FORM 10-K/A

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1998. 


Commission file number 0-12132


                            SILVERADO GOLD MINES LTD.
             (Exact name of registrant as specified in its charter)

                            British Columbia, Canada
         (State or other jurisdiction of incorporation or organization)

                                   98-0045034
                             (IRS Employer ID No.)


                      Suite 505, 1111 West Georgia Street
                  Vancouver, British Columbia, Canada V6E 4M3
                  -------------------------------------------
                    (Address of Principal Executive Offices)

                                 (604) 689-1535
                                 --------------
                        (Registrant's telephone number)


Securities registered pursuant to section 12(b) of the Act :
None
------------------------------------------------------------

Securities registered pursuant to section 12(g) of the Act: 
Common Shares, no par value  
------------------------------------------------------------
(Title of Class)

The Company's Common Stock trades on the OTC
Bulletin Board under the trading symbol GOLDF.OB
------------------------------------------------------------
(Name of each exchange on which registered)

Indicate by check mark the registrant  (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

Yes | |  No |X|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

The aggregate market value of voting stock held by  non-affiliates  on March 18,
1999 was $2,016,975.

The number of shares outstanding on March 18, 1999 was 11,864,557

Total number of pages, including cover page:37.
<PAGE>
                                     PART I


ITEM 1 BUSINESS
---------------

FORWARD-LOOKING STATEMENTS

Certain statements contained herein are "forward-looking  statements" within the
meaning of Section 21E of the Securities  Exchange Act of 1934, as amended,  and
are  intended  to  be  covered  by  the  safe  harbors  created  thereby.   Such
forward-looking  statements involve risks and uncertainties regarding the market
price of gold,  availablity  of  funds,  government  regulations,  common  share
prices,  operating costs, capital costs, outcomes of ore reserve development and
other factors.

These risks and  uncertainties  may cause actual  outcomes to materially  differ
from those  forecasted  or  suggested.  Where the Company  makes  statements  of
expectation  or belief  as to future  outcomes,  such  expectation  or belief is
expressed in good faith and believed to have a reasonable basis. Forward-looking
statements  are made,  without  limitation,  in  relation  to  operating  plans,
property  exploration  and  development,  availablity  of  funds,  environmental
reclamation, operating costs and permit acquisition.

Given these uncertainties,  readers are cautioned not to place undue reliance on
such forward-looking statements.

(a) GENERAL DEVELOPMENT OF BUSINESS

Silverado  Gold Mines Ltd.  ("Silverado"  or "the  Company"),  is engaged in the
acquisition,  exploration and development of mineral  properties.  Silverado was
incorporated  under the laws of British  Columbia,  Canada,  in June,  1963, and
operates in the United States through a wholly-owned subsidiary,  Silverado Gold
Mines Inc., incorporated in the State of Alaska in 1981.

Silverado's  exploration and development activities are managed and conducted by
an affiliated  company,  Tri-Con Mining Ltd.  ("Tri-Con")  pursuant to a written
operating  agreement.  Tri-Con is a privately  owned  corporation  controlled by
Garry L. Anselmo, who is Chairman and a director of Silverado.

The Company  holds  interests in six groups of mineral  properties in Alaska and
one in British Columbia,  Canada.  Silverado's main projects are exploration and
development  of the Ester  Dome Gold  Project,  located  10 miles  northwest  of
Fairbanks,  Alaska,  and of the Nolan Gold  Project,  located 175 miles north of
Fairbanks, Alaska.

The Ester Dome  Project  comprises  a  contiguous  group of 1 Federal  claim,  1
patented mining claim and 472 State claims  totaling 24 square miles,  including
the Grant Mine, Range Minerals,  May / Barelka (St. Paul) and Dobb's Properties,
all located within the Fairbanks Mining District in Alaska.

On December 19, 1997, the Company  entered into an Option  Agreement with LaTeko
Resources Ltd.  ("LaTeko")  granting Silverado the exclusive right and option to
acquire  100%  of the  Ryan  Lode  property,  a  property  situated  next to the
Company's Ester Dome properties  near  Fairbanks,  Alaska,  for a total purchase
price  of  $12,000,000.  The  Company  issued  1,000,000  of its  common  shares
(pre-share  consolidation)  with a fair value of $250,000 based on quoted market
values at the time to LaTeko as consideration  for granting the right and option
to acquire the mineral  property.  In March of 1998, the Company  terminated its
option to purchase the property. Costs of $227,449 incurred during 1998 relating
to the Ryan Lode  property  and all  previous  deferred  costs were  written off
during 1998.

