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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
  20549

FORM 10-KSB/A

Amendment No. 1

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

For the fiscal year ended: November 30, 2007

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 IN ITS CHARTER)

|British Columbia, Canada                         | 98-0045034                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|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

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, no par value.

|Title of each class        | Name of each exchange on which registered
|-------------------------- | -----------------------------------------
|Common Stock, no par value | None                                     

Check whether the issuer is not required to file reports
  pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

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 if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B contained in this form, and no disclosure will be
  contained, to the best of registrants knowledge, in definitive proxy or
  information statements incorporated by reference in Part III of this Form 10-KSB
  or any amendment to this Form 10-KSB. [ ]

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

State issuers revenues for its most recent fiscal year: $0

The aggregate market value of the voting and non-voting common
  equity held by non-affiliates computed by reference to the price at which the
  common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days: $58,663,794 as of
  February 21, 2008.

The number of shares outstanding of each of the issuers classes
  of common equity, as of the latest practicable date: 926,270,430 common shares,
  no par value, outstanding as of February 21, 2008.

Documents Incorporated By Reference: None.

Transitional Small Business Disclosure Format (check one): Yes [
  ] No [X]

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EXPLANATORY NOTE

Silverado Gold Mines Ltd. is filing this Amendment No. 1 to its
  Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission
  (SEC) on February 28, 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.

PART 1

ITEM 1. DESCRIPTION OF BUSINESS.

FORWARD-LOOKING STATEMENTS

The information in this Amendment No. 1 to the Annual Report on
  Form 10-KSB contains forward-looking statements within the meaning of Section
  27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
  Exchange Act of 1934, as amended. These forward-looking statements involve risks
  and uncertainties, including statements regarding our capital needs, business
  plans and expectations. Such forward-looking statements involve risks and
  uncertainties regarding the market price of gold, availability of funds,
  government regulations, common share prices, operating costs, capital costs,
  outcomes of test mining activities and other factors. Forward-looking statements
  are made, without limitation, in relation to operating plans, property
  exploration activities, including test mining activities, availability of funds,
  environmental reclamation, operating costs and permit acquisition. Any
  statements contained herein that are not statements of historical facts may be
  deemed to be forward-looking statements. In some cases, you can identify
  forward-looking statements by terminology such as may, will, should,
    expect, plan, intend, anticipate, believe, estimate,
      predict, potential, or continue, and the negative of such terms
  or other comparable terminology. Actual events or results may differ materially.
  In evaluating these statements, you should consider various factors, including
  the risks outlined below, and, from time to time, in other reports we file with
  the SEC. These factors may cause our actual results to differ materially from
  any forward-looking statement. We disclaim any obligation to publicly update
  these statements, or disclose any difference between its actual results and
  those reflected in these statements. The information constitutes forward-looking
  statements within the meaning of the Private Securities Litigation Reform Act of
  1995. Given these uncertainties, readers are cautioned not to place undue
  reliance on such forward-looking statements.

INTRODUCTION

Silverado Gold Mines Ltd. (Silverado or the Company) is
  engaged in the acquisition and exploration of mineral properties in the State of
  Alaska, through its wholly-owned subsidiary, Silverado Gold Mines Inc., and in
  the development of a liquid fuel derived from low-rank coal through its other
  wholly-owned subsidiary, Silverado Green Fuel, Inc.

Silverado has committed over three decades of work to the
  exploration, development and test mining of gold properties throughout North
  America. In the mid-1980s, the Company decided to focus its efforts in Alaska.
  We have extensive experience in geological, geochemical and geophysical
  exploration techniques. Our mineral holdings are located in the Fairbanks Mining
  District and in the Koyukuk Mining District, consisting of both lode and placer
  mining claims. At the present time, our primary focus is the exploration and
  development of our Nolan Gold Project and our Hammond property located 175 miles
  north of Fairbanks, Alaska. We are also continuing with exploration activities
  on our Eagle Creek Property and our Ester Dome Project, which are both located
  in the Fairbanks Mining District.

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

CORPORATE ORGANIZATION

Silverado Gold Mines Ltd. was incorporated under the laws of
  British Columbia, Canada in June 1963. Silverado operates in the United States
  through its wholly owned subsidiaries, Silverado Gold Mines Inc., (incorporated
  May 29, 1981) and Silverado Green Fuel Inc. (incorporated August 14, 2006). We
  filed a transition application and notice of articles with the British Columbia
  Registrar of Companies on April 20, 2004 in order to replace our former
  memorandum adopted under the British Columbia Company Act and to alter our current articles to the extent necessary to ensure
  compliance with the British Columbia Business Corporations Act (the BC Business
  Corporations Act). The BC Business Corporations Act came into force in British
  Columbia on March 29, 2004 and replaced the former British Columbia Company Act.
  The transition notice and notice of articles was filed under the BC Business
  Corporations Act that requires any British Columbia company incorporated under
  the former British Columbia Company Act to effect transition under the BC
  Business Corporations Act by filing with the British Columbia Registrar of
  Companies a transition application and notice of articles within two years
  following the coming into force of the BC Business Corporations Act.

1

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Our exploration activities are managed and conducted by
  affiliated companies, Tri-Con Mining Ltd. (Tri-Con) and Tri-Con Mining Inc.,
  pursuant to written operating agreements. Each of Tri-Con, and Tri-Con Mining
  Inc. are privately-owned corporations controlled by Garry L. Anselmo, who is our
  president, chief executive officer, chief financial officer, and the chairman of
  our board of directors.

MINERAL EXPLORATION BUSINESS

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

We hold interests in the following four groups of mineral
  properties in Alaska:

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

A description of our operations with respect to each of these
  mineral properties is as follows:

1 Nolan Gold Project

The Nolan Gold Project consists of two areas of exploration and
  development. The Nolan Placer Gold project involves exploration and development
  of gold occurring in placer deposits such as stream channels or ancient remnants
  of placer gold deposits. The second part of the project is the Nolan Lode Gold
  Project. The lode gold project consists of exploration work designed to locate
  bedrock structures or formations of bedrock which host gold and antimony
  mineralization. The two facets of the Nolan Gold Project, complement each other,
  as every stone or pebble in a placer deposit is a piece of rock eroded from some
  near or distant bedrock formation, each gold nugget or grain of gold in a placer
  deposit was originally part of a bedrock formation or structure with lode gold
  mineralization. The search for a lode source is unraveling the sequences of
  events that caused a placer deposit to form. During 2007, we removed scrap
  materials and sealed the Swede Channel and Marys East portals as part of our
  reclamation obligations with the Bureau of Land Management. During 2008, we will
  continue to work on our reclamation obligations with the Bureau of Land
  Management.

1.1 Swede Channel and Marys East bulk sampling projects

The Swede Channel Placer Gold Deposit (Swede Channel)
  is a glacial drainage perched several hundred feet above the Nolan Creek Valley.
  During the ice age, a glacial event caused the Swede Gulch to rapidly erode a
  deep, narrow water channel across earlier gold bearing river gravel deposits.
  Erosion and transportation caused the gold bearing gravel to be re-concentrated
  due to removal of the lighter gangue minerals, while much of the heavier gold,
  along with boulders and coarse gravel common to a high energy drainage
  environment, was deposited to the Swede Channel. Subsequent post glacial uplift
  and erosion has established the present topography including the perched Swede
  Channel location on the westerly flank of Smith Dome, and overlain by up to 100
  feet of overburden making it an unidentifiable surface topographic
  expression.

The Marys East Placer Gold Deposit (Marys East) is
  located a few hundred yards northeast of the Swede Channel and directly east of
  Marys Bench Placer Gold Deposit. Unlike the gold concentrations in the Swede
  Channel, the placer gold in Marys East is concentrated in landslide material
  that was deposited onto a bedrock shelf during the ice age.

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

2

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1.1.1 Swede Channel and Marys East 2007 Work

During the winter of 2006, Silverado re-opened the Swede portal
  and continued with its underground exploration and development program on the
  remaining sections of the Swede Channel until its completion by the middle of
  January 2007. A total of 8,963 loose cubic yards (LCY) of gravel material was
  stockpiled from the remaining Swede Channel.

In early January 2007, crews installed a portal into Marys
  East, and began an underground drift into the Marys East deposit. The Marys
  East project was completed at the end of March 2007 and 9,357 LCY of gravel
  material was stockpiled from this project.

The 2006-2007 winter stockpile contained 18,320 LCY (Swede
  Channel and Marys East combined) of gravel material, and was processed from
  June through July of 2007 at the existing sluice plant location, yielding
  2,811.74 troy ounces of gold nugget gold and over 207 pounds of concentrate that
  contained gold particles smaller than 1⁄4 inch in size. The fine concentrate
  yielded 915.06 troy ounces of gold (30% gold), which when combined with 2811.74
  troy ounces of nugget gold recovered in 2007 totals 3726.80 troy ounces. Also,
  the fine concentrates yielded 65.10 troy ounces of silver or 2.15% silver.

The Swede channel and Marys East portals were both sealed
  after completion of the underground bulk sampling projects. Both sites were
  reclaimed in summer 2007 as required by the Bureau of Land Management.

1.2 Nolan Gold Project Exploration

1.2.1 Nolan Placer Gold Exploration

During March and April 2007, placer gold exploration focused on
  drilling along the left limit of Nolan Creek to explore both north and south of
  the Marys East and Swede Channel deposits. Further placer drilling was carried
  out within the area between the Marys East/Swede Channel Deposits and the
  Topnotch Prospect. A total of 130 drill holes were completed during that
  drilling program with a total drill footage of 6,005 feet. Out of the 130 drill
  holes, 54 show the presence of gold. 3 drill holes showed sample intervals with
  gold values above the cut-off grade of 0.04 troy ounces per bank cubic yard
  (toz/BYCD) determined for underground bulk sampling (see table below).

Drill Hole Number
      From (ft)
      To (ft)
      Sample Length (ft)
      Gold toz /BCYD07MB34
      20
      25
      5
      0.0507MB65
      40
      45
      5
      0.0607MB66
      40
      45
      5
      0.30


The 2007 placer drilling program discovered an entirely new
  zone of placer gold which has been named Jack London Bench. Jack London Bench is
  located 200 feet north-east of and 50 feet above the Marys East Bench.

RC drilling is the principal exploration method used by
  Silverado in the identification of placer gold deposits. All placer drilling in
  2007 was performed by a contractor using 6 inch diameter drill rods. Placer
  drill samples were collected in 5 foot intervals (industry standard).

1.2.2 Nolan Placer Gold Exploration 2008 Work Plan

The Company intends to carry out more placer drilling on Jack
  London Bench and other benches along the left limit of Nolan Creek in 2008. The
  drilling will be performed by a drill contractor. All of the targets are well
  above the elevation of Nolan Creek.

The Company also intends to carry out placer drilling in the
  Workmans Bench area, located near the confluence of Smith and Nolan Creek.
  Workmans Bench was mined on a small scale during 1999-2000.

Budget projections for this project are detailed under the
  section Projected Annual Budget for 2008. There is no assurance a commercially
  viable placer gold deposit will be developed as a result of this drilling.

1.3 Nolan Lode Gold Exploration

1.3.1 Nolan Lode Gold Exploration

During 2007, exploration for a lode gold and antimony deposit
  on the Companys Nolan property focused on the Nolan Creek area within the
  Solomon Shear Zone and the Fortress area. The Solomon Shear Zone is a five mile
  long gold and antimony bearing shear zone, which is a possible source of placer gold in the Nolan
  valley drainages, and bench deposits such as Swede Channel, Marys East Bench,
  Marys Bench, Eureka Bench, and Workmans Bench.

3

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The 2007 lode exploration program consisted of extensive ground
  geochemical soil surveys and ground geophysical very low frequency
  electromagnetic (VLF-EM) surveys, extensive backhoe trenching and a first
  phase diamond core drilling program to follow up on the significant results
  achieved by backhoe trenching.

1.3.1.1 Nolan Creek Area

In May, June, and July, the Company undertook an extensive
  geochemical soil sampling campaign on the lower Smith Creek Dome hillside
  between Archibald Creek and Smith Creek (the Hillside), and south of Smith
  Creek in the lower western part of Midnight Dome. A total of 695 soil samples
  were collected during the campaign on a 196.85 x 98.43 foot grid. Assay results
  of the soil sampling campaign show a distinct arsenic and antimony anomalous
  trend on the eastern part of the Solomon Shear trend. Arsenic anomalies are
  strong indicators for the presence of gold.

Along with the soil sampling campaign, Silverado conducted an
  extensive VLF-EM ground geophysical survey (18.02 line miles) on the lower Smith
  Creek Dome hillside between Archibald Creek and Smith Creek, and south of Smith
  Creek in the lower western part of Midnight Dome, to identify structures such as
  shear zones, faults, and veins that occur within the bedrock. The VLF-EM survey
  identified structural trends in the Solomon Shear Zone that are overlain by
  arsenic, antimony, and gold in soil anomalies.

In June, July, and August, the Company undertook backhoe
  trenching on Pringle Bench and Workmans Bench. This program was followed up by
  a first phase diamond core drilling program.

1.3.1.2 Pringle Bench

Pringle Bench represents an area 500 feet wide by 700 feet long
  and consists of a series of sub parallel gold bearing antimony-quartz veins.

In 2007, the Company followed up on the significant results
  achieved on Pringle Bench in 2006 and excavated six additional trenches,
  totaling 1296 feet, to further investigate the gold bearing antimony-quartz
  veins previously identified in 2006. A total of 153 combined continuous chip and
  select chip rock samples were collected. Continuous chip samples were collected
  over a defined length along the trench walls and, therefore, are representative
  for a specific trench interval. Continuous chip samples do contain sample
  material of mineralized veins if those occur within the sample interval. Select
  samples were collected from individual quartz and stibnite-quartz veins exposed
  in the trenches and, therefore, their assays represent the individual veins
  sampled.

The following table presents significant 2007 trench assay
  results for Pringle Bench:

Trench GSample Number
      Sample Type
      Sample Length (ft)
      Au (toz/ton)
      Sb (%)07G11
      Continuous chip
      16.40
      0.01
      4.3107G17
      Select chip
      0.07
      0.05
      24.6007G18
      Select chip
      0.07
      0.08
      0.1507G19
      Select
        chip
      0.16
      0.13
      0.04


Trench HSample Number
      Sample Type
      Sample Length (ft)
      Au (toz/ton)
      Sb (%)07H02
      Continuous chip
      16.40
      0.02
      2.6207H03
      Continuous chip
      16.40
      5.22
      8.7407H06
      Continuous chip
      0.07
      0.11
      27.6207H11
      Select chip
      0.03
      0.12
      0.0307H12
      Continuous chip
      6.56
      0.07
      0.0807H13
      Select
        chip
      0.03
      0.36
      0.80


Trench ISample Number
      Sample Type
      **Sample Length** (ft)
      Au (toz/ton)
      Sb (%)07I11
      Continuous chip
      8.20
      0.00
      1.11


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07I12
      Continuous chip
      8.20
      0.03
      11.0607I13
      Select
        chip
      3.28
      0.03
      18.2207I14
      Continuous chip
      8.20
      0.06
      5.0707I15
      Select
        chip
      1.97
      0.23
      26.2307I19
      Continuous chip
      8.20
      0.03
      3.1607I20
      Select
        chip
      1.31
      0.04
      30.0307I23
      Continuous chip
      8.20
      0.03
      6.0207I24
      Select
        chip
      5.91
      0.03
      30.3507I28
      Continuous chip
      8.20
      0.01
      0.8807I29
      Select
        chip
      0.66
      0.04
      22.9207I32
      Continuous chip
      8.20
      0.04
      0.5107I33
      Select
        chip
      1.64
      0.12
      11.7807I39
      Continuous chip
      8.20
      0.03
      1.7607I45
      Continuous chip
      8.20
      0.00
      1.3007I46
      Select
        chip
      0.16
      0.05
      5.9007I58
      Continuous chip
      8.20
      0.01
      2.7807I59
      Select
        chip
      0.16
      0.02
      48.0707I65
      Continuous chip
      8.20
      0.01
      11.8607I66
      Select
        chip
      0.26
      0.01
      59.5207I72
      Continuous chip
      8.20
      0.01
      3.8707I73
      Select
        chip
      0.10
      0.06
      27.5907I75
      Continuous chip
      8.20
      0.01
      11.8007I76
      Select
        chip
      0.13
      0.01
      64.7607I78
      Select
        chip
      3.28
      0.01
      0.42


Trench KSample Number
      Sample Type
      **Sample Length** (ft)
      Au (toz/ton)
      Sb (%)07K05
      Continuous chip
      6.56
      0.13
      3.7507K06
      Select chip
      0.33
      0.28
      11.74


Trench MSample Number
      Sample Type
      **Sample Length** (ft)
      Au (toz/ton)
      Sb (%)07M08
      Continuous chip
      6.56
      0.03
      13.8707M09
      Select chip
      0.03
      0.01
      0.8307M10
      Select chip
      0.33
      0.05
      45.0907M11
      Select chip
      0.03
      0.07
      7.1207M12
      Select chip
      0.16
      0.13
      32.7907M13
      Continuous chip
      6.56
      BDL
      35.1107M14
      Select chip
      0.07
      0.01
      5.3407M15
      Select chip
      0.07
      0.02
      9.5307M16
      Select chip
      0.07
      0.03
      9.3307M17
      Continuous chip
      13.12
      0.02
      1.4507M18
      Select chip
      0.03
      0.07
      4.48


It should be noted that Trench H revealed a 16.4 ft interval
  (sample number 07H03) with an erratic gold grade. The Company instructed ALS
  Chemex to re-assay the pulp of the specific sample which confirmed the previous
  gold value. The Company also decided to re-sample Trench H. Re-sampling did not
  reproduce the grades of the previous sampling campaign, but confirmed the
  presence of gold and antimony mineralization. The stibnite-quartz veins in the
  Nolan area are known to contain coarse gold which can result in a nugget
  effect when assayed.

Following up on the encouraging results achieved by backhoe
  trenching, the Company started a first phase drilling program at Pringle Bench
  at the end of August 2007 using its own diamond core drill rig. Eleven drill
  holes were drilled on Pringle Bench totaling 2,415 feet. The core drilling program was designed to check for
  down-dip continuity of the gold bearing antimony-quartz vein systems in the
  zones identified thus far. The core drilling confirmed the presence of stibnite
  (antimony) and quartz veins at varying depths.

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As of November 30, 2007, assay results from the Pringle Bench
  drilling program were still pending. 1.3.1.3 Workmans Bench Workmans Bench is
  located near the confluence of Smith and Nolan Creek.

In July 2007, the Company excavated one trench in the old
  Workmans Bench pit with a total length of 125 feet. This trench exposed the
  largest antimony veins discovered in the Nolan Creek area to that date. A total
  of 15 continuous chip samples were collected from Trench J.

The following table presents significant 2007 trench assay
  results for Workmans Bench:

Trench J (Workman's Bench)Sample Number
      Sample Type
      Sample Length (ft)
      Au (toz/ton)
      Sb (%)0704WT
      Continuous chip
      8.20
      0.00
      1.700710WT
      Continuous chip
      8.20
      0.00
      30.300711WT
      Continuous chip
      8.20
      0.01
      1.720712WT
      Continuous chip
      8.20
      0.04
      11.700713WT
      Continuous chip
      8.20
      0.12
      29.300714WT
      Continuous chip
      8.20
      0.02
      2.560715WT
      Continuous chip
      9.84
      0.02
      14.05


A first phase exploration drilling program on Workmans Bench
  using the Companys own diamond core drill rig started at the end of August 2007
  and ended on October 23, 2007 due to weather conditions. Seven drill holes were
  drilled totaling 2,140 feet. This drilling program was designed to check for
  down-dip continuity of the gold bearing antimony-quartz veins previously
  discovered. Visual observation of the drill core had identified the presence of
  many antimony-quartz and quartz veins. The majority of these veins were found to
  be contained in an 80 foot wide zone.

At the end of November 2007, the Company started to drive a
  tunnel into the Workmans Bench mineralized zone to intersect the 80 feet wide
  zone that contains the gold bearing antimony-quartz veins. The Company intends
  to collect a bulk sample from the mineralized zone for metallurgical test work.
  The underground exposure of the mineralized zone will play an important key role
  for the Company in obtaining a better understanding of the nature of the
  structurally controlled gold and antimony mineralization in the Solomon Shear
  Zone. This will significantly support Silverados exploration strategy.

1.3.1.4 Fortress Area

The Fortress area is located 2 miles northeast of Nolan camp
  and north of Smith Creek Dome. This area exposes several outcropping northwest
  striking quartz veins, some of which contain significant gold mineralization.
  The Company investigated the Fortress area in late summer 2007 and collected
  several quartz vein samples and confirmed anomalous gold concentrations in vein
  samples.

Based on the encouraging results, the Company conducted a
  VLF-EM ground geophysical survey (9.33 line miles) along with a ground
  geochemical soil survey over the central part of the Fortress area. A total of
  290 soil samples were collected on a regular grid during the campaign.
  Interpretation of the VLF-EM survey data by the Company revealed two east-west
  trending fault zones that are overlain by arsenic and gold in soil anomalies. A
  combination of soil survey results, ground geophysical data, and surface geology
  suggest to Silverado that formation of northwest-trending gold-bearing quartz
  veins may be controlled by east-trending deformational zones.

The VLF-EM ground geophysical survey along with the ground
  geochemical soil survey conducted in the Fortress area, confirmed the presence
  of the gold-bearing antimony quartz vein system on the Saddle, as part of the
  Solomon Shear trend, in the southern part of the Fortress area. Interpretation
  of the VLF-EM survey data by the Company revealed two northeast trending
  deformation zones of which the southern deformation zone is overlain by antimony
  and arsenic in soil anomalies.

6

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1.3.2 Nolan Lode Gold Exploration 2008 Work Plan

During 2008, lode exploration work will consist ground
  geochemical soil sampling, VLF-EM ground geophysical surveying, trenching and
  drilling in the five mile long gold and antimony mineralization containing
  Solomon Shear Zone and the gold mineralization containing Fortress area.

Hillside: A minimum of eight trenches will be excavated
  to expose the underlying bedrock in areas which have yielded encouraging results
  from geologic, geochemical and geophysical investigations. The trenches will be
  mapped and sampled in detail. This information will be integrated and useful in
  the selection targets for lode exploration drilling. Once trenching sample data
  has been analyzed and integrated with existing data, a series of drill holes
  will be drilled to identify bedrock structures and any associated mineralized
  bedrock formations. A minimum of 20 drill holes are planned for the hillside.
  Drilling will be performed with the companys own diamond core drill rig.

Pringle Bench: A minimum of two trenches and minimum of
  20 diamond core drill holes are planned for the Pringle Bench area to further
  investigate the gold bearing antimony-quartz vein systems in the three zones
  identified so far. Pringle Bench represents an area 500 feet wide by 700 feet
  long. Drilling will be performed with the companys own diamond core drill rig.

Workmans Bench: A minimum of 20 diamond core drill
  holes are planned for the Workmans Bench area to further investigate the gold
  bearing antimony-quartz vein systems in the mineralized zone identified so far.
  It is further planned to continue tunneling into the Workmans Bench mineralized
  zone to intersect the 80 foot wide zone that contains the gold bearing
  antimony-quartz veins. The Company intends to collect a bulk sample from the
  mineralized zone for metallurgical test work. The underground exposure of the
  mineralized zone will play an important key role for the Company in obtaining a
  better understanding of the nature of the structurally controlled gold and
  antimony mineralization in the Solomon Shear Zone. This will significantly
  support Silverados exploration strategy.

Fortress Area: More geochemical soil sampling along with
  a VLF-EM ground geophysical survey is planned for the Fortress area. The Company
  also plans to excavate a minimum of three trenches and plans to drill a minimum
  of 10 drill holes to investigate the two east-west trending fault zones that are
  overlain by strong arsenic and gold in soil anomalies, which are up to over
  1,500 feet in length.

All primary sample preparation from both lode and placer
  mineral exploration programs at Nolan Creek was conducted by professional
  geologists employed by Silverado. All work completed on behalf of Silverado was
  completed by or under the supervision of a contractor of Silverado. Officers,
  directors, and associates of Silverado were not involved in sample preparation.
  Independent, off-site analytical laboratories completed additional sample
  preparation of samples from the lode-style deposits.

Analysis of placer samples is performed on-site by Silverado
  contractors. Analysis of lode-style deposit samples (core, percussion, trench,
  and underground channel) is performed by independent, off-site laboratories.

Sample Collection, Sample Preparation, and Analytical
  Procedures

Samples from placer deposits are analyzed in their entirety
  (i.e., no sub-sampling) to minimize potential bias from sub-sampling of material
  with such a large proportion of gold nuggets. The primary sample is processed
  through a gravity separation technique at the drill rig to separate gold nugget,
  fine gold, and heavy minerals from the host gangue material. A systematic
  procedure was developed by Tri-Con Mining geological staff for the collection
  and preparation of percussion drill hole samples. The sample is emitted from the
  drill and immediately submitted to a drill-mounted cyclone to dissipate the
  sample velocity, and then passed through a Jones splitter. The split sample is
  then processed through a Denver Gold Saver. The oversize exits the revolving
  drum screen to a picking plate where +1⁄4 inch nuggets are hand-picked. The  1⁄4
  inch undersize reports to a Teflon lateral action sluice and the resultant heavy
  mineral concentrate is hand-panned. The gold in the concentrate is then picked
  with tweezers. The remaining fine heavy concentrate is treated with amalgamation
  and the resultant gold bead is weighed along with the hand-picked gold with a
  Champ electronic balance.

The Company judges that the combined weight of the hand-picked
  gold and the fine gold represents most of the gold in the sampled interval.
  Since there will always be some loss of gold during this analytical procedure,
  the gold grade in the sample is not likely to be overstated.

Silverado conducted volume measurements of samples collected
  during 2003 and 2004 drilling programs. Results of these measurements showed
  that a 5 foot sample from the Nolan Deep Channel averaged 14.80 gallons, whereas
  a 5 foot sample from the Marys East Bench deposit averaged 19.20 gallons. The
  Nolan Deep Channel deposits contain significant amounts of silt, sand, and clay,
  whereas the left limit bench deposits such as those at Marys East are much
  coarser grained. Determination of volumetric measurements results in a more
  accurate estimate of gold grade in the placer deposit. Hence, each placer
  deposit has been volume-characterized by Silverado contractors during
  exploration.

Sample grades for placer deposits are expressed as gold content
  per bank volume of material where bank volume is the in situ volume of material.
  To calculate the bank volume the sample volume must be factored using a
  predefined swell factor that quantifies how much the volume of the sample increases as a result of
  extraction. The weight of the gold extracted from the sample (the method of
  recovery which was described previously) is divided by the bank volume of the
  sample to determine the grade of the sample expressed in oz/cu yd Au.

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Two methods are traditionally used by Silverado to estimate
  gold grades in a placer resource. One method is to calculate the amount of gold
  present in a bank cubic yard or ounces gold/cubic yard. When all of the values
  are on or near the bedrock-gravel interface, an alternative method of estimating
  gold quantities in a placer deposit is the amount of gold present on one square
  foot of surface area on bedrock, known as a bedrock square foot or bsf. Since
  most of the placer gold in the Nolan Deep Channel and in left limit benches are
  bedrock placers, some Silverado geologists have expressed gold values in
  exploration drill programs in bsf. This value varies with the thickness of
  auriferous materials both above and below the bedrock-gravel interface.
  Silverado has established conversion factors for converting ounces gold/bsf to
  ounces gold/cubic yard, which systematically varied from valley floor and bench
  deposits. All drill hole grade data is expressed in ounces gold per cubic yard.
  Sample recovery calculations have been implemented by Silverado geological
  staff.

The bsf method was used by the old time miners on the
  property as the steep bedrock terrain created extreme variables in vertical pay
  sections laying on bedrock, varying from one to fifteen feet thick. Therefore,
  cubic yard measurements could be misleading in estimating and measuring a
  deposit. Measuring deposits in valley bottoms or large bench areas allowed
  accurate calculations for those areas using the volumetric (i.e., bcy) method.

Diamond core samples are split in half on-site by Silverado
  personnel using a core saw. Half of the core is submitted to external
  laboratories for analysis and half is retained on site. Samples from RC drilling
  are split with a splitter and surface samples are split by contracted laboratory
  personnel.

ALS Chemex of Vancouver, Canada, an ISO 9001:2000 accredited
  laboratory, has analyzed most of the Silverado sample stream from lode-style
  deposits. More recently, Alaska Assay Laboratories LLC of Fairbanks, Alaska, an
  ANS/ISO/IEC Standard 17035:2005 accredited laboratory, has been used by
  Silverado for analytical work. Both laboratories produce a coarse split from
  which a finely ground material to 150 mesh is analyzed. The pulverized material
  and the coarse reject are stored by the laboratories for possible re-analysis.

Trench and drill core samples submitted to ALS Chemex are
  analyzed by the following methods: ME-MS41 (41 multi element), Au-AA23 (fire
  assay gold to 5 ppb level), and Sb-AA65 (> 1% antimony or referred to as ore
  grade antimony). Soil samples shipped to ALS Chemex are analyzed for the same
  packages with the exception of the ore grade antimony or Sb-AA65.

Samples submitted to Alaska Assay Laboratories LLC were
  analyzed using the following methods: Au-30 element (multi-element), fire assay
  AA for gold and silver, and ICP-4A (ore-grade antimony). The packages from each
  laboratory are roughly comparable in both elemental suite and analytical
  methods.

Quality Control and Quality Assurance

Quality control and quality assurance (QA/QC) is routinely
  performed by Silverado exploration contractors. Standards have been obtained
  from Shea Clark Smith, a geochemist based in Tucson, Arizona that supplies
  standards for mining companies. For core intervals intersecting vein zones, two
  standards and one blank are randomly inserted in batches of twenty (20) sample
  intervals. One standard contains 0.174 oz/ton gold. The other standard contains
  0.261 oz/ton gold. For core penetrating mainly wall rock zones, one standard and
  one blank are randomly inserted into batches of twenty (20) samples, with the
  standard used containing 0.174 oz/ton gold.

Core recovery is checked in every box coming off the drill rig.
  During 2008, Silverado's geological contractors have reported that core recovery
  is averaging 95% since the exploration drilling switched to NQ core. Silverado
  contractors have competently prepared samples analysis and dispatch to external
  laboratories.

