurred                                            |   | (297,910           | ) |   | (326,864         | )
|Reclassification for stock-based
      compensation                 |   |                    |   |   |                  |  
|reclassified to management services                                 |   | -                  |   |   | -                |  
|                                                                    |   |                    |   |   |                  |  
|Gold extraction and gold sales during the exploration stage         |   |                    |   |   |                  |  
|Gold sale proceeds                                                  |   | -                  |   |   | -                |  
|Cost of gold sold                                                   |   | -                  |   |   | -                |  
|Gold inventory addition from
      gold extraction                  |   | -                  |   |   | -                |  
|Total gold income earned during the exploration stage               |   | -                  |   |   | -                |  
|                                                                    |   |                    |   |   |                  |  
|Comprehensive loss for the period, as restated                      | $ | (1,589,027         | ) | $ | (2,320,160       | )

10

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 3  Recent Accounting Pronouncements and Significant
Accounting Policies

Recent Accounting Pronouncements and Interpretations

In December 2007, the Financial Accounting Standards Board
(FASB) issued Statement No. 160 Non controlling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51. This statement requires that
the ownership interests in subsidiaries held by parties other than the parent be
clearly identified, labeled, and presented in the consolidated statement of
financial position within equity, but separate from the parents equity. This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. Earlier adoption is prohibited.
The Company will adopt this statement on December 1, 2009.

In February 2007, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 159, Establishing the Fair Value Option for
Financial Assets and Liabilities (SFAS No. 159). SFAS No. 159 was to permit
all entities to choose to elect, at specified election dates, to measure
eligible financial instruments at fair value. An entity shall report unrealized
gains and losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date, and recognize upfront costs and fees
related to those items in earnings as incurred and not deferred. SFAS No. 159
applies to fiscal years beginning after November 15, 2007, with early adoption
permitted for an equity that has also elected to apply the provisions of SFAS
No. 157, Fair Value Measurements. An entity is prohibited from retrospectively
applying SFAS No. 159, unless it chooses early adoption. SFAS No. 159 also
applies to eligible items existing at November 15, 2007 (or early adoption
date). The Company does not expect that SFAS No. 159 will have a material impact
on the Companys consolidated financial statements.

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

Income Taxes

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

11

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 3  Recent Accounting Pronouncements and Significant
Accounting Policies (continued)

Income Taxes (continued)

Effective December 1, 2007, the Company adopted the provisions
of the FASB Interpretation (FIN) No. 48,

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

Gold Inventory

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

Revenue Recognition

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

Use of Estimates

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

Fair Value of Financial Instruments

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

12

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 3  Recent Accounting Pronouncements and Significant
Accounting Policies (continued)

Mineral Rights Payments and Exploration Costs

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

Note 4  Related Party Transactions

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

The Tri-Con Group are operations, exploration and development
contractors and have been employed by the Company under contract since 1972 to
carry out all the Companys fieldwork and to provide field administrative and
management services. Under the current contract dated January 1, 1997, work is
charged at cost plus 25% for exploration and at cost plus 15% for development
and mining services. Cost includes out of pocket or actual cost plus 15% charge
for office and project overhead. 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.

Tri-Cons services for the current fiscal year are focusing
mainly on Silverados corporate planning and preparation for year-round
operations and administration services. The aggregate amounts billed by Tri-Con
each period include: services rendered by Tri-Con personnel and subcontractors
working on Silverado projects, and disbursements incurred.

As of May 31, 2008, Silverado owed $50,542 (November 30, 2007:
$1,214,717) to Tri-Con for exploration and administration services performed on
behalf of Silverado. The following is a summary of Tri-Con services charges for
the six months ended May 31, 2008 and 2007:

|                                                                    |   | May 31, 2008 |  |   | May 31, 2007 | 
|------------------------------------------------------------------- | - | ------------ |  | - | ------------ | 
|                                                                    |   | (Unaudited)  |  |   | (Unaudited)  | 
|Exploration Services                                                | $ | 1,638,777    |  | $ | 2,179,484    | 
|Administration and management services                              |   | 540,863      |  |   | 627,803      | 
|Research                                                            |   | -            |  |   | 58,388       | 
|                                                                    | $ | 2,179,640    |  | $ | 2,865,675    | 
|                                                                    |   |              |  |   |              | 
|Amount of total charges in excess of Tri-Cons costs
      incurred | $ | 529,592      |  | $ | 555,772      | 
|                                                                    |   |              |  |   |              | 
|Percentage of excess amount charged                                 |   | 24.3%        |  |   | 19.39%       | 

13

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 5  Basic and Diluted Loss per Share