The Company completed an option agreement with Placer Dome U.S. Inc. ("PDUS") on
February 6, 1998 for that company to continue  exploration  of 20.5 square miles
of Silverado's Ester Dome property.  The agreement  excludes the St. Paul, Grant
Mine and Mill,  and Ryan Lode areas  which  Silverado  retained  and  intends to
develop, subject to the availability of financing. Under the agreement, PDUS was
to earn a 51.5%  interest by performing a minimum of  $10,000,000 of work on the
property and purchasing  4,000,000 common shares of the Company over a period of
five years at an assigned value of $5,450,000. During 1998, the Company received
$400,000 in cash as  consideration  for  entering  into the  agreement  and PDUS
performed approximately $1,000,000 of work on the property. On November 9, 1998,
PDUS exercised its option to terminate the agreement with the Company.

The Nolan Gold  Project  consists of 216 Federal  placer  claims and 239 Federal
lode claims located eight miles west of Wiseman, Alaska. Included in the Project
are the Nolan  Placer,  Nolan  Lode,  Thompson's  Pup,  Dionne  and Smith  Creek
properties.  During 1998 the Company  concentrated  its  activities on Archibald
Creek,  which is  located  within  Nolan  Placer.  Limited  mining  of the Swede
Channel,  located within Dionne,  was also undertaken during 1998. The Company's
share of total gold  recovered  from the Nolan Gold Project in 1998  amounted to
144 ounces.

The Hammond Property, immediately north of the Nolan Gold Project and consisting
of 28 Federal placer and 36 Federal lode claims,  was acquired by the Company in
December 1994 to increase potential for reserve  development in conjunction with
the Company's operations at Nolan.
<PAGE>

The Marshall Dome Property  consists of 38 State claims.  Thirty-five  of the 38
claims were  acquired by the  Company in 1995 due to its  proximity  and similar
geological  setting to Newmont  Mining  Company's  "True  North" gold  property,
immediately to the southwest.  The remaining  three adjacent claims were located
and acquired by the Company prior to 1995. The Marshall Dome Property  covers an
area of two and one-half square miles,  and is located  eighteen miles northeast
of Fairbanks.

The Whiskey Gulch Property,  consisting of four claims adjoining Newmont's "True
North"  property,  was  acquired by the  Company in 1996 to further  enhance its
Marshall Dome Property by virtue of its proximity to those claims.

The Chatanika  Property  consists of 752 mining claims and 16 prospecting  sites
covering  52 square  miles  which  were  located by the  Company  in 1996.  This
property is approximately 20 miles northwest of Fairbanks. On November 30, 1998,
the Company chose to relinquish its interest in this property.

The French Peak Property consists of four mineral claims totaling  approximately
one  square  mile,  and is  located  40 miles  northwest  of  Smithers,  British
Columbia.

(b) FINANCIAL INFORMATION RE: OPERATING SEGMENTS

The Company has one operating segment,  being mineral  exploration,  development
and mining.

(c) PLAN OF OPERATION

The  Company's  plan of  operation  is to continue to develop and mine its Nolan
properties  specifically  the Swede  Channel,  Archibald  Creek and Smith  Creek
areas. In this area the Company has recovered almost 14,000 ounces of gold since
1994. The Company is currently stock piling ore through the winter months.  When
the snow melts in May-June the ore will be processed and the recovered gold will
be marketed.  The Company is also  planning to mine this summer with  concurrent
processing and gold recovery from summer operations on Archibald and Smith Creek
areas.

During 1998 the Company successfully  negotiated an option agreement with Placer
Dome U.S. Inc. to conduct  exploration  and  development on 20.5 square miles of
the Company's  Ester Dome  properties.  On November 9, 1998,  PDUS exercised its
option to terminate the agreement with the Company. The Company has subsequently
entered in  negotiations  with several other companies to possibly joint venture
or vend the property.

For the  period  between  December  1997 and March  1998 the  Company  completed
environmental  impact studies,  both independent and internal,  on the Ryan Lode
property, the results of which determined the potential  environmental liability
of the property to be excessive.  The Company terminated its option with LaTeko.
Since then the Company has re-focused its efforts in the Nolan area. The Company
also plans to continue  exploration of its Hammond,  St.Paul,  Grant,  and O'Dea
properties. The extent of activity will be dependent on available financing.

On  August 4,  1989,  Silverado  assigned  its Eagle  Creek  Property  to Can-Ex
Resources (U.S.), Inc. ("Can-Ex") for a 15% net profits interest to a maximum of
$5,000,000.  On February  19,  1997,  Can-Ex was  dissolved  and the Eagle Creek
property became the property of its parent corporation,  Kintana Resources Ltd.,
a company  controlled  by Garry  Anselmo  who is  President  and a  director  of
Silverado.  The Company's royalty interest in the property remains unaffected by
this event.  There has been no development  activity on the property  during the
year.

In  Canada,  the  Company  intends  to keep its  French  Peak  Property  in good
standing, though no development work is scheduled there at this time.

From time to time as conditions or funds warrant, the Company may reevaluate its
development   programs  in  response  to  changing   economic  or  environmental
conditions.  Such  reevaluation  may result in the Company  either  changing its
development  priorities or allowing  certain  properties or portions  thereof to
lapse.