Sample security is maintained by geological contractors.
  Samples are stored in a secure trailer at Nolan Camp. Individual samples are
  composited into larger rice bags and sealed with plastic tape. Samples are then
  transported by contractors to the ALS Chemex preparation laboratory in
  Fairbanks, Alaska.

The analytical package selected from external assay
  laboratories reflects the need to: obtain precise antimony and gold values,
  obtain information on trace metals such as bismuth, lead, arsenic, cadmium, and
  selenium, and to seek to understand background levels of other elements for
  environmental monitoring reasons. Because Silverado is evaluating the lode
  resources of the area for potential development, it is useful for Silverado to
  take a broad look at the elemental suite present in the affected environment in
  order to better design an environmental monitoring program. Data from Workmans
  Bench shows Ca values as high as 17.50 percent. This may indicate a high CaCO3
  content of some sample intervals.

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In addition, marketability issues are being addressed. Some
  metals are considered to be deleterious in antimony purchases. For example, most
  antimony smelters will not accept material that exceeds 0.5% combined lead and
  arsenic. Smaller amounts of selenium and bismuth also pose potential limitations
  and may invoke smelter penalties. Hence a broader suite of elemental information
  has been acquired during the exploration of what is basically an
  antimony-gold-arsenic system.

Budget projections for this project are detailed under the
  section Projected Annual Budget for 2008.

There is no assurance that a commercially viable lode gold
  bearing mineral deposit exists on the Nolan Gold Project. Further exploration
  will be required before sufficient information is available to determine the
  presence of a lode gold deposit at Nolan. Even if a lode gold occurrence exists
  on the property, there is no assurance that it would be economically feasible as
  an ore deposit.

2 Ester Dome Property

2.1 Ester Dome Property 2007 Work

The properties comprising our Ester Dome gold project are
  discussed in detail under the heading Description of Properties in this annual
  report. In recent years, all exploration trenches were backfilled, stabilized,
  and seeded to resist surface erosion. Annual assessment work for 2008 was
  completed and all claim rental payments were made to maintain the property in
  good standing. Fairbanks North Star Borough 2007 taxes were paid on the mill
  facility and mine facilities in the sum of $8,535.42.

2.2 Ester Dome Property 2008 Work Plan

During 2008, we plan to continue work toward completion of the
  closure of the Grant Mill Tailings Pond. This pond, which is filled to capacity
  with tailings, will be capped and decommissioned after a final approval of the
  tailings pond closure plan is received from the Alaska Department of
  Environmental Conservation (ADEC). We also plan to continue reclamation work
  on our Ester Dome holdings during 2008.

Several large-scale projects have been proposed over the past
  ten years, but shelved either as a result of poor market conditions or due to
  internal decisions to favor shifting financial and manpower resources to the
  Nolan Project. One project that remains under consideration is environmentally
  friendly bio-degradable urea heap leaching of crushed and agglomerated gold ore
  after coarse gold has been recovered from the crushed ore by conventional
  gravity and water methods. A second project that continues under study involves
  mining of the O'Dea structure by underground methods. All past mining stopped at
  the 200 foot level of the workings, which is just above the water table. Close
  spaced diamond drilling between the 200 foot and 1,000 foot levels prove the
  existence of several significant high grade ore shoots within the ODea breccia
  zone.

3 Hammond Property

3.1 Hammond Property 2007 Work

The placer claims comprising our Hammond property are discussed
  in detail under the heading Description of Properties in this annual report.
  During 2007, rental payments were made to keep the mining claims in good
  standing.

3.2 Hammond Property 2008 Work Plan

RC placer drilling in 1995 and 2006 identified a channel
  containing placer gold that extends for a length of over 1,800 feet. The
  channel, named the Slisco Channel, remains open to the southeast and there is
  evidence of one or more tributary channels that remain to be explored in the
  near future. Within the Slisco Channel, the placer gold occurs on bedrock and on
  a second horizon about 20 feet above the bedrock channel.

The higher placer gold values in both pay layers are located
  within the left limit of the Slisco Channel. In addition to the encouraging
  drill results to date, the potential of extending the channel to the southeast
  plus the possibility of discovering gold bearing tributary channels, make this a
  prospect for additional discoveries. During the summer of 2008, a series of
  drill holes will be completed to explore for the extension of the Slisco Channel
  to the south. Presently, it has been traced for 1,800 feet. The drill program
  will also seek to define any gold bearing tributaries to the Slisco Channel.

This project may require the Company to secure additional
  funding. Even if funding is acquired, there is no guarantee that a commercial
  gold bearing placer deposit will be developed. Even if a gold bearing deposit is
  developed, additional funding will be required to mine the deposit, and until a
  feasibility study is completed, there is no guarantee that the deposit will be
  profitable to mine.

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4 Eagle Creek Property

The properties comprising our Eagle Creek property are
  discussed in detail under the heading Description of Properties in this annual
  report. During 2007, annual assessment work was completed on the property, and
  rental payments were made to keep the mining claims in good standing.

4.1 Eagle Creek Property 2008 Work Plan

During 2008, annual assessment work will be completed on the
  property to keep the mining claims in good standing. Assessment work will be
  focused on the northwest part of the claim block, where drilling and trenching
  has defined an intrusive host rock, thought to be a sill, containing low grade
  gold, silver and antimony mineralization. If funding permits, the company will
  design a trenching and drilling program to further investigate the gold and
  byproduct mineral distribution of the intrusive. Additional work which includes
  trenching and drilling will also be completed on the Number One Vein. The Number
  One Vein was the lode quartz gold structure which has been mined commercially
  for antimony. The drilling will be performed by a drill contractor.

Completing the 2008 work plan will be contingent on available
  funding. Even if funding becomes available, there is no assurance that a
  commercial gold-silver-antimony deposit will be defined. A commercially viable
  economic mineral deposit has not been defined on the property, and there is no
  assurance that a commercially viable economic mineral deposit exists on the
  property.

2008 Exploration Budget

Projected Annual Budget for Fiscal Year 2008

Nolan Gold Project

|Drilling and Exploration Program - Nolan
      Gold Project | $ | 3,000,000 | 
|----------------------------------------------------------- | - | --------- | 
|Underground mining Program - Nolan Gold Project             |   | 2,000,000 | 
|Total Costs for the Nolan Gold Project                      |   | 5,000,000 | 
|Total Costs for the Eagle Creek Project                     |   | 500,000   | 
|                                                            |   |           | 
|Total Costs for the Ester Dome Project                      |   | 500,000   | 
|Total Costs for the Hammond Project                         |   | 50,000    | 
|Administration  All Projects                               |   | 500,000   | 
|Total Budget All Projects                                   | $ | 6,550,000 | 

Completion of all of the projects described in the 2008 work
  plan may be contingent on additional funding. There is no assurance that
  additional funding, if required, will be obtained. Even if the additional
  funding is obtained, there is no assurance that a commercial ore deposit will be
  developed. Revenues from any anticipated gold sales may be insufficient to cover
  the costs of the gold recovery.

LOW-RANK COAL-WATER FUEL BUSINESS

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

We entered the fuel sector in 2000 by forming a new Fuel
  Technology division which operates out of Fairbanks, Alaska. This division of
  the business is operated by our wholly owned subsidiary, Silverado Green Fuel
  Inc., under the supervision of Dr. Warrack Willson, Vice-President of Fuel
  Technology. The fuel product is called low-rank coal-water fuel (LRCWF or Green
  Fuel), which is a low-cost, non-toxic, non-hazardous alternative to oil fuels
  used in commercial boilers for the production of electricity and industrial
  heat. As a liquid fuel Green Fuel enjoys all the benefits of liquid handling and
  storage, Green Fuel allows coal to be used sight unseen and is made from coal,
  Americas most abundant fossil energy resource. This fuel is produced by the
  fine grinding of low-rank coal, and subsequent hydrothermal treatment of the
  finely ground coal particles. Hydrothermal treatment (HT) is an advanced
  technology, featuring moderate temperature/pressure, non-evaporative treatment
  or hot water drying, which irreversibly removes most of the inherent moisture
  from low-rank coal and allows the formulation of commercially viable LRCWFs. HT
  is similar in many respects to pressure cooking, and the product retains all of
  the desirable combustion characteristics of low-rank coal. When Green Fuel is
  injected into a boiler, the particles ignite and burn rapidly, which leads to
  little or no boiler de-rating when substituted for oil. We believe that demand
  for the Green Fuel and its production and utilization technology exists because
  of the high cost of oil and the desire for economical alternatives to oil that
  are environmentally friendly.

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On December 18, 2006, Silverado Green Fuel Inc. announced the
  signing of a Memorandum of Understanding (MOU) between Choctaw County, the
  Choctaw County Economic Development District, the Mississippi Development
  Authority (MDA) and Silverado Green Fuel Inc. The MOU is an agreement to build
  the countrys first Low-Rank Coal-Water fuel commercial demonstration plant at
  the Red Hills Ecoplex just outside of Ackerman, MS. It is anticipated that the
  $26 million Silverado Green Fuel Demonstration Project will be located on a
  14-acre site, and is being designed to utilize the state's vast supply of
  low-rank coal reserves by converting them into green fuel, a new form of
  coal-based, environmentally friendly, low-cost, alternative fuel.

Under the terms of the MOU, Choctaw County Economic Development
  District will provide Silverado Green Fuel Inc. a 14 acre site at the Ecoplex.
  Choctaw County will clear the site in preparation for construction. The County
  has also agreed to construct the plant facility building based on Silverados
  specifications. The MDA will provide for the infrastructure through a series of
  grants. Silverado Green Fuel Inc. will provide the proprietary technology
  developed by Dr. Warrack Willson. Silverado will run the facility, which is
  expected to produce hundreds of jobs during the construction phase and 45
  permanent jobs.

During late May of 2007, Silverado environmental staff met in a
  pre-permitting meeting with representatives of the Mississippi Department of
  Environmental Quality (MDEQ). At that meeting all the various sections of MDEQ
  that would be involved in the permitting of the Green Fuel industrial process
  were present, representatives of these sections were assigned to our project,
  and the lead MDEQ regulator that will serve as our point-of-contact was
  designated.

As we await full funding of the project, preliminary work on
  aspects of the various permits involved will continue during fiscal 2008. The
  development of an Environmental Management System (EMS) that was initiated in
  2007 upon the signing of the MOU will also continue during fiscal 2008.
  Silverado has also agreed to fund a study by the University of Alaska Fairbanks
  of the chemical and physical characteristics of Mississippi lignite coal, and it
  is anticipated that that study will commence during fiscal 2008.

GOVERNMENT REGULATION

Silverado and its subsidiaries collectively own (or partially
  own), lease, and/or hold purchase options on numerous federal and state placer
  and lode mining claims on the Nolan, Slisco, Eagle, and Ester properties, all of
  which are located in Alaska. These 801 total claims consist of: (i) 672 federal
  mining claims, comprised of 228 federal placer claims and 444 federal lode
  claims, and (ii) 129 state mining claims (the state of Alaska does not
  distinguish between placer and lode rights within each state mining claim).

The Companys interests with respect to each specific property
  are currently as follows:

o      Nolan - Silverado is the sole
  owner of 204 federal placer mining claims and 407 federal lode mining
  claims.

o      Slisco  Silverado leases 24
  federal placer mining claims and 36 federal lode mining claims from Alaska
  Mining Company, Inc.

o      Eagle  Silverado has an equal
  (50%) ownership interest in 77 state mining claims with Kathleen King.

o      Ester  Silverado is party to
  an agreement for the conditional purchase of 22 state mining claims from Paul I.
  Barelka, Donald J. May, and Mark Thoennes; Silverado leases 1 federal lode
  mining claim and 4 state mining claims from Gilbert Dobbs; and Silverado is
  party to an agreement for the conditional purchase of 26 state mining claims
  from Roger C. Burggraf.

Attached hereto as Exhibit 99.1 are copies of various recorded
  documents relating to the 801 total claims, including Evidence of Maintenance
  Fees Paid For Federal Mining Claims, Affidavits of Annual Labor for Mining, and
  State Claim Rental Receipts, which collectively contain claim ownership
  information such as BLM serial numbers, claim names, state serial numbers, and
  legal descriptions.

The following is a brief description, in accordance with
  paragraph (b)(2) of Industry Guide 7, of the title, claim, lease, and/or option
  instruments under which Silverado and its subsidiaries have or will have the
  right to hold or operate its properties, the conditions which must be met in
  order to obtain or retain such properties, and the expiration dates of any
  leases or options, as well as certain other material terms:

Lease Of Mining Claims With Option To Purchase - The Slisco
  Property

Pursuant to that certain Lease Of Mining Claims With Option To
  Purchase, effective December 14, 1994, as amended on July 5, 1996 and on August
  21, 1996 (the Lease), Silverado leased certain unpatented placer mining claims
  and lode mining claims recorded in Fairbanks, Alaska (collectively, Claims),
  and obtained an option to purchase such Claims, from Alaska Mining Company, Inc.
  (ALMINCO).

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The Lease had an initial term of five years, but has been extended on a year-to-year basis on the same terms and will be in good standing for as long as the covenants in the Lease remain satisfied.

Silverado materially covenanted to (i) perform certain work and make certain expenditures on the Claims; (ii) obtain all licenses, permits, and bonds required by law; (iii) timely complete all required annual assessment work required for the Claims;
  (iv) pay the rents due to the United States on the Claims each year; (v) maintain adequate workers compensation insurance; (vi) indemnify ALMINCO for all losses and injuries not due to its own negligence; (vii) carry public liability insurance of at
  least $500,000 and name ALMINCO as an additional insured; (viii) indemnify ALMINCO for any liabilities or fines assessed by local, state, or federal governmental agencies that result from Silverados operations, actions, or omissions; (ix)
  refrain from pledging the Lease as security for any debt or to allow any liens to remain effective against the Lease or the Claims; and (x) refrain from assigning the Lease for the benefit of creditors or to seek protection from creditors under
  applicable bankruptcy laws.

The Lease obliges Silverado to make royalty payments equal to 10% of gross production from certain of the Claims each year, as well as minimum royalty payments of $20,000 on the first anniversary of the Lease, $40,000 on the second
  anniversary, and $80,000 on each of the third and subsequent anniversaries of the Lease.

During the initial term, Silverado had an option to purchase the placer claims for $500,000 less royalty payments and an option to purchase the lode claims for $300,000, each subject to applicable price adjustments.  Silverado has an option
  to purchase certain additional lode claims for $5,000,000.

Under the Lease, Silverado may cure any default relating to required royalty payments within thirty (30) days following notice of such default from ALMINCO, after which time ALMINCO may terminate the Lease if such default has not been cured. ALMINCO
  may not terminate the Lease for any other default for so long as Silverado is diligently attempting to cure such default.

Lease and Purchase Agreement (King) - The Eagle Property

Silverado has an equal (50%) ownership interest in 77 state mining claims with Kathleen King (King). Silverado will acquire a full (100%) ownership interest in such state mining claims upon the payment of an additional $48,000 to
  King in installments of $5,000 per year.

Agreement For Conditional Purchase And Sale Of Mining Property (May et. al.) - The Ester Property

Silverado is party to an Agreement For Conditional Purchase And Sale Of Mining Property (the 1979 Agreement), dated May 12, 1979, with Donald J. May, Paul I. Barelka, and Mark Thoennes (collectively, the Sellers) pursuant to
  which Silverado agreed to conditionally purchase certain unpatented lode mining claims located in Fairbanks, Alaska (the 1979 Claims), including all other then-owned and after-acquired mining claims or interests in mining claims within
  one mile of any portion of the 1979 Claims, from the Sellers.

The term of the 1979 Agreement commenced on the date Silverado took possession of the 1979 Claims and will expire upon the earlier of (i) the purchase price therefor being paid in full, or (ii) a default remaining uncured for more than sixty (60)
  days after the date of the written notice of such default.

Title to the 1979 Claims will vest in Silverado upon its payment in full of the purchase price of $2,000,000. The purchase price is payable at 15% of net profits (as such term is defined in the 1979 Agreement) per year, adjusted for inflation,
  calculated on a quarterly basis, and payable within sixty (60) days of the end of each calendar quarter. Upon full payoff of the purchase price, the Sellers will be entitled to a royalty payment in the form of a carried interest of 3% of net profits
  from Silverados operations until production on the 1979 Claims is permanently terminated.

Under the 1979 Agreement, Silverado also covenanted to: (i) perform annual assessment work beginning with the assessment year ending September 1, 1980; (ii) refrain from permitting any liens or levies to be placed against the 1979 Claims, and timely
  pay any taxes imposed on the 1979 Claims, each until such time title is conveyed to Silverado; (iii) indemnify the Sellers from any claims arising from Silverados operations and conditions on the 1979 Claims arising after the date of
  possession; and (iv) obtain and maintain adequate insurance.

In the event of default, the Sellers must provide written notice to cure to Silverado. If Silverado fails to cure such default within sixty (60) days after the date of such notice, the non-defaulting partys remedy is to arbitrate the issue in
  accordance with the terms of the 1979 Agreement.

Exploration And Mining Lease - The Ester Property

Silverado and Gilbert Dobbs (Dobbs) entered into an Exploration And Mining Lease (Dobbs Lease), dated November 6, 1984, as amended on August 4, 1996, pursuant to which Silverado leased from Dobbs three federal lode mining
  claims in Fairbanks, Alaska known as the Moose Claim (BLM F061722), the Rosie Claim (BLM F061724), and the Brandy Claim (BLM F061725) (collectively, the Dobbs Claims), and all exploration, mining, and water rights associated
  therewith.

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The Dobbs Lease had an initial term of ten (10) years, with automatic renewals for additional five (5) year terms to take effect beginning on November 6, 1999 and every fifth year thereafter if, at the commencement of each renewal period, the Dobbs
  Lease remains in good standing and Silverado pays US $10,000 to Dobbs.

In order for the Dobbs Lease to remain in good standing and for each renewal to take effect, Silverado must make royalty payments equal to 15% of the net profits (as such term is defined in the Dobbs Lease) derived from its operations on the Dobbs
  Claims. Such payments are due within sixty (60) days after the end of each calendar quarter. Once Silverado has paid $1,500,000 in aggregate royalty payments to Dobbs, subsequent royalty payments will be reduced to 3% of net profits derived from
  operations on the Dobbs Claims.

Furthermore, Silverado must (i) perform annual assessment work beginning with the assessment year ending September 1, 1985; (ii) expend at least $1,500 per year on the Dobbs Claims until the $1,500,000 threshold is met (with such
  expenditures to be credited toward meeting such threshold); (iii) refrain from permitting any liens or levies to be placed against the Dobbs Claims, and timely pay any taxes imposed on the Dobbs Claims; (iv) indemnify Dobbs from any claims arising
  from Silverados operations and conditions on the Dobbs Claims arising after the date of possession; and (v) obtain and maintain adequate insurance.

In the event of default, the non-defaulting party must provide written notice to cure to the defaulting party. If the defaulting party fails to cure such default within sixty (60) days after the date of such notice, the non-defaulting partys
  remedy is to arbitrate the issue in accordance with the terms of the Dobbs Lease.

Agreement For Conditional Purchase And Sale Of Mining Property (Burggraf) - The Ester Property

Silverado is party to an Agreement For Conditional Purchase And Sale Of Mining Property (the 1978 Agreement), dated October 6, 1978, with Roger C. Burggraf (Burggraf) pursuant to which Silverado agreed to conditionally
  purchase six unpatented lode mining claims located in Fairbanks, Alaska (the 1978 Claims), including all other subsequently located or acquired claims and interests in mining property within two miles of any portion of the 1978 Claims,
  from Burggraf. The 1978 Claims are identified as: Irishman No.1, Roosevelt, Banjo, ODea, White Rock Lode, and D. and Z.

The term of the 1978 Agreement commenced on the date Silverado took possession of the 1978 Claims and will continue until the earlier of (i) the purchase price therefor being paid in full, (ii) a default by Silverado remaining uncured for more than
  sixty (60) days after the date of the written notice of such default, or (iii) Silverado providing sixty (60) days notice of termination to Burggraf.

Title to the 1978 Claims will vest in Silverado upon its payment in full of the purchase price of $2,000,000. The purchase price is payable at 15% of net profits (as such term is defined in the 1978 Agreement) per year, calculated on a quarterly
  basis, and payable within sixty (60) days of the end of each calendar quarter. The 1978 Agreement also called for Silverado to issue an aggregate of 100,000 shares of its common stock to Burggraf over the course of four (4) years from the date
  thereof. Once Silverado pays the purchase price in full to Burggraf, it will be obligated to make royalty payments equal to 3% of net profits derived from its operations on the 1978 Claims until production is terminated. Furthermore, if any
  agreement is reached with a third party concerning properties owned by such third party within two miles of any portion of the 1978 Claims, Burggraf will be entitled to royalty payments equal to 2% of net profits derived from Silverados
  operations on the 1978 Claims Silverado is also obligated to (i) perform annual assessment work beginning with the assessment year ending September 1, 1979; (ii) expend up to $15,000 per year on the 1978 Claims until the $2,000,000 purchase
  price is paid (with such expenditures to be credited toward Silverados payment of the purchase price); (iii) refrain from permitting any liens or levies to be placed against the 1978 Claims, and timely pay any taxes imposed thereon; (iv)
  indemnify Burggraf from any claims arising from Silverados operations and conditions on the 1978 Claims arising after the date of possession; and (v) obtain and maintain adequate insurance.

In the event of default, the non-defaulting party must provide written notice to cure to the defaulting party. If the defaulting party fails to cure such default within sixty (60) days after the date of such notice, the non-defaulting partys
  remedy is to arbitrate the issue in accordance with the terms of the 1978 Agreement.

The maximum size of a federal placer mining claim is 20 acres, and the maximum size of a federal lode mining claim is 20.7 acres. The maximum size of a state of Alaska mining claim is 40 acres.  Given the occasional necessity of forming "fractional"
  mining claims to infill between properties or to account for staking or survey errors, and using these maximum sizes, we estimate that Silverado either owns or leases a total of approximately 8,400 acres of federal lode claims, 4,050 acres of
  federal placer claims, and 5,125 acres of state mining claims.

COMPETITION

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have
  greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development
  of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral
  properties of greater quality and interest to prospective investors who may
  finance additional exploration. This competition could adversely impact on our
  ability to finance further exploration and to achieve the financing necessary
  for us to develop our mineral properties.

13

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EMPLOYEES

We do not have any employees. Our operating and administrative
  activities are carried out through our agreement with the Tri-Con Mining Group.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have spent the following amounts on research and development
  activities during the past two fiscal years:

|                         |   | December 1, 2006     |  |   | December 1, 2005     | 
|------------------------ | - | -------------------- |  | - | -------------------- | 
|                         |   | to November 30, 2007 |  |   | to November 30, 2006 | 
|Research and Development |   |                      |  |   |                      | 
|Expenditures:            | $ | 34,313               |  | $ | 129,698              | 

Research and development activities were primarily attributable
  to the pursuit of the development of our Green Fuel business. During 2004 and
  2005, the majority of the research and development costs attributable to the
  low-rank coal-water fuel technology related to further technical work on the
  fuel creation temperature and the preparation of a United States grant
  application.

ENFORCEABILITY OF CIVIL LIABILITIES

Our headquarters are located in, and our officers and directors
  are residents of, Canada. Further, some of our assets are, or may be, located
  outside the United States. Accordingly, it may be difficult for investors to
  effect service of process within the United States on us or our officers and
  directors, or to enforce against them judgments obtained in United States courts
  predicated upon the civil liability provisions of the United States federal
  securities laws. There is also uncertainty as to both an investors ability to
  enforce, in an appropriate foreign court, judgments of United States courts
  based upon the civil liability provisions of the United States federal
  securities laws, and an investors ability to bring an original action in an
  appropriate foreign court to enforce liabilities against us or any person based
  upon the United States federal securities laws. If investors have questions with
  respect to these issues, they should seek the advice of their legal counsel.

ITEM 1A. RISK FACTORS

We face risks in completing our exploration plans and
  achieving revenues. The following risks are material risks that we face. If any
  of these risks occur, our business, our ability to achieve revenues, our ability
  to produce gold, our operating results and our financial condition could be
  seriously harmed.

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

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

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

We had working capital of $1,759,774 as of November 30, 2007.
  We did not report revenues in our last three fiscal years ended November 30,
  2007, 2006 or 2005. Our plan of operations calls for expenditures of a minimum
  of $6,550,000 to be incurred by us over the next twelve months in order to
  continue our mining exploration activities at the Nolan Gold, Ester Dome, Eagle
  Creek and Hammond Projects. While we will apply proceeds from gold sales
  generated from our test mining activities to cover our exploration expenditures,
  we anticipate that proceeds from gold sales over the next twelve months may not
  exceed our projected expenditures during this period with the result that we
  will require substantial financing in order for us to pursue our plan of
  operations. If we do not achieve the necessary financing, then we will not be able to
  proceed with our planned exploration activities, including our planned test
  mining activities, and our financial condition, business prospects and results
  of operations will be materially adversely affected.

14

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

Our activities at the Nolan Gold Project are in the exploration
  stage. While we have undertaken test mining activities at the Nolan Gold Project
  as part of our exploration programs, we have not yet established a commercially
  viable operation on our Nolan Gold Project. Further, we have historically
  attempted to mine the placer gold deposits at the Nolan Gold Project without
  obtaining sufficient drilling and sampling information to meet data density
  standards commonly used by commercial-sized placer mining companies. We may
  continue with test mining activities at the Nolan Gold Project without
  establishing that the placer deposits contain commercially viable mineral
  deposits. As we may proceed with these activities without first establishing
  that the placer deposits contain commercially viable mineral deposits, there is
  no assurance that we will recover quantities of gold that will enable us to
  achieve sales of gold that will exceed our costs of recovering the gold. In this
  event, our costs of exploration will exceed any amount recovered from test
  mining activities that we carry out as part of our exploration program on the
  Nolan Gold Project.

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

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

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

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

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

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

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

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

15

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

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

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

Mineral exploration activities, including test mining
  activities, involve many risks that even a combination of experience, knowledge
  and careful evaluation may not be able to overcome.

Operations that we undertake will be subject to all the hazards
  and risks normally incidental to exploration, test mining and recovery of gold
  and other metals, any of which could result in work stoppages, damage to
  property and possible environmental damage. The nature of these risks are such
  that liabilities might result in us being forced to incur significant costs that
  could have a material adverse effect on our financial condition and business
  prospects.

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

This annual report discusses our mineral resources in
  accordance with Canadian National Instrument 43-101, as discussed under the
  section of this annual report entitled Description of Properties.
  Resources are classified as measured resources, indicated resources
  and inferred resources under NI 43-101. However, U.S. investors are
  cautioned that the United States Securities and Exchange Commission does not
  recognize these resource classifications. There is no assurance that any of our
  mineral resources will be converted into reserves under the disclosure standards
  of the United States Securities and Exchange Commission. Further, inferred
    resources have a great amount of uncertainty as to their existence, and
  economic and legal feasibility. It cannot be assumed that all or any part of an
  inferred mineral resource will ever be upgraded to a higher category. Under
  Canadian rules, estimates of inferred mineral resources may not form the basis
  of feasibility or pre-feasibility studies, except in rare cases. Investors are
  cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

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

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

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

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

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

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

16

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

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

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

Our business venture into the low rank coal water fuel technology business is at a very early stage and is subject to a high risk of failure. The low rank coal water fuel technology has not been proven by us to be a commercially viable fuel
  alternative. In order to establish commercial viability, we will have to undertake the construction and operation of the contemplated demonstration facility. The construction and three year operation of the demonstration facility would cost
  approximately $26 million. Even if the demonstration facility were constructed and operational, there is no assurance that the commercial viability of this process would be established or that we would be able to expand the facility into a
  commercially viable operation or to generate revenues from this technology. We are pursuing funding from the United States federal and state governments and from private sources to fund the construction of the demonstration facility. There is no
  assurance that we will succeed in obtaining government or private funding for this project. Even if funding is obtained and the demonstration facility constructed, there is no assurance that we would be able to generate profits or revenues from the
  operation of the demonstration facility.

ITEM 2. DESCRIPTION OF PROPERTY

Our head office is located at Suite 1820, 1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3. These premises are comprised of approximately 4,752 square feet and are leased for a term expiring in July 2014.

Our four groups of mineral properties located in Alaska are described below. This disclosure incorporates the results of a technical report prepared by J.W. Murton and Associates, J.W. Murton P. Eng. in accordance with the requirements of Canadian
  National Instrument 43-101  Standards of Disclosure for Mineral Projects (NI 43-101). Mr. Murton is a qualified person under NI 43-101 who is independent of Silverado. This technical report is referred to
  as the B.C. Technical Report. The Company has filed the B.C. Technical Report with the British Columbia Securities Commission. Investors may view the B.C. Technical Report at the SEDAR web site at www.sedar.com.

The B.C. Technical Report provides disclosure regarding Silverados Alaska properties in accordance with NI 43-101. U.S. Investors are cautioned that the United States Securities Commission does not recognize the terms indicated
  resources and inferred resources, as more particularly discussed below.

NOLAN GOLD PROJECT

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

1. Location and Access

The properties comprising our Nolan Gold Project are located approximately 8 miles west of Wiseman, and 175 air miles north of Fairbanks, Alaska in the foothills of the Brooks Range, in an area known as the Koyukuk Mining District.

The Nolan Gold Project is accessible by the Elliott and the Dalton Highways, about 280 road miles north of Fairbanks Alaska. An all weather road connects Nolan Creek to the Dalton Highway and is suitable year-round for semi-tractors loaded with fuel
  and equipment. Air transportation is available by several
  commercial carriers on two daily flights to Coldfoot, Alaska, about 15 miles
  south-southeast of Nolan.

17

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A map illustrating the location and access to the Nolan Gold
  Project is provided below:

1

2. Ownership Interest

The Nolan properties are comprised of four non-continuous
  groups of federal unpatented mining claims. There has been no legal survey on
  any of the claims. These groups of properties are described as follows:

(a) Nolan Gold Project Placer Property

Silverado owns 204 federal placer mining claims on the Nolan
  Gold Project. Over the years Silverado has conducted operations on this property
  entitled: the Nolan Deep Channel, Smith Creek, Thomsons Pup, Marys Bench,
  Swede Channel, Marys East, Archibald Creek, Marys East, Workman's Bench, Upper
  Nolan Creek, Dolney Bench, West Block, "3B1" on Nolan Creek, and Eureka Bench,
  et al. The main block of contiguous Nolan Placer claims cover approximately 6
  square miles of creeks and fluvial terraces and uplands.