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

Note 6  Gold Inventory

For the six months ended May 31, 2008, the Company sold 564.46
troy ounces of gold (for the six months ended May 31, 2007: 321.72 troy ounces)
for proceeds of $372,915 (May 31, 2007: $253,507), which were recorded as other
income earned during the exploration stage. The following is a summary of gold
inventory changes during the six months ended May 31, 2008 and during the year
ended November 30, 2007:

|                                                   |  |                   |   |   | Weighted      |  |   |                  |  
|-------------------------------------------------- |  | ----------------- | - | - | ------------- |  | - | ---------------- | -
|                                                   |  | Troy
      Ounces |   |   | Average price |  |   | Value (Restated) |  
|Balance as of November 30, 2006, as
      restated |  | 791               |   |   | 623.50        |  |   | 493,188          |  
|Additions from gold extraction                     |  | 3,778             |   |   | 656.12        |  |   | 2,489,124        |  
|Cost of gold sold                                  |  | (1,573            | ) |   | 619.61        |  |   | (1,012,443       | )
|Balance as of November 30, 2007, as restated       |  | 2,996             |   |   | 657.50        |  |   | 1,969,870        |  
|Additions from gold
      extraction               |  | -                 |   |   | -             |  |   | -                |  
|Cost of gold sold                                  |  | (564              | ) |   | 657.50        |  |   | (371,132         | )
|Balance as of May 31, 2008, as restated            |  | 2,432             |   | $ | 657.50        |  | $ | 1,598,738        |  

14

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 7  Property, plant and equipment

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

Mining equipment
    10 yearsAuto and trucks
    5 yearsComputer software
    1 yearComputer equipment
    3 yearsLeaseholds improvements
    Duration of lease (5-7 years)Furniture and Fittings
    10 years


Property, plant and equipment primarily include mining
equipment and camp facilities at the Nolan Gold Project. Leasehold improvements
are for both the Vancouver, BC and Fairbanks, AK offices. Assets currently in
construction are segregated and will be reclassified as depreciable assets as
soon as they are put into use. The following is a summary of property, plant and
equipment as at May 31, 2008 and November 30, 2007:

May 31, 2008
    
    
    November 30,(Unaudited)
    
    
    2007OfficesOffice leasehold
      improvements
    $
    597,557
    
    $
    612,117Computer Equipment and software
    
    133,995
    
    
    105,797Furniture and
      Fittings
    
    394,358
    
    
    394,358Mining ProjectNolan Gold Project buildings
    
    63,000
    
    
    63,000Leasehold
      improvements
    
    48,123
    
    
    48,123Nolan mining equipment
    
    2,321,486
    
    
    2,309,804Other equipment
    
    -
    
    
    27,200Capital assets in construction
    
    55,538
    
    
    -3,614,057
    
    
    3,560,399Accumulated depreciation and amortization
    
    (1,548,937
    )
    
    (1,402,020
    )Net Book Value
    $
    2,065,120
    
    $
    2,158,379


Note 8  Debentures

On March 1, 2001, Silverado completed negotiations to
restructure convertible debentures totaling $2,000,000. Replacement debentures
totaling $2,564,400 were issued in consideration of cancellation of the original
debentures plus all accrued interest to March 1, 2001. As of November 30, 2004
the replacement debentures were repaid in full.

Remaining original convertible debentures totaling $140,000 and
accrued interest of $115,227 are in default; however, it is unclear whether they
will be exchanged for replacement debentures as the Company has been
unsuccessful in its extensive attempts to locate the holders.

15

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 9  Common Stock

During the six month period ended May 31, 2008, the Company
completed private placements resulting in the issuance of an aggregate of
35,000,000 units at $0.03 per unit and 80,698,459 units at $0.0325 per unit.
Each unit consists of one share of the Companys restricted common stock and one
half-warrant, with a full warrant (consisting of two half-warrants) being
exercisable for a period of one year at a per share exercise price of $0.07. The
Company received gross proceeds of $3,672,700 from such private placements, as
well as $775,749 from the sale of restricted common stock through warrant
exercises. The Company paid commission fees of $391,267, which was recorded as a
reduction of common stock.

The following is a summary of the change in common stock for
the six month period ended May 31, 2008 and for the fiscal year ended November
30, 2007:

|                                                                 |  | Number of     |  |   | Common Shares |  
|---------------------------------------------------------------- |  | ------------- |  | - | ------------- | -
|                                                                 |  | Common Shares |  |   | Amount        |  
|Balance as of November 30, 2006                                  |  | 630,785,052   |  | $ | 82,538,598    |  
|Shares issued for cash:                                          |  |               |  |   |               |  
|Private placement at $0.0321 per share                           |  | 59,166,669    |  |   | 1,900,000     |  
|Private placement at $0.035 per share                            |  | 4,700,000     |  |   | 164,500       |  
|Exercised share purchase warrants at $0.03 - $0.07               |  | 65,754,387    |  |   | 3,429,586     |  
|Exercised stock options at $0.05 - $0.058                        |  | 12,680,000    |  |   | 642,000       |  
|Commissions paid                                                 |  | -             |  |   | (408,458      | )
|Shares issued for consulting fees at
      $0.07 - $0.1435       |  | 12,521,609    |  |   | 1,108,415     |  
|Balance as of November 30, 2007                                  |  | 785,607,717   |  |   | 89,374,641    |  
|Shares issued for cash:                                          |  |               |  |   |               |  
|Private placement at $0.03 per share                             |  | 35,000,000    |  |   | 1,050,000     |  
|Private placement at $0.0325 per share                           |  | 80,698,459    |  |   | 2,622,700     |  
|Share purchase warrants exercised at $0.035, December
      2007 |  | 16,513,024    |  |   | 577,956       |  
|Share purchase warrants exercised at $0.035, January 2008        |  | 1,484,563     |  |   | 51,960        |  
|Share purchase warrants exercised at $0.035, February
      2008 |  | 4,166,667     |  |   | 145,833       |  
|Commissions paid                                                 |  | -             |  |   | (391,267      | )
|Shares issued for
      consulting fees at $0.06, January 2008   |  | 500,000       |  |   | 30,000        |  
|Shares issued for consulting fees at
      $0.10, February 2008  |  | 1,800,000     |  |   | 180,000       |  
|Shares issued for
      consulting fees at $0.06, February 2008  |  | 500,000       |  |   | 30,000        |  
|Balance as of May 31, 2008                                       |  | 926,270,430   |  | $ | 93,671,823    |  

16

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 10  Stock Options and Common Stock Purchase
Warrants

(a) Stock Options

There is no Stock Option Plan adopted for fiscal year 2008 and
no options granted during the six months ended May 31, 2008.

On January 11, 2007, the Companys Board of Directors adopted
the 2007 Stock Option Plan (the 2007 Plan). The 2007 Plan authorizes the
issuance of options to purchase the Companys common stock to directors,
officers, employees, and eligible consultants. The Company reserved 25,000,000
shares of its common stock for awards to be made under the 2007 Plan. The 2007
Plan is to be administered by a committee of two or more members of the Board of
Directors. The 2007 Plan allows for the issuance of incentive stock options
(which can only be granted to employees) and non-qualified stock options. The
committee shall determine the type of option granted, the exercise price, the
option term (which may be no more than ten years), and terms and conditions of
exercisability.

On January 11, 2007, the Company granted 21,500,000 stock
options with an exercise price of $0.07 and an expiration date of January 11,
2013 under the 2007 Plan. The granted options vested immediately. As of May 31,
2008, 3,500,000 options under the 2007 Plan are available for future awards.

A summary of the change in stock options for the six month
period ended May 31, 2008 and for the fiscal year ended November 30, 2007 is as
follows:

|                              |  |                 |   |   |                  |  |  | Weighted         | 
|----------------------------- |  | --------------- | - | - | ---------------- |  |  | ---------------- | 
|                              |  | Outstanding and |   |   |                  |  |  | Average          | 
|                              |  | Exercisable     |   |   | Weighted Average |  |  | Remaining        | 
|                              |  | Options         |   |   | Excercise Price  |  |  | Contractual Life | 
|Balance, November 30, 2006    |  | 63,180,000      |   | $ | 0.07             |  |  | 4.80 years       | 
|Options granted               |  | 21,500,000      |   |   | 0.07             |  |  |                  | 
|Options exercised             |  | (12,180,000     | ) |   | 0.05             |  |  |                  | 
|Options cancelled and expired |  | -               |   |   | -                |  |  |                  | 
|                              |  |                 |   |   |                  |  |  |                  | 
|Balance, November 30, 2007    |  | 72,500,000      |   |   | 0.06             |  |  | 4.43 years       | 
|Options granted               |  | -               |   |   | -                |  |  |                  | 
|Options exercised             |  | -               |   |   | -                |  |  |                  | 
|Options cancelled and expired |  | (2,100,000      | ) |   | 0.11             |  |  |                  | 
|                              |  |                 |   |   |                  |  |  |                  | 
|Balance, May 31, 2008         |  | 70,400,000      |   | $ | 0.06             |  |  | 3.97 years       | 



17

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|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 10  Stock Options and Common Stock Purchase Warrants
(continued)

The balance of outstanding and exercisable common stock options
as at May 31, 2008 is as follows:

(a) Stock Options (continued)

Number of Options
    
    
    
    
    
    RemainingOutstanding and
    
    
    
    
    