(d) MINING AND ENVIRONMENTAL REGULATION

Mining  activities in the U.S. are subject to regulation  and  inspection by the
Mining  Safety and Health  Administration  of the United  States  Department  of
Labor.  In addition,  the  Company's  activities  are  regulated by a variety of
Federal, state, provincial and local laws and regulations relating to protection
of the  environment  and other  matters.  Many  agencies  have the  authority to
require the Company to cease or curtail  operations  due to  noncompliance  with
laws  administered  by those agencies.  The operation of mining  properties also
requires a variety of permits from government agencies.

Management  believes that it has in place or will be able to obtain as necessary
all of the required  permits for the Company's  planned  operations.  Management
knows of no areas of noncompliance with laws or regulations which could close or
curtail operations.

The Company has accrued a total of $196,000 for further reclamation on the Nolan
Gold  Project and Grant Mine site on Ester  Dome.  Additional  remediation  work
takes place during the normal course of mining.
<PAGE>

In the event of closure or abandonment of its facilities,  the Company estimates
the  accrual for  reclamation,  net of  recoveries,  is  sufficient  to meet its
obligations.

(e) NATURE OF CLAIMS UNDER FEDERAL AND STATE LAW

The Company's  properties  consist of unpatented Federal mining claims and State
mining   claims.   Titles  to   unpatented   claims  are   subject  to  inherent
uncertainties,  such as whether there has been a discovery of valuable  minerals
on each claim and whether  proper  locating and filing  prerequisites  have been
met.  Title  can  only be  maintained  by the  performance  of  adequate  annual
assessment  work and / or the  payment  of  prescribed  rental  fees.  While the
Company  believes  that all claims which it holds were  properly  located  under
applicable law, no assurances can be given in that regard.  To date, the Company
believes that it has conducted and recorded all annual assessment work necessary
to maintain the claims in good standing.  Changes to U.S.  mining laws currently
under  consideration  would,  if  enacted,  substantially  affect all holders of
unpatented Federal mining claims by imposing royalty fees on removal of minerals
and  fundamentally  changing the rights and status of unpatented  claim holders.
Although  management  believes that the  imposition of royalty fees as described
above,  at a minimal  level,  would not have a  material  adverse  effect on the
Company, it is impossible to predict the extent to which mining or environmental
legislation may be enacted or amended nor the effect that such legislation could
have on the Company.


(f) INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

The following  table sets forth selected  financial data for each of Silverado's
fiscal years ended  November 30, 1998,  1997 and 1996,  by country of origin for
information purposes only.

<TABLE>
<CAPTION>
                                       YEAR ENDED NOVEMBER 30,
                                 1998            1997            1996
                            -------------    ------------    ------------
<S>                         <C>              <C>             <C>    
Loss for the year
     Canada                 $ (1,469,472)    $(3,594,229)    $(3,461,717)
     United States           (15,469,431)       (820,543)       (868,543)
                            -------------    ------------    ------------
                            $(16,938,903)    $(4,414,772)    $(4,330,260)
                            =============    ============    ============
Identifiable assets,at end of period
     Canada                 $    373,446     $   576,513     $ 1,318,233
     United States             3,103,226      17,654,718      17,143,111
                            -------------    ------------    ------------
                            $  3,476,672     $18,231,231     $18,461,344
                            =============    ============    ============
</TABLE>

For each of the three years ended November 30, 1998,  1997 and 1996,  there have
been no transfers between geographic segments, nor have there been export sales.
Revenue for each of the three years is from sales of gold inventory derived from
the Nolan Gold Project.


ITEM 2 PROPERTIES
-----------------

(a) REGISTRANT'S INTEREST

Silverado holds  interests in mineral  properties in the State of Alaska and the
Province  of  British  Columbia.   The  Company  has  not  conducted  sufficient
exploration  and development  work to delineate  material proven or probable ore
reserves.

(b) GENERAL CHARACTER AND TECHNICAL DESCRIPTION OF EACH PROPERTY

(1) Ester Dome Gold Project

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

(a) Grant Mine:

     This property  consists of 19 state mineral  claims  subject to payments of
     15% of net  profits  until  $2,000,000  has been paid and 3% of net profits
     thereafter.  In  December  of 1997,  for the  purpose  of  facilitating  an
     agreement with Placer Dome U.S. Inc. and in  consideration  of a payment by
     the Company of $20,000,  the  conditional  purchase and sale  agreement was
     amended to reduce the  royalty  payments to 3% of net profits as defined in
     the agreement.
<PAGE>

(b) Range Minerals #1:

     This property consists of 6 State mineral claims subject to payments of 15%
     of net  profits  until  $1,500,000  has  been  paid  and 2% of net  profits
     thereafter.