Of these claims, the Thomsons Pup claims consist of 6
  unpatented federal placer claims registered in the name of Silverado Green Fuel.
  Our ownership in these claims is subject to a royalty of 3% of net profits on
  80% of production payable to Frank Figlinski and Lyle R. Carlson.

18

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(b) Nolan Lode

The Nolan Lode claims are comprised of 407 unpatented federal
  lode claims. A claim staking program added 242 of these claims during 2006, and
  95 more during 2007. Ownership of these federal lode claims is in the name of
  Silverado Gold Mines Inc. This area encompasses approximately 11 square
  miles.

3. History of Operations

Placer mining on Nolan Creek and its tributaries was first
  recorded at about the turn of the last century. During the ensuing years and up
  to 1942, recoveries of approximately 120,000 oz. of placer gold were reported.
  This gold is well known for its coarse size and high fineness. The early miners
  mined Nolan Creek and its left limit tributaries, particularly Fay, Archibald
  and Smith creeks by surface methods on the upper areas and by underground
  methods in the lower reaches of the creeks when overburden became too deep.
  Shafts are found throughout these areas.

We first began acquiring placer claims on Nolan Creek in 1979.
  The following table summarizes gold production and gold recoveries by year from
  the Nolan properties since 1980.

YEAR
      STATUS OF OPERATIONS
      NATURE OF OPERATIONS
      LOCATION
      BCY MINED
      Tr.Oz. GOLD RECOVERED
      RECOVERED GRADE OZ/BCY (Bank Cubic Yards)1980-88
      Test Mining 
        During 
        Exploration
      Surface 
        Operations
      Archibald / 
        Fay Creek
      40,000est
      2,400 *
      0.060est1993
      Production
      Surface 
        Operations
      Thompson 
        Pup
      33,800
      1,304
      0.0381994
      Production
      Underground 
        Operations
      Marys 
        Bench 
        Underground
      16,143
      2,697
      0.1671994
      Production
      Surface 
        Operations
      Eureka 
        Bench Open 
        Cut
      29,300
      5,733
      0.1961995
      Production
      Surface 
        Operations
      Phase 3 
        Open Cut
      22,285
      2,394
      0.1071995
      Production
      Underground 
        Operations
      3B1 
        Underground
      12,991
      1,006
      0.077


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YEAR
      STATUS OF OPERATIONS
      NATURE OF OPERATIONS
      LOCATION
      BCY MINED
      Tr.Oz. GOLD RECOVERED
      RECOVERED GRADE OZ/BCY (Bank Cubic Yards)1995
      Production
      Surface 
        Operations
      West Block 
        Open Cut
      18,988
      1,305
      0.0691995
      Production
      Surface 
        Operations
      Marys 
        Bench 
        hydraulic
      600
      27
      0.0451996
      Test Mining 
        During 
        Exploration
      Surface 
        Operations
      Dolney 
        Bench 
        Surface
      5,042
      126
      0.0251998
      Test Mining 
        During 
        Exploration
      Surface 
        Operations
      Archibald 
        Creek 
        Surface
      5,947
      128
      0.0221999
      Test Mining 
        During 
        Exploration
      Underground 
        Operations
      Swede 
        Channel 
        Underground
      4,575
      623
      0.1361999
      Test Mining 
        During 
        Exploration
      Surface 
        Operations
      Workmans 
        Bench Open 
        Cut
      5,580
      112
      0.0202000
      Test Mining 
        During 
        Exploration
      Surface 
        Operations
      Workmans 
        Bench Open 
        Cut
      14,919
      201
      0.0132003
      Test Mining 
        During 
        Exploration
      Underground 
        Operations for 
        Nolan Deep 
        Channel; 
        Surface 
        Operations for 
        Wooll Bench, 
        Marys
        Bench 
        and other
      Nolan Deep 
        Channel, 
        Wooll, 
        Marys 
        Bench, Other
      30,279
      451
      0.0152006
      Test Mining 
        During 
        Exploration
      Underground 
        Operations
      Swede 
        Channel 
        Underground
      6,843
      939
      0.1372007
      Test Mining 
        During 
        Exploration
      Underground 
        Operations
      Swede 
        Channel and 
        Marys East 
        Underground
      14,092
      3,726.8
      0.264TOTALS
      
      
      
      261,384
      23,172.8
      0.089


*Includes 1,320 ounces produced by lessee.

We have not achieved profitability in any of the years during
  which we have carried out production or test mining activities at the Nolan Gold
  Project.

We did not carry out any gold recovery operations during 2004
  and 2005 as we focused on lode exploration on the property, as opposed to test
  placer mining activities.

During the winter of 2005, Silverado began an underground
  exploration and development program on the Swede Channel. Continuing into 2006,
  Silverado installed about 900 feet of exploration drifts by underground
  tunneling methods into the Swede Channel. Prior bulk sampling had shown the
  channel to contain gold in the basal gravels, so the project was designed to
  obtain a large bulk sample from the tunnel being advanced into the channel. The
  2005-2006 winter stockpile contained 8,896 LCY of gravel material, and was processed between June 28th through July 20thof 2006, yielding 939.07 troy ounces of gold nuggets and dust. The Swede
  portal was re-opened in early November of 2006, and gravel extraction on the
  remaining sections of the Swede Channel continued until its completion by the
  middle of January 2007. A total of 8,963 LCY of gravel material was stockpiled
  from the remaining Swede Channel.

20

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In early January 2007, crews installed a portal into Marys
  East, and began an underground drift into the Marys East deposit. The Marys
  East project was completed at the end of March 2007 and 9,357 LCY of gravel
  material was stockpiled from this project.

The 2006-2007 winter stockpile contained 18,320 LCY (Swede
  Channel and Marys East combined) of gravel material, and was processed from
  June through July of 2007 at the existing sluice plant location, yielding
  2,811.74 troy ounces of gold nugget gold and over 207 pounds of concentrate that
  contained gold particles smaller than 1⁄4 inch in size. The fine concentrate
  yielded 915.06 try ounces of gold (30% gold), which when combined with 2811.74
  troy ounces of nugget gold recovered in 2007 totals 3726.80 troy ounces. Also,
  the fine concentrates yielded 65.10 troy ounces of silver or 2.15% silver.

4. Present Condition of the Property and Current State of
  Exploration

We have spent approximately $32,700,000 over the last 19 years
  acquiring, exploring and undertaking test mining activities and test exploration
  on the Nolan Gold Project. Up to November 30, 2007, we have completed 851 placer
  drill holes with a cumulative total of 49,370 feet of drilling. About 219 of
  those drill holes were completed along the frozen gold bearing deep channel of
  the Nolan Creek known as the Nolan Deep Channel. We have also completed 28 lode
  exploration drill holes with a cumulative total of 6,870 feet of drilling.

We also have a gold recovery facility located at the Nolan Gold
  Project that is used to recover gold from gravel that we extract during test
  mining activities as part of our exploration of the Nolan Gold Project. This
  gold recovery facility was modernized in 2006. Our gold recovery facility
  incorporates nugget traps, hydraulic riffles, classification and gravity
  concentration processes in order to remove gold present in gravel material. The
  gold recovery facility has a processing rate of 75 cubic yards of gravel
  material per hour. The gold facility can only be operated in the late spring to
  early fall months when free-flowing water is available to operate the plant.

On May 17, 2007, Silverado entered into a 10-year "shared well
  agreement" with Sukakpak, Inc., an Alaskan corporation, through which Silverado
  designed, drilled and installed at its expense a high-capacity water well in the
  nearby rural community of Wiseman, Alaska, to serve both as a source of
  high-quality drinking water, and a high-volume source of sample processing
  water. In addition, Silverado upgraded its Nolan Gold Project drinking water
  storage facility to a series of three fully-enclosed 2,000-gallon plastic
  storage tanks, and also a modern multi-modular kitchen and dining facility.
  Silverado also expended approximately $85,400 for the design and installation of
  a state-of-the-art "fast activated sludge treatment" (FAST®) arctic-capable
  wastewater treatment facility designed by Lifewater Engineering Company of
  Fairbanks, Alaska that is capable of serving the treatment needs of up to 24
  personnel, and that treats the camp's domestic wastewater to such a high quality
  that it can be discharged directly to the land surface. The design, construction
  and installation of the wastewater facility was undertaken under the approval of
  the Alaska Department of Environmental Conservation (ADEC).

During the winter of 2005, Silverado began an underground
  exploration and development on the Swede Channel. Continuing into 2006,
  Silverado installed about 900 feet of exploration drifts by underground
  tunneling methods into the Swede Channel. Prior bulk sampling had shown the
  channel to contain gold in the basal gravels, so the project was designed to
  obtain a large bulk sample from the tunnel being advanced into the channel. The
  2005-2006 winter stockpile contained 8,896 LCY of gravel material, and was
  processed between June 28 and July 20 of 2006, yielding 939.07 troy ounces of
  gold nuggets and dust. The Swede portal was reopened in early November of 2006,
  and gravel extraction on the remaining sections of the Swede Channel continued
  until its completion by the middle of January 2007. A total of 8,963 LCY of
  gravel material was stockpiled from the remaining Swede Channel.

In early January 2007, crews installed a portal into Marys
  East, and began an underground drift into the Marys East deposit. The Marys
  East Placer Deposit was discovered by drilling in 2004. Subsequent infill
  drilling during 2006 showed a bedrock shelf perched about 40 feet higher in
  elevation than the Marys Bench deposit, which hosted gold bearing gravel layers
  at the bedrock contact. The Marys East project was completed at the end of
  March 2007 and 9,357 LCY of gravel material was stockpiled from this project.

The 2006-2007 winter stockpile contained 18,320 LCY (Swede
  Channel and Marys East combined) of gravel material, and was processed from
  June through July of 2007 at the existing sluice plant location, yielding
  2,811.74 troy ounces of gold nugget gold and over 207 pounds of concentrate that
  contained gold particles smaller than 1⁄4 inch in size. The fine concentrate
  yielded 915.06 try ounces of gold (30% gold), which when combined with 2811.74
  troy ounces of nugget gold recovered in 2007 totals 3726.80 troy ounces. Also,
  the fine concentrates yielded 65.10 troy ounces of silver or 2.15% silver.

21

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The Nolan Gold Project does not include any commercially viable
  reserves and our activities at the Nolan Gold Project, including test mining
  activities, are exploratory in nature.

Exploration Objectives for the Nolan Gold Project

Our exploration plans are to further define gold deposits in
  order to provide a basis for the assessment of the feasibility of future
  additional test mining activities at the Nolan project. We are currently
  undertaking an extensive geological exploration program on the Nolan Gold
  Project. The program includes drilling, as well as the review of geological and
  geophysical data. The overall objectives of our exploration program are as
  follows:

| | 1. | To identify surface or sub-surface placer deposits at our
      Nolan Gold Project that are prospective for test mining operations. In
      general, these deposits are located on benches that are ancient river beds
      and lakeshore deposits located above the present channel of Nolan Creek.
      These deposits include Marys Bench, Jack London Bench, Wooll Bench,
      Workmans Bench, Swede Channel, Upper Nolan Creek (deep channel), Lower
      Nolan Bench and Marys East including areas adjoining to the north, east
      and south. The objectives of our drilling program will include the
      determination of the nature and extent of areas of known bench deposits
      that are prospects for test mining operations and the identification of
      new bench deposits that may be prospects for test mining operations.
      Marys Bench East and areas adjoining north, east and south as well as,
      the Swede Channel and the areas adjoining to the east and south, in that
      order, are our exploration priorities as they have showed the most
      positive results from earlier exploration that we have completed. Wooll
      Bench and Workmans Bench have been less extensively explored with only
      limited drilling. The Lower Nolan Bench has not been drilled. The newly
      discovered Jack London Bench may also be a priority target during fiscal
      2008.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 2. | To determine whether there is a potential lode gold and
      antimony deposit which may be the source of the placer gold found on the
      Nolan Gold Project. A lode deposit of gold occurs when gold is present in
      its host rock as differentiated from placer gold which is gold that has
      been removed from its host rock by the process of erosion. Our reverse
      circulation and diamond core drilling, trenching, geologic and geophysical
      work will be part of our on-going investigations to determine whether
      there exist one or more lode deposits on the Nolan Gold project that could
      be the source of our placer gold deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3. | To identify any placer deposits at Slisco Bench, which is
      located on our Hammond River property that are prospective for test mining
      operations. The Slisco Bench (deep channel) deposit is approximately 3 to
      4 miles northeast of the Nolan Deep Channel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

We have been working on interpreting the geology of the Nolan
  area since 1979, when we first acquired the project. Our latest and most
  extensive exploration program began in early 2007 and was directed at improving
  our placer deposit definition and discovering potential lode sources of the
  placer gold. Our exploration geologists and mining engineers have worked to move
  this objective forward. Our exploration efforts have included the analysis of
  geophysical data, geochemical sampling results, company records and analysis
  provided by government mineral investigation efforts and publications as well as
  the trenching and exploration drilling of target areas.

5. Geology

The Nolan Area properties are located in the Brooks Range of
  northern Alaska. Regionally, the area is underlain by a series of
  metasedimentary rocks of the Coldfoot subterrain and Hammond subterrain of the
  Arctic Alaska terrain. The metasedimentary rocks have been assigned a Middle to
  Upper Devonian age. During Late to Early Cretaceous time, the Middle Devonian
  metasedimentary rocks of the Coldfoot subterrain were thrust northward onto the
  Middle to Upper Devonian metasedimentary rocks of the Hammond Subterrain. This
  is represented by a large thrust belt in the Nolan area and resulted in regional
  metamorphism of the continental rocks that were overridden.

The property area is underlain by grayblack phyllite, black
  slate and metasiltstone, grayblack and brown slate, brown micaceous schist and
  phyllite, grayblack micaceous schist, gray green to black muscovite schist that
  locally contains abundant pyrite and arsenopyrite, and banded quartzite
  interbedded with chloritic quartzite and quartz mica schist.

The valley bottoms and side hills are mantled by a heavy cover
  of glacial outwash and lake bottom sediments. Depth of overburden varies from a
  very few feet on the upper slopes to tens to hundreds of feet in the lower
  valley bottoms on the claims. Deeper areas of cover are permanently frozen.
  There have been four periods of glaciation on the Nolan properties and the
  placer gold distribution has been variously affected by the glaciation.

22

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The placer deposits are of three types:

| | 1. | Shallow placers concentrated in present stream and river
      valleys;                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Placer gold concentrated on bedrock in deeply incised
      bedrock channels that have been covered by 10 to 100s of feet of gravel
      and organic material; and                                                                                      
| | 3. | Placer deposits concentrated on benches lying anywhere
      from 10 to 400 feet above present stream levels. These bench gravels were
      deposited when streams were flowing at higher levels relative to present
      due to damming by glacial ice.

Placer gold, lode gold and antimony are the main type of
  mineralization of interest on the property. We are currently exploring for a
  lode source for the placer gold. Known gold-bearing lodes identified on the
  Nolan Lode properties consist of stibnite-bearing quartz veins, and quartz veins
  containing free gold, which fill fractures cutting phyllite and metasiltstones.

Analysis of obtained airborne geophysical data identified a
  linear resistivity low that has been named the Solomon Shear trend. The
  resistivity low is coincident with a geochemical anomaly for gold, antimony,
  arsenic and other indicator minerals. This anomaly trends sub-parallel to Nolan
  Creek along the east side from south of Smith Creek into the Hammond River
  drainage.

The Company has identified a new zone with anomalous gold
  mineralization, which has been named the Fortress. The Fortress area is part
  of an east-west tending deformation zone that is overlain by strong arsenic and
  gold in soil anomalies, which are up to over 1,500 feet in length.

We will continue our 2008 exploration program with the
  objective of identifying mineralization of commercial significance along this
  zone.

6. Estimates of Indicated and Inferred Resources

We have not established any commercially viable reserves on any
  of our properties that comprise the Nolan Gold Project.

In the B.C. Technical Report prepared by Mr. W. Murton, P.
  Eng., an independent qualified person under Canadian Policy NI 43 101, he
  reported the following indicated and inferred resource estimates for the Nolan
  area properties. These resource estimates have been prepared in accordance with
  Canadian standards for reporting resources and reserves as set out in NI 43-101
  and are summarized below. BCY refers to bank cubic yards in the following
  tables:

General Note Regarding Resource Estimates

The following information should be considered in connection
  with our resource estimates for Workmans Bench, which we are disclosing in
  accordance with applicable SEC standards and regulations:

| |  | Assumed Pricesof US $750/oz for gold and US $1.65/lb for antimony.                                                                                                                                  
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Process Recovery Ratesof 99% for antimony and 98% for gold (as
      provided by Hazen Research from work done on an underground bulk sample from
      the D tunnel of the Workmans Bench A vein).
| |  | Estimated Operating Costsof US $553/ton, based on operation of a
      200 ton per day underground mine.                                                                                            

A cutoff grade of 4% antimony was used in our analysis. A 4%
  cutoff grade should be regarded as 4.0% antimony equivalent. No cutoff grade was
  used for gold, as antimony was the primary commodity being examined, and none of
  the resource polygons contained less than 0.05 oz/ton gold.

Mineral resources that are not mineral reserves do not have
  demonstrated economic viability.

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

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

Name
      Location
      No. of Drill Holes
      Volume
      Grade
      CategoryD Block, #1 
        Below 
        Disclover, Nolan 
        Creek
      On claim 
        Discovery & 
        #1 Below 
        Discovery, 
        Nolan Creek
      15
      11,100 BCY
      0.35 oz./BCY
      Indicated 
        Resource


23

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

The following table uses the term inferred resources.
  Silverado advises U.S. investors that while this term is recognized and required
  by Canadian regulations (under National Instrument 43-101 Standards of
    Disclosure for Mineral Projects), the U.S. Securities and Exchange
  Commission does not recognize it. Inferred resources have a great amount of
  uncertainty as to their existence, and great uncertainty as to their economic
  and legal feasibility. It cannot be assumed that all or any part of an Inferred
  Mineral Resource will ever be upgraded to a higher category. Under Canadian
  rules, estimates of Inferred Mineral Resources may not form the basis of
  feasibility or pre-feasibility studies, except in rare cases. U.S. investors
    are cautioned not to assume that part or all of an inferred resource exists, or
    is economically or legally mineable.

Name
      Location
      No. of Drill Holes
      Volume
      Grade
      CategoryD Block #2 
        Below 
        Discovery, Nolan 
        Creek
      On claim #2 
        Below 
        Discovery, 
        Nolan 
        Creek
      11
      55,000 BCY
      0.04 oz./BCY
      Inferred 
        Resource3B3 Block
      Nolan Creek 
        below D 
        Block #2
      12
      14,600 BCY
      0.1 oz /BCY
      Inferred 
        Resource


Name
      Location
      No. of Drill Holes
      Volume
      Grade
      CategoryWooll Bench
      Right limit of 
        Archibald 
        Creek
      4
      26,000 BCY
      0.02 oz /BCY
      Inferred 
        ResourceSwede Gulch
      Left limit of 
        Nolan 
        Creek
      5
      16,000 BCY
      0.13 oz/BCY
      Inferred 
        ResourceHammond / 
        Slisco 
        Bench
      Right limit of 
        Hammond 
        River and 
        right limit of 
        Vermont 
        Creek
      64
      42,800 BCY
      0.03 oz/BCY
      Inferred 
        ResourceSmith Creek 
        Camp
      Right limit of 
        Smith 
        Creek
      5
      35,500 BCY
      0.03 oz/BCY
      Inferred 
        Resource


TOTAL INFERRED RESOURCE  NOLAN AREA
  PROPERTIES

| | BCY:   | 189,900     
| | ------ | ------------
| | Grade: | 0.045 oz/BCY

When estimating the above resources, emphasis was placed on
  reported assay values for individual drill holes. The drill hole intercept
  length was combined with the assay value to create a value of oz./BCY (bank
  cubic yard). The drill hole locations were plotted and an area of influence
  created around each hole to generate a total BCY figure. The density of drilling
  and values for contained gold were the criteria used for the final
  calculations.

We have discovered a number of new areas that contain placer
  gold mineralization on the Nolan property that are too loosely defined under NI
  43-101 to allow the mineralization to be categorized as a resource. Additional
  exploration drilling and testing may bring these mineralized areas up to a
  higher level of confidence and thus a higher category which could be included in
  the total gold inventory of the property. There is no assurance however that
  this upgrade will take place.

Mr. Murton also concluded that there are indications of lode
  gold mineralization on the Nolan properties, but exploration is in a very early
  phase and more work is required before any assessment of this mineralization may
  be a completed.

24

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HAMMOND PROPERTY (SLISCO BENCH)

1. Location and Access

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

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

A map illustrating the location and access to the Hammond
  property is provided above under the heading Nolan Gold Project.

2. Ownership Interest

Silverado leases 24 federal placer mining claims and 36 federal
  lode mining claims from Alaska Mining Company, Inc. (Alminco).

As of November 30, 2007, we were in arrears of required mineral
  property claims and option payments of $360,000 and therefore our rights to the
  property were adversely affected. We are currently re-negotiating the terms and
  conditions of the Alminco agreement with Alminco. Alminco has confirmed that our
  mineral claims and options are in good standing on the understanding we will use
  our best efforts to pay the minimum royalty payments, including the payments
  that are in arrears for the past four years, when business conditions permit,
  however there is no assurance that we will be able to successfully renegotiate
  the terms and conditions of the Alminco agreement.

3. History of Operations

In 1993 we acquired the group of placer gold mining claims
  overlying the Slisco Bench, and located along the right limit of the Hammond
  River. The Hammond River drainage has been the subject of intense exploration
  since the early 1900s. Poor exposures, difficult terrain, and deep overburden
  confronted the first explorers and early miners in the Hammond River region.
  Those miners who worked with persistence succeeded for the most part in
  developing small-scale projects constrained in scope by the inadequacies of
  their mechanical equipment, and the lack of technical knowledge and financial
  support. Nevertheless, because of the work done by these early explorers, the
  Hammond River has produced approximately eighty thousand ounces of placer gold,
  including the second largest gold nugget ever discovered in Alaska  a nugget
  weighing more than 135 ounces.

The Bench was first staked by Martin Slisco, and prospected by
  hand methods since the 1930s, but no commercial production was recorded. During
  the late 1970s, placer gold, including some nuggets characteristic of the
  Koyukuk Mining District were recovered by open cut prospecting and bulk sampling
  from a prospect pit at the northern end of the bench. The prospect pit was open
  to bedrock and with a nominal 20 feet of overburden exposed, indications were
  favourable for defining a large open pit mine-able placer gold deposit. The
  surface topography indicates the bench could extend up to 4,500 feet southerly
  from the prospect pit. Beyond that distance the bench is intersected by the
  present Hammond River Channel where past and ongoing erosion has removed all
  surface expression of the bench. Below that intersection, the bench has been
  eroded and during 1995, Silverado completed a Phase I drill program, completing
  64 drill holes to the south of the prospect pit. Analysis of the data from the
  Phase I program determined that the Slisco Bench surface topography conceals an
  ancient gold bearing channel. Depths of drilling to bedrock were much deeper
  than anticipated. Several hundred feet south of the prospect pit bedrock depths
  are about 60 feet below surface, increasing to more than 230 feet in depth at a
  distance of 1,200 feet south of the prospect pit. The gravel layer at bedrock
  was found to contain encouraging and sometimes, significant placer gold content
  at channel bottom intercepts.

In 2006, Silverado commenced drilling along the Slisco deep
  channel which completed additional 39 drill holes with a total footage of 4,782
  feet. This exploration work was done to define the length of the Slisco deep
  channel. Phase one and Phase two drilling, sampling, and sample analysis of a
  total of 103 drill holes, has served to delineate the Slisco deep channel for a
  total length of 1800 lineal feet. Surface topography indicates that the channel
  could cover a length of up to 4,500 feet.

4. Present Condition of the Property and Current State of
  Exploration

A drilling program is planned to explore the remaining 2,700
  feet extending south from the present known location of the Slisco deep channel.
  Additional in-fill drilling will be necessary along the length of the channel,
  as well as potential gold bearing tributaries, and other areas by drilling
  fences or lines of drill holes with close hole spacing across the channel
  bottom. These holes will be necessary to ascertain the width of the channel, and
  to collect adequate sample data at close spacing, for mining feasibility
  studies. After completing the Phase one and Phase two drilling, data showed the
  channel to be narrower than the surface topography indicated and bedrock depths increased to the south. Present known maximum
  depth is 230 feet. We presently estimate that as many as several hundred
  additional drill holes would be necessary to fully define and evaluate the
  Slisco deep channel. The Slisco deep channel is presently in a state of ongoing
  exploration, and there is no camp, production facilities, or equipment located
  on the property. Currently, there is no power supply to the Hammond property.
  All support for ongoing and planned work on the property is currently provided
  from the Nolan Creek Camp.

25

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5. Geology

The primary areas of geological interest on the Hammond
  Property are the placer gold deposits, which are similar to the placer gold
  deposits present on the adjoining Nolan Gold Project. Geologically, the Slisco
  Bench gold-placer deposit is a deeply buried, permanently frozen, ancient and
  now abandoned river channel of the Hammond River. Subsequent to the geologic
  processes that forced the Hammond River to abandon its channel at Slisco Bench,
  glacial and peri-glacial processes (processes acting upon permanently frozen
  terraines ) buried the gold-bearing gravel of the Slisco deposit with as much as
  230 feet of frozen sedimentary detritus. The deep thickness of frozen overburden
  identified probably prohibits the economical application of traditional open-pit
  methodologies. Underground placer gold recovery methods which we have utilized
  extensively would probably be used to remove the gold-bearing gravel.

Mineral investigations by our geologists in conjunction with a
  federal study of mineral resources in the area have revealed the presence of
  west-north-westerly striking gold bearing hydro-thermal quartz veins on the
  property. Those veins, in conjunction with a north-easterly trending shear zone
  are thought to have contributed, at least in part, to the placer gold found on
  the property.

ESTER DOME PROJECT

The Ester Dome Project encompasses all of our optioned
  properties on Ester Dome.

1. Location and Access

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

A map illustrating the location and access to the Ester Dome
  Project is provided below:

26

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2

2. Ownership Interest

The Ester Dome property is comprised of 52 state mineral claims
  and 1 unpatented federal mineral claim. The claims are not all contiguous in
  that there are 5 separate blocks of claims. Silverado Gold Mines Inc. is the
  registered owner of all claims.

The total area of all claims equals approximately 2.5 square
  miles and all claims are valid until September 1, 2008. There has been no legal
  survey on the claims.

There are 3 separate agreements, each discussed above, covering
  the above mentioned 53 claims on the Ester Dome property. Each of such
  agreements is in good standing.

27

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3. History of Operations

The Ester Dome property first became known as a result of the
  discovery of placer gold in the creeks draining Ester Dome in about 1902. By
  1909, approximately 1.5 million oz. had been mined from alluvial deposits.
  Ultimately, approximately 4 million ounces of placer gold have been mined from
  creeks draining Ester Dome.

Shortly after the discovery of placer gold, lode claims were
  staked on quartz veins discovered on Ester Dome. By 1912, four stamp mills were
  operating in the area.

**(a) Grant Mine**

Work at the Grant Mine, on the eastern flank of Ester Dome, was
  initiated in about 1928 with the sinking of shafts to bedrock to attempt to
  locate buried alluvial gold. This work, while it did not locate alluvial gold,
  did reveal quartz rubble near bedrock containing free gold. Mr. Grant, the claim
  owner, sunk two shafts through about 80 of loess (silt) cover and by 1931 had
  reportedly mined about 600 tons from the newly discovered Irishman Vein. This
  work was all completed from the only levels established, the 50, 100 and
  150-foot levels. Mr. Roger Burggraf purchased the claims from Grants heirs in
  1973 and deepened the shaft to the 200-foot level. This work revealed a new
  vein, the ODea vein which has eclipsed the Irishman vein in importance.
  Burggraf completed limited development on the Irishman vein and the ODea vein
  during the next 5 years, and in 1978 entered into a lease option agreement with
  Silverado.

Over the subsequent 8 years up to 1986, we completed an
  extensive surface exploration and underground development program as well as
  test milling the underground development muck from work on the ODea structure,
  in a small (approximately 50 tons per day) gravity mill, during 1980  1982. In
  1984, we entered into a joint venture agreement with Aurex Inc., a subsidiary of
  Marubeni America Corporation to further explore and develop the Grant Mine plus
  a larger area of interest around the mine. Aurex withdrew from the joint venture
  at the end of 1985 and the mill was shut down in Jan. 1986. A total of
  approximately 22,000 tons of gold bearing rock were mined from the ODea
  structure during the period 1980 to January 1986, yielding 4,090 ounces of
  gold.

When Aurex became involved in the joint venture, a decision was
  made to construct a 230 ton per day gravity / cyanide mill to treat the expanded
  resource that had been outlined on the ODea structure above the 200 level.
  This mill and related support facilities were constructed by Tri-con Mining Inc.
  for Silverado using a design provided by Melis Consulting Engineers Ltd. The
  completed mill was commissioned in October 1985 and was shut down in January
  1986. During the short mill run, the plant operated above design capacity. Lower
  feed grades than had been forecast plus other underground problems caused Aurex
  to elect to withdraw from the project and a premature shutdown of the facility.

During the period 1987  1989, we decided to open pit mine the
  Ethel - Elmes structures, located a short distance from the mill facility on the
  Dobbs claims adjacent to the Grant Mine. This mining operation generated
  approximately 71,620 tons of gold bearing material. Combined with the previously
  mined stockpile from the ODea vein, (11,000 tons), and material from another
  source (Silver Dollar), the total tonnage processed amounted to 111,852
  tons.

The total tonnage processed through the Grant mill up to 1989
  amounts to 111,852 tons with a total of 11,215 oz. of gold produced for an
  average calculated recovered grade of 0.10 oz/ton. Gold recoveries from the
  Grant Mine are summarized as follows:

YEAR
      DRY **TONS**MILLED
      RECOVERED OZ. GOLD
      RECOVERED GRADE1980 
        1981(1)
      4,170
      1,424
      0.3411985 1986
      7,069
      1,372
      0.1931987 - 1989
      100,586
      8,419
      0.083TOTALS
      111,852
      11,215
      0.10


(1) This material was processed through a 20 ton per day pilot
  plant prior to the construction of the Grant Mill.

We did not make a profit from our operations at the Grant Mine
  during any of the above periods during which we achieved gold recoveries.

The mill has been properly secured and remains in good
  condition.