    Contractual LifeExercisable
    
    
    Exercise Price
    
    
    (Years)500,000
    
    $
    0.060
    
    
    0.5150,000,000
    
    
    0.050
    
    
    0.51 - 4.6019,900,000
    
    
    0.070
    
    
    4.6270,400,000


Fair Value Determination

The fair value of stock options granted using the Black-Scholes
option pricing model was calculated using the following weighted average
assumptions:

|                                       |  | Six Months Ended May 31, | 
|-------------------------------------- |  | ------------------------ | 
|                                       |  | 2008                     | 
|Risk free interest rate                |  | -                        | 
|Expected volatility                    |  | -                        | 
|Expected term of stock option in years |  | -                        | 
|Expected dividend yield                |  | -                        | 
|Weighted average value per option      |  | -                        | 

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

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

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



18

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 10  Stock Options and Common Stock Purchase Warrants
(continued)

(a) Stock Options (continued)

For the six months ended May 31, 2008, there were no stock
options granted. For the six months ended May 31, 2007, 21,500,000 stock options
were granted in Q1 2007 to directors and officers as well as to employees of the
Tri-Con Group at an exercise price of $0.07 with a six year term expiring
January 11, 2013. Based on the Black-Scholes option pricing model, $734,094 of
stock based compensation was recognized and included in the statement of options
and other comprehensive income as management fees. The details are as
follows:

|                                        |  |           |  |   | Six Months Ended May 31, |  |  |            | 
|--------------------------------------- |  | --------- |  | - | ------------------------ |  |  | ---------- | 
|                                        |  |           |  |   | 2008                     |  |  |            | 
|                                        |  | Number of |  |   | Stock-based              |  |  | Number of  | 
|                                        |  | Options   |  |   | Compensation             |  |  | options    | 
|Management fees:                        |  |           |  |   |                          |  |  |            | 
|Directors and
      Officers fees       |  | -         |  | $ | -                        |  |  | 18,100,000 | 
|Tri-Con Employees management
      fees |  | -         |  |   | -                        |  |  | 3,400,000  | 
|Total                                   |  | -         |  | $ | -                        |  |  | 21,500,000 | 

(b) Common Stock Purchase Warrants

In November 2007, the Company reduced the exercise price of
16,513,024 of its common stock purchase warrants from $0.12 to $0.035 per common
share, and such warrants were exercised in December 2007.

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

In December 2007, the Company reduced the exercise price of
4,166,667 of its common share purchase warrants from $0.10 to $0.035 per common
share, and such warrants were exercised in February 2008.

In fiscal year 2006 and 2007, the Company completed private
placements resulting in the issuance of units consisting of one share of Company
restricted common stock and one half-warrant (with each whole warrant
exercisable for one share of Company restricted common stock). The warrants
referenced above were issued during such private placements. There was no value
assigned to these warrants when they were granted. The exercise price reduction
incentivized the holders to exercise the warrants, which assisted the Company in
meeting its working capital requirements. The Company received less proceeds
from these exercised warrants due to the price reductions, but the Company
believed these warrants would have been left to expire had the Company not
effected the exercise price reductions.

19

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 10  Stock Options and Common Stock Purchase Warrants
(Continued)

(b) Common Stock Purchase Warrants (continued)

A summary of the change in common stock purchase warrants for
the six month period ended May 31, 2008 and for the fiscal year ended November
30, 2007 is as follows:

|                           |  |             |   |   |                 |  |  | Weighted    | 
|-------------------------- |  | ----------- | - | - | --------------- |  |  | ----------- | 
|                           |  |             |   |   |                 |  |  | Average     | 
|                           |  |             |   |   | Weighted        |  |  | Remaining   | 
|                           |  | Outstanding |   |   | Average         |  |  | Contractual | 
|                           |  | Warrants    |   |   | Excercise Price |  |  | Life        | 
|                           |  |             |   |   |                 |  |  |             | 
|Balance, November 30, 2006 |  | 138,579,724 |   | $ | 0.098           |  |  | 0.83 years  | 
|Warrants issued            |  | 29,583,335  |   |   | 0.100           |  |  |             | 
|Warrants exercised         |  | (65,754,387 | ) |   | 0.085           |  |  |             | 
|Warrants expired           |  | (40,395,669 | ) |   | 0.100           |  |  |             | 
|                           |  |             |   |   |                 |  |  |             | 
|Balance, November 30, 2007 |  | 62,013,003  |   |   | 0.110           |  |  | 0.32 years  | 
|Warrants issued            |  | 57,849,234  |   |   | 0.070           |  |  |             | 
|Warrants exercised         |  | (22,164,254 | ) |   | 0.035           |  |  |             | 
|Warrants expired           |  | (14,432,081 | ) |   | 0.120           |  |  |             | 
|                           |  |             |   |   |                 |  |  |             | 
|Balance, May 31, 2008      |  | 83,265,902  |   | $ | 0.079           |  |  | 0.55 years  | 