(c) Range Minerals #2:

     This property  consists of 419 State  mineral  claims and one Federal claim
     subject to annual  payments of $50,000,  2% of net  smelter  returns  until
     $20,000,000 has been paid, and 5% of net profits thereafter. In December of
     1997,  for the purpose of  facilitating  an agreement with Placer Dome U.S.
     Inc.,  and in  consideration  of a payment by the Company of $60,000,  this
     option  agreement  was amended to extend the term of the  agreement  for an
     additional  period of ten years and to modify the royalty  provisions to 5%
     of net profits as defined in the agreement during the first five years that
     profits are first generated from  operations,  and the greater of 5% of net
     profits or 3% of net smelter returns as defined in the agreement until such
     time as the option  price of  $20,000,000  of the property has been paid in
     full.

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

     This gold property  consists of 22 State mineral claims subject to payments
     of 15% of net profits until  $2,000,000  (inflation  indexed from 1979) has
     been paid and 3% of net profits thereafter.

(e) Dobb's:

     This property  consists of one unpatented  Federal  mineral claims and four
     State  mineral  claims  subject to  payments  of 15% of net  profits  until
     $1,500,000 has been paid and 3% of the net profits thereafter.

The above  properties,  totaling  24 square  miles in area,  cover most of Ester
Dome. The stream drainages from Ester Dome have yielded approximately  3,000,000
ounces of gold,  95% of which was placer  gold.  This was  produced  mostly from
operations  conducted by Alaska Gold Company prior to 1965. The Company's claims
were  located to acquire  lode  sources from which this placer gold was derived.
Lode  gold has been  discovered  in veins,  shears,  and  disseminated  into the
country rock at a number of locations on the Company's properties.

The main thrust of Silverado's  exploration and  development  work on Ester Dome
from 1978 to 1989 was on the Grant Mine area,  including a Joint Venture  (Grant
Mine  Project)  initiated in April 1984  between  Silverado  and Aurex,  Inc., a
subsidiary  of  Marubeni  America  Corporation,  and a period of  production  by
Silverado  from 1987 to 1989.  The Joint  Venture,  with Tri-Con  Mining Inc. as
operator,  explored and  developed  the O'Dea vein and  constructed  a gravity /
carbon-in-pulp  mill.  From 1978 to 1989,  a total of  111,852  tons of ore were
processed, yielding 11,215 ounces of gold and 8,231 ounces of silver.

From  June,  1990 to  November,  1993 ACNC  conducted  exploration  programs  as
operator of the Ester Dome Joint Venture,  including 45,162 feet of drilling. On
the O'Dea Shear,  results from drilling by ACNC and prior results of Silverado's
work were sufficient for ACNC to define a gold ore resource.

During 1996 and 1997 the Company  continued  definition of the St. Paul ore zone
by completing over 10,000 feet of trenching and ninety-one  drill holes totaling
over 19,200 feet.  Further,  the Company conducted a drilling program consisting
of 38  holes  totaling  approximately  9,000  feet as part of its  due-diligence
investigation of the Ryan Lode property.

During 1998, PDUS performed approximately  $1,000,000 of exploration work on the
property  prior  to  terminating  its  option  to  acquire  a  51%  interest  in
approximately 20.5 square miles of the property.

(2) Marshall Dome Property

The Marshall  Dome Gold Project,  consists of 38 State claims,  35 of which were
acquired by the  Company in 1995 due to its  proximity  and  similar  geological
setting to Newmont Mining  Company's "True North" gold property,  immediately to
the southwest.  The remaining three adjacent claims were located and acquired by
the Company prior to 1995. The project covers an area of two and one-half square
miles,  and is located  eighteen miles northeast of Fairbanks and is on the same
geological  trend as the "True  North" gold  deposit one mile to the  southwest,
which is being developed by Newmont Exploration Limited.

(3) Whiskey Gulch Property

This  property,  acquired by the Company in 1996, is one-half mile  southwest of
the Marshall Dome Property and adjoins the "True North" property.
<PAGE>

(4) Chatanika Property

This  property  was newly  staked by the  Company in 1996 in  response to aerial
observations  and  preliminary  geochemical  sampling.  The  property is located
approximately  20 miles  northwest of Fairbanks,  and presently  consists of 752
mining claims and 16 prospecting sites, with a total area of 52 square miles. On
November  30,  1998,  the  Company  chose to  relinquish  its  interest  in this
property.

(5) Nolan Gold Project

The Nolan Project consists of five contiguous properties covering  approximately
6 square  miles,  8 miles west of  Wiseman,  and 175 miles  north of  Fairbanks,
Alaska. These properties are as follows:

(a) Nolan Placer:

     This property consists of 160 unpatented  Federal placer claims 100 percent
     owned by Silverado.

(b) Thompson's Pup:

     This  property  consists of 6  unpatented  Federal  placer  claims,  and is
     subject to a royalty of 3 percent of net profits on 80% of production.