In June of 1990, ACNC (American Copper and Nickel Company)
  entered into a joint venture with us on the Grant Mine claims and a larger area
  of Ester Dome. This included the Dobbs, and St Paul / Barelka properties.

28

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On the Grant Mine property, ACNC completed the drilling of 10
  diamond drill holes and fourteen wedge cuts on the ODea Irishman system
  totaling 10,097. This work confirmed the previous drill grades and intercept
  width encountered by Silverado and helped to further define the ODea structure.

(b) St. Paul / Barelka

The St. Paul / Barelka claims have undergone a significant
  amount of exploration since the early 1980s when they were first acquired by us.
  The early work was in the form of electromagnetic surveys, geochemical soil
  sampling, trenching and diamond and percussion drilling. Most recently, in
  1991-1992, ACNC completed 9 diamond drill holes and 3 rotary reverse circulation
  holes. Subsequent work in 1996-1997 amounted to significant trenching and 91
  drill holes focusing on the St Paul structure which had been partially defined
  by our previous work.

(c) Dobbs

The Dobbs property contains the Ethel  Elmes vein system and
  structure which had been located in the first work and prospecting that took
  place on Ester Dome in the early 1900s. Exploration in the 1980s by us
  revealed a mineralized shear zone up to 25 wide containing high grade quartz
  veins and veinlets. This was the structure mined in 1987  1989 which generated
  approximately 71,620 tons of gold bearing material. Combined with the previously
  mined stockpile from the ODea vein, (11,000 tons), a total of approximately
  82,620 tons were mined and milled during 1988  1989 producing 7,362 oz. of
  gold.

4. Present Condition of the Property and Current State of
  Exploration

(a) Grant Mine-ODea Vein:

The Grant Mine operations, including camp, buildings, machine
  shops and related equipment, were constructed in the late 1980s. Our mill and
  equipment are in operating condition but are not currently operating. The mill
  has remained inactive since February 1989. The plant and equipment cost us
  $2,076,780. This amount has been written down to $nil on our audited financial
  statements. Power to the Grant Mine operations is provided by diesel powered
  generators located on site. Commercial power transmission lines cross through
  the property, and could provide power to the facilities for any future
  operations. Auxiliary power to the Grant Mine operations will be provided by
  diesel powered generators located on site. During fiscal 2007, our work on the
  property was limited to assessment work. We plan to maintain claim rental
  payments for the current fiscal year and to continue with assessment work.

If gold prices remain strong, we may re-commence exploratory
  drilling on our Ester Dome properties with the objective of increasing our
  database of geological information on these properties.

(b) May (St. Paul) / Barelka:

The St. Paul property is undeveloped and does not contain any
  open-pit or underground mines. There is no plant or equipment located on the St.
  Paul property. Currently, there is no power supply to the St. Paul property.

We have no plans at this time to do any work other than as
  required for annual claims maintenance and when we do there is no guarantee the
  work will present economic viability for this deposit.

(c) Dobbs:

The Dobbs property is undeveloped and does not contain any
  open-pit or underground mines. There is no plant or equipment located on the
  Dobbs property. Currently, there is no power supply to the Dobbs property.

We have no plans at this time to do any work other than as
  required for annual claims maintenance.

5. Geology

The Fairbanks Mining District is in the northwest part of the
  Yukon  Tanana metamorphic complex. This region, referred to variably as Yukon
  Crystalline Terrain, Yukon Cataclastic Complex or Yukon Tanana Terrain is an
  enormous tract of multiple deformed and metamorphosed rocks occupying much of
  east central Alaska and adjoining Yukon Territory.

The Fairbanks District is underlain by three metamorphosed
  stratigraphic packages all in apparent thrust fault contact. From oldest to
  youngest these are: (1) Chatanika Terrain, a Precambrian
  eclogite-garnet-amphibolite unit exposed on the northern edge of the district;

29

---

(2) Fairbanks Schist, a dominant lithology and host to the
  majority of gold occurrences in the district, comprised of late Proterozoic to
  early Paleozoic sedimentary and volcanic rocks metamorphosed to greenschist
  facies; and (3) Chena River Sequence, an early to mid Paleozoic unit
  metamorphosed to lower amphibolite facies.

Stocks and dikes are common in the Fairbanks District, varying
  from diorite to granite. In recent years they have been conclusively linked to
  significant gold mineralizing systems. Mid Cretaceous ages have been determined
  for two of the stocks. Lamprophyre dikes are locally present in the
  district.

The Ester Dome property is underlain by late Proterozoic to
  early Paleozoic sedimentary and volcanic rocks that have been metamorphosed to
  greenschist facies. Dominant lithologies are quartz-mica schist, graphitic
  phyllite and micaceous quartzite, with lesser chlorite schist and calcareous
  schist. The schists are locally intruded by fine grained granitic to dioritic
  dikes and sills with minor porphyritic phases.

Four main structural patterns that crosscut stratigraphy and
  folding are present on Ester Dome. The most prominent is northeast trending
  shearing that is probably related to northeast thrusting in the region. Most of
  the past and present exploration has taken place along mineralized veins and
  shears parallel to this trend.

6. Estimates of Indicated and Inferred Resources

We have not established any commercially viable reserves on any
  of our properties that comprise the Ester Dome Project.

General Note Regarding Resource Estimates

The following information should be considered in connection
  with our resource estimates for the Ester Dome property, which we are disclosing
  in accordance with applicable SEC standards and regulations:

- Assumed Priceof US $750/oz for gold.
- Process Recovery Rateof 94% for gold.
- Estimated Operating Costsof US $321/ton, based on operation of a
    200 ton per day underground and open pit mine during 1997.

Readers are advised that the information which the Company used
  to calculate the estimated operating costs for its Ester Dome property is
  derived from actual operating expenses of the Company for mining and milling in
  underground and open pit operations at the Grant Mine on Ester Dome in Alaska
  during the late 1990s. The Company expects to receive during early to mid-2009
  an updated version of a December 9, 2004 independent technical report prepared
  by Mr. Thomas K. Bundtzen of Pacific Rim Geological Consulting, Inc., which will
  allow the Company to calculate more current estimated operating costs for Ester
  Dome. Following the Companys receipt of such updated technical report, the
  Company will update the information set forth immediately above in its
  subsequent filings.

A. GRANT MINE - ODEA STRUCTURE

The determinations of indicated resources at the Grant Mine -
  ODea Structure in the BC Technical Report are summarized as follows:

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

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

INDICATED
      RESOURCE
      ESTIMATEBLOCK
      SQ. FEET
      WIDTH FEET
      TONS
      GRADE 
        OZ /TONCORE
      305,620
      10.9
      266,500
      0.31


B. DOBBS  (ETHEL  ELMES)

The determinations of inferred resources at the Dobbs
  (Ethel-Elmes) property are summarized in the BC Technical Report as follows:

30

---

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

The following table uses the term inferred resources.
  Silverado advises U.S. investors that while this term is recognized and required
  by Canadian regulations (under National Instrument 43-101 Standards of
    Disclosure for Mineral Projects), the U.S. Securities and Exchange
  Commission does not recognize it. Inferred resources have a great amount of
  uncertainty as to their existence, and great uncertainty as to their economic
  and legal feasibility. It cannot be assumed that all or any part of an Inferred
  Mineral Resource will ever be upgraded to a higher category. Under Canadian
  rules, estimates of Inferred Mineral Resources may not form the basis of
  feasibility or pre-feasibility studies, except in rare cases. U.S. investors
    are cautioned not to assume that part or all of an inferred resource exists, or
    is economically or legally mineable.

INFERRED
      RESOURCE
      ESTIMATEBLOCK
      SQ. FEET
      WIDTH FEET
      TONS
      GRADE 
        OZ/TONUNDER ELMES
        PIT
      102,270
      11
      90,000
      0.05UNDER ETHEL
        PIT
      102,270
      11
      90,000
      0.05TOTAL
      
      
      180,000
      0.05


C. ST. PAUL

The determinations of inferred resources at the St. Paul
  property are summarized in the BC Technical Report as follows:

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

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

INDICATED
      RESOURCE
      ESTIMATEBLOCK
      SQ. FEET
      WIDTH FEET
      TONS
      GRADE 
        OZ/TONDRILLED OFF
      62,500
      40
      200,000
      0.08


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

The following table uses the term inferred resources.
  Silverado advises U.S. investors that while this term is recognized and required
  by Canadian regulations (under National Instrument 43-101 Standards of
    Disclosure for Mineral Projects), the U.S. Securities and Exchange
  Commission does not recognize it. Inferred resources have a great amount of
  uncertainty as to their existence, and great uncertainty as to their economic
  and legal feasibility. It cannot be assumed that all or any part of an Inferred
  Mineral Resource will ever be upgraded to a higher category. Under Canadian
  rules, estimates of Inferred Mineral Resources may not form the basis of
  feasibility or pre-feasibility studies, except in rare cases.

U.S. investors are cautioned not to assume that part or all
  of an inferred resource exists, or is economically or legally mineable.

INFERRED
      RESOURCE
      ESTIMATEBLOCK
      SQ. FEET
      WIDTH FEET
      TONS
      GRADE 
        OZ/TONBELOW 
        INDICATED
      24,062
      40
      77,000
      0.08


Mr. Murton recommended that, when funds become available,
  Silverado reassess the voluminous data base available on the properties before
  planning future work. Mr. Murton concluded that the Ester Dome property does
  have merit and warrants additional work.

31

---

EAGLE CREEK PROPERTY

1. Location and Access

The Eagle Creek property is accessed by the Steese Highway, 10
  miles north of Fairbanks, Alaska to Fox, Alaska, then traveling along the Elliot
  highway 6 miles north to Murphy Dome Road, then west along Murphy Dome Road
  about 5 miles to the property. A map illustrating the location and access to the
  Eagle Creek property is provided below:

3

2. Ownership Interest

Silverado has an equal (50%) ownership interest in 77 state
  mining claims with Kathleen King (King). Silverado will acquire a full (100%)
  ownership interest in such state mining claims upon the payment of an additional
  $48,000 to King in installments of $5,000 per year. As of August 10, 2007 we had
  continued to make option payments on the Eagle Creek property, and as a result
  of this all of our mineral claims and options for this property are in good
  standing.

32

---

3. History of Operations

Earliest work on the property started approximately in 1913,
  with the original owner exploring for antimony. A number of companies have
  explored the property from 1964 to the present.

During the early 1980s, geochemical surveys located anomalous
  gold and antimony targets. Drilling conducted on the property during 1991 and
  1992 resulted in the outlining definition of gold mineralization hosted in
  intrusive rocks. Further in-fill drilling is necessary to determine continuity
  of the gold bearing sequence, and to ascertain grades of gold within the
  deposit. We will consider doing additional work on the gold-antimony bearing
  veins upon which the property was founded.

4. Present Condition of the Property and Current State of
  Exploration

We did not complete any exploration activity on the Eagle Creek
  property during 2007 other than assessment work and maintenance, however, an
  exploration work plan that includes trenching and drilling was developed and
  successfully permitted through the APMA process during 2007. However, extensive
  exploration drilling has shown gold mineralization throughout the property.
  Exploration of the Eagle Creek property is currently in the preliminary stages.

The Eagle Creek property is undeveloped and does not contain
  any open-pit or underground mines. There is no plant or equipment located on the
  Eagle Creek property. Currently, there is no power supply to the Eagle Creek
  property, although GVEA power transmission lines run through the property and
  could supply power in the event a facility is warranted for ore processing in
  the future. Surface exploration work, including geochemical and geophysical
  surveys is recommended to be continued as a means of tracing promising mineral
  bearing rock units. Drilling is recommended to test the subsurface continuity
  and gold content of the rock units.

5. Geology

The Eagle Creek property is located within the same regional
  geology as the Ester Dome property.

The Eagle Creek property is 90% underlain by late Proterozoic
  to early Paleozoic sedimentary and volcanic rocks that have been metamorphosed
  to greenschist facies. Dominant lithologies are quartz mica schist, micaceous
  quartzite, graphitic phyllite and chlorite schist, with lesser calc-schist,
  feldspathic schist, graphitic schist and minor quartz sericite schist.

The remaining 10% of the property is underlain by felsic
  igneous rocks which intrude the schists in all sectors of the property.
  Compositions range from biotite quartz monzonite to muscovite granite.
  Porphyritic phases with quartz and feldspar phenocrysts are ubiquitous. Contact
  relations observed from mapped distribution of granitic rock fragments in soil
  and from diamond drill core indicate the intrusives are dikes and sills up to
  200 thick.

6. Estimates of Indicated and Inferred Resources

The BC Technical Report concluded that there are no mineral
  resources or mineral reserves on the Eagle Creek property.

FEDERAL CLAIM MAINTENANCE FEES AND STATE CLAIM RENTALS

We pay an annual federal claim maintenance fee to the Bureau of
  Land Management of $125 for each federal mineral claim that is owned by us or
  held under a purchase or lease agreement. We paid aggregate annual federal claim
  maintenance fees of $39,500 during fiscal 2005, $71,375 during fiscal 2006, and
  $83,750 during 2007. The annual increases are due to the continued acquisition
  of placer and lode claims that solidify and protect our land holdings in the
  Koyukuk Mining District. We anticipate an amount similar to that paid for 2007
  will be due in fiscal 2008.

Annual Alaska state claim rentals are due for each state mining
  claim that is owned or held by us under a purchase or lease agreement. An annual
  fee of $130 per claim is payable by us to the Alaska Department of Revenue for
  each claim. We paid aggregate Alaska state claim rental fees of $15,945 during
  fiscal 2004, 2005 and fiscal 2006 and $16,770 in fiscal 2007. We anticipate that
  a similar amount will be paid in fiscal 2008.

33

---

GLOSSARY OF TERMS

The definitions of geological and technical terms used in this
  Annual Report on Form 10-KSB are provided below:

|Amphibolite Facies | An assemblage of minerals formed under medium
      to high pressure during regional metamorphism
|------------------ | -------------------------------------------------------------------------------------------------

|Arsenopyrite          | Mineral composed of iron, arsenic and sulphur.                                                                                                                                                                                                                                                                                                                                         
|--------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Auriferous            | Containing gold.                                                                                                                                                                                                                                                                                                                                                                       
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Bedrock               | Rock units which underlie unconsolidated surface
      overburden or soils.                                                                                                                                                                                                                                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Brecciated            | Rock composed of angular fragments held together in a
      matrix.                                                                                                                                                                                                                                                                                                                    
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Calcareous Schist     | A laminated metamorphic rock containing calcium
      carbonate.                                                                                                                                                                                                                                                                                                                       
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Chlorite Schist       | A laminated metamorphic rock containing prominent
      chlorite, which is a hydrated silicate of aluminum, iron and magnesium.                                                                                                                                                                                                                                                        
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Chloritic Quartzite   | A metamorphic rock composed primarily of quartz (silicon
      dioxide) with minor chlorite (see previous entry).                                                                                                                                                                                                                                                                      
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Dikes                 | A tabular intrusive body of rock with a vertical or near
      vertical orientation.                                                                                                                                                                                                                                                                                                   
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Diorite               | A body of intrusive rock composed of feldspars, amphibole
      and a small amount of quartz.                                                                                                                                                                                                                                                                                          
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Dioritic Dikes        | See dikes. See diorite.                                                                                                                                                                                                                                                                                                                                                                
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Dominant Lithology    | In a given area, the rock type occurring at the highest
      percentage.                                                                                                                                                                                                                                                                                                              
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Drilling              | The process of boring a hole in the rock to obtain a
      sample for determination of metal content. Diamond Drillinginvolves the use of a hollow bit with diamonds on the cutting surface
      to recover a cylindrical core of rock. Reverse Circulation Drilling
      involves chips of rock being forced back through the center of the drill
      pipe using air or water.
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Exploration           | The process of using prospecting, geological mapping,
      geochemical and geophysical surveys, drilling, sampling and other means to
      detect and perform initial evaluations of mineral deposits.                                                                                                                                                                               
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Fairbanks Schist      | A grouping of metasedimentary rocks which underlie much
      of the Fairbanks District.                                                                                                                                                                                                                                                                                               
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Federal Lode Claims,  | Mineral claims up to 20 acres, located on federal land
      under the U.S.                                                                                                                                                                                                                                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Federal Placer Claims | Exploration Law of 1872. See below for definitions of
      Lode and Placer.                                                                                                                                                                                                                                                                                                       
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Felsic                | A mnemonic adjective derived from (fe) for feldspar. (l)
      for feldpathoids and (s) for silica and is applied to light-colored rocks
      containing an abundance of one or all of these constituents.                                                                                                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Geochemical Survey    | Sample of soil, rock, silt, water or vegetation analyzed
      to detect the presence of valuable metals or other metals which may
      accompany them. E.g., Arsenic may indicate the presence of gold.                                                                                                                                                                              
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Geophysical Survey    | Electrical, magnetic and other means used to detect
      features, which may be associated with mineral deposits.                                                                                                                                                                                                                                                                     
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Gold Deposit          | A concentration of gold in rock sufficient to be of
      economic interest.                                                                                                                                                                                                                                                                                                           
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Granite               | An intrusive rock which includes feldspar, mica and
      quartz.                                                                                                                                                                                                                                                                                                                      
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Graphitic Phyllite    | Metamorphic rock intermediate between slate and schist,
      and containing graphite (carbon).                                                                                                                                                                                                                                                                                        
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Greenschist Facies    | An assemblage of minerals formed under low to medium
      pressure during regional metamorphism.                                                                                                                                                                                                                                                                                      
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Host Rocks            | A term used for a rock unit which, as a result of
      favorable structural or chemical characteristics, provides an environment
      for precipitation or deposition of metals or other foreign materials.                                                                                                                                                                          
|                      |                                                                                                                                                                                                                                                                                                                                                                                        
|Lode Source           | The lode mineral deposit from which placer minerals have
      been derived by erosion.                                                                                                                                                                                                                                                                                                

34

---

|Lode                | Mineral in place in the host rock, as in lode gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Metamorphic Complex | A grouping of metamorphic rocks which have complicated
      structural relationships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Metamorphism        | Processes, including pressure, heat and introduction of
      new chemical substances, by which consolidated rocks are changed from one
      form to another.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Metasedimentary     | Partially metamorphosed sedimentary rocks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Metasiltsone        | A rock formed from consolidated silt, which has been
      partially changed to schist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Micaceous Quartzite | A metamorphic rock, mostly quartz with minor mica.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Micaceous           | Containing mica, usually referring to metamorphic rocks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Mineral Claims      | General term used to describe the manner of land
      acquisition under which the right to explore, develop and extract metals
      is established.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Mineral reserve     | Securities and Exchange Commission Industry Guide 7
      Description of Property by Issuers Engaged or to be Engaged in Significant
      Mining Operations of the Securities and Exchange Commission defines a
      reserve as that part of a mineral deposit which could be economically and
      legally extracted or produced at the time of the reserve determination.
      Reserves consist of:                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                    | (1) Proven (Measured) Reserves. Reserves for which: (a)
      quantity is computed from dimensions revealed in outcrops, trenches,
      workings or drill holes; grade and/or quality are computed from the
      results of detailed sampling; and (b) the sites for inspection, sampling
      and measurement are spaced so closely and the geologic character is so
      well defined that size, shape, depth and mineral content of reserves are
      well- established.                                                                                                                                                                                                                                                                                 
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                    | (2) Probable (Indicated) Reserves. Reserves for which
      quantity and grade and/or quality are computed from information similar to
      that used for proven (measured) reserves, but the sites for inspection,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                    | sampling and measurement are farther apart or are
      otherwise less adequately spaced. The degree of assurance, although lower
      than that for proven (measured) reserves, is high enough to assume
      continuity between points of observation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Mineral resource    | National Instrument 43-101 Standards of Disclosure for
      Mineral Projects of the Canadian Securities Administrators defines a
      Mineral Resource as a concentration or occurrence of natural, solid,
      inorganic or fossilized organic material in or on the Earths crust in
      such form and quantity and of such a grade or quality that it has
      reasonable prospects for economic extraction. The location, quantity,
      grade, geological characteristics and continuity of a mineral resource are
      known, estimated or interpreted from specific geological evidence and
      knowledge.                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                    | Mineral Resources are sub-divided, in order of increasing
      geological confidence, into Inferred, Indicated and Measured categories.
      An Inferred Mineral Resource has a lower level of confidence than that
      applied to an Indicated Mineral Resource. An Indicated Mineral Resource
      has a higher level of confidence than an Inferred Mineral Resource but has
      a lower level of confidence than a Measured Mineral Resource.                                                                                                                                                                                                                                                                                                         
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                    | (1) Inferred Mineral Resource. An Inferred Mineral
      Resource is that part of a Mineral Resource for which quantity and grade
      or quality can be estimated on the basis of geological evidence and
      limited sampling and reasonably assumed, but not verified, geological and
      grade continuity. The estimate is based on limited information and
      sampling gathered through appropriate techniques from locations such as
      outcrops, trenches, pits, workings and drill holes.                                                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                    | (2) Indicated Mineral Resource.An Indicated
      Mineral Resource is that part of a Mineral Resource for which quantity,
      grade or quality, densities, shape and physical characteristics can be
      estimated with a level of confidence sufficient to allow the appropriate
      application of technical and economic parameters, to support mine planning
      and evaluation of the economic viability of the deposit. The estimate is
      based on detailed and reliable exploration and testing information
      gathered through appropriate techniques from locations such as outcrops,
      trenches, pits, workings and drill holes that are spaced closely enough
      for geological and grade continuity to be reasonably assumed.

35

---

|                     | (3) Measured Mineral Resource.A Measured Mineral
      Resource is that part of a Mineral Resource for which quantity, grade or
      quality, densities, shape, physical characteristics are so well
      established that they can be estimated with confidence sufficient to allow
      the appropriate application of technical and economic parameters, to
      support production planning and evaluation of the economic viability of
      the deposit. The estimate is based on detailed and reliable exploration,
      sampling and testing information gathered through appropriate techniques
      from locations such as outcrops, trenches, pits, workings and drill holes
      that are spaced closely enough to confirm both geological and grade
      continuity. Industry Guide 7  Description of Property by Issuers
        Engaged or to be Engaged in Significant Mining Operationsof
      the Securities and Exchange Commission does not define or recognize
      resources. As used in this Annual Report on Form 10-KSB, resourcesare as defined in National Instrument 43-101.
|-------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Muscovite            | A light coloured mica.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Phyllite             | An argillaceous rock intermediate between slate and
      schist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Placer               | Mineral, which has been separated from its host rock by
      natural processes and is often reconcentrated in streams as placer
        depositsor placer gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Porphyritic Phases   | Areas of rock in which one or more minerals occur as
      larger crystals in a relatively finer groundmass.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Pyrite               | A mineral containing iron and sulphur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Quartzite            | A metamorphic rock composed mostly of quartz (silicon
      dioxide)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Quartz-Mica Schist   | A laminated metamorphic rock with roughly
      equal quartz and mica. In geophysical surveying, an area with                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Resistivity Low      | higher electromagnetic conductivity than the surrounding
      area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Schist               | Flat plate-like metamorphic rock formations, which
      contain primarily mica.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Slate                | A metamorphosed mudstone.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|State Claims         | Mineral claims up to 40 acres, located on State of Alaska
      lands.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Stibnite             | A mineral composed of antimony and sulphur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Stocks               | Small intrusive bodies of rock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Thrust Fault Contact | One rock type pushed over top of another at a relatively
      low angle.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

ITEM 3. LEGAL PROCEEDINGS.

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

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

No matters were submitted to a vote of our security holders,
  through the solicitation of proxies or otherwise, during our fourth quarter
  ended November 30, 2007.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Our common shares are quoted on the OTC Bulletin Board under
  the symbol SLGLF, on the Berlin Stock Exchange under the symbol SLGL, and on
  the Frankfurt Stock Exchange under the symbol SLGL. The following table
  indicates the range of high and low bid information of our common shares for
  each quarter within the last two fiscal years:

36

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**OTCBB:**QUARTER ENDED
      HIGH BID
      LOW BIDNovember 30, 2005
      $0.07
      $0.04February 28, 2006
      $0.21
      $0.05May 31, 2006
      $0.17
      $0.10August
        31, 2006
      $0.11
      $0.06November 30, 2006
      $0.08
      $0.05February 28, 2007
      $0.14
      $0.06May 31, 2007
      $0.16
      $0.09August
        31, 2007
      $0.11
      $0.06November 30, 2007
      $0.09
      $0.07**BERLIN:**QUARTER ENDED
      HIGH BID
      LOW
        BIDNovember 30, 2005
      $0.06
      $0.03February 28, 2006
      $0.15
      $0.04May
        31, 2006
      $0.13
      $0.08August 31, 2006
      $0.08
      $0.04November 30, 2006
      $0.06
      $0.04February 28, 2007
      $0.14
      $0.06May
        31, 2007
      $0.016
      $0.09August 31, 2007
      $0.11
      $0.06November 30, 2007
      $0.09
      $0.07**FRANKFURT**QUARTER ENDED
      HIGH BID
      LOW BIDNovember 30, 2005
      $0.06
      $0.03February 28, 2006
      $0.16
      $0.04May 31, 2006
      $0.13
      $0.07August 31, 2006
      $0.08
      $0.05November 30, 2006
      $0.06
      $0.04February 28, 2007
      $0.11
      $0.05May
        31, 2007
      $0.12
      $0.07August 31, 2007
      $0.08
      $0.04November 30, 2007
      $0.07
      $0.05


The source of the high and low bid information is the NASD OTC
  Bulletin Board. The market quotations provided reflect inter-dealer prices,
  without retail mark-up, markdown or commission and may not represent actual
  transactions.

Holders

37

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As at February 21, 2008 we had 926,270,430 common shares issued
  and outstanding that were held by approximately 4,000 registered holders.

Dividends

We have not declared any dividends on our common stock in our
  two most recent fiscal years.

We are restricted in our ability to pay dividends by
  limitations under British Columbia law relating to the sufficiency of profits
  from which dividends may be paid. In addition, Silverados Articles (the
  equivalent of the Bylaws of a United States corporation) provide that no
  dividend shall be paid otherwise than out of funds or assets properly available
  for the payment of dividends and declaration by the directors as to the amount
  of such funds or assets available for dividends shall be conclusive.

Securities Authorized For Issuance Under Equity
  Compensation Plans

Set forth in the table below is information regarding
  outstanding equity awards made through equity compensation plans as of the end
  of the most recently completed fiscal year.

Equity Compensation Plan Information

|                                        |  | Number of        |  |   | Weighted         |  |  | Number of     | 
|--------------------------------------- |  | ---------------- |  | - | ---------------- |  |  | ------------- | 
|                                        |  | securities to be |  |   | average exercise |  |  | securities    | 
|                                        |  | issued upon      |  |   | price of         |  |  | available for | 
|                                        |  | exercise of      |  |   | outstanding      |  |  | future plan   | 
|                                        |  | outstanding      |  |   | options,         |  |  | issuance      | 
|                                        |  | options,         |  |   | warrants, and    |  |  |               | 
|                                        |  | warrants, and    |  |   | rights           |  |  |               | 
|Plan Category                           |  | rights           |  |   |                  |  |  |               | 
|Equity compensation plans               |  | N/A              |  |   | N/A              |  |  | N/A           | 
|approved by security holders            |  |                  |  |   |                  |  |  |               | 
|Equity compensation plans not           |  |                  |  |   |                  |  |  |               | 
|approved by security holders            |  |                  |  |   |                  |  |  |               | 
|2007-1
        Equity Compensation Plan |  | N/A              |  |   | N/A              |  |  | 25,000,000    | 
|2007 Stock Option
        Plan          |  | 25,000,000       |  | $ | 0.07             |  |  | 3,500,000     | 
|2006-II
        Stock Option Plan       |  | 27,300,000       |  | $ | 0.07             |  |  | 700,000       | 
|2006 Stock Option
        Plan          |  | 31,100,000       |  | $ | 0.05             |  |  | 5,900,000     | 

On August 31, 2007, our Board of Directors adopted the 2007-1
  Equity Compensation Plan (the "Incentive Stock Option Plan"). The Incentive
  Stock Option Plan was established to encourage certain of our officers,
  employees, directors and consultants to acquire and hold stock in the Company as
  an added incentive to remain with the Company and to increase their efforts in
  promoting the interests of the Company, as well as to attract and retain capable
  individuals. A maximum of twenty-five million (25,000,000) shares of our common
  stock can be issued under the Incentive Stock Option Plan. The aggregate fair
  market value of the our common shares issued to an employee in exchange for
  stock options under the Incentive Stock Option Plan cannot exceed $100,000
  during any calendar year. The Incentive Stock Option Plan may be terminated at
  the discretion of the Board of Directors of the Company.

On January 11, 2007, our Board of Directors adopted the 2007
  Stock Option Plan (the "2007 Plan"). The 2007 Plan authorizes the issuance of
  options to purchase our common stock to directors, officers, employees, and
  eligible consultants. We reserved 25,000,000 shares of our Common Stock for
  awards to be made under the 2007 Plan. On February 20, 2007, we filed a
  registration statement on Form S-8 to register all 25,000,000 of such shares.
  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 March 29, 2006, our Board of Directors adopted the 2006-II
  Stock Option Plan (the "2006-II Plan"). The 2006-II Plan authorizes the issuance
  of options to purchase our common stock to directors, officers, employees, and
  eligible consultants. We reserved 28,000,000 shares of our Common Stock for
  awards to be made under the 2006-II Plan. On March 31, 2006, we filed a
  registration statement on Form S-8 to register all 28,000,000 of such shares.
  The 2006-II Plan is to be administered by a committee of one or more members of
  the Board of Directors, and Mr. Garry L. Anselmo and Mr. James F. Dixon were
  named members of the committee charged with administering the 2006-II Plan. The
  2006-II 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.

38

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On January 4, 2006, our Board of Directors adopted the 2006
  Stock Option Plan (the "2006 Plan"). The 2006 Plan authorizes the issuance of
  options to purchase our common stock to directors, officers, employees, and
  eligible consultants. We reserved 37,000,000 shares of our Common Stock for
  awards to be made under the 2006 Plan. On April 11, 2006, we filed a
  registration statement on Form S-8 to register all 37,000,000 of such shares.
  The 2006 Plan is to be administered by a committee of two or more members of the
  Board of Directors. The 2006 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.

Recent Sales of Unregistered Securities

We have not sold any unregistered securities during the last
  fiscal year other than those we previously reported in Quarterly Reports on Form
  10-QSB or Current Reports on Form 8-K and filed with the Securities and Exchange
  Commission.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
  OPERATION.