The balance of outstanding and exercisable common stock
warrants as at May 31, 2008 is as follows:

Number of
    
    
    
    
    
    RemainingWarrants
    
    
    
    
    
    Contractual LifeOutstanding
    
    
    Exercise Price
    
    
    (Years)8,333,334
    
    $
    0.100
    
    
    0.2610,833,334
    
    
    0.100
    
    
    0.306,250,000
    
    
    0.100
    
    
    0.3257,849,234
    
    
    0.070
    
    
    0.59
      - 0.7183,265,902


20

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|as of May 31, 2008                                      
|(Stated In
      United States Dollars)                 

Note 11  Supplemental Cash Flow Information

|                                                                                  |   | Three Months Ended |   |   | Six Months Ended | 
|--------------------------------------------------------------------------------- | - | ------------------ | - | - | ---------------- | 
|                                                                                  |   | May 31, 2008       |   |   | May 31, 2007     | 
|                                                                                  |   | (Restated)         |   |   | (Restated)       | 
|Changes in non-cash financing and investing
      activities:                     |   |                    |   |   |                  | 
|Common shares issued for
      services                                           | $ | -                  |   | $ | 188,657          | 
|Common shares issued for subscriptions
      received                             |   | -                  |   |   | -                | 
|Mineral claims royalty payable
      changes at period-end for mineral properties |   |                    |   |   |                  | 
|Write-off equipment, cost                                                         |   | (18,000            | ) |   | -                | 
|Write-off equipment,
      accumulated depreciation                               |   | 18,000             |   |   | -                | 
|                                                                                  |   |                    |   |   |                  | 
|Other cash flow information:                                                      |   |                    |   |   |                  | 
|Interest paid                                                                     | $ | 5,527              |   | $ | 7,752            | 

Note 12  Commitments

|a) | In March 2007, the Company entered into a new seven-year
      lease expiring August 2014 for its Vancouver, British Columbia office when
      obliged to vacate its previously leased location at the expiry of the
      lease. The annual lease commitment is as
follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Years ending November 30, 2008  2011
    $
    432,887Year ending November 30, 2012
    
    125,664Year ending November 30, 2013
    
    128,439Year ending November 30, 2014
    
    74,923$
    761,913


|b) | In December 2007, the Company entered into a lease
      purchase agreement to purchase mining equipment valued at $555,385. The
      agreement required payment of $55,538 upon execution (paid), and 36 equal
      monthly payments of $13,889 commencing upon delivery. The annual
      percentage rate implicit in the lease will be the rate prevailing at the
      time of delivery.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 13  Subsequent Events

|a) | Subsequent to May 31, 2008, the Company sold gold
      inventory for net proceeds of $735,331.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|b) | In May 2008, the Company received a Cease Trade Order
      (the CTO) from the British Columbia Securities Commission (BCSC).
      Pursuant to the CTO, the Executive Director of the BCSC ordered that
      trading in the securities of the Company cease in the province of British
      Columbia, Canada, until (i) the Company satisfies certain filing
      requirements in British Columbia that are specifically set forth in the
      CTO, and (ii) the Executive Director of the BCSC issues an order revoking
      the CTO.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The CTO affects only the trading of the Companys
      securities in the province of British Columbia. The Companys securities
      may still be traded outside of British Columbia.                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company and its legal counsel are currently working
      in cooperation with the BCSC to seek revocation of the
  CTO.                                                                                                                                                                                                                                                                                                                                                                                                                     

21

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

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

I. MINING

Silverado Gold Mines Ltd. and its wholly-owned subsidiaries
Silverado Gold Mines Inc. and Silverado Green Fuel Inc. (collectively referred
to herein interchangeably as the Company or Silverado) are engaged in the
acquisition and exploration of mineral properties in the State of Alaska.
Precious metals, primarily gold, and antimony are the main interests. Silverado
has more than 35 years of experience in all aspects of the gold mining industry,
from grass-roots exploration, to state of the art mining and processing
technologies, for both lode and placer gold deposits. The primary focus is
presently on the continued exploration of the Nolan Creek Property, located 175
air miles north of Fairbanks, Alaska, where plans include exploration for both
placer and lode gold and antimony lode deposits at the Nolan Gold & Antimony
Project. The exploration activities include lode diamond drilling and trenching,
geochemical and geophysical surveys and test mining work carried out as part of
Silverados exploration programs.

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

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

22

---

As an exploration stage company, all of the properties are
presently in the exploration stage. Silverado does not have any commercially
viable reserves on any of the properties, and there is no assurance that
commercially viable mineral deposits exist on any of the mineral properties.
Further exploration will be required before a final evaluation of the
feasibility of commercial mining on any of the 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 the mineral
properties.