(c) Dionne (Mary's Bench):

     This  property,  consisting  of 15  unpatented  Federal  placer  claims and
     miscellaneous  mining  equipment,  was  purchased  in 1993  for  $1,000,000
     payable over five years. Payments were completed in 1997.

(d) Smith Creek:

     This  property,  consisting  of 35  unpatented  Federal  placer  claims and
     miscellaneous mining equipment,  was purchased in 1993 for $200,000 payable
     over five years with payments originally scheduled to be completed in 1998,
     $60,000 remains to be paid in 1999.

(e) Nolan Lode:

     This property  consists of 239  unpatented  Federal lode claims 100 percent
     owned by Silverado.  The lode claims overlie much of the placer  properties
     and extend beyond them.

Production  of placer  gold from  Nolan  Creek  and its  tributaries  originally
commenced in 1903.  Silverado began acquiring  claims in the area and developing
the placer gold deposits in 1979. Through 1988,  Silverado and a lessee produced
2,400 ounces of gold nuggets. Due to the angular nature and attachment to quartz
of much of the placer gold recovered,  Silverado believes the lode source should
be nearby and has staked lode claims to cover the potential source areas.

From 1990 to 1993, Silverado conducted reclamation,  exploration and development
in preparation for commencement of production. Initially, production was carried
out on the  Thompson's  Pup  property.  Then,  in  November  1993,  the  Company
commenced production on the Dionne (Mary's Bench) Property. Gold bearing gravels
were mined by underground methods from a frozen bench deposit.  Since the Winter
of 1994/95  almost 14,000 ounces of gold have been  recovered by Silverado  from
these sites, primarily in the form of high-quality nuggets which sell at premium
prices.  From 1995 to 1997, the Company restricted its activities at Nolan as it
refocused  its  resources  on its Ester Dome  properties.  During the time,  the
Company  substantially  reclaimed its previous  disturbances.  During 1998,  the
Company recommenced mining operations.  The Company  concentrated its activities
on the Archibald Creek area, located within Nolan Placer.  Limited mining on the
Swede Channel  located within Dionne was also  undertaken by a third party.  The
Company's  share of total gold  recovered  from the Nolan  Gold  Project in 1998
amounted to 144 ounces.

(6) Hammond Property

The Hammond Property, consisting of 28 Federal placer claims and 36 Federal lode
claims  covering one and one-half  square miles,  was acquired by the Company in
December 1994. The Company completed a drilling program in 1995 which identified
placer gold deposits  similar to those on the adjoining Nolan Gold Project.  The
lode claims also  extended  the area of interest  for  exploration  for the lode
sources of the placer gold.

(7) Eagle Creek Royalty Interest

The Eagle Creek  Property  consists of 77 State mineral claims with a total area
of 4.8 square miles,  located 11 miles north of Fairbanks,  Alaska. The property
was  formerly a producer of  antimony  and is situated in a 20 mile long belt of
lode  and  placer  gold  deposits.  It is  currently  being  explored  as a gold
prospect.

Silverado  acquired the property in 1976.  From 1984 to 1988 Silverado  explored
several  geochemical / geophysical targets and discovered gold bearing veins and
disseminated gold mineralization of economic interest.
<PAGE>

The property was assigned to Can-Ex Resources (U.S.), Inc. on August 4, 1989 for
a retained 15 percent  net  profits  interest  from  production  to a maximum of
$5,000,000.  On February 19, 1997,  Can-Ex  Resources (U.S.) Inc. was dissolved,
and the Eagle Creek  property,  became the  property of its parent  corporation,
Kintana  Resources  Ltd,  a  company  controlled  by Garry  Anselmo,  who is the
President  and director of  Silverado.  The  Company's  interest in the property
remains unaffected by this event.

(8) French Peak Property

The French Peak property consists of four mineral claims totaling  approximately
one square mile, located 40 miles northwest of Smithers, British Columbia.

The known  mineralization  consists of silver,  gold, copper, lead and zinc in a
number of vein and bedded deposits. In 1964, one of these veins, a test shipment
of 52.4 tons of  hand-sorted  ore was sent to a  smelter  and  averaged  204 oz.
silver per ton.

Silverado  acquired the property in 1976 and has conducted surface  exploration,
including  diamond drilling,  to expand the known extent of the  mineralization.
Several geochemical / geophysical targets remain to be tested.
<PAGE>

(c) GLOSSARY OF TECHNICAL TERMS

Development.
------------
The process  following  exploration,  whereby a mineral deposit is
further  evaluated  and  prepared  for  production.   This  generally   involves
significant drilling and may include underground work.

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.

Federal Lode  Claims,  Federal  Placer  Claims.
-----------------------------------------------
Mineral claims up to 20 acres, located on federal land under the U.S. Mining Law
of 1872. See below for definitions of "Lode" and "Placer".

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.