PLAN OF OPERATION

Our plan of operation for the next twelve months is as
  follows:

The Nolan Gold Project

We are continuing our exploration program on the Nolan Gold
  Project. The objective of this exploration program is to continue with tunneling
  into the Workmans Bench mineralized zone to intersect the 80 foot wide zone
  that contains gold bearing antimony-quartz veins. The company intends to collect
  a bulk sample from the mineralized zone for metallurgical test work. The
  underground exposure of the mineralized zone will play an important key role for
  the company in obtaining a better understanding of the nature of the
  structurally controlled gold and antimony mineralization in the Solomon Shear
  Zone. This will significantly support Silverados exploration strategy. The
  underground work will continue until the end of January, 2008.

Reclamation work will be in progress throughout the summer and
  into fall. Our objective will be to reclaim 10 acres of disturbed surface area,
  while limiting 2008 surface disturbance to 5 acres or less. We work closely with
  the government agencies responsible for managing the lands that we work, and
  pride ourselves in being responsive and responsible stewards of the land.

Our drilling program will be aimed at lode gold and antimony
  exploration, and placer gold exploration. Lode drilling will focus on Pringle
  Bench, Workmans Bench and the Hillside along the Solomons Shear trend, and is
  designed to provide a better three dimensional understanding of the mineralized
  sections of the structure and how it is related to the placer gold deposits of
  the Nolan Creek area. Further exploration drilling will be conducted in the
  Fortress area which is part of a gold bearing east-west trending deformation
  zone. Placer drilling will focus on a series of targets on the hillside benches.
  Our exploration work will provide a basis for the assessment of the feasibility
  of future additional exploration activities, including test mining activities,
  at the Nolan Gold Project.

Our exploration plans are to further define gold deposits in
  order to provide a basis for the assessment of the feasibility of future
  additional test mining activities at the Nolan project. We are currently
  undertaking an extensive geological exploration program on the Nolan Gold
  Project. The program includes drilling and trenching, as well as the review of
  geological and geophysical data. The overall objectives of our exploration
  program are as follows:

| | 1. | To identify surface or sub-surface placer deposits at our
      Nolan Gold Project that are prospective for test mining operations. In
      general, these deposits are located on benches that are ancient river beds
      and lakeshore deposits located above the present channel of Nolan Creek.
      These deposits include Marys Bench, Jack London Bench, Wooll Bench,
      Workmans Bench, Swede Channel, Upper Nolan Creek (deep channel), Lower
      Nolan Bench and Marys East including areas adjoining to the north, east
      and south. The objectives of our drilling program will include the
      determination of the nature and extent of areas of known bench deposits
      that are prospects for test mining operations and the identification of
      new bench deposits that may be prospects for test mining operations.
      Marys Bench East and areas adjoining north, east and south as well as,
      the Swede Channel and the areas adjoining to the east and south, in that
      order, are our exploration priorities as they have showed the most
      positive results from earlier exploration that we have completed. Wooll
      Bench and Workmans Bench have been less extensively explored with only
      limited drilling. The Lower Nolan Bench has not been drilled. The newly
      discovered Jack London Bench may also be a priority target during fiscal
      2008.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 2. | To determine whether there is a potential lode gold and
      antimony deposit which may be the source of the placer gold found on the
      Nolan Gold Project. A lode deposit of gold occurs when gold is present in
      its host rock as differentiated from placer gold which is gold that has
      been removed from its host rock by the process of erosion. Our reverse
      circulation and diamond core drilling, trenching, geologic and geophysical
      work will be part of our on-going                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

39

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| |    | investigations to determine whether there exist one or
      more lode deposits on the Nolan Gold project that could be the source of
      our placer gold deposits.                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                              
| | 3. | To identify any placer deposits at Slisco Bench, which is
      located on our Hammond River property that are prospective for test mining
      operations. The Slisco Bench (deep channel) deposit is approximately 3 to
      4 miles northeast of the Nolan Deep Channel.

We have been working on interpreting the geology of the Nolan
  area since 1979, when we first acquired the project. Our latest and most
  extensive exploration program began in early 2007 and was directed at improving
  our placer deposit definition and discovering potential lode sources of the
  placer gold. Our exploration geologists and mining engineers have worked to move
  this objective forward. Our exploration efforts have included the analysis of
  geophysical data, geochemical sampling results, company records and analysis
  provided by government mineral investigation efforts and publications as well as
  the trenching and exploration drilling of target areas.

We plan to spend up to $5,000,000 in the next twelve months in
  carrying out our exploration activities for the Nolan Gold Project. Of this
  amount, we anticipate approximately $3,000,000 will be spent on test mining
  activities, with the balance being spent on maintaining our properties, and
  other exploration activities, including placer drilling, and lode drilling and
  trenching on the Solomons Shear. The actual amount that we spend on exploration
  will depend on the actual amount of funds that we have available for
  exploration. We are presently seeking sufficient financing to enable us to
  proceed with these plans and will require additional financing if we are able to
  proceed with our exploration plans, including our ongoing underground test
  mining activities. Further, while the amount of exploration expenditures may be
  off-set by any recoveries from sales of gold that we may achieve from test
  mining activities, we anticipate that these recoveries will not exceed our costs
  of exploration. However, at this time we are achieving recoveries from sales of
  gold.

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

We do not have any commercially viable reserves on any of our
  properties that comprise the Nolan Gold Project or any of our other properties.
  We plan to carry out exploration activities on the Nolan Gold Project that are
  referred to as test mining activities. The objective of the test mining
  activities on the Nolan Gold Project is to expand our knowledge of the placer
  deposits and lode gold occurrences on the Nolan Gold Project and to develop a
  cost effective method for working the deposits. While the irregular high grade
  nature of these deposits may preclude attainment of reserve categories;
  management does believe that we may be attaining profitability presently or
  soon, depending on the considerable increase of recovered gold this year
  anticipated over last. Profitability is the objective, while at the minimum we
  endeavor to pay for a portion of the expense associated with exploration of the
  Nolan Gold Project. As we have not established commercially viable reserves on
  the Nolan Gold Project, we anticipate that recoveries of gold from test mining
  activities may not be sufficient to pay for the full cost of exploration. There
  is no assurance that our test mining activities will result in a final
  evaluation that a commercially viable lode or placer mineral deposit exists on
  any of our mineral properties that comprise the Nolan Gold Project.

Ester Dome Property

During 2008, we plan to complete the closure of the Grant Mill
  Tailings Pond. This pond is filled to capacity, and will be capped and
  decommissioned after a final approval of the tailings pond closure plan is
  received from State of Alaska regulatory agencies. A meaningful exploration
  program may be completed during the summer months to explore for and identify
  small high-grade gold anomalies as well as larger low-grade gold anomalies.

Completing the 2008 exploration work plan will be contingent on
  available funding.

Hammond Property

The encouraging drill results to date, the potential of
  extending the Slisco Channel to the southeast plus the possibility of
  discovering gold bearing tributary channels, make this a prospect for additional
  discoveries. During the summer of 2008, a series of drill holes may be completed
  to explore for the extension of the Slisco Channel to the south. Presently, it
  has been traced for 1,800 feet. The drill program will also seek to define any
  gold bearing tributaries to the Slisco Channel.

This project will require additional funding for the company.
  Even if funding is acquired, there is no assurance that a commercial gold
  bearing placer deposit will be developed. Even if a gold bearing deposit is
  developed, additional funding will be required to mine the deposit, and until a
  feasibility study is completed, there is no assurance that the deposit will be
  profitable to mine.

40

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Eagle Creek Property

During 2008, annual assessment work will be completed on the
  Eagle Creek property to keep the mining claims in good standing. Assessment work
  will be focused on the northwest part of the claim block, where drilling and
  trenching has defined an intrusive host rock, thought to be a sill, containing
  low grade gold, silver and antimony mineralization. If funding permits, the
  company will design a drilling program to further investigate the gold and
  by-product mineral distribution of the intrusive. Additional work which includes
  trenching and drilling will also be completed on the Number One. The Number One
  Vein was the lode quartz structure which has been mined commercially for
  antimony.

A commercially viable economic mineral deposit has not been
  defined on the property, and there is no assurance that a commercially viable
  economic mineral deposit exists on the property.

Completing the 2008 work plan will be contingent on available
  funding. Even if funding becomes available, there is no assurance that a
  commercial gold-silver-antimony deposit will

Low-Rank Coal-Water Fuel Project

On December 18, 2006, Silverado Green Fuel Inc. announced the
  signing of a Memorandum of Understanding (MOU) between Choctaw County, the
  Choctaw County Economic Development District, the Mississippi Development
  Authority (MDA) and Silverado Green Fuel Inc. The MOU is an agreement to build
  the countrys first Low-Rank Coal-Water fuel commercial demonstration plant at
  the Red Hills Ecoplex just outside of Ackerman, MS. The anticipated $26 million
  Silverado Green Fuel Demonstration Project will be located on a 14-acre site,
  and is being designed to utilize the state's vast supply of low-rank coal
  reserves by converting them into green fuel, a new form of coal-based,
  environmentally friendly, low-cost, alternative fuel.

During late May of 2007 Silverado environmental staff met in a
  pre-permitting meeting with representatives of the Mississippi Department of
  Environmental Quality (MDEQ). At that meeting all the various sections of MDEQ
  that would be involved in the permitting of the Green Fuel industrial process
  were present, representatives of these sections were assigned to our project,
  and the lead MDEQ regulator that will serve as our point-of-contact was
  designated.

As we await full funding of the project, preliminary work on
  aspects of the various permits involved will continue during fiscal 2008. The
  development of an Environmental Management System (EMS) that was initiated in
  2007 upon the signing of the MOU will also continue during fiscal 2008.
  Silverado has also agreed to fund a study by the University of Alaska Fairbanks
  of the chemical and physical characteristics of Mississippi lignite coal, and it
  is anticipated that that study will commence during fiscal 2008.

There is no assurance that any financing will be obtained from
  either government or private sources to fund this project. It is the case,
  however, that two divisions of the state of Mississippi government have agreed
  to begin funding the start-up of our demonstration facility subject to certain
  terms and conditions as outlined in the MOU.

We expect to spend approximately $171,500 to fund the research
  into lignite coal conversion in conjunction with the University of Fairbanks,
  Alaska, referred to above, and the preparation of a Phase I feasibility study
  and cost estimate for the Mississippi Commercial Low Rank Coal Water Fuel plant.
  In addition we expect to incur administration costs of approximately $150,000
  relating to the Green Fuel project.

Cash Requirements and Additional Financings

At November 30, 2007, we had working capital of $1,759,774.
  During the first quarter of 2008 we raised $3,860,388 in additional share
  capital. Our plan of mining operations in Alaska anticipates that we will expend
  $6,550,000 during fiscal year 2008. In addition, we expect to spend $321,500 on
  research and development for the Green Fuel project and approximately $2,000,000
  on administrative costs in the Companys Vancouver office.

Our management is confident that they will be able to raise
  additional capital during the second, third and fourth quarters of Fiscal 2008
  to cover the resulting anticipated shortfall of approximately $3,250,000.
  However, there is no assurance that we will be able to raise the financing
  necessary to enable us to implement our business plan.

Planned operations as described above could be curtailed if
  funding were not available. In addition, as of the date of this filing gold is
  trading above the spot price used to value the Company's inventory at November
  30, 2007. Furthermore, historically, the Company has sold its gold inventory at
  a premium to the spot price. These benefits, although presently determinable,
  would serve to further reduce the anticipated shortfall.

41

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CRITICAL ACCOUNTING POLICIES

Exploration Stage Company

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

Mineral 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.

Asset retirement obligation

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

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

Stock Based Compensation

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

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 that would be considered material to investors.

42

---

ITEM 7. FINANCIAL STATEMENTS.

Our audited financial statements for the year ended November
  30, 2007, as set forth below, are included with this Annual Report on Form
  10-KSB/A. Our audited financial statements are prepared on the basis of
  accounting principles generally accepted in the United States and are expressed
  in U.S. dollars.

|                                                                                                                                                                                                                                                     | Page       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|Report of
      Independent Registered Public Accounting Firm                                                                                                                                                                                        | F-1        
|Consolidated Balance Sheets
      as of November 30, 2007 and 2006                                                                                                                                                                                   | F-2        
|Consolidated
      Statements of Operations and other Comprehensive Loss for the Years Ended
      November 30, 2007
      and 2006 and for the period since Recommencement of Exploration Stage, December
      1, 2001, to November 30,
      2007 | F-3        
|Consolidated Statement of
      Stockholders Equity for the years from Recommencement of Exploration
      Stage,
      December 1, 2001, to November 30, 2007                                                                                      | F-4 to F-6 
|Consolidated
      Statements of Cash Flows for the Years Ended November 30, 2007 and 2006
      and for the period
      since Recommencement of Exploration Stage, December 1, 2001, to November
      30, 2007                                    | F-7        
|Notes to Consolidated Financial
      Statements                                                                                                                                                                                                     | F-8 to F-27

43

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Silverado Gold
  Mines Ltd.

(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of
  Silverado Gold Mines Ltd. and Subsidiaries (An Exploration Stage Company) as of
  November 30, 2007 and 2006, and the related consolidated statements of
  operations and other comprehensive loss, stockholders equity, and cash flows
  for the years then ended. These consolidated financial statements are the
  responsibility of the companys management. Our responsibility is to express an
  opinion on these financial statements based on our audits. Our opinion on the
  consolidated statements of operations and other comprehensive loss,
  stockholders equity, and cash flows for the period since recommencement of the
  exploration stage, December 1, 2001 to November 30, 2007 insofar as it relates
  to amounts for the prior periods through November 30, 2004 is based on the
  reports of other auditors.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audits to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The company
  is not required to have, nor were we engaged to perform, an audit of its
  internal control over financial reporting. Our audits included consideration of
  internal control over financial reporting as a basis for designing audit
  procedures that are appropriate in the circumstances, but not for the purpose of
  expressing an opinion on the effectiveness of the companys internal control
  over financial reporting. Accordingly, we express no such opinion. An audit also
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements, assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  Silverado Gold Mines Ltd. and Subsidiaries (An Exploration Stage Company) as of
  November 30, 2007 and 2006, and the results of its operations and its cash flows
  for the years then ended in conformity with accounting principles generally
  accepted in the United States of America.

As discussed in note 2, the consolidated balance sheets as of
  November 30, 2007 and 2006, and the related consolidated statements of
  operations and other comprehensive loss, stockholders equity, and cash flows
  for the years then ended and for the period since recommencement of the
  exploration stage on December 1, 2001 to November 30, 2007 have been
  restated.

/s/ Berkovits & Company, LLPFort
  Lauderdale, Florida 
  February 21, 2008, except for 
  Note 2 which is as of 
  January 20, 2009

F-1

---

|SILVERADO GOLD MINES LTD.        
|---------------------------------
|(An Exploration Stage Company)   
|CONSOLIDATED BALANCE SHEETS      
|November 30, 2007 and 2006       
|(Stated in United States Dollars)

|                                                            |   | 2007        |   |   | 2006        |  
|----------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                            |   | (Restated)  |   |   | (Restated)  |  
|ASSETS                                                      |   |             |   |   |             |  
|                                                            |   |             |   |   |             |  
|Current Assets                                              |   |             |   |   |             |  
|Cash and cash equivalents                                   | $ | 1,073,457   |   | $ | 3,509,418   |  
|Gold inventory                                              |   | 1,969,870   |   |   | 493,188     |  
|Other receivables                                           |   | 294,505     |   |   | 9,972       |  
|Total Current Assets                                        |   | 3,337,832   |   |   | 4,012,578   |  
|Mineral rights                                              |   | 1,012,316   |   |   | 802,991     |  
|Property, plant and equipment, net                          |   | 2,158,379   |   |   | 1,053,533   |  
|                                                            |   |             |   |   |             |  
|Total Assets                                                | $ | 6,508,527   |   | $ | 5,869,102   |  
|                                                            |   |             |   |   |             |  
|LIABILITIES                                                 |   |             |   |   |             |  
|Current Liabilities                                         |   |             |   |   |             |  
|Accounts payable and
      accrued liabilities              | $ | 210,404     |   | $ | 332,229     |  
|Mineral claims royalty payable                              |   | 360,000     |   |   | 380,000     |  
|Payable to related
      party                              |   | 1,214,717   |   |   | 359,834     |  
|Convertible debentures                                      |   | 140,000     |   |   | 140,000     |  
|Capital lease
      obligation, current portion             |   | 31,013      |   |   | 129,286     |  
|                                                            |   |             |   |   |             |  
|Total Current Liabilities                                   |   | 1,956,134   |   |   | 1,341,349   |  
|Asset retirement obligation                                 |   | 529,311     |   |   | 521,058     |  
|Capital lease obligations                                   |   | -           |   |   | 247,129     |  
|                                                            |   |             |   |   |             |  
|Total Liabilities                                           |   | 2,485,445   |   |   | 2,109,536   |  
|                                                            |   |             |   |   |             |  
|STOCKHOLDERS EQUITY                                        |   |             |   |   |             |  
|Common stock                                                |   |             |   |   |             |  
|Authorized: unlimited common
      shares with no par value |   |             |   |   |             |  
|Issued and outstanding:                                     |   |             |   |   |             |  
|785,607,717 common shares
      (2006: 630,785,052)         |   | 89,374,641  |   |   | 82,538,598  |  
|Additional paid-in capital                                  |   | 1,200,408   |   |   | 466,314     |  
|Common stock to be issued                                   |   | 275,136     |   |   | 273,600     |  
|Accumulated deficit during exploration stage                |   | (86,827,103 | ) |   | (79,518,946 | )
|                                                            |   |             |   |   |             |  
|Total Stockholders Equity                                  |   | 4,023,082   |   |   | 3,759,566   |  
|                                                            |   |             |   |   |             |  
|Total Liabilities and Stockholders Equity                  | $ | 6,508,527   |   | $ | 5,869,102   |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F-2

---

|SILVERADO GOLD MINES LTD.                                                      
|-------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                 
|CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
      COMPREHENSIVE GAIN (LOSS)
|for the years ended November 30, 2007 and 2006                                 
|(Stated in United States Dollars)                                              

|                                                             |   |                         |   |   |                  |   |   | Period Since      |  
|------------------------------------------------------------ | - | ----------------------- | - | - | ---------------- | - | - | ----------------- | -
|                                                             |   |                         |   |   |                  |   |   | Recommencement    |  
|                                                             |   |                         |   |   |                  |   |   | Of                |  
|                                                             |   |                         |   |   |                  |   |   | Exploration Stage |  
|                                                             |   | Years ended November 30 |   |   | December 1, 2001 |  
|                                                             |   |                         |   |   |                  |   |   | To November 30,   |  
|                                                             |   | 2007                    |   |   | 2006             |   |   | 2007              |  
|                                                             |   | (Restated)              |   |   | (Restated)       |   |   | (Restated)        |  
|General and Administrative Expenses                          |   |                         |   |   |                  |   |   |                   |  
|Accounting and audit                                         | $ | 106,298                 |   | $ | 109,623          |   | $ | 389,935           |  
|Advertising and
      promotion                              |   | 928,416                 |   |   | 327,082          |   |   | 2,733,015         |  
|Consulting fees                                              |   | 1,157,569               |   |   | 1,223,060        |   |   | 6,763,859         |  
|Depreciation, accretion
      and impairment                 |   | 255,264                 |   |   | 226,587          |   |   | 2,225,511         |  
|Exploration expenses                                         |   | 3,075,868               |   |   | 2,538,706        |   |   | 12,427,615        |  
|Financing activities                                         |   | 50,000                  |   |   | -                |   |   | 302,003           |  
|Legal                                                        |   | 175,758                 |   |   | 264,169          |   |   | 711,415           |  
|Management services                                          |   | 1,820,129               |   |   | 1,028,066        |   |   | 4,764,707         |  
|Office                                                       |   | 1,041,794               |   |   | 941,372          |   |   | 3,770,110         |  
|Related party charges
      in excess of costs incurred      |   | 1,243,430               |   |   | 760,324          |   |   | 3,766,942         |  
|Reporting and investor relations                             |   | 228,604                 |   |   | 197,147          |   |   | 540,390           |  
|Research                                                     |   | 34,313                  |   |   | 129,698          |   |   | 769,690           |  
|Transfer agent fees and mailing                              |   | 59,443                  |   |   | 60,688           |   |   | 211,480           |  
|Write-off of mineral
      claim expenditures                |   | -                       |   |   | -                |   |   | 1,159,529         |  
|Write-down of property, plant and
      equipment            |   | -                       |   |   | -                |   |   | 285,875           |  
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Total General and Administrative Expenses                    |   | 10,176,886              |   |   | 7,806,522        |   |   | 40,822,076        |  
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Loss from Operations                                         |   | (10,176,886             | ) |   | (7,806,522       | ) |   | (40,822,076       | )
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Gold extraction and gold sales during the exploration stage  |   |                         |   |   |                  |   |   |                   |  
|Gold sale proceeds                                           |   | 1,169,509               |   |   | 87,357           |   |   | 1,461,313         |  
|Cost of gold sold                                            |   | (1,012,443              | ) |   | (114,743         | ) |   | (1,286,819        | )
|Gold inventory addition
      from gold extraction           |   | 2,489,124               |   |   | 585,510          |   |   | 3,248,056         |  
|Total gold income earned during the exploration stage        |   | 2,646,190               |   |   | 558,124          |   |   | 3,422,550         |  
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Interest income (expenses)                                   |   |                         |   |   |                  |   |   |                   |  
|Interest and other
      income                              |   | 18,689                  |   |   | 145,189          |   |   | 256,668           |  
|Interest on capital lease obligations                        |   | (16,518                 | ) |   | (43,187          | ) |   | (317,294          | )
|Interest on convertible
      debentures                     |   | (11,200                 | ) |   | (11,200          | ) |   | (695,807          | )
|Other interest and bank charges                              |   | (10,990                 | ) |   | (8,845           | ) |   | (47,472           | )
|Total interest (expenses) / income                           |   | (20,019                 | ) |   | 81,957           |   |   | (803,905          | )
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Net loss before cumulative effect of
      accounting change |   | (7,550,715              | ) |   | (7,166,441       | ) |   | (38,203,431       | )
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Cumulative effect of accounting change                       |   | -                       |   |   | -                |   |   | (99,481           | )
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Net loss                                                     |   | (7,550,715              | ) |   | (7,166,441       | ) |   | (38,302,912       | )
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Other comprehensive gain (loss)                              |   |                         |   |   |                  |   |   |                   |  
|Gain (Loss) on foreign exchange                              |   | 242,558                 |   |   | (4,878           | ) |   | 380,753           |  
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Comprehensive loss for the period                            | $ | (7,308,157              | ) | $ | (7,171,319       | ) | $ | (37,922,159       | )
|                                                             |   |                         |   |   |                  |   |   |                   |  
|Net loss per share                                           | $ | (0.01                   | ) | $ | (0.01            | ) |   |                   |  
|Basic and diluted weighted average number of                 |   |                         |   |   |                  |   |   |                   |  
|common shares outstanding                                    |   | 700,523,325             |   |   | 532,400,802      |   |   |                   |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F-3

---

|SILVERADO GOLD MINES LTD.                               
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY          
|for the years from December 1, 2001 to November 30, 2007
|(Stated in United States Dollars)                       

|                                       |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   | Accumulated |   |   |            |  
|-------------------------------------- |  | ---------- |  | - | ---------- | - | - | ----------- |  | - | ---------- |  | - | ------------ | - | - | ----------- | - | - | ---------- | -
|                                       |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   | Deficit     |   |   |            |  
|                                       |  | Number of  |  |   | Common     |   |   | Common      |  |   | Additional |  |   |              |   |   | during      |   |   |            |  
|                                       |  | Common     |  |   | Shares -   |   |   | Stock to be |  |   | Paid in    |  |   | Deferred     |   |   | Exploration |   |   |            |  
|                                       |  | Shares     |  |   | Amount     |   |   | Issued      |  |   | Capital    |  |   | Compensation |   |   | Stage       |   |   | Total      |  
|                                       |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   | (Restated)  |   |   | (Restated) |  
|                                       |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|Balance, November 30, 2001             |  | 42,423,988 |  | $ | 47,056,285 |   | $ | -           |  | $ | -          |  | $ | -            |   | $ | (48,904,944 | ) | $ | (1,848,659 | )
|Shares issued:                         |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|For options exercised                  |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|January 2002 @ $0.15 per share         |  | 3,700,000  |  |   | 555,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 555,000    |  
|April 2002 @
      $0.11 per share     |  | 2,000,000  |  |   | 220,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 220,000    |  
|May 2002 @ $0.125 per share            |  | 1,200,000  |  |   | 150,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 150,000    |  
|For warrants exercised                 |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|March 2002 @ $0.05 per share           |  | 5,300,000  |  |   | 265,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 265,000    |  
|April 2002 @
      $0.08 per share     |  | 2,000,000  |  |   | 160,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 160,000    |  
|July 2002 @ $0.35 per share            |  | 1,800,000  |  |   | 630,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 630,000    |  
|July 2002 @
      $0.20 per share      |  | 2,000,000  |  |   | 400,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 400,000    |  
|August 2002 @ $0.10 per share          |  | 5,150,000  |  |   | 515,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 515,000    |  
|For consulting fees                    |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|February 2002 @ $0.11 per share        |  | 1,091,667  |  |   | 120,084    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 120,084    |  
|April 2002 @
      $0.12 per share     |  | 350,000    |  |   | 42,000     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 42,000     |  
|May 2002 @ $0.13 per share             |  | 308,333    |  |   | 40,083     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 40,083     |  
|May 2002 @ $0.15
      per share       |  | 391,667    |  |   | 60,000     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 60,000     |  
|February 2002 @ $0.18 per share        |  | 350,000    |  |   | 63,000     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 63,000     |  
|June 2002 @
      $0.23 per share      |  | 308,333    |  |   | 70,917     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 70,917     |  
|August 2002 @ $0.34 per share          |  | 300,000    |  |   | 102,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 102,000    |  
|August 2002 @
      $0.35 per share    |  | 41,667     |  |   | 14,583     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 14,583     |  
|June 2002 @ $0.38 per share            |  | 41,667     |  |   | 14,583     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 14,583     |  
|July 2002 @
      $0.39 per share      |  | 83,333     |  |   | 32,500     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 32,500     |  
|October 2002 @ $0.40 per share         |  | 41,667     |  |   | 16,667     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 16,667     |  
|November 2002 @
      $0.41 per share  |  | 268,333    |  |   | 109,217    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 109,217    |  
|September 2002 @ $0.43 per share       |  | 925,005    |  |   | 397,752    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 397,752    |  
|October 2002 @
      $0.44 per share   |  | 50,000     |  |   | 22,000     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 22,000     |  
|September 2002 @ $0.46 per share       |  | 41,667     |  |   | 19,167     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 19,167     |  
|September 2002 @
      $0.48 per share |  | 100,000    |  |   | 48,000     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 48,000     |  
|November 2002 @ $0.60 per share        |  | 99,996     |  |   | 59,998     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 59,998     |  
|                                       |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|For private placements, net of         |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|commissions                            |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|December 2002 @ $0.04 per share        |  | 2,500,000  |  |   | 100,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 100,000    |  
|February 2002 @
      $0.05 per share  |  | 5,300,000  |  |   | 265,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 265,000    |  
|April 2002 @ $0.09 per share           |  | 2,000,000  |  |   | 180,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 180,000    |  
|May 2002 @ $0.10
      per share       |  | 2,000,000  |  |   | 200,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 200,000    |  
|June 2002 @ $0.15 per share            |  | 4,000,000  |  |   | 600,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 600,000    |  
|July 2002 @
      $0.26 per share      |  | 250,000    |  |   | 65,000     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 65,000     |  
|July 2002 @ $0.30 per share            |  | 1,200,000  |  |   | 360,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 360,000    |  
|September 2002 @
      $0.38 per share |  | 400,000    |  |   | 152,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 152,000    |  
|November 2002 @ $0.32 per share        |  | 3,125,000  |  |   | 1,000,000  |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 1,000,000  |  
|In lieu of payment for debentures      |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|December 2002 @ $0.10 per share        |  | 1,628,971  |  |   | 162,897    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 162,897    |  
|June 2002 @
      $0.11 per share      |  | 1,437,520  |  |   | 158,127    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 158,127    |  
|March 2002 @ $0.13 per share           |  | 1,234,710  |  |   | 160,512    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 160,512    |  
|September 2002 @
      $0.37 per share |  | 2,643,107  |  |   | 984,391    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 984,391    |  
|Subscriptions received                 |  | -          |  |   | -          |   |   | 268,613     |  |   | -          |  |   | -            |   |   | -           |   |   | 268,613    |  
|Stock option granted                   |  | -          |  |   | -          |   |   | -           |  |   | 292,320    |  |   | (164,213     | ) |   | -           |   |   | 128,107    |  
|Net loss for the year                  |  | -          |  |   | -          |   |   | -           |  |   | -          |  |   | -            |   |   | (6,965,911  | ) |   | (6,965,911 | )
|Balance, November 30, 2002             |  | 98,086,631 |  |   | 55,571,763 |   |   | 268,613     |  |   | 292,320    |  |   | (164,213     | ) |   | (55,870,855 | ) |   | 97,628     |  
|Shares issued:                         |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|For private placements (net)           |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|December 2002 @ $0.50 per share        |  | 5,500,000  |  |   | 2,750,000  |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 2,750,000  |  
|January 2003 @
      $0.55 per share   |  | 909,091    |  |   | 500,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 500,000    |  
|April 2003 @ $0.33 per share           |  | 3,525,582  |  |   | 1,163,400  |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 1,163,400  |  
|July 2003 @
      $0.15 per share      |  | 1,666,667  |  |   | 250,000    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 250,000    |  
|August 2003 @ $0.10 per share          |  | 13,050,000 |  |   | 1,305,000  |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 1,305,000  |  
|Commissions paid                       |  | -          |  |   | (641,155   | ) |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | (641,155   | )
|For options exercised                  |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|December 2002 @
      $0.35 per share  |  | 200,000    |  |   | 70,000     |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 70,000     |  
|For warrants exercised                 |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|                                       |  |            |  |   |            |   |   |             |  |   |            |  |   |              |   |   |             |   |   |            |  
|August 2003 @ $0.08 per
      share    |  | 10,864,539 |  |   | 884,121    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 884,121    |  
|July 2003 @ $0.12 per share            |  | 954,546    |  |   | 114,546    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 114,546    |  
|September 2003 @ $0.10
      per share |  | 3,459,086  |  |   | 345,908    |   |   | -           |  |   | -          |  |   | -            |   |   | -           |   |   | 345,908    |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F-4