At the Nolan Creek Property, the nature of all deposits
encountered to date are small (4,000 to 14,000 bank cubic yards) but high grade
in nature. Although drill densities and exploration activities have resulted in
the discovery and test mining of individual placer gold deposits, the Company
has not yet identified a resource base sufficient for establishing annual
production levels over a sustained period of time. Silverado mines the deposits,
processes the gold bearing gravels and sells this gold even though the criteria
for a proven reserve has not been met. The Company may continue with test mining
of small placer gold deposits at the Nolan Creek property without establishing
that the placer gold deposits contain sustainable and commercially viable
mineral deposits. The Company is also drilling and developing a gold/antimony
lode resource on the Workmans Bench portion of the Nolan Creek Property.

II. LOW-RANK COAL WATER FUEL

Silverado has been working for six years through its
subsidiary, Silverado Green Fuel Inc. on the development of low-rank coal water
fuel (LRCWF), a non-toxic liquid fuel product derived from sub-bituminous and
lignite coal. In its finished form, LRCWF is a non-toxic, non-hazardous
environmentally friendly strategic liquid fuel. The Companys primary focus is
to perform bench-scale testing on Mississippi lignite coal. Bench-scale testing
will, among other things, provide the Company with data that may result in the
Company deciding to proceed with an independent financial analysis for building
a production facility. There is no assurance that a full independent financial
analysis will be completed or that a production facility will be constructed if
at all.

PLAN OF OPERATIONS

Managements plan of operation for the next six months is
discussed below:

I. MINING

1. NOLAN CREEK PROPERTY - Lode and Placer
Exploration

During the first three months of our fiscal year, exploration
concentrated on the Workmans Bench gold and antimony mineralized zones on our
Nolan Property. During December 2007 and January 2008, the Company drove an
exploration tunnel totaling 553 feet into the Workman's Bench mineralized zones
to intersect the gold bearing antimony-quartz vein systems. During this first
phase underground exploration program, numerous quartz and antimony-quartz veins
were exposed. To date three main mineralized zones have been identified through
the correlations between the underground observations with the drill intercepts
from the 2007 Workman's Bench drilling program. The Workman's Bench mineralized
zones have been confirmed over a strike length of 600 feet and are open
laterally and at depth. During the second three months the Company enlarged its
drill capacity to handle NQ core (i.e.. a larger and heavier drill core
sample) to obtain a larger and more representative sample of the mineralized
intercepts on the Workmans Bench stibnite/gold mineralized zone. Gold and
antimony grades will be released on completion of a National Instrument 43-101
technical report, which is currently being prepared for filing with the British
Columbia Securities Commission and is expected to be filed within the third
quarter of 2008. Further metallurgical beneficiation and microprobe tests are
being performed on these samples to determine the crushing size necessary to
liberate the stibnite from its minor quartz constituent and to liberate native gold from the
stibnite, the location of which was determined by polished section and thin
section work.

23

---

The Company is currently operating under multi-year (2008 
2010) Bureau of Land Management (BLM) approved Plan of Operations that
authorizes the collection of a bulk sample of mineralized vein material. Work
under this plan is anticipated to lead to the construction of an initial 150
ton/day gravity and water concentrator to process the bulk sample. Larger-scale
year round operations are concurrently under planning and analysis, and
preliminary discussions have begun with the BLM on this subject. Further,
proposals for environmental background sampling waste rock acid-base accounting
(ABA), and other lead permitting work is being solicited from qualified
third-party consultants as part of the two to three-year effort to secure a
revised BLM Plan of Operations that would enable the Company to place Nolan in a
high rate of year round lode production.

There is no assurance that a commercially viable mineral
deposit exists at this time on the Nolan Creek property. Further exploration
will be required before a final evaluation as to the economic and legal
feasibility of mining this property is determined. Although the results to date
are extremely encouraging, at this point there is no assurance that further
exploration will result in a determination that a commercially viable mineral
deposit exists on the property. Towards that end, a preliminary assessment is
being conducted on the Workmans Bench portion of the property.

Further to the Company's geological, geochemical and
geophysical discoveries from the 2007 exploration season, the Company is
following-up exploration at the Nolan Creek gold/antimony lode properties and
gold placer resource areas within the Nolan Creek Gold Project. This follow-up
exploration program is further defining and assessing lode gold and antimony
occurrences at the Nolan Creek Project. The Companys follow-up lode exploration
work is increasing our geological, geochemical and geophysical knowledge on the
Solomon Shear Zone, the Fortress Zone, and other lode gold/antimony occurrences
on the property, and is ascertaining whether or not they have economic
potential.

Continued drilling is being conducted on the Workman's Bench
portion of the Solomon Shear Zone to determine whether or not we can proceed
with confidence to additional test mining, and eventually to commercial mining.