Gravity /  Carbon-in-Pulp  Mill. 
---------------------------------
A gold  processing  plant  wherein gold ore is finely ground and the coarse gold
particles  are removed by  mechanical  means with the balance  dissolved by weak
cyanide  solution.  The dissolved gold is absorbed onto carbon then recovered by
electrowinning.

Lode.
-----
Mineral in place in the host rock, as in "lode gold".

Lode Source.
------------
The lode  mineral  deposit  from  which  placer  minerals  have been  derived by
erosion.

Mineral Claims.
---------------
General  term used to describe  the manner of land  acquisition  under which the
right to explore, develop and extract metals is established.

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".

Prospecting  Sites.
-------------------
Areas up to 160 acres on Alaska State lands where the exclusive right to explore
for minerals is granted for one year, extendible for additional years.

Reserve.
--------
That part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve  determination.  Reserves are customarily
stated in terms of "ore" when dealing with metalliferous minerals.

Resource.
---------
A body of ore sufficiently sampled to establish continuity,  but not constrained
by a mining plan or feasibility analysis.

State Claims. 
--------------
Mineral claims up to 40 acres, located on State of Alaska lands.
<PAGE>

ITEM 3 LEGAL PROCEEDINGS
------------------------

On March 14, 1997, the Company filed a Quiet Title Action in the Alaska Superior
Court,  Fourth  Judicial  District,  in order to assure  its clear  title to the
Marshall Dome  property.  On June 18, 1997,  the vendors of the property filed a
counterclaim  opposing the Company's  action. In the course of their opposition,
the vendors demanded that the Company encumber the property with a lien or other
equitable  relief  in  their  favor  for the  remaining  purchase  price  of the
property,  and  stated a claim  for  alleged  damages.  Silverado  believed  the
complaint was without merit, and moved for Summary Judgment on the basis that it
has  exclusive  possessory  rights to the  property as evidenced by the purchase
documents executed by the vendors. During 1998, the case was tried in the Alaska
Superior  Court.  The court found in favour of Silverado  and denied the vendors
any monetary compensation, other than $18,400 attorneys fees.

A former  employee  of the Tri-Con  Group has  initiated  a claim  against  that
company for wrongful dismissal/breach of contract in the amount of $150,000. The
Company has been named as a  co-defendant  in the suit.  No  provision  for this
litigation has been made in the financial statements for the year ended November
30, 1998 as the amount of the loss, if any, is indeterminable at this time.


ITEM 4   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
----------------------------------------------------------

No matter was submitted  during the fourth quarter of the fiscal year covered by
this report to a vote of security holders through the solicitation of proxies or
otherwise.


<PAGE>


                                     PART II

ITEM 5 MARKET  PRICE FOR  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
--------------------------------------------------------------------------------
                                    MATTERS
                                    -------


(a) MARKET INFORMATION

Silverado's  common  stock  trades on the OTC  bulletin  board  under the symbol
"GOLDF.OB"  The  following  table  indicates  the high and low bid prices of the
common shares during the periods indicated:

        QUARTER ENDED                 HIGH BID                LOW BID
         Feb 28, 1997                  4  3/8                  3 9/16
         May 31, 1997                  4  3/8                  2 9/16
         Aug 31, 1997                  3  3/8                  2 9/16
         Nov 30, 1997                  4  1/2                  3 7/16
         Feb 28, 1998                  2 15/16                 2 9/32
         May 31, 1998                  1 31/32                 1 5/16
         Aug 31, 1998                     5/16                   3/8
         Nov 30, 1998                     9/32                   7/32

On May 25, 1998, the Company consolidated its shares on a 1 for 10 basis and the
amounts   above  have  been   restated  to  reflect  the  effect  of  the  share
consolidation.  The foregoing prices represent  inter-dealer  quotations without
retail  markups,  markdowns,  or commissions  and do not  necessarily  represent
actual transactions.

(b) HOLDERS OF COMMON SHARES

As at April 30, 1999 there were 3,684 registered  holders of Silverado's  common
shares, approximately 91% of whom were located in the United States.

(c) DIVIDENDS AND INTEREST

Silverado Gold Mines Ltd. has not declared  dividends on its common stock in the
two most recent fiscal years.

Silverado is  restricted in its 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.

The Canadian  Income Tax Act (the "Tax Act") provides in subsection  212(2) that
dividends and other  distributions  deemed to be dividends  paid or deemed to be
paid by a Canadian resident company to a non-resident person shall be subject to
a  non-resident  withholding  tax of 25  percent  on  the  gross  amount  of the
dividend.  Subject to certain  exceptions,  paragraph  212(1)(b)  of the Tax Act
similarly  imposes a 25 percent  withholding tax on the gross amount of interest
paid by a Canadian resident to a non-resident person.