---

|SILVERADO GOLD MINES LTD.                               
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY          
|for the years from December 1, 2001 to November 30, 2007
|(Stated in United States Dollars)                       

|                                       |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   | Accumulated |   |  |            |  
|-------------------------------------- |  | ----------- |  |  | ---------- | - |  | ----------- | - |  | ---------- |  |  | ------------ | - | - | ----------- | - |  | ---------- | -
|                                       |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   | Deficit     |   |  |            |  
|                                       |  | Number of   |  |  | Common     |   |  | Common      |   |  | Additional |  |  |              |   |   | during      |   |  |            |  
|                                       |  | Common      |  |  | Shares -   |   |  | Stock to be |   |  | Paid in    |  |  | Deferred     |   |   | Exploration |   |  |            |  
|                                       |  | Shares      |  |  | Amount     |   |  | Issued      |   |  | Capital    |  |  | Compensation |   |   | Stage       |   |  | Total      |  
|                                       |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   | (Restated)  |   |  | (Restated) |  
|For consulting fees                    |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|November 2003 @ $0.22 per share        |  | 2,511,668   |  |  | 554,085    |   |  | (268,613    | ) |  | -          |  |  | -            |   |   | -           |   |  | 285,472    |  
|In lieu of payment for debentures      |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|December 2002 @ $0.38 per share        |  | 372,818     |  |  | 141,671    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 141,671    |  
|April 2003 @
      $0.18 per share     |  | 3,274,865   |  |  | 588,893    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 588,893    |  
|August 2003 @ $0.14 per share          |  | 913,551     |  |  | 127,897    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 127,897    |  
|November 2003 @
      $0.46 per share  |  | 738,308     |  |  | 340,006    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 340,006    |  
|Subscriptions received                 |  | -           |  |  | -          |   |  | 115,000     |   |  | -          |  |  | -            |   |   | -           |   |  | 115,000    |  
|Amortization of stock-based            |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|compensation                           |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | 129,397      |   |   | -           |   |  | 129,397    |  
|Stock option granted                   |  | -           |  |  | -          |   |  | -           |   |  | 171,994    |  |  | (42,896      | ) |   | -           |   |  | 129,098    |  
|Net loss for the year                  |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | -            |   |   | (8,519,169  | ) |  | (8,519,169 | )
|Balance, November 30, 2003             |  | 146,027,352 |  |  | 64,066,135 |   |  | 115,000     |   |  | 464,314    |  |  | (77,712      | ) | $ | (64,390,024 | ) |  | 177,713    |  
|Shares issued:                         |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|For private placements                 |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|December 2003 @ $0.075 per share       |  | 1,533,894   |  |  | 115,000    |   |  | (115,000    | ) |  | -          |  |  | -            |   |   | -           |   |  | -          |  
|February 2004 @
      $0.075 per share |  | 15,390,070  |  |  | 1,154,255  |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 1,154,255  |  
|June 2004 @ $0.05 per share            |  | 21,666,667  |  |  | 1,083,334  |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 1,083,334  |  
|September 2004 @
      $0.04 per share |  | 2,500,000   |  |  | 100,000    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 100,000    |  
|September 2004 @
      $0.035 per      |  | 2,857,143   |  |  | 100,000    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 100,000    |  
|share                                  |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|October 2004 @ $0.06 per share         |  | 1,166,667   |  |  | 70,000     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 70,000     |  
|November 2004 @
      $0.03 per share  |  | 10,000,000  |  |  | 300,000    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 300,000    |  
|Commissions paid                       |  | -           |  |  | (357,690   | ) |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | (357,690   | )
|For warrants exercised                 |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|January 2004 @ $0.075per share         |  | 8,876,597   |  |  | 665,745    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 665,745    |  
|November 2004 @
      $0.03 per share  |  | 6,000,000   |  |  | 180,000    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 180,000    |  
|For consulting fees                    |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|January 2004 @
      $0.14 per share   |  | 495,000     |  |  | 69,300     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 69,300     |  
|April 2004 @ $0.09 per share           |  | 750,000     |  |  | 67,500     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 67,500     |  
|April 2004 @
      $0.10 per share     |  | 50,000      |  |  | 5,000      |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 5,000      |  
|April 2004 @ $0.137 per share          |  | 720,000     |  |  | 98,640     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 98,640     |  
|June 2004 @
      $0.12 per share      |  | 410,000     |  |  | 49,200     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 49,200     |  
|August 2004 @ $0.07 per share          |  | 150,000     |  |  | 10,500     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 10,500     |  
|November 2004 @
      $0.06 per share  |  | 1,516,667   |  |  | 91,000     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 91,000     |  
|November 2004 @ $0.06 per share        |  | 2,325,000   |  |  | 186,000    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 186,000    |  
|In lieu of payment for debentures      |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|December 2003 @ $0.11 per share        |  | 1,119,342   |  |  | 123,128    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 123,128    |  
|February 2004 @
      $0.10 per share  |  | 559,915     |  |  | 55,992     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 55,992     |  
|June 2004 @ $0.067 per share           |  | 248,685     |  |  | 16,660     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 16,660     |  
|September 2004 @ $0.049 per            |  | 86,588      |  |  | 4,243      |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 4,243      |  
|share                                  |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|Subscriptions received                 |  | -           |  |  | -          |   |  | 70,000      |   |  | -          |  |  | -            |   |   | -           |   |  | 70,000     |  
|Amortization of stock-based            |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|compensation                           |  |             |  |  | -          |   |  | -           |   |  | -          |  |  | 77,712       |   |   | -           |   |  | 77,712     |  
|Stock-based compensation               |  | -           |  |  | -          |   |  | -           |   |  | 2,000      |  |  | -            |   |   | -           |   |  | 2,000      |  
|Net loss for the year                  |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | -            |   |   | (4,836,363  | ) |  | (4,836,363 | )
|Balance, November 30, 2004 (Restated)  |  | 224,449,587 |  |  | 68,253,942 |   |  | 70,000      |   |  | 466,314    |  |  | -            |   |   | (69,226,387 | ) |  | (436,131   | )
|Shares issued:                         |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|For private placements                 |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|December 2004 @
      $0.032 per share |  | 3,076,924   |  |  | 100,000    |   |  | (70,000     | ) |  | -          |  |  | -            |   |   | -           |   |  | 30,000     |  
|February 2005 @ $0.04 per share        |  | 562,500     |  |  | 22,500     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 22,500     |  
|October 2005 @
      $0.0275 per share |  | 5,454,546   |  |  | 150,000    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 150,000    |  
|November 2005 @ $0.02 per share        |  | 8,250,000   |  |  | 165,000    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 165,000    |  
|November 2005 @ $0.025 per             |  | 8,000,000   |  |  | 200,000    |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 200,000    |  
|share                                  |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|November 2005 @
      $0.03 per share  |  | 38,540,338  |  |  | 1,156,210  |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 1,156,210  |  
|November 2005 @
      $0.032 per       |  | 56,335,379  |  |  | 1,267,546  |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 1,267,546  |  
|share                                  |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|Commissions paid                       |  | -           |  |  | (325,363   | ) |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | (325,363   | )
|For consulting fees                    |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  
|December 2004 @ $0.025 per share       |  | 2,000,000   |  |  | 50,000     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 50,000     |  
|December 2004 @ $0.033
      per share |  | 1,150,000   |  |  | 38,000     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 38,000     |  
|January 2005 @ $0.06 per share         |  | 420,000     |  |  | 25,200     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 25,200     |  
|January 2005 @ $0.07
      per share   |  | 160,000     |  |  | 11,200     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 11,200     |  
|January 2005 @ $0.09 per share         |  | 160,000     |  |  | 14,400     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 14,400     |  
|February 2005 @ $0.05
      per share  |  | 1,450,000   |  |  | 72,500     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 72,500     |  
|February 2005 @ $0.08 per share        |  | 895,000     |  |  | 71,600     |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 71,600     |  
|May 2005 @ $0.04 per
      share       |  | 50,000      |  |  | 2,000      |   |  | -           |   |  | -          |  |  | -            |   |   | -           |   |  | 2,000      |  
|Subscriptions received                 |  | -           |  |  | -          |   |  | 54,500      |   |  | -          |  |  | -            |   |   | -           |   |  | 54,500     |  
|Stock-based compensation               |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |   |             |   |  |            |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F-5

---

|SILVERADO GOLD MINES LTD.                               
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY          
|for the years from December 1, 2001 to November 30, 2007
|(Stated in United States Dollars)                       

|                                            |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   | Accumulated   |   |   |            |  
|------------------------------------------- |  | ----------- |  | - | ---------- | - | - | ----------- | - | - | ---------- |  |  | ------------ |  | - | ------------- | - | - | ---------- | -
|                                            |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   | Deficit       |   |   |            |  
|                                            |  | Number of   |  |   | Common     |   |   | Common      |   |   | Additional |  |  |              |  |   | during        |   |   |            |  
|                                            |  | Common      |  |   | Shares -   |   |   | Stock to be |   |   | Paid in    |  |  | Deferred     |  |   | Exploration   |   |   |            |  
|                                            |  | Shares      |  |   | Amount     |   |   | Issued      |   |   | Capital    |  |  | Compensation |  |   | Stage         |   |   | Total      |  
|                                            |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   | (Restated)    |   |   | (Restated) |  
|December 2004 @
      $0.07 per share       |  | 600,001     |  |   | 42,000     |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 42,000     |  
|December 2004 @ $0.06 per share             |  | 3,500,000   |  |   | 210,003    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 210,003    |  
|Net loss for the year                       |  | -           |  |   | -          |   |   | -           |   |   | -          |  |  | -            |  |   | (3,394,107    | ) |   | (3,394,107 | )
|Balance, November 30, 2005                  |  | 355,054,275 |  |   | 71,526,738 |   |   | 54,500      |   |   | 466,314    |  |  | -            |  |   | (72,620,494   | ) |   | (572,942   | )
|                                            |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|Cumulative effect of accounting change, net |  | -           |  |   | -          |   |   | -           |   |   | -          |  |  | -            |  |   | 272,867       |   |   | 272,867    |  
|of income taxes, refer to Note 2, below     |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|Shares issued:                              |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|For private placements                      |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|December 2005 @ $0.028 per share            |  | 4,285,715   |  |   | 120,000    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 120,000    |  
|December 2005 @
      $0.035 per share      |  | 428,573     |  |   | 15,000     |   |   | (15,000     | ) |   | -          |  |  | -            |  |   | -             |   |   | -          |  
|January 2006 @ $0.025 per share             |  | 85,806,201  |  |   | 2,145,145  |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 2,145,145  |  
|January 2006 @
      $0.03 per share        |  | 14,020,000  |  |   | 420,600    |   |   | (8,000      | ) |   | -          |  |  | -            |  |   | -             |   |   | 412,600    |  
|January 2006 @ $0.0325 per share            |  | 4,776,924   |  |   | 155,250    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 155,250    |  
|January 2006 @
      $0.038 per share       |  | 1,914,475   |  |   | 72,750     |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 72,750     |  
|February 2006 @ $0.114 per share            |  | 788,782     |  |   | 90,000     |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 90,000     |  
|April 2006 @
      $0.06 per share          |  | 71,626,667  |  |   | 4,297,600  |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 4,297,600  |  
|April 2006 @ $0.07 per share                |  | 9,900,001   |  |   | 693,000    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 693,000    |  
|May 2006 @ $0.08
      per share            |  | 5,650,000   |  |   | 452,000    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 452,000    |  
|May 2006 @ $0.10 per share                  |  | 4,000,000   |  |   | 400,000    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 400,000    |  
|October 2006 @
      $0.0285 per share      |  | 35,087,719  |  |   | 1,000,000  |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 1,000,000  |  
|Commissions paid                            |  | -           |  |   | (1,170,791 | ) |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | (1,170,791 | )
|For warrants exercised                      |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|December 2005 @ $0.0225 per
      share     |  | 1,400,000   |  |   | 31,500     |   |   | (31,500     | ) |   | -          |  |  | -            |  |   | -             |   |   | -          |  
|July 2006 @
      $0.04 per share           |  | 18,888,888  |  |   | 755,556    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 755,556    |  
|July 2006 @ $0.069 per share                |  | 11,081,832  |  |   | 767,000    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 767,000    |  
|For consulting fees                         |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|March 2006 to November 2006 @               |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|$0.13 per share                             |  | 6,075,000   |  |   | 767,250    |   |   | -           |   |   | -          |  |  | -            |  |   | -             |   |   | 767,250    |  
|Subscriptions received                      |  | -           |  |   | -          |   |   | 273,600     |   |   | -          |  |  | -            |  |   | -             |   |   | 273,600    |  
|Net loss for the year, as restated          |  | -           |  |   | -          |   |   | -           |   |   | -          |  |  | -            |  |   | (7,171,319    | ) |   | (7,171,319 | )
|Balance, November 30, 2006, as restated     |  | 630,785,052 |  |   | 82,538,598 |   |   | 273,600     |   |   | 466,314    |  |  | -            |  |   | (79,518,946   | ) |   | 3,759,566  |  
|Shares issued                               |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|For private placements                      |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|September 2007 @
      $0.0321 per share    |  | 59,166,669  |  |   | 1,900,000  |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 1,900,000  |  
|November 2007 @ $0.035 per share            |  | 4,700,000   |  |   | 164,500    |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 164,500    |  
|Commissions Paid                            |  |             |  |   | (408,458   | ) |   |             |   |   |            |  |  |              |  |   |               |   |   | (408,458   | )
|For warrants exercised                      |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|January 2007 @
      $0.06 per share        |  | 2,500,000   |  |   | 150,000    |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 150,000    |  
|February 2007 @ $0.03 per share             |  | 11,500,000  |  |   | 345,000    |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 345,000    |  
|March 2007 @
      $0.07 per share          |  | 17,343,359  |  |   | 1,214,035  |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 1,214,035  |  
|May 2007 @ $0.05 per share                  |  | 34,411,028  |  |   | 1,720,551  |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 1,720,551  |  
|For Options exercised                       |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|December 2006 @ $0.05 per share             |  | 500,000     |  |   | 25,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 25,000     |  
|March 2007 @
      $0.05 per share          |  | 1,300,000   |  |   | 65,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 65,000     |  
|April 2007 @ $0.0505 per share              |  | 8,500,000   |  |   | 429,000    |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 429,000    |  
|May 2007 @ $0.05
      per share            |  | 1,280,000   |  |   | 64,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 64,000     |  
|September 2007 @ $0.058 per
      share     |  | 500,000     |  |   | 29,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 29,000     |  
|October 2007 @
      $0.05 per share        |  | 600,000     |  |   | 30,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 30,000     |  
|For Consulting fees                         |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|December 2006 @
      $0.13 per share       |  | 200,000     |  |   | 26,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 26,000     |  
|January 2007 @
      $0.0814 per share      |  | 4,375,000   |  |   | 356,250    |   |   | (273,600    | ) |   |            |  |  |              |  |   |               |   |   | 82,650     |  
|February 2007 @ $0.13 per share             |  | 200,000     |  |   | 26,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 26,000     |  
|March 2007 @
      $0.0959 per share        |  | 1,370,067   |  |   | 131,401    |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 131,401    |  
|April 2007 @ $0.1435 per share              |  | 575,000     |  |   | 82,500     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 82,500     |  
|May 2007 @
      $0.1009 per share          |  | 834,251     |  |   | 84,154     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 84,154     |  
|June 2007 @ $0.1 per share                  |  | 200,000     |  |   | 20,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 20,000     |  
|July 2007 @
      $0.09 per share           |  | 975,000     |  |   | 87,750     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 87,750     |  
|August 2007 @ $0.09 per share               |  | 600,000     |  |   | 54,000     |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 54,000     |  
|September 2007 @
      $0.07 per share      |  | 1,492,291   |  |   | 104,460    |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 104,460    |  
|November 2007 @ $0.0799 per
      share     |  | 1,700,000   |  |   | 135,900    |   |   |             |   |   |            |  |  |              |  |   |               |   |   | 135,900    |  
|Amortization of stock-based compensation    |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   |               |   |   |            |  
|                                            |  |             |  |   |            |   |   |             |   |   | 734,094    |  |  |              |  |   |               |   |   | 734,093    |  
|Subscriptions received                      |  |             |  |   |            |   |   | 275,136     |   |   |            |  |  |              |  |   |               |   |   | 275,136    |  
|Net Loss for the year, as restated          |  |             |  |   |            |   |   |             |   |   |            |  |  |              |  |   | (7,308,157    | ) |   | (7,308,157 | )
|Balance, November 30, 2007, as restated     |  | 785,607,717 |  | $ | 89,374,641 |   | $ | 275,136     |   | $ | 1,200,408  |  |  | -            |  | $ | $ (86,827,103 | ) | $ | 4,023,082  |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F-6

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|CONSOLIDATED STATEMENTS OF CASH FLOWS         
|for the years ended November 30, 2007 and 2006
|(Stated in United States Dollars)             

|                                                       |   |                         |   |   |                  |   |   | Period Since    |  
|------------------------------------------------------ | - | ----------------------- | - | - | ---------------- | - | - | --------------- | -
|                                                       |   |                         |   |   |                  |   |   | Recommencement  |  
|                                                       |   |                         |   |   |                  |   |   | Of Exploration  |  
|                                                       |   |                         |   |   |                  |   |   | Stage           |  
|                                                       |   | Years Ended November 30 |   |   | December 1, 2001 |  
|                                                       |   | 2007                    |   |   | 2006             |   |   | to November 30, |  
|                                                       |   | (Restated)              |   |   | (Restated)       |   |   | 2007 (Restated) |  
|Cash Flows used in Operating Activities                |   |                         |   |   |                  |   |   |                 |  
|Net loss for the
      period                          | $ | (7,308,157              | ) | $ | (7,171,319       | ) | $ | (37,922,159     | )
|Adjustments to reconcile loss to net cash              |   |                         |   |   |                  |   |   |                 |  
|used in operating activities:                          |   |                         |   |   |                  |   |   |                 |  
|Cumulative effect of accounting change                 |   | -                       |   |   | -                |   |   | 99,481          |  
|Depreciation, accretion and impairment                 |   | 255,264                 |   |   | 226,587          |   |   | 2,225,511       |  
|Stock based compensation                               |   | 734,094                 |   |   | -                |   |   | 3,375,644       |  
|Stock issued for debentures                            |   | -                       |   |   | -                |   |   | 217,687         |  
|Non-cash consulting and legal expense                  |   | 1,108,416               |   |   | 1,040,850        |   |   | 2,737,706       |  
|Non-cash financing expense                             |   | -                       |   |   | -                |   |   | 252,003         |  
|Interest accrued                                       |   | -                       |   |   | -                |   |   | 486,370         |  
|Write-off of mineral claim expenditures                |   | -                       |   |   | -                |   |   | 1,159,529       |  
|Write-down of property, plant and equipment            |   | -                       |   |   | -                |   |   | 285,875         |  
|Changes in
      non-cash operating working capital:   |   |                         |   |   |                  |   |   |                 |  
|Other receivables                                      |   | (284,533                | ) |   | (3,378           | ) |   | (291,630        | )
|Gold inventory                                         |   | (1,476,682              | ) |   | (470,767         | ) |   | (1,961,237      | )
|Prepaid expense                                        |   | -                       |   |   | -                |   |   |                 |  
|Accounts payable and accrued liabilities               |   | (113,572                | ) |   | (79,222          | ) |   | (396,129        | )
|                                                       |   |                         |   |   |                  |   |   |                 |  
|Net cash used in Operating Activities                  |   | (7,085,170              | ) |   | (6,457,249       | ) |   | (29,731,349     | )
|                                                       |   |                         |   |   |                  |   |   |                 |  
|Cash Flows (used in) provided by Investing Activities  |   |                         |   |   |                  |   |   |                 |  
|Investment in mineral properties                       |   | (229,325                | ) |   | (544,629         | ) |   | (968,816        | )
|Purchase of
      property, plant and equipment        |   | (1,360,110              | ) |   | (49,604          | ) |   | (2,744,419      | )
|Disposal of property, plant and equipment              |   | -                       |   |   | 55,037           |   |   | 207,289         |  
|Net cash (used in) provided by Investing Activities    |   | (1,589,435              | ) |   | 539,196          |   |   | (3,505,946      | )
|                                                       |   |                         |   |   |                  |   |   |                 |  
|Cash Flows from Financing Activities                   |   |                         |   |   |                  |   |   |                 |  
|Common stock issued for cash (net of share issue       |   | 5,727,627               |   |   | 10,190,110       |   |   | 34,580,040      |  
|costs)                                                 |   |                         |   |   |                  |   |   |                 |  
|Share subscriptions received                           |   | 1,536                   |   |   | -                |   |   | 1,536           |  
|Repayment of
      convertible debentures              |   | -                       |   |   | (36,652          | ) |   | (74,999         | )
|Repayment of loans payable                             |   | -                       |   |   | -                |   |   | (35,729         | )
|Repayment of
      capital lease obligations           |   | (345,402                | ) |   | (345,734         | ) |   | (1,100,594      | )
|Advanced from related party                            |   | 854,883                 |   |   | 289,550          |   |   | 923,405         |  
|Net cash provided by Financing Activities              |   | 6,238,644               |   |   | 10,097,274       |   |   | 34,293,659      |  
|                                                       |   |                         |   |   |                  |   |   |                 |  
|Net change in cash and cash equivalents                |   | (2,435,961              | ) |   | 3,100,829        |   |   | 1,056,364       |  
|Cash and cash equivalents, beginning of
      period   |   | 3,509,418               |   |   | 408,589          |   |   | 17,093          |  
|Cash and cash equivalents, end of the period           | $ | 1,073,457               |   | $ | 3,509,418        |   | $ | 1,073,457       |  
|                                                       |   |                         |   |   |                  |   |   |                 |  
|Supplemental information:                              |   |                         |   |   |                  |   |   |                 |  
|Interest paid during the year                          | $ | 27,718                  |   | $ | 54,387           |   | $ | 1,103,101       |  
|Mineral claims royalty payable changes during the year |   | (20,000                 | ) |   | (20,000          | ) |   | 43,500          |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F-7

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

|Note 1 | Nature and Continuance of
      Operations                                                                                                                                                                                                                                                                                                                                                                                    
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Silverado Gold Mines Ltd, the Company, is an
      exploration stage company in the process of exploring its resource
      properties and has not yet determined whether these properties contain
      reserves that are economically recoverable. The company is also engaged in
      the research and development of low-rank coal-water fuel as a replacement
      fuel for oil fired boilers and utility generators.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The Companys operations have been funded primarily from
      sales of its stock and the sale of gold extracted during exploration
      activities. Management anticipates that the cash generated from operating
      activities, together with additional funding commitments will be
      sufficient to finance the Companys operations over the next twelve
      months.                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|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 the following accounting policies changes, restatements
      and reclassifications to the consolidated financial statements for the
      fiscal years 2007 and 2006.                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | a)                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | b)                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | c)                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                               

F-8

---

| | d) | 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
      periods presented is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                                                                  |   | 2007       |   |   | 2006      |  
| | ---------------------------------------------------------------- | - | ---------- | - | - | --------- | -
| |                                                                  |   |            |   |   |           |  
| | Total Assets, as previously stated                               | $ | 5,874,287  |   | $ | 5,084,552 |  
| | Gold inventory as previously stated at spot price                |   | (2,347,946 | ) |   | (511,629  | )
| | Gold inventory, as restated at the lower of
      cost or market |   | 1,969,870  |   |   | 493,188   |  
| | Mineral rights costs previously expensed                         |   | 1,012,316  |   |   | 802,991   |  
| | Total Assets, as restated                                        | $ | 6,508,527  |   | $ | 5,869,102 |  

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

| |                                                                     |   |                         |   |   |             |   |   | Period Since |  
| | ------------------------------------------------------------------- | - | ----------------------- | - | - | ----------- | - | - | ------------ | -
| |                                                                     |   |                         |   |   |             |   |   | Recommencem  |  
| |                                                                     |   |                         |   |   |             |   |   | ent Of       |  
| |                                                                     |   |                         |   |   |             |   |   | Exploration  |  
| |                                                                     |   |                         |   |   |             |   |   | Stage        |  
| |                                                                     |   | Years ended November 30 |   |   | December 1, |  
| |                                                                     |   |                         |   |   |             |   |   | 2001         |  
| |                                                                     |   |                         |   |   |             |   |   | To November  |  
| |                                                                     |   |                         |   |   |             |   |   | 30,          |  
| |                                                                     |   | 2007                    |   |   | 2006        |   |   | 2007         |  
| |                                                                     |   |                         |   |   |             |   |   |              |  
| | Net loss for the period, as previously
      stated                 | $ | (7,157,847              | ) | $ | (7,683,002  | ) | $ | (38,612,651  | )
| |                                                                     |   |                         |   |   |             |   |   |              |  
| | Changes in exploration expenses:                                    |   |                         |   |   |             |   |   |              |  
| | Capitalized mineral rights costs                                    |   | 209,325                 |   |   | 524,629     |   |   | 1,012,316    |  
| | Gold sale proceeds
      previously stated as a reduction           |   | (1,169,509              | ) |   | (87,357     | ) |   | (1,461,313   | )
| | Reclassification of gold inventory
      change previously          |   | (1,836,316              | ) |   | (483,713    | ) |   | (2,336,806   | )
| | included                                                            |   |                         |   |   |             |   |   |              |  
| | Related party charges reclassified                                  |   | 961,813                 |   |   | 760,055     |   |   | 3,479,049    |  
| |                                                                     |   | (1,834,687              | ) |   | 713,614     |   |   | 693,246      |  
| | Changes in management services:                                     |   |                         |   |   |             |   |   |              |  
| | Related party charges
      reclassified                            |   | 281,617                 |   |   | 269         |   |   | 287,893      |  
| | Reclassification of stock based
      compensation                  |   | (734,094                | ) |   | -           |   |   | (734,094     | )
| |                                                                     |   | (452,477                | ) |   | 269         |   |   | (446,201     | )
| |                                                                     |   |                         |   |   |             |   |   |              |  
| | Reclassification for related party charges
      in                 |   |                         |   |   |             |   |   |              |  
| | excess of costs incurred                                            |   | (1,243,430              | ) |   | (760,324    | ) |   | (3,766,942   | )
| |                                                                     |   |                         |   |   |             |   |   |              |  
| | Reclassification for Stock-based compensation reclassified
      to |   |                         |   |   |             |   |   |              |  
| | management services                                                 |   | 734,094                 |   |   | -           |   |   | 734,094      |  

F-9

---

| | Gold extraction and gold sales during the
      exploration stage |   |            |   |   |            |   |   |             |  
| | ----------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------- | -
| | Gold sale proceeds                                                |   | 1,169,509  |   |   | 87,357     |   |   | 1,461,313   |  
| | Cost of gold sold                                                 |   | (1,012,443 | ) |   | (114,743   | ) |   | (1,286,819  | )
| | Gold inventory addition from gold
      extraction                |   | 2,489,124  |   |   | 585,510    |   |   | 3,248,056   |  
| | Total gold income earned during the
      exploration stage       |   | 2,646,190  |   |   | 558,124    |   |   | 3,422,550   |  
| |                                                                   |   |            |   |   |            |   |   |             |  
| | Cumulative effect of accounting policy
      changes in gold      |   |            |   |   |            |   |   |             |  
| | inventory                                                         |   | -          |   |   | -          |   |   | 53,745      |  
| |                                                                   |   |            |   |   |            |   |   |             |  
| | Comprehensive loss for the period, as restated                    | $ | (7,308,157 | ) | $ | (7,171,319 | ) | $ | (37,922,159 | )

|Note 3 | Summary of Significant Accounting
      Policies                                                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                      
|       | These consolidated financial statements are
      prepared in conformity with United States of America generally accepted            
|       | accounting principles. The application of
      Canadian generally accepted accounting principles to these financial
      statements
|       | would not result in material measurement or
      disclosure differences.                                                            
|       |                                                                                                                                      
|       | The financial statements have, in managements
      opinion, been properly prepared within the framework of the significant         
|       | accounting policies summarized below:                                                                                                

| | a) | Basis of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | These consolidated financial statements include the
      accounts of the Company and its wholly-owned subsidiaries, Silverado Gold
      Mines Inc. and Silverado Green Fuel Inc. All significant inter-company
      transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | b) | Environmental Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Environmental expenditures that relate to current
      operations are expensed or capitalized as appropriate. Expenditures that
      relate to an existing condition caused by past operations and which do not
      contribute to current or future revenue generation, are expensed.
      Liabilities are recorded when environmental assessments and/or remedial
      efforts are probable, and the costs can be reasonably estimated.
      Generally, the timing of these accruals coincides with the earlier of
      completion of a feasibility study or the Companys commitment to a plan of
      action based on the then known facts.                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | c) | 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.

F-10

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| | d) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The carrying value of cash and cash equivalents, accounts
      payable and accrued liabilities and loans payable approximate fair value
      because of the short-term maturity of these instruments. The carrying
      amounts reported in the balance sheet 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.                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | e) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Company uses the assets and liability method of
      accounting for income taxes pursuant to Statement of Financial Accounting
      Standards (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 settled.                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | f) | Exploration Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Securities and Exchange Commissions Exchange Act
      Guide 7, Description of Property by Issuers Engaged or to be Engaged in
      Significant Mining Operations requires that mining companies in the
      exploration stage should not refer to themselves as development stage
      companies in the financial statements, even though such companies should
      comply with Financial Accounting Standard Board Statement No. 7, if
      applicable. Accordingly, the Company has not been referred to as being a
      development stage company. Accumulated results of operations are presented
      from December 1, 2001, the date the Company re-entered the exploration
      stage.                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | g) | 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.                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | h) | 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | i) | Asset Retirement Obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Effective December 1, 2002, the Company adopted SFAS No.
      143, Accounting for Asset Retirement Obligations, which addresses
      financial accounting and reporting for obligations associated with the
      retirement of tangible long-lived assets and the associated retirement
      costs. The standard applies to legal obligations associated with the
      retirement of long-lived assets that result from the acquisition,
      construction, development and normal use of the
      asset.                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-11

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| |    | SFAS No. 143 requires that the fair value of a liability
      for an asset retirement obligation be recognized in the period in which it
      is incurred if a reasonable estimate of fair value can be made. The fair
      value of the liability is added to the carrying amount of the associated
      asset and this additional carrying amount is depreciated over the life of
      the asset. The liability is accreted at the end of each period through
      charges to operating expense. If the obligation is settled for other than
      the carrying amount of the liability, the Company will recognize a gain or
      loss on settlement.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | j) | 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, 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 differ from these estimates.                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | k) | Property, Plant and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Property, plant and equipment are stated at cost.
      Depreciation is provided on a straight line basis as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| | Mining equipment       | 10 years   
| | ---------------------- | -----------
| | Auto and trucks        | 5 years    
| | Computer equipment     | 3 years    
| | Computer software      | 1 year     
| | Leasehold improvements | 5  7 years
| | Furniture and fittings | 10 years   

| | l) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Cash and cash equivalents are carried at cost and they
      comprise cash on hand, deposits held with banks and other highly liquid
      investments. Highly liquid investments are readily convertible to cash and
      generally have maturities of three months or less from the time acquired.
      The Company places its cash and cash equivalents with high quality
      financial institutions which the Company believes limits credit
      risks.                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | m) | Concentration of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Financial Instruments which potentially subject the
      Company to concentrations of credit risk consist principally of cash in
      banks. At times during the year, the Company maintained deposits in excess
      of insured limits provided by FDIC and CDIC. The Company places its cash
      and cash equivalents with high credit quality financial institutions which
      the Company believes limits these risks.                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | n) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | 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.
      dollars at the rates of exchange in effect at the year- 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 year as other comprehensive
      loss.