In the next six months, Silverado plans to spend the majority
of its approximate $1,600,000 project budget for 2008 activities involved in
Nolan Creek lode exploration. This work will concentrate on the continued
drilling and assessment of the Workmans Bench gold/antimony deposit with the
intent to place it into test production as soon as possible. If present funds
are insufficient to place this project into test production, additional funds
would be needed to complete the project.

2. HAMMOND PROPERTY

Annual rentals have been paid to keep the mining claims in good
standing.

This property will require additional funding to continue its
development. At present there is no plan to work on this property. If funding is
acquired, there is no guarantee that a commercial gold-bearing placer deposit
will be developed. If a gold bearing deposit is developed, additional funding
will be required to mine the deposit, and until a feasibility study is
completed, there is no guarantee that the deposit will be profitable to
mine.

3. EAGLE CREEK PROPERTY

The Number One Vein on this property was the lode quartz gold
structure that was historically mined commercially for antimony.

24

---

Annual assessment work will be carried out on the property to
keep the mining claims in good standing. Assessment work will be focused on the
northwest part of the claim block, where drilling and trenching has defined an
intrusive host rock, thought to be a sill, containing low grade gold, silver and
antimony mineralization. Otherwise, no work is presently planned for this
property.

The Company has determined it is appropriate to expend its
funds for the foreseeable future on the Nolan Project as it presents the best
opportunity to initiate steady cash returns.

4. ESTER DOME PROPERTY

Proposals are being solicited from qualified third-party
consultants to engage in the engineering design of the closure of the former
Grant Mine mill tailings pond. Contract award is anticipated to take place
during the third quarter of this year and design work is expected to be
completed by the close of the fall of 2008. This tailings pond, currently filled
to capacity, will be capped and decommissioned after the final approval of the
tailings pond closure plan is gained from local and state regulatory
agencies.

Furthermore, with respect to other areas on this property,
several large scale projects have been proposed over the past ten years and
remain warranted, but for the time being the Company has determined it is
appropriate to expend its funds for the foreseeable future on the Nolan Creek
Project as it presents the best opportunity to initiate steady cash returns.

Further exploration will be required before a final evaluation
as to the economic and legal feasibility of mining the Nolan Creek or any of
Silverados properties is determined. There is no assurance that further
exploration will result in a determination that a commercially viable mineral
deposit exists on any of Silverados mineral properties.

II. LOW-RANK COAL WATER FUEL PROJECT

The Memorandum of Understanding (MOU) dated December 18, 2006
among Silverado Green Fuel Inc., the State of Mississippi as represented by the
Mississippi Development Authority, Choctaw Country Board of Supervisors, and the
Choctaw Country Economic Development District, remains in place. No steps have
been taken to proceed with building the LRCWF demonstration facility
contemplated under the MOU as the Company is not currently pursuing the
construction of a demonstration facility in Mississippi. If the Company
determines, upon completion of a successful independent financial analysis, that
the construction of such facility is commercially viable, the Company may seek
an extension of the MOU to discuss the construction of a commercial facility. As
discussed below, there is no assurance that a full independent financial
analysis will be completed.

The Company has developed preliminary commercial models based
on various assumptions and estimates for the construction of commercial
production facilities and the cost of producing LRCWF using locally-mined coal
purchased from third parties. Estimated production costs may vary significantly,
as LRCWF production is dependent, among other factors, on coal quality, coal
price and location of the proposed commercial facility.

Whether the Company proceeds with the construction of a
commercial production facility is dependent on the completion of a successful
financial analysis with respect to a particular location and utilizing a
particular type of coal as an input. With respect to Mississippi lignite coal,
the Company anticipates spending approximately US$300,000 during the current
fiscal year on bench-scale testing. Bench-scale testing will, among other
things, provide the Company with data that may result in the Company deciding to
proceed with an independent financial analysis for building a production
facility. There is no assurance that a full independent financial analysis will be completed.

25

---

Upon the successful completion of an independent financial
analysis, the Company may determine that construction of a commercial production
facility would be economically viable. However, proceeding with the construction
of such a facility will be dependent on several factors including (i)
determining the size and location of the facility, (ii) acquiring land and
transportation infrastructure, (iii) obtaining necessary permitting, (iv)
obtaining a long term supply agreement for coal, and (v) obtaining sufficient
financing. The Company's business venture into LRCWF is at a very early stage
and is subject to a high degree of risk. There is no assurance that the Company
will succeed in obtaining government or private funding for this project or that
a commercial facility based on a particular financial analysis will be
constructed at all. The Company may pursue other initiatives including joint
ventures, divestiture and licensing/royalty arrangements.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies (the policies we believe are
most important to the presentation of our financial statements and require the
most difficult, subjective and complex judgments) are outlined in our notes to
the financial statements above.