Subsection  115  (1)  and  Subsection  2 (3)  of  the  Tax  Act  provide  that a
non-resident  person is  subject  to tax at the rates  generally  applicable  to
persons  resident  in  Canada  on any  "Taxable  capital  gain"  arising  on the
disposition  of shares of a  corporation  that is listed on a  prescribed  stock
exchange (which includes OTC bulletin board) if:

(i)  such  non-resident,  together  with  persons  with whom he does not deal at
     arm's length,  has held 25% or more of the outstanding  shares of any class
     of stock of the  corporation  at any time  during the five years  preceding
     such disposition; or

(ii) the shares  disposed  of were used by such  non-resident  in  carrying on a
     business in Canada.

A taxable capital gain is presently equal to three quarters of a capital gain.

Provisions in the Tax Act relating to dividend and interest payments by Canadian
residents  to  persons  resident  in the United  States are  subject to the 1980
Canada - United States Income Tax Convention (the "1980 Convention").  Article X
of the 1980 Convention provides that the rate of non resident withholding tax on
dividends  shall not exceed 5 percent of the gross amount of the dividends where
the  non-resident  person  who is  the  beneficial  owner  of  the  shares  is a
corporation  which  owns  at  least  10  percent  of  the  voting  stock  of the
corporation  paying  the  dividend.  In other  cases,  the rate of  non-resident
withholding tax shall not exceed 15 percent.

Article  XI of the  1980  Convention  provides  that  the  rate of  non-resident
withholding  tax on interest shall not generally  exceed 10 percent of the gross
amount of the interest.
<PAGE>

The reduced rates of non-resident withholding relating to dividends and interest
provided  by the 1980  Convention  do not  apply  if the  recipient  carries  on
business  or  provides   independent   personal  services  through  a  permanent
establishment  situated  in  Canada,  and  the  shareholding  or debt  claim  is
effectively  connected  with that  permanent  establishment.  In that case,  the
dividends  and  interest  as the case may be,  are  subject  to tax at the rates
generally applicable to persons resident in Canada.

Article XIII of the 1980  Convention  provides  that gains  realized by a United
States resident on the sale of shares such as those of Silverado may be taxed in
both  Canada and the United  States.  However,  taxes paid in Canada by a United
States resident would, subject to certain  limitations,  be eligible for foreign
tax credit  treatment in the United  States,  thereby  minimizing the element of
double taxation.

Except as described above, there are no government laws, decrees, regulations or
treaties  that  materially  restrict the export or import of capital,  including
foreign  exchange  controls,  or  which  impose  taxes,   including  withholding
provisions, to which United States shareholders are subject.


ITEM 6 SELECTED FINANCIAL DATA

The following  table sets forth selected  financial data for each of Silverado's
fiscal years ended November 30, 1998, 1997, 1996 , 1995 and 1994.
<TABLE>
<CAPTION>
                                          YEARS ENDED NOVEMBER 30,
                             1998        1997        1996       1995        1994
                           ---------   --------    --------   --------    --------
                                     000's except per share amounts
<S>                        <C>         <C>         <C>        <C>         <C>    
Revenues                   $     58    $   169     $   298    $ 3,053     $ 1,516

Loss for the Year          $(16,939)   $(4,415)    $(4,330)   $(4,095)    $(3,120)

Loss per Share (1)         $  (1.89)   $ (0.66)    $ (0.88)   $ (1.10)    $ (0.90)

END OF PERIOD

Assets                     $  3,477    $18,231     $18,461    $15,140     $16,496

Gold Inventory (2)         $     23    $    49     $   213    $   389     $ 2,028

Long term Obligations      $   --      $ 2,010     $ 2,092    $ 2,395     $ 2,543

</TABLE>

(1) In 1998 the Company  consolidated its share capital on a 1 for 10 basis. The
effect of the share  consolidation  has been  applied  to all per share  amounts
presented.

(2) Gold  inventory  is  valued  at the lower of  weighted  average  cost or net
realizable value.


ITEM 7 MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
--------------------------------------------------------------------------------
                                 OF OPERATIONS
                                 -------------

LIQUIDITY AND CAPITAL RESOURCES

The table below sets forth  Silverado's  working  capital and  liquidity  at the
dates indicated:
<TABLE>
<CAPTION>
                                                               NOVEMBER 30,
                                                   1998            1997            1996
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>   
Cash                                           $      --       $    20,914     $ 1,925,469
Other current assets                                27,208         423,475         704,228
                                               ------------    ------------    ------------       
                                                    27,208         444,389       2,629,697
                                               ------------    ------------    ------------      

Bank indebtedness                                   (4,396)           --              --
Accounts payable and accrued liabilities          (904,568)       (597,478)       (252,923)
Mineral claims payable                            (342,000)           --          (179,000)
Loans payable secured by gold inventory               --              --           (66,511)
Current portion of capital lease obligation           --           (81,749)        (64,939)
Convertible debenture, current portion          (2,000,000)           --              --
                                               ------------    ------------    ------------
                                                (3,250,964)       (679,227)       (563,373)
                                               ------------    ------------    ------------
Working capital (deficiency)                   $(3,223,756)    $  (234,838)    $ 2,066,324
                                               ============    ============    ============
</TABLE>
<PAGE>