F-12

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| | o) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | p) | Research Expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Research expenditures are expensed in the year
      incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | q) | Accounting for Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Effective December 1, 2006, the Company adopted the
      provisions of SFAS 123(R) (Share-based Compensation) requiring equity
      awards granted under its stock option plan to be accounted for under the
      fair value method. Accordingly, share-based compensation is measured at
      grant date, based on the fair value of the award. Prior to December 1,
      2006, the Company accounted for awards granted under its stock option
      plans utilizing the intrinsic value method prescribed by Accounting
      Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
      Employees (APB 25), and related interpretations, and provided the
      required pro forma disclosures prescribed by SFAS 123, Accounting for
      Stock-Based Compensation (SFAS 123), as amended. Under the existing stock
      option plans, all options vest entirely on the grant date. Therefore,
      there were no partially vested options outstanding as of the SFAS 123(R)
      adoption date.                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | r) | Long Lived Asset Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, long- lived assets held and
      used by the Company are reviewed for impairment whenever events or changes
      in circumstances indicate that the carrying amount of an asset may not be
      recoverable. The Company recognizes impairment when the sum of the
      expected undiscounted future cash flows is less than the carrying amount
      of the asset. Impairment losses, if any, are measured as the excess of the
      carrying amount of the asset over its estimated fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | s) | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Certain prior periods comparative figures have been
      reclassified to conform to the financial statement presentation adopted
      for this period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | t) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | In February 2007, the FASB issued 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 is evaluating the
      potential impact of the adoption of SFAS No. 159 on the Companys
      consolidated financial statements
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | In December 2006, the Financial Accounting Standards
      Board (FASB) issued Staff Position (FSP) EITF 00-19-2, Accounting for
      Registration Payment Arrangements. This FSP specifies that the contingent
      obligation to make future payments or otherwise transfer consideration
      under a registration payment arrangement, whether issued as a separate
      agreement or included as a provision of a financial instrument or other
      agreement, should be separately recognized and measured in accordance with
      FASB Statement No. 5, Accounting for Contingencies. The guidance is
      effective for fiscal years beginning December 15, 2006. The Company is
      evaluating the potential impact of the adoption of SFAS No. 159
      on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                              

F-13

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

In September 2006 the Financial
  Accounting Standards Board 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. Implementation of SFAS 157 is required on
  December 1, 2007. The Company is evaluating the potential impact of the adoption
  of SFAS No. 157 on the Companys consolidated financial statements

In July 2006, the Financial Accounting
  Standards Board issued FASB Interpretation No. 48 Accounting for Uncertainty in
  Income Taxes--an Interpretation of FASB Statement 109 (FIN 48), which clarifies
  the accounting for uncertainty in tax positions taken or expected to be taken in
  a tax return, including issues relating to financial statement recognition and
  measurement. FIN 48 provides that the tax effects from an uncertain tax position
  can be recognized in the financial statements only if the position is
  more-likely-than-not of being sustained if the position were to be challenged
  by a taxing authority. The assessment of the tax position is based solely on the
  technical merits of the position, without regard to the likelihood that the tax
  position may be challenged. If an uncertain tax position meets the
  more-likely-than-not threshold, the largest amount of tax benefit that is
  greater than 50 percent likely of being recognized upon ultimate settlement with
  the taxing authority, is recorded. The provisions of FIN 48 are effective for
  fiscal years beginning after December 15, 2006, with the cumulative effect of
  the change in accounting principle recorded as an adjustment to opening retained
  earnings.

|Note 4 | Gold Inventory
|------ | --------------

Gold Inventory consists of the
  following at November 30, 2007 and 2006:

| |                                                    |  | Troy   |   |   | Weighted      |  |   | Value      |  
| | -------------------------------------------------- |  | ------ | - | - | ------------- |  | - | ---------- | -
| |                                                    |  | Ounces |   |   | Average price |  |   | (Restated) |  
| | Balance as of November 30, 2005, as
      restated |  | 56     |   |   | 398.38        |  | $ | 22,421     |  
| | Additions from gold extraction                     |  | 939    |   |   | 623.50        |  |   | 585,510    |  
| | Cost of gold sold                                  |  | (204   | ) |   | 561.50        |  |   | (114,743   | )
| | 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  |  

During the year ended November 30,
  2007, the Company sold 1,573 troy ounces of gold (2006: 204 troy ounces) at an
  average price of $743.49 (2006: $428.22) per troy ounce for proceeds of
  $1,169,509 (2006: $87,357), which was recorded as other income earned during the
  exploration stage.

F-14

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

|Note 5 | Property, Plant and Equipment                                                                                                                                                                                
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                              
|       | Property, plant and equipment primarily include capital
      expenditure associated with the Companys Vancouver office, and mining
      equipment and camp facilities at the Nolan Gold Project in Alaska.

| |                                            |   | 2007      | 
| | ------------------------------------------ | - | --------- | 
| |                                            |   |           | 
| |                                            |   |           | 
| |                                            |   |           | 
| |                                            |   | Cost      | 
| | Offices                                    |   |           | 
| | Office leasehold improvements              | $ | 612,117   | 
| | Computer Equipment and software            |   | 105,797   | 
| | Furniture and Fittings                     |   | 394,358   | 
| |                                            |   |           | 
| | Mining Project                             |   |           | 
| | Nolan Gold Project buildings               |   | 63,000    | 
| | Leasehold improvements                     |   | 48,123    | 
| | Nolan mining equipment                     |   | 1,489,962 | 
| | Nolan mining equipment under capital lease |   | 819,842   | 
| | Other equipment                            |   | 27,200    | 
| |                                            |   |           | 
| |                                            | $ | 3,560,399 | 

| |                              |   |           |  |   | 2006         |  |   |           | 
| | ---------------------------- | - | --------- |  | - | ------------ |  | - | --------- | 
| |                              |   |           |  |   | Accumulated  |  |   |           | 
| |                              |   |           |  |   | Depreciation |  |   |           | 
| |                              |   |           |  |   | and          |  |   | Net Book  | 
| |                              |   | Cost      |  |   | Amortization |  |   | Value     | 
| | Mining Project               |   |           |  |   |              |  |   |           | 
| | Nolan Gold Project buildings | $ | 63,000    |  | $ | 63,000       |  | $ | -         | 
| | Nolan mining equipment       |   | 869,630   |  |   | 431,754      |  |   | 437,876   | 
| | Nolan mining equipment       |   |           |  |   |              |  |   |           | 
| | under capital lease          |   | 819,842   |  |   | 216,923      |  |   | 602,919   | 
| | Other equipment              |   | 447,047   |  |   | 434,309      |  |   | 12,738    | 
| |                              |   |           |  |   |              |  |   |           | 
| |                              | $ | 2,199,519 |  | $ | 1,145,986    |  | $ | 1,053,533 | 

|Note 6 | Accounts Payable and Accrued Liabilities
|------ | ----------------------------------------

Accounts payable and accrued
  liabilities consist of:

| |                  |   | 2007    |  |   | 2006    | 
| | ---------------- | - | ------- |  | - | ------- | 
| | Accounts payable | $ | 100,777 |  | $ | 233,802 | 
| | Accrued interest |   | 109,627 |  |   | 98,427  | 
| |                  | $ | 210,404 |  | $ | 332,229 | 

F-15

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

|Note 7 | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The Company adopted SFAS No. 143 on December 1, 2002.
      Upon adoption the Company increased its reclamation liability by $270,000,
      increased the carrying value of assets by $116,774 and recorded a
      cumulative effect adjustment of $153,226.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Asset retirement obligations relate to the closure and
      reclamation of the Grant Mine Tailing Pond, and to the reclamation work
      associated with the Nolan Gold Project consisting of dismantling and
      removal of site structures and equipment, and reshaping and revegetating
      the disturbed areas. The Grant Mine assets were written off as impaired
      effective December 1, 2001 and an amount of $47,378 was also charged to
      operations in the year ended November 30, 2003 for the increase in the
      asset retirement obligations related to those Grant Mine assets. The
      Company has no assets legally restricted for purposes of settling asset
      retirement obligations.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Reconciliation of asset retirement obligation for the
      year ended November 30, 2007:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |                            |   | Grant   |  |   | Nolan   |   |   |         |  
| | -------------------------- | - | ------- |  | - | ------- | - | - | ------- | -
| |                            |   | Mine    |  |   | Project |   |   | Total   |  
| | Balance, December 1, 2006  | $ | 347,287 |  | $ | 173,771 |   | $ | 521,058 |  
| | Accretion expense          |   |         |  |   | 26,053  |   |   | 26,053  |  
| | Liabilities settled        |   | -       |  |   | (17,801 | ) |   | (17,801 | )
| | Balance, November 30, 2007 | $ | 347,287 |  | $ | 182,023 |   | $ | 529,310 |  

|Note 8 | Convertible Debentures                                                                            
|------ | --------------------------------------------------------------------------------------------------
|       |                                                                                                   
|       | Convertible debentures outstanding at November
      30, 2007 and 2006 consisted of the following:

| |                       |   | 2007     |   |   | 2006     |  
| | --------------------- | - | -------- | - | - | -------- | -
| | Issued in 1994        | $ | 140,000  |   | $ | 140,000  |  
| | Less: current portion |   | (140,000 | ) |   | (140,000 | )
| |                       | $ | -        |   | $ | -        |  

| | a) | On March 1, 2001, the Company completed negotiations to
      restructure its $1,860,000 convertible debentures. The replacement
      debentures aggregated $2,384,892 and consisted of the original $1,860,000
      principal amount plus all accrued interest to March 1, 2001. The
      debentures bear interest of 8.0% per annum. Interest is due and payable on
      a quarterly basis on February 28, May 31, August 31 and November 30. If
      the Company fails to make any payment of principal or interest, the
      Company must issue shares equivalent in value to the unpaid amounts of 20%
      below the average market price.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | Remaining debentures of $140,000 plus accrued interest of
      $109,627 are in default; however it is unclear whether they will be
      exchanged for replacement debentures as the bond holders could not be
      identified or did not respond to the Companys restructuring
      proposal.                                                                                                                                                                                                                                                                                                                                                     

F-16

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

|Note 9 | Capital Lease Obligations
|------ | -------------------------

| | a) | On October 11, 2002, the Company entered into a lease
      purchase agreement whereby the Company would purchase mining equipment
      valued at a total of $1,496,150. The agreement required payment upon
      signing of $550,000 (paid), $100,000 (paid) on or before December 1, 2004
      and 24 equal payments thereafter for the balance of the purchase price
      plus interest at a rate of 12% per annum.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                           
| | b) | On February 14, 2003, the Company entered into a
      three-year lease agreement whereby the company would purchase mining
      equipment valued at a total of $250,170. The agreement required payment
      upon signing of $105,000 (paid), $25,000 on or before December 4, 2004 and
      24 equal payments for the balance of the purchase price plus interest at a
      rate of 12% per annum.                  

During the year ended November 30,
  2004, the Company entered into an agreement to combine the two lease agreements.
  The new agreement required payment upon signing of $50,000 (paid), monthly
  payments of $25,000 until July 2007 for the balance of principal plus interest
  at a rate of 7.5% per annum.

The assets and liabilities under
  capital leases are recorded at the lower of the present value of the minimum
  lease payments or the fair value of the asset. The assets are amortized over
  their estimated productive lives which are estimated to be 10 years.
  Amortization of assets under capital leases charged to expense in 2007 was $0
  (2006: $70,112).

The last payments to the above capital
  lease of $31,013 will be made in fiscal 2008

|Note 10 | Related Party Transactions
|------- | --------------------------

The Company has had related party
  transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri- Con Mining
  Alaska Inc. (collectively the Tri-Con Group), all of which are controlled by
  an officer and director 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, 1997, work is charged at cost plus 25% for exploration and cost
  plus 15% for development and mining. Cost includes out-of- pocket or actual cost
  plus 15% charge for office overhead including stand-by and contingencies. There
  is no mark-up on capital purchases. The Tri-Con Group does not charge the
  Company for the services of its directors who are also directors of the Company.
  For the year ended November 30, 2007, the Tri-Con Groups services focused
  mainly on corporate planning, mining, engineering and preparation for year round
  production on the Companys Nolan property; mining administration services at
  both the field and corporate offices, and administration services connected with
  the Low-Rank Coal-Water fuel project.

The aggregate amounts paid to the
  Tri-Con Group for disbursements and for services rendered by the Tri- Con Group
  personnel and interest charged on outstanding balances at the Tri-Con Groups
  borrowing rate are shown below:

F-17

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| |                                                    |   | 2007      |  |   | 2006      | 
| | -------------------------------------------------- | - | --------- |  | - | --------- | 
| |                                                    |   |           |  |   |           | 
| |                                                    |   |           |  |   |           | 
| | Exploration, development and field services        | $ | 5,557,108 |  | $ | 3,687,946 | 
| | Office, Administrative and Management services     |   | 1,355,619 |  |   | 1,093,858 | 
| | Research                                           |   | -         |  |   | 129,698   | 
| |                                                    |   |           |  |   |           | 
| |                                                    | $ | 6,912,727 |  | $ | 4,911,502 | 
| |                                                    |   |           |  |   |           | 
| | Amount of total charges in excess of
      Tri-Con |   |           |  |   |           | 
| | costs incurred                                     | $ | 1,243,430 |  | $ | 760,324   | 
| |                                                    |   |           |  |   |           | 
| | Excess amount charged as a percentage of actual    |   |           |  |   |           | 
| | costs incurred                                     |   | 21.93%    |  |   | 18.32%    | 

The amounts charged for services by the
  Tri-Con Group approximate the fair value of these costs had they been performed
  by arms length parties and are included in various captions of the Statements
  of Operations. At November 30, 2007 the Company owed the Tri-Con Group
  $1,214,717 (2006: $359,834) for services provided. The amounts are non-interest
  bearing and due on demand.

|Note 11 | Common Stock
|------- | ------------

| | a) | Stock Options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | A summary of the change in stock options for the years
      ended November 30, 2007 and 2006 is presented
      below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                                        |  |            |  |   | Weighted | 
| | ------------------------------------------------------ |  | ---------- |  | - | -------- | 
| |                                                        |  | Number     |  |   | Average  | 
| |                                                        |  | of         |  |   | Exercise | 
| |                                                        |  | Options    |  |   | Price    | 
| | 2007:                                                  |  |            |  |   |          | 
| | Outstanding and exercisable at November 30, 2006       |  | 63,180,000 |  | $ | 0.07     | 
| | Granted                                                |  | 21,500,000 |  | $ | 0.07     | 
| | Exercised                                              |  | 12,180,000 |  | $ | 0.05     | 
| | Expired                                                |  | -          |  |   |          | 
| |                                                        |  |            |  |   |          | 
| | Outstanding and exercisable at November 30,
      2007 |  | 72,500,000 |  | $ | 0.06     | 

F-18

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| |                                                        |  |            |   |   | Weighted | 
| | ------------------------------------------------------ |  | ---------- | - | - | -------- | 
| |                                                        |  | Number     |   |   | Average  | 
| |                                                        |  | of         |   |   | Exercise | 
| |                                                        |  | Options    |   |   | Price    | 
| | 2006:                                                  |  |            |   |   |          | 
| | Outstanding and exercisable at November 30, 2005       |  | 32,630,000 |   | $ | 0.07     | 
| | Granted                                                |  | 31,100,000 |   | $ | 0.05     | 
| | Exercised                                              |  | -          |   |   |          | 
| | Expired                                                |  | (550,000   | ) | $ | 0.07     | 
| |                                                        |  |            |   |   |          | 
| | Outstanding and exercisable at November 30,
      2006 |  | 63,180,000 |   | $ | 0.07     | 

As of November 30, 2007 the following
  stock options were outstanding:

| | Number of  | Exercise Price | Expiration Date 
| | ---------- | -------------- | ----------------
| | Options    |                |                 
| | 600,000    | $0.15          | February 1, 2008
| | 4,500,000  | $0.05          | December 4, 2008
| | 4,200,000  | $0.05          | January 8, 2011 
| | 12,500,000 | $0.05          | June 30, 2011   
| | 29,800,000 | $0.05          | January 4, 2013 
| | 20,900,000 | $0.07          | January 11, 2013
| |            |                |                 
| | 72,500,000 |                |                 

In January 2007, 21,500,000 stock
  options were granted to directors 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.
  The prevailing market price of the Companys shares on the date of grant was
  $0.067. The Company recognized stock compensation expense of $734,094 based on
  the Black-Scholes option pricing model.

The Black-Scholes option pricing model
  input variables used are as follows:

Risk free interest rate
      5.10%Dividend free yield
      0%Expected volatility
      74.5%Expected term of stock option
      3 years


The exercise price of all options
  issued under our 2007 Stock Option Plan was $0.07 per share. The expected term
  was calculated using the simplified approach as outlined in SAB 107.

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.

F-19

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

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.

In 2006 the Company granted 49,400,000
  stock options to directors of the Company and 7,100,000 stock options to certain
  employees of the Tri-Con Group. The Company did not record a compensation
  expense on the granting of stock options to employees and directors, but
  provided disclosure of the pro forma loss per share information had the Company
  elected to follow the fair value method. Using the Black-Scholes option pricing
  model the pro forma information was as follows:

2006(Restated)Comprehensive loss for the year, as
        restated
      $
      (7,171,319
      )Stock-based compensation
      
      (1,637,692
      )Pro forma comprehensive loss for the year
      $
      (8,809,011
      )Pro forma basic and diluted loss per share
      $
      (0.02
      )


The following assumptions were used in
  the Black-Scholes model to calculate the 2006 charge:

Risk free interest rate
      4.31%Dividend free yield
      0%Expected volatility
      107%Weighted average expected stock option life
      2.6 years


The weighted average fair value of the
  stock options granted to directors of the Company and certain employees of the
  Tri-Con Group was $0.08 per share.

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.

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.

F-20

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| | b) | Warrants:                                                                                                                                          
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                    
| |    | Warrants outstanding as at November 30, 2007 are
      exercisable into one common share for each warrant held and are summarized
      as follows:

| |            | Exercise  |                   
| | ---------- | --------- | ------------------
| |            | Price per |                   
| | Number of  | Warrant   |                   
| | Warrants   | $         | Expiration Date   
| | 13,833,333 | 0.1200    | March 31, 2008    
| | 8,458,000  | 0.1200    | April 4, 2008     
| | 5,188,334  | 0.1200    | April 7, 2008     
| | 4,950,001  | 0.1200    | April 25, 2008    
| | 12,500,001 | 0.1000    | September 4, 2008 
| | 10,833,334 | 0.1000    | September 17, 2008
| | 6,250,000  | 0.1000    | September 24, 2008
| |            |           |                   
| | 62,013,003 |           |                   

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 are subsequently exercised
  in December 2007. Subsequent to the fiscal year-end, 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 subsequently exercised in January 2008, and the remaining 439
  warrants expired subsequently.

Subsequent to fiscal year-end, 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 subsequently 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.

| | c) | Convertible Debentures  Note 7
| | -- | -------------------------------

|Note 12 | Equity Compensation Plan
|------- | ------------------------

In 2007 the Company established an
  Equity Compensation Plan (the Plan) to encourage certain directors, officers,
  employees, employees of affiliated companies and consultants to acquire and hold
  stock in the Company as an added incentive to remain with the Company, and to
  enable the Company to attract and retain capable individuals. The number of
  shares issued under the Plan may not exceed 25,000,000 in aggregate. Options
  granted under the Plan may include non-qualified stock options as well as
  incentive stock options intended to qualify under Section 422 of the Internal
  Revenue Code. Each stock option plan agreement specifies when all or any
  installment of the option becomes exercisable.

In January 2007, 21,500,000 stock
  options were granted to directors and certain employees of the Tri- Con Group.

F-21

---

|Note 13 | Income Taxes
|------- | ------------

Tax effects of temporary differences
  that give rise to deferred tax assets at November 30, 2007 and 2006 are as
  follows:

| |                                                    |   | 2007        |   |   | 2006        |  
| | -------------------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                                    |   | (Restated)  |   |   | (Restated)  |  
| | Net operating loss carry forwards                  | $ | 18,673,000  |   | $ | 14,989,000  |  
| | Temporary differences arising from mineral         |   |             |   |   |             |  
| | properties and building, plant and
      equipment |   | 2,655,000   |   |   | 2,027,000   |  
| | Valuation allowance                                |   | (21,328,000 | ) |   | (17,016,000 | )
| |                                                    |   |             |   |   |             |  
| | Net future tax asset                               | $ | -           |   | $ | -           |  

F-22

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

At November 30, 2007, the Company had
  losses carried forward totaling $28,807,000 available to reduce future years
  income for U.S. income tax purposes which expire in various years to 2027. In
  addition, we had losses carried forward in Canada totaling CDN$20,490,000 which
  expire in various years to 2027.

The provision for income taxes differs
  from the amount computed by applying the Canadian statutory federal income tax
  rate of 34.12% (2006: 38%) to net loss before provision for income taxes. The
  sources and tax effects of the differences are as follows:

| |                                         |   | 2007       |   |   | 2006       |  
| | --------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                         |   | (Restated) |   |   | (Restated) |  
| | Computed expected tax benefit         | $ | (2,664,000 | ) | $ | (2,533,000 | )
| | Tax loss expired during the year        |   | 550,000    |   |   | 449,000    |  
| | Temporary differences and other         |   | 198,000    |   |   | 185,000    |  
| | Change in valuation allowance and other |   | 1,916,000  |   |   | 1,899,000  |  
| |                                         |   |            |   |   |            |  
| | Income tax provision                    | $ | -          |   | $ | -          |  

|Note 14 | Commitments and
      Contingencies
|------- | -----------------------------------
|        |                                    
|        | a)                                 
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    
|        |                                    

F-23

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| | iii) | Dionne (Marys Bench):                                                                                                                                
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                       
| |      | This property consists of 15 unpatented Federal placer
      claims.                                                                                  
| |      |                                                                                                                                                       
| | iv)  | Smith Creek:                                                                                                                                          
| |      |                                                                                                                                                       
| |      | This property consists of 35 unpatented Federal placer
      claims.                                                                                  
| |      |                                                                                                                                                       
| | v)   | Nolan Lode:                                                                                                                                           
| |      |                                                                                                                                                       
| |      | This property consists of 67 unpatented Federal lode
      claims. The lode claims overlie much of the placer properties and extend
      beyond them.
| |      |                                                                                                                                                       
| |      | During the year ended November 30, 2003, the Company
      staked 36 unpatented Federal lode claims.                                                  

| | 3) | Hammond Property, Wiseman Mining District,
      Alaska                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | This property consists of 24 Federal placer claims and 36
      Federal lode claims covering one and one- half square miles and adjoining
      the Nolan Gold Properties. The Company is obligated to pay a royalty equal
      to 10% of gross production and is subject to a minimum royalty of $80,000
      per year. As at November 30, 2007, royalty payments totaling $360,000
      (2006: $380,000) are unpaid, in arrears, and included in mineral claims
      payable.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 4) | Eagle Creek Property, Fairbanks Mining District,
      Alaska                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | This property consists of 77 state mineral claims. The
      Company has an option agreement to purchase a 100% interest in the
      property for $400,000 of which $68,000 remains to be paid. The amount of
      $5,000 per year is required to be paid to keep the agreement in good
      standing.                                                                                                                                                                          

| | b) | Severance Agreements with Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Company has entered into compensation agreements with
      two officers and directors of the Company. The agreements provide for
      severance arrangements where a change of control of the Company occurs, as
      defined, and the directors are terminated. The compensation payable to the
      two directors aggregates $4,100,000 (2006: $4,100,000) plus the amount of
      annual bonuses and other benefits that they would have received in the
      eighteen months following termination.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | c) | Consulting Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Company has entered into consulting agreements with
      two individuals for various corporate planning and business development
      services to the Company. Under the terms of the agreements, the Company
      will issue 10,600,000 shares in aggregate over the length of the contracts
      which range in length from six months to two years, concluding in January
      2008.                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The value of consulting fees paid in shares is calculated
      by multiplying the number of shares issued by the closing price on the day
      the shares were issued.                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | d) | Office Lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Company entered into a seven year office lease
      agreement expiring in July 2014 for its Vancouver office when obliged to
      vacate its previous lease location at the expiry of the lease. The
      Companys future minimum lease payments under this lease are as
      follows:                                                                                                                                                                                                                  

| | Years ending November 30, 2008 - 2011 | $ | 494,728 | 
| | ------------------------------------- | - | ------- | 
| | Year ending November 30, 2012         |   | 125,664 | 

| | Year ending November 30, 2013 |  | 128,439 | 
| | ----------------------------- |  | ------- | 

F-24

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| | Year ending November 30, 2014 |   | 74,923  | 
| | ----------------------------- | - | ------- | 
| |                               | $ | 823,754 | 

The Company entered into a five year
  office lease agreement expiring in February 2012 for its Fairbanks, Alaska
  office at an annual lease cost of $18,000 subject to a 4% increase per annum The
  Companys future minimum lease payments under this lease are as follows:

| | Year ending November 30, 2008 | $ | 18,660 | 
| | ----------------------------- | - | ------ | 
| | Year ending November 30, 2009 |   | 19,406 | 
| | Year ending November 30, 2010 |   | 20,183 | 
| | Year ending November 30, 2011 |   | 20,990 | 
| | Year ending November 30, 2012 |   | 3,510  | 
| |                               | $ | 82,749 | 

Annual rent payments in the current
  year amounted to $165,679 (2006: $143,635).

|Note 15 | Segment Disclosures
|------- | -------------------
|        |                    
|        | a)                 
|        |                    
|        |                    
|        |                    
|        | b)                 
|        |                    
|        |                    

| |                                  |   | 2007       |  |   | 2006       | 
| | -------------------------------- | - | ---------- |  | - | ---------- | 
| |                                  |   | (Restated) |  |   | (Restated) | 
| | Comprehensive loss for the year  |   |            |  |   |            | 
| | Canada                           | $ | 3,985,004  |  | $ | 2,218,513  | 
| | United States,
      as restated |   | 3,323,153  |  |   | 4,952,806  | 
| |                                  |   |            |  |   |            | 
| | Total                            | $ | 7,308,157  |  | $ | 7,171,319  | 
| |                                  |   |            |  |   |            | 
| | Long-lived Assets                |   |            |  |   |            | 
| | Canada                           | $ | 628,383    |  | $ | 12,738     | 
| | United States,
      as restated |   | 2,542,312  |  |   | 1,843,786  | 
| |                                  |   |            |  |   |            | 
| | Total                            | $ | 3,170,695  |  | $ | 1,856,524  | 

F-25

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

|Note 16 | Non-Cash Transactions                                                                                                                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                         
|        | Investing and financing activities that do not have a
      direct impact on current cash flows are excluded from the cash flow
      statements. The following transactions were excluded from the statements
      of cash flows: During the year ended November 30, 2007 the Company:

| | a) | Issued 9,285,000 shares at various prices for total
      proceeds of $872,400 pursuant to payment of consulting fees;                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                       
| | b) | Issued 2,696,609 shares at various prices for total
      proceeds of $236,016 in settlement of accounts payable for legal
      fees;
| |    |                                                                                                                                       
| | c) | Utilized prior years share subscriptions of $237,600 for
      the issuance of common shares.                                        

During the year ended November 30, 2006
  the Company:

| | a) | Issued 6,075,000 common shares at various prices for
      total proceeds of $767,250 pursuant to payment of consulting
      fees;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                    
| | b) | Utilized prior years share subscriptions of $54,500 for
      the issuance of common shares.                                      

|Note 17 | Subsequent Events
|------- | -----------------

Subsequent to November 30, 2007, the
  Company:

| | a) | Issued 59,198,460 units at an average price of $0.0336
      for the aggregate purchase price of $1,991,546 in February 2008. Each unit
      consists of one share of restricted common stock and one half-warrant,
      with a full warrant (consisting of two half-warrants) being exercisable
      for a period of one year for the purchase of one share of restricted
      common stock at a per share exercise price of $0.07.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b) | Issued 4,166,667 shares at $0.035 totaling $145,833 in
      February 2008 pursuant to the exercise of common stock purchase
      warrants.                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | c) | Issued 500,000 shares at an average of $0.06 totaling
      $30,000 pursuant to consulting agreements in February 2008.                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | d) | Issued 44,000,000 units at $0.0312 for the aggregate
      purchase price of $1,375,000 in January 2008. Each unit consists of one
      share of restricted common stock and one half-warrant, with a full warrant
      (consisting of two half- warrants) being exercisable for a period of one
      year for the purchase of one share of restricted common stock at a per
      share exercise price of $0.07.                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | e) | Issued 1,484,563 shares at $0.035 totaling $51,960 in
      January 2008 pursuant to the exercise of common stock purchase
      warrants.                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | f) | Issued 2,300,000 shares at an average of $0.068 totaling
      $156,000 pursuant to consulting agreements in January 2008.                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | g) | Issued 8,458,023 units at $0.035 per unit totaling
      $296,031 in December 2007 pursuant to the exercise of common stock
      purchase warrants.                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | h) | Issued 13,000,000 units at $0.03 per unit for the
      aggregate purchase price of $390,000 in December                                                                                                                                                                                                                                                                                                                                

F-26

---

|SILVERADO GOLD MINES LTD.                     
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2007 and 2006                    
|(Stated in United States Dollars)             

| |    | 2007. Each such unit consists of one share of restricted
      common stock and one half-warrant, with a full warrant (consisting of two
      half-warrants) being exercisable for a period of one year for the purchase
      of one share of restricted common stock at a per share exercise price of
      $0.07.                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                         
| | i) | Issued 8,055,000 shares at $0.0342 totaling $275,136 in
      December 2007 pursuant to the exercise in November 2007 of common stock
      purchase warrants.                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                         
| | j) | Entered into a lease purchase agreement in December 2007
      to purchase mining equipment valued at $555,385. The agreement requires
      payment upon signature of $55,538 (paid), and 36 equal payments commencing
      upon delivery. The annual percentage rate implicit in the lease will be
      the rate prevailing at the time of delivery.
| |    |                                                                                                                                                                                                                                                                                                                                                         
| | k) | Sold 465.89 troy ounces of gold for proceeds of $372,593
      in December 2007.                                                                                                                                                                                                                                                                        

F-27

---

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
  ACCOUNTING AND FINANCIAL DISCLOSURE.