26

---

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 and our
internal control over financial reporting as of May 31, 2008. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Garry L. Anselmo. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures and our internal control over
financial reporting are effective to ensure, among other things, that the
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated, recorded, processed, communicated, and
reported within the time periods specified by the rules and forms of the
Securities and Exchange Commission.

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

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

During the six months ended May 31, 2008, there were no changes
that had a material effect on, or are reasonably likely to affect, our internal
control over financial reporting.

27

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding, nor
is the Companys property the subject of any pending legal proceeding. The
Company also is not aware of any proceeding that a governmental authority is
contemplating.

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

The Company has not sold any unregistered securities during the
period covered by this report other than those previously reported on a Current
Report on Form 8-K and filed with the Securities and Exchange Commission.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

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

None.

ITEM 5. OTHER INFORMATION

None.

28

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ITEM 6. EXHIBITS

|Number  | Description of Exhibit                                                                                                                                                                              
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1     | Articles of Incorporation
        of the Company (1)                                                                                                                                                
|3.2     | Amendment to Articles of Incorporation
        of the Company (2)                                                                                                                                   
|3.3     | Altered Memorandum
        of the Company (3)                                                                                                                                                       
|3.4     | Amendment to Articles of Incorporation
        of the Company (7)                                                                                                                                   
|4.1     | Share certificate
        representing common shares of the capital of the Company (1)                                                                                                              
|10.1    | Agreement for Conditional Purchase
        and Sale of Mining Property between the Company and Roger C. Burggraf
        dated October 6, 1978  Grant Mine Property (1)                            
|10.2    | Agreement for
        Conditional Purchase and Sale of Mining Property between the Company and
        Paul Barelka, Donald May and Mark Thoennes dated May 12, 1979  St.
        Paul Property (1)
|10.3    | Lease of Mining Claims with Option
        to Purchase between the Company and Alaska Mining Company, Inc. dated
        February 3, 1995  Hammond Property (4)                                    
|10.4    | Change of Control
        Agreement between the Company and Garry L. Anselmo dated May, 1995(6)                                                                                                     
|10.5    | 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)                                                                                            
|10.1    | 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   | Form of Warrant
        Exercise Agreement between the Company and certain of the selling security
        holders (8)                                                                              
|10.13   | Form of Delay Agreement between
        the Company and certain of the Selling Shareholders (8)                                                                                                     
|10.14   | 2006 Stock Option
        Plan (10)                                                                                                                                                                 
|10.15   | 2006-II Stock Option Plan (11)                                                                                                                                                                      
|10.16   | 2007 Stock Option
        Plan (12)                                                                                                                                                                 
|10.17   | Shared Well Agreement between
        the Company and Sukakpak, Inc., dated May 17, 2007 (13)                                                                                                       
|10.18   | 2007-1 Equity
        Compensation Plan (14)                                                                                                                                                        
|10.19 * | Lease Agreement between the Company
    and TA Properties (Canada) Ltd., dated March 30, 2007                                                                                                       
|14.1    | Code of Ethics
        (9)                                                                                                                                                                          
|31.1 *  | Certification
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                     
|31.2 *  | Certification
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                     
|32.1 *  | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002                                                              
|32.2 *  | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002                                                              
|99.1    | Recorded Documents Relating to
        Federal and State Mining Claims (15)                                                                                                                         
|        |                                                                                                                                                                                                     
|(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.                                                                                                

29

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|(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 Current Report on
      Form 8-K filed on June 13, 2003.                                           
|(8)  | Filed as an exhibit to the Companys Registration
      Statement on Form SB-2 filed on May 19, 2004.                                   
|(9)  | Filed as an exhibit to the Companys Quarterly Report on
      Form 10-QSB filed on July 15, 2004.                                      
|(10) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on April 11, 2006.                                  
|(11) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on March 31, 2006.                                  
|(12) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on February 20, 2007.                               
|(13) | Filed as an exhibit to the Companys Annual Report on
      Form 10-KSB for the year ended November 30, 2007.                           
|(14) | Filed as an exhibit to the Companys Registration
      Statement on Form S-8 filed on September 7, 2007.                               
|(15) | Filed as an exhibit to the Companys Amendment No. 1 to
      its Annual Report on Form 10-KSB for the year ended November 30,
    2007.
|     | * Filed herewith.                                                                                                                       

30

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                           | SILVERADO GOLD MINES LTD.                      
|-------------------------- | -----------------------------------------------
|                           |                                                
|                           |                                                
|**DATE: January 21, 2009** | */s/ Garry L. Anselmo*                         
|                           | Garry L. Anselmo                               
|                           | President, Chief Executive Officer (Principal  
|                           | Executive Officer), and Chief Financial Officer
|                           | (Principal Financial and Accounting Officer)   

31

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