We have not had any disagreements with our former accountants
  on any matter of accounting principles or practices, financial statement
  disclosure, or auditing scope or procedure.

ITEM 8A. 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 November 30, 2007, being the
  date of our most recently completed fiscal year end. 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:

| | (1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect our transactions and dispositions of
      assets;                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                          
| | (2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors; and
| |     |                                                                                                                                                                                                                                                                                                                                          
| | (3) | 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 our most recently completed fiscal year ended November
  30, 2007, there were no changes that had a material effect on, or are reasonably
  likely to affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

Not applicable.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
  PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our current executive officers, directors, and significant
  employees are:

|Name                        | Age | Position                                                                                                       
|--------------------------- | --- | ---------------------------------------------------------------------------------------------------------------
|Garry L. Anselmo            | 64  | Chairman of the Board of
      Directors; President, Chief Executive Officer, Chief Financial 
      Officer   
|James F. Dixon (1)          | 60  | Director                                                                                                       
|Stuart C. McCulloch (1)     | 72  | Director                                                                                                       
|John R. Mackay              | 75  | Secretary                                                                                                      
|Dr. Karsten Eden            | 36  | Vice President, Exploration of
      Silverado Gold Mines Inc.                                                 
|Dr. Warrack G. Willson      | 64  | Vice-President, Fuel Technology of Silverado
      Green Fuel Inc.                                             
|Daniel L. Basketfield, P.E. | 54  | Vice President, Environmental
      Engineering, Silverado Gold Mines Inc. and Silverado Green 
      Fuel Inc.
|Irma Mungal                 | 55  | Vice-President, Administration                                                                                 

(1) Member of Silverado's Audit Committee and Compensation
  Committee.

44

---

Set forth below is a brief description of the background and business experience of each of our executive officers, directors, and significant employees for the past five years:

Garry L. Anselmo

Mr. Anselmo is presently the chairman of our board of directors and is our president, chief executive officer and chief financial officer. Mr. Anselmo is also the chairman of the board of directors and the chief executive officer and chief financial
  officer of our wholly owned subsidiary, Silverado Green Fuel Inc. Mr. Anselmo has been the chairman of our board of directors and our chief operating officer since 1973. Mr. Anselmo has been our president, chief executive officer and chief financial
  officer from 1973 to 1994 and from 1997 to present. Mr. Anselmo founded Tri-Con Mining Ltd., a private exploration service company, in 1968, and is currently a shareholder, director, and president of Tri-Con Ltd. He is also the chairman and director
  of Tri-Con Ltd.s United States operating subsidiaries, Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. Mr. Anselmo obtained his bachelor of arts degree from Simon Fraser University in British Columbia, Canada.

James F. Dixon

Mr. Dixon has been one of our directors since May 6, 1988. Mr. Dixon is presently a lawyer and a partner in the law firm of Shandro Dixon Edgson, Barristers and Solicitors, of Vancouver, British Columbia. Mr. Dixon has been engaged in the practice
  of law since 1973. Mr. Dixon holds a bachelor of commerce degree and a bachelor of law degree.

Stuart C. McCulloch

Mr. McCulloch has been one of our directors since December 14, 1998. Mr. McCulloch is also a director of our subsidiary, Silverado Green Fuel Inc. Mr. McCulloch retired as district manager from Canada Safeway in January, 1991.

John R. Mackay

Mr. Mackay has served as our corporate secretary since June 1998. Mr. Mackay is a lawyer who practiced as a sole practitioner from March 1993 to June 1998 prior to joining Silverado. Prior to 1993, Mr. Mackay was a lawyer and partner in the law firm
  Davis and Company, Barristers and Solicitors, of Vancouver, British Columbia where he practiced for 35 years.

Dr. Karsten Eden

Dr. Eden was appointed our vice-president exploration, Silverado Gold Mines Inc., in July 2006. Dr. Eden holds a Masters Degree in Economic Geology from the Technical University of Clausthal. He focused his thesis on the Geology and Gold
  Mineralization of the Nolan Area in the Brooks Range, Alaska. Dr. Eden also holds a doctorate in Exploration Geology with an emphasis on GIS applications in mineral exploration from the University of Technology Aachen. He has received two
  internationally recognized research awards for his academic achievements.

Dr. Warrack G. Willson

Dr. Willson was appointed our vice-president, fuel technology, in March 2000, to lead the conversion of the Grant Mill into a commercial level Low-Rank Coal-Water Fuel plant. Dr. Willson received a supervisory chemical engineering rating from the US
  Civil Service Commission in 1978, a PhD in physical chemistry from the University of Wyoming in 1970 and a bachelor of arts in chemistry and mathematics from the University of Northern Colorado in 1965. He founded Coal-Water Fuel Services in 1994,
  which provides engineering services to develop clean coal conversion projects to develop low cost and non-hazardous alternatives to oil.

Daniel L. Basketfield, P.E.

Daniel L. Basketfield, P.E., appointed in March of 2007 as Silverado Gold Mines Inc. and Green Fuel Inc. Vice President, Environmental Engineering, brings the Company public, private, and industry expertise gained through more than 19 years of
  experience as a practicing professional engineer. A licensed civil engineer in the states of Washington, Alaska and Hawaii, and licensed agricultural engineer in the State of Oregon. Mr. Basketfield was educated as an Agricultural Engineer (B.S.,
  M.S) at Oregon State University, and engaged in additional study at the University of Alaska Fairbanks. Across his career he has served in various positions that include Senior Water Resources Engineer and Acting Water Resources Business Area
  Manager for Seattle Public Utilities, co-founder of a private engineering firm specializing in Interior Alaska water and wastewater systems, Senior Environmental Engineer for Tri-con Mining Alaska Inc., Environmental Engineer and Interior District
  Contaminated Sites Coordinator for the Alaska Department of Environmental Conservation, and Tribal Agricultural Engineer for the Confederated Salish and Kootenai Tribes of Northwest Montana. Mr. Basketfield has also had the opportunity to engage in
  work with NOAAs Climate Change Science Program as an advisor and contributing author on decision support systems, and has independently co-authored several papers on topics that include the non-linear analysis of hydrologic and climatic data.

45

---

Irma Mungal

Ms. Irma Mungal was appointed our Vice-President Administration of Silverado Gold Mines Ltd. in November of 2007. Ms. Mungal holds degrees in Human Resource Management and Business Administration with majors in Management. She has also engaged in
  studies in Labor Relations, and is a registered School Teacher in the Caribbean. Ms. Mungal has also been licensed with the Manitoba Securities Commission, and the British Columbia Securities Commission. As a representative of a leading financial
  institution Ms. Mungal was responsible for operations risk management across western Canada. She also served various roles including as an investment adviser and retirement planner.

Family Relationships

Mr. Anselmo and Mr. McCulloch, each of whom is one of our directors, are cousins. Mr. Anselmo and Ms. Mungal are husband and wife.

There are no other family relationships among any of our directors, executive officers, or persons nominated or chosen as our directors or executive officers.

Involvement in Certain Legal Proceedings

None.

Terms of Office

Our directors are elected to hold office until the next annual meeting of our shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors to hold office until
  their successors are appointed. The last annual meeting of our shareholders was held on May 17, 2004.

Audit Committee

Our audit committee is comprised of James Dixon and Stuart McCulloch. Our board of directors has determined that each member of our audit committee is independent as that term is defined in Rule 121 of the American Stock Exchange listing standards.
  Our board of directors has determined none of the directors on our audit committee presently meets the definition of a financial expert based on their respective experience and qualification. Our audit committee presently does not
  include a member who has been determined by our board of directors to qualify as a financial expert. Our board of directors is presently looking for a suitable candidate to join as a member of our board of directors and who would meet
  the definition of financial expert. We were unable to identify such a candidate during our last fiscal year.

Code of Ethics

We adopted a Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, Corporate Controller and certain other finance executives, which is a "code of ethics" as defined by applicable rules of the SEC. If we make any
  amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial
  officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at www.silverado.com or in a report on Form 8-K filed with the SEC.

Compliance With Section 16(a) of the Exchange Act

Based on its review of any copies of Forms 3, 4, and 5 (and any amendments thereto) received by the Company with respect to its most recent fiscal year, the Company believes that all applicable filing requirements were complied with by reporting
  persons.

46

---

ITEM 10. EXECUTIVE COMPENSATION.

Executive Compensation

The following summary compensation table sets forth certain
  compensation information for Mr. Garry L. Anselmo, our principal executive
  officer. No other executive officer of the Company received compensation in
  excess of $100,000 during our last completed fiscal year.

SUMMARY COMPENSATION TABLEName 
        principal 
        position (a)
      and 
        Year 
        (b)
      Salary 
        ($) 
        (c)
      Bonus 
        ($) 
        (d)
      Stock 
        Awards 
        ($) 
        (e)
      Option 
        Awards 
        ($) 
        (f)
      Non-Equity 
        Incentive Plan 
        Compensation 
        ($) 
        (g)
      Nonqualified 
        Deferred 
        Compensation 
        Earnings 
        ($) 
        (h)
      All Other 
        Compensation 
        ($) 
        (i)
      Total 
        ($) 
        (j)Garry L
        Anselmo, 
        Principal 
        Executive 
        Officer
      2007
      0
      0
      0
      341,439 (1)
      0
      0
      0
      341,4392006
      0
      0
      0
      663,283 (2)
      0
      0
      0
      663,283


| | 1) | Mr. Anselmo was granted 10,000,000 options on January 11,
      2007. The options have an exercise price of $0.07, vested immediately, and
      expire on January 11, 2013. The value of the option award was computed in
      accordance with the provisions of FAS 123R.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                             
| | 2) | Mr. Anselmo was granted 15,000,000 options on January 4,
      2006. The options have an exercise price of $0.05, vested immediately, and
      expire on January 4, 2013. The value of the option award was computed in
      accordance with the provisions of FAS 123R.  

We are party to a compensation agreement with Mr. Anselmo. The
  agreement provides for severance arrangements if a change of control of the
  Company occurs, as defined, and he is terminated. The compensation payable to
  Mr. Anselmo would include a lump sum payment of $4,000,000 plus the amount of
  annual bonuses that Mr. Anselmo would be entitled to receive for the eighteen
  month period following termination, plus benefits for the eighteen month period
  following termination.

Outstanding Equity Awards At Fiscal Year-End

The following table sets forth information regarding
  outstanding equity awards of Mr. Anselmo at our fiscal year-end. No other
  executive officer of the Company received compensation in excess of $100,000
  during our last completed fiscal year..

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOPTION AWARDS
      STOCK AWARDSName 
        (a)
      Number 
        Securities 
        Underlying 
        Unexercised 
        Options 
        (#) 
        Exercisable 
        (b)
      of Number of 
        Securities 
        Underlying 
        Unexercised 
        Options 
        (#) 
        Unexercisable 
        (c)
      Equity 
        Incentive 
        Plan Awards: 
        Number of 
        Securities 
        Underlying 
        Unexercised 
        Unearned 
        Options 
        (#) 
        (d)
      Option 
        Exercise 
        Price 
        ($) 
        (e)
      Option 
        Expiration 
        Date 
        (f)
      Number 
        Shares 
        Units
        of
        Stock That
        Have Not
        Vested 
        (#) 
        (g)
      of 
        or Market Value 
        of
        Shares or 
        Units of Stock 
        That Have Not 
        Vested 
        ($) 
        (h)
      Equity 
        Incentive 
        Plan Awards: 
        Number of 
        Unearned
        Shares, Units 
        or
        Other Rights 
        That Have Not 
        Vested 
        (#) 
        (i)
      Equity 
        Incentive 
        Plan Awards: 
        Market or 
        Payout 
        Value of 
        Unearned 
        Shares, Units 
        or 
        Other Rights 
        That Have Not 
        Vested 
        (#) 
        (j)Garry L. 
        Anselmo, 
        Principal 
        Executive 
        Officer
      10,000,000
      0
      0
      0.07
      January 11, 
        2013
      0
      0
      0
      015,000,000
      0
      0
      0.05
      January 4, 
        2013
      0
      0
      0
      03,000,000
      0
      0
      0.05
      December 4, 
        2008
      0
      0
      0
      02,500,000
      0
      0
      0.05
      January 8, 
        2011
      0
      0
      0
      06,000,000
      0
      0
      0.05
      July
        8, 2011
      0
      0
      0
      0Total
      36,500,000
      0
      0
      
      
      0
      0
      0
      0


47

---

Compensation of Directors

The following table sets forth certain compensation information
  for the members of our Board of Directors.

DIRECTOR COMPENSATIONName 
        (a)
      Fees 
        Earned 
        Paid 
        Cash 
        ($) 
        (b)
      or 
        in Stock 
        Awards 
        ($) 
        (c)
      Option 
        Awards 
        ($) 
        (d)
      Non-Equity 
        Incentive Plan 
        Compensation 
        ($) 
        (e)
      Change in 
        Pension Value 
        and 
        Nonqualified 
        Deferred 
        Compensation 
        Earnings 
        ($) 
        (f)
      All Other 
        Compensation 
        ($) 
        (g)
      Total 
        ($) 
        (j)Stuart C. 
        McCulloch
      0
      0
      68,288 (1)
      0
      0
      0
      68,288James F. Dixon
      0
      0
      68,288 (2)
      0
      0
      0
      68,288


|1) | Mr. McCulloch was granted 2,000,000 options on January
      11, 2007. The options have an exercise price of $0.07, vested immediately,
      and expire on January 11, 2013. The value of the option award was computed
      in accordance with the provisions of FAS 123R.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                              
|2) | Mr. Dixon was granted 2,000,000 options on January 11,
      2007. The options have an exercise price of $0.07, vested immediately, and
      expire on January 11, 2013. The value of the option award was computed in
      accordance with the provisions of FAS 123R.    

With the exception of periodic grants of stock incentive
  options, we do not compensate our directors for serving in such capacities. Our
  2006 Stock Option Plan, our 2006-II Stock Option Plan, our 2007 Stock Option
  Plan, and our 2007-1 Equity Compensation Plan each permit the grant of incentive
  stock options to our directors.

We have entered into a compensation agreement with Mr. Dixon.
  The agreement provides for severance arrangements if a change of control of
  Silverado occurs and Mr. Dixon is terminated. The compensation payable to Mr.
  Dixon would include a lump sum payment of $100,000 plus the amount of annual
  bonuses that Mr. Dixon would be entitled to receive for the eighteen month
  period following termination, plus benefits for the eighteen month period
  following termination. The compensation that would be payable to the directors
  (including the compensation provided for in the agreement with Mr. Anselmo
  detailed above) aggregates to $4,100,000 plus the amount of annual bonuses and
  other benefits that they would have received in the eighteen months following
  termination.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning
  the Companys common shares owned beneficially as of February 15, 2008 by: (i)
  each person (including any group) known by the Company to own beneficially
  more than five percent (5%) of any class of the Companys voting securities,
  (ii) each director of the Company, (iii) each executive officer of the Company,
  and (iv) all directors and executive officers of the Company as a group. As of
  February 15, 2008 no person is known to us to beneficially own more than 5% of
  our outstanding common shares. Unless otherwise indicated, the shareholders
  listed possess sole voting and investment power with respect to the shares
  listed.

Title of Class
      Name and Address of Beneficial
            Owner
      Number of Common Shares
      Percentage of Common
            Shares(1)Common Shares
      Garry L. Anselmo, 
        Director, President, 
        Chief Executive Officer and 
        Chief Financial Officer
      40,550,007(2)
      4.5%Common Shares
      James F. Dixon, 
        Director
      8,814,484(3)
      1.0%Common Shares
      Stuart McCulloch, 
        Director
      7,058,400(4)
      0.8%


48

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Common Shares
      John R. Mackay, 
        Secretary
      5,100,000(5)
      0.6%Common Shares
      All Directors and Executive 
        Officers as a
        Group (4 persons)
      61,522,891(6)
      6.9%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on February 15, 2007. As of February 15, 2007,
      there were 904,231,969 common shares of the Company issued and
      outstanding.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2) | Consists of 4,050,000 shares held by Garry L. Anselmo, 7
      shares owned by Tri-Con Mining Ltd, and 36,500,000 shares that can be
      acquired by Mr. Anselmo upon exercise of options to purchase shares held
      by Mr. Anselmo within 60 days of the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Consists of 214,484 shares held directly and indirectly
      by James F. Dixon and 8,600,000 shares that can be acquired by Mr. Dixon
      upon exercise of options to purchase shares held by Mr. Dixon within 60
      days of the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4) | Consists of 158,400 shares held by Stuart McCulloch and
      6,900,000 shares that can be acquired by Mr. McCulloch upon exercise of
      options to purchase shares held by Mr. McCulloch within 60 days of the
      date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(5) | Consists of 100,000 shares held by Mr. Mackay and
      5,000,000 shares that can be acquired by Mr. Mackay upon exercise of
      options to purchase shares held by Mr. Mackay within 60 days of the date
      hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6) | Consists of 4,522,891 shares held by our directors and
      executive officers and 57,000,000 shares that can be acquired by our
      directors and executive officers upon exercise of options to purchase
      shares held by our directors and executive officers within 60 days of the
      date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Changes in Control

We are not aware of any arrangement that may result in a change
  in control.

Securities Authorized For Issuance Under Equity
  Compensation Plans

Set forth in the table below is information regarding
  outstanding equity awards made through equity compensation plans as of the end
  of the most recently completed fiscal year.

|                                        |  | Number of        |  |   | Weighted         |  |  | Number of     | 
|--------------------------------------- |  | ---------------- |  | - | ---------------- |  |  | ------------- | 
|                                        |  | securities to be |  |   | average exercise |  |  | securities    | 
|                                        |  | issued upon      |  |   | price of         |  |  | available for | 
|                                        |  | exercise of      |  |   | outstanding      |  |  | future plan   | 
|                                        |  | outstanding      |  |   | options,         |  |  | issuance      | 
|                                        |  | options,         |  |   | warrants, and    |  |  |               | 
|                                        |  | warrants, and    |  |   | rights           |  |  |               | 
|                                        |  | rights           |  |   |                  |  |  |               | 
|Plan Category                           |  |                  |  |   |                  |  |  |               | 
|Equity compensation plans               |  | N/A              |  |   | N/A              |  |  | N/A           | 
|approved by security holders            |  |                  |  |   |                  |  |  |               | 
|Equity compensation plans not           |  |                  |  |   |                  |  |  |               | 
|approved by security holders            |  |                  |  |   |                  |  |  |               | 
|2007-1
        Equity Compensation Plan |  | N/A              |  |   | N/A              |  |  | 25,000,000    | 
|2007 Stock Option
        Plan          |  | 25,000,000       |  | $ | 0.07             |  |  | 3,500,000     | 
|2006-II
        Stock Option Plan       |  | 27,300,000       |  | $ | 0.07             |  |  | 700,000       | 
|2006 Stock Option
        Plan          |  | 31,100,000       |  | $ | 0.05             |  |  | 5,900,000     | 

49

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On August 31, 2007, our Board of Directors adopted the 2007-1 Equity Compensation Plan (the Incentive Stock Option Plan). The Incentive Stock Option Plan was established to encourage certain of our officers, employees, directors and
  consultants to acquire and hold stock in the Company as an added incentive to remain with the Company and to increase their efforts in promoting the interests of the Company, as well as to attract and retain capable individuals. A maximum of
  twenty-five million (25,000,000) shares of our common stock can be issued under the Incentive Stock Option Plan. The aggregate fair market value of the our common shares issued to an employee in exchange for stock options under the Incentive Stock
  Option Plan cannot exceed $100,000 during any calendar year. The Incentive Stock Option Plan may be terminated at the discretion of the Board of Directors of the Company.

On January 11, 2007, our Board of Directors adopted the 2007 Stock Option Plan (the 2007 Plan). The 2007 Plan authorizes the issuance of options to purchase our common stock to directors, officers, employees, and eligible consultants. We
  reserved 25,000,000 shares of our Common Stock for awards to be made under the 2007 Plan. On February 20, 2007, we filed a registration statement on Form S-8 to register all 25,000,000 of such shares. 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 March 29, 2006, our Board of Directors adopted the 2006-II Stock Option Plan (the 2006-II Plan). The 2006-II Plan authorizes the issuance of options to purchase our common stock to directors, officers, employees, and eligible
  consultants. We reserved 28,000,000 shares of our Common Stock for awards to be made under the 2006-II Plan. On March 31, 2006, we filed a registration statement on Form S-8 to register all 28,000,000 of such shares. The 2006-II Plan is to be
  administered by a committee of one or more members of the Board of Directors, and Mr. Garry L. Anselmo and Mr. James F. Dixon were named members of the committee charged with administering the 2006-II Plan. The 2006-II 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 4, 2006, our Board of Directors adopted the 2006 Stock Option Plan (the 2006 Plan). The 2006 Plan authorizes the issuance of options to purchase our common stock to directors, officers, employees, and eligible consultants. We
  reserved 37,000,000 shares of our Common Stock for awards to be made under the 2006 Plan. On April 11, 2006, we filed a registration statement on Form S-8 to register all 37,000,000 of such shares. The 2006 Plan is to be administered by a committee
  of two or more members of the Board of Directors. The 2006 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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Tri-Con Mining Group

We have had related party transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc., and Tri-Con Mining Alaska Inc. (collectively, the Tri-Con Mining Group). Each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska
  Inc. are owned and controlled by Mr. Garry Anselmo, our chief executive officer, chief financial officer and, the chairman of our board of directors. We are party to three separate contracts dated January 1, 1997 with the Tri-Con Mining Group, one
  with each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc.

The Tri-Con Mining Group are operations, exploration and development contractors, and have been employed by us under contract since 1972 to carry out all of our fieldwork and to provide administrative and management services. Under the current
  contract dated January 1, 1997, work is charged at cost plus 25% for property acquisition, exploration and development and cost plus 15% for mining operations and reclamation. Cost includes out of pocket or actual cost plus 15% charge for office
  overhead including stand by and contingencies. Capital purchases are exempt from any support charges. Services of the directors of the Tri-Con Mining Group are charged at a rate of $75 CDN per hour. Services of the directors of the Tri-Con
  Mining Group who are also our directors, namely Mr. Anselmo, are not charged. In addition, each agreement requires us to pay a base fee of $10,000 CDN (equal to approximately $10,000 US) per month to each of Tri-Con Mining Ltd., Tri-Con
  Mining Inc. and Tri-Con Mining Alaska Inc. However, the Tri-Con Mining Group has waived payment of the base fee under two of the agreements and is only paid $10,000 CDN (equal to approximately $10,000 US) per month in total.

We are in arrears in the amount of $1,214,717 to the Tri-Con Group as of November 30, 2007 in connection with exploration activities on the Nolan Gold Project during fiscal 2007. At November 30, 2006, we were in arrears $359,834 to the
  Tri-Con Mining Group for exploration, development and administration services. For the years 2005, 2006 and 2007 the Tri-Con Mining Groups services focused mainly on test mining activities on the Nolan property, the low-rank coal-water fuel
  program as well as corporate planning, exploration, engineering, and, and administration services at both our field and corporate offices.

50

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The aggregate amounts paid to the Tri-Con Mining Group in each
  of the late two fiscal years, by category, including amounts relating to the
  Grant Mine Project and Nolan properties, for disbursements and for services
  rendered by the Tri-Con Mining Group personnel working on the Companys
  projects, and include interest charged on outstanding balances at the Tri-Con
  Mining Groups borrowing costs, are shown below:

|                                                   |   | 2007      |  |   | 2006      | 
|-------------------------------------------------- | - | --------- |  | - | --------- | 
|                                                   |   |           |  |   |           | 
|Exploration, development and field services        | $ | 5,522,795 |  | $ | 3,687,946 | 
|Office, Administrative and Management services     |   | 1,355,619 |  |   | 1,093,858 | 
|Research                                           |   | 34,313    |  |   | 129,698   | 
|                                                   |   |           |  |   |           | 
|                                                   | $ | 6,912,727 |  | $ | 4,911,502 | 
|                                                   |   |           |  |   |           | 
|Amount of total charges in excess of
      Tri-Con |   |           |  |   |           | 
|costs incurred                                     | $ | 1,234,430 |  | $ | 760,324   | 
|                                                   |   |           |  |   |           | 
|Excess amount charged as a percentage of actual    |   |           |  |   |           | 
|costs incurred                                     |   | 21.93%    |  |   | 18.32%    | 

Stock Option Grants

We granted options to purchase an aggregate of 2,700,000 common
  shares to the following individuals on January 11, 2007 as follows. All options
  are fully vested and are exercisable at a price of $0.07 per share for a six
  year term from the date of grant:

Name
      OptionsJohn McKay,
        Secretary
      700,000Warrack Willson,
        Vice-President of Silverado Green Fuel Inc.
      2,000,000


Director Independence

As our common stock is currently traded on the OTC Bulletin
  Board, we are not subject to the rules of any national securities exchange which
  require that a majority of a listed companys directors and specified committees
  of the board of directors meet independence standards prescribed by such rules.
  For the purpose of preparing the disclosures in this Report on Form 10-KSB
  regarding director independence, we have used the definition of independent
  director set forth in the Marketplace Rules of The Nasdaq Stock Market, which
  defines an independent director generally as a person other than an executive
  officer or employee of the company or any other individual having a relationship
  which, in the opinion of the companys board of directors, would interfere with
  the exercise of independent judgment in carrying out the responsibilities of a
  director. Consistent with these standards, we believe that James Dixon and
  Stuart McCulloch are independent directors.

ITEM 13. 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)                                                                                         

51

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|10.8         | Operating Agreement
      between the Company and Tri-Con Mining Inc. dated January 1, 1997 (6)                                                                  
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9         | Operating Agreement between the Company
      and Tri-Con Mining Alaska Inc. dated January 1, 1997 (6)                                                           
|10.10        | Contract between the
      Company and Dr. Warrack Willson dated March 19, 2001 (6)                                                                              
|10.11        | Equipment Lease Agreement between
      the Company and Airport Equipment Rentals Inc. dated October 11, 2002 (6)                                                
|10.12        | 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                                                                           
|10.18        | 2007-1 Equity Compensation
      Plan (13)                                                                                                                       
|14.1         | Code of Ethics (9)                                                                                                                                               
|31.1
      * | Certification
      of Principal Executive Officer pursuant to Section 302 of the Sarbanes-
      Oxley Act of 2002                                              
|31.2 *       | Certification
      of Principal Financial Officer pursuant to Section 302 of the Sarbanes-
      Oxley Act of 2002                                              
|32.1
      * | Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2 *       | Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|99.1 *       | Recorded Documents
      Relating to Federal and State Mining Claims                                                                                             

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth information regarding the amount
  billed to us by our independent auditor, Berkovits & Company, LLP for each
  of our last two fiscal years:

|                    |   | Fiscal years ended | 
|------------------- | - | ------------------ | 
|                    |   | November 30        | 
|                    |   | 2007               | 
|Audit Fees:         | $ | 62,419             | 
|Audit Related Fees: | $ | 46,262             | 
|Tax Fees:           |   | NIL                | 
|All Other Fees:     |   | NIL                | 
|Total:              | $ | 108,681            | 

Audit Fees

Audit Fees are the aggregate fees billed by our independent
  auditor for the audit of our consolidated annual financial statements, reviews
  of interim financial statements and attestation services that are provided in
  connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-Related Fees are fees charged by our independent auditor
  for assurance and related services that are reasonably related to the
  performance of the audit or review of our financial statements and are not
  reported under "Audit Fees." This category comprises fees billed for independent accountant review of our interim
  financial statements and management discussion and analysis, as well as advisory
  services associated with our financial reporting.

52

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Policy on Pre-Approval by Audit Committee of Services
  Performed by Independent Auditors

Our Audit Committee pre-approves all audit services to be
  provided to us by our independent auditors. Our Audit Committees policy
  regarding the pre-approval of non-audit services to be provided to us by our
  independent auditors is that all such services shall be pre-approved by the
  Audit Committee. Non-audit services that are prohibited to be provided by our
  independent auditors may not be pre-approved. In addition, prior to the granting
  of any pre-approval, our Audit Committee must be satisfied that the performance
  of the services in question will not compromise the independence of the
  independent auditors.

SIGNATURES

In accordance with Section 13 or 15(d) 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 | By: /s/ Garry L. Anselmo                     
|                       | Garry L. Anselmo,                            
|                       | President, Chief Executive Officer (Principal
|                       | Executive Officer), and Chief Financial      
|                       | Officer (Principal Accounting Officer)       

In accordance with the Exchange Act, this report has been
  signed below by the following persons on behalf of the Registrant and in the
  capacities and on the dates indicated.

|Date: January 21, 2009 | By: /s/ Garry L. Anselmo                     
|---------------------- | ---------------------------------------------
|                       | Garry L. Anselmo,                            
|                       | President, Chief Executive Officer (Principal
|                       | Executive Officer), and Chief Financial      
|                       | Officer (Principal Accounting Officer)       
|                       |                                              
|                       |                                              
|Date: January 21, 2009 | By: /s/ James F. Dixon                       
|                       | James F. Dixon,                              
|                       | Director                                     
|                       |                                              
|                       |                                              
|Date: January 21, 2009 | By: /s/ Stuart McCulloch                     
|                       | Stuart McCulloch,                            
|                       | Director                                     

---