During 1998 the Company  continued to receive funds through  private  placements
and the  exercise  of  options,  and  applied  those  funds to  exploration  and
development expenses on its Nolan properties.  The Company also received funding
of  $718,977  through  the sale of excess  equipment.  Placer  Dome  contributed
$400,000  as part of the option  agreement  entered  into  during  the year.  On
November 9, 1998,  PDUS exercised its option to terminate the agreement with the
Company.  The increase in the Company's working capital deficiency from $234,838
to $3,223,756  reflects the excess of those various  expenditures over the funds
received during 1998 and the maturity of the $2,000,000 convertible debenture in
July 1999.  The  Company's  short term  liabilities  consist  primarily of trade
payables, accrued interest and reclamation expenses.

During the year the Company received a total cash inflow of $1,765,692 primarily
from shares issued for cash, the sale of fixed assets for cash, the sale of gold
and the  receipt  of cash  from  Placer  Dome  under  the  now  canceled  option
agreement.  From these funds, the Company applied  $1,172,888 to exploration and
development  expenditures,  and  $107,200  to mineral  claims and options on its
mineral  properties;  $588,284 on the Nolan Gold Project,  $337,375 on the Ester
Dome Project,  $227,449 on the Ryan Lode Gold Project,  and $126,981 was applied
to its other properties.

     Ester Dome Gold Project
     -----------------------

     During 1998, the Company limited its activities on this property as efforts
     were  concentrated  on the Ryan Lode Gold  Project in the early part of the
     year and the Nolan Gold Project in the latter part of the year.

     However,  Placer  Dome U.S.  Inc.  (PDUS)  was  actively  involved  on this
     property.  PDUS and the Company  entered into an agreement in February 1998
     under which,  PDUS could earn a 51.5%  interest by  performing a minimum of
     $10,000,000 of work on the property and purchasing  4,000,000 common shares
     of the Company with an assigned  value of $5,450,000  over a period of five
     years.  During 1998, the Company received $400,000 in cash in consideration
     for entering into the agreement and PDUS performed approximately $1,000,000
     of work on the  property.  The work  consisted  of  integrated  surface and
     drilling programs employing mechanized soil sampling and trenching, as well
     as both reverse  circulation  and core drilling.  Active field  exploration
     took place  continuously from March through October 1998. PDUS succeeded in
     indentifying  four  prospects  containing  greater than  0.03gm/tonne  over
     significant trench and drill thickness: the Silver Dollar and Ready Bullion
     on the south side of Ester Dome and  Rhyolite and McQueen on the north side
     of Ester  Dome.  PDUS also  generated  one new  prospect on the Irad claim.
     Activities  included  1,385 soil samples taken,  12 trenches  totalling 975
     feet,  10  reverse  circulation  holes  measuring  2,600  feet  and 21 core
     drilling holes measuring 9,780 feet.

     On November 9, 1998,  PDUS  exercised its option to terminate the agreement
     with the Company.

     Ryan Lode Gold Project
     ----------------------

     In July, 1997, the Company began an environmental, technical, and legal due
     diligence  investigation of the Ryan Lode property preparatory to acquiring
     an option on the property from La Teko Resources Ltd. ("La Teko").  La Teko
     had reported a significant  mineable reserve based on a bulk tonnage / heap
     leach mining  concept,  at an average grade of 0.056 ounces of gold per ton
     of ore. The Company completed 38 drill holes totaling 8,855 feet to confirm
     the continuity of gold mineralization  above 0.10 ounces per ton to support
     the concept of a smaller tonnage,  higher grade operation using Silverado's
     existing  Grant  Mill  facilities.  The  Company  considered  the  drilling
     successful and,  entered into an Option to Purchase  Agreement with La Teko
     for the Ryan Lode property.

     In  March of 1998 the  Company  completed  the  environmental  studies  and
     determined  that the potential  environmental  liability would be excessive
     therefore the Company decided to terminate the agreement.

     Nolan Gold Project
     ------------------

     From  November  1993 to April 1994,  the Company  commenced  production  of
     placer gold from frozen bench  deposits on the Mary's Bench  portion of the
     Dionne  Property,  recovering  almost  14,000  ounces of gold.  The Company
     continued a limited  production  program in 1996 then suspended  production
     altogether  in 1997 as it focused  its efforts  entirely on the  expansion,
     exploration,  and  development  of its Fairbanks  properties in response to
     increased  competitive  activity  in that area.  It did,  however,  conduct
     reclamation activities on the site.

     During 1998, limited mining of the Swede Channel, located within the Dionne
     property, was also undertaken.  The Company's share of total gold recovered
     from the Nolan  Gold  Project in 1998  amounted  to 144  ounces.  Continued
     development and mining is being done through the winter months in this area
     and after the thaw in  May-June,  processing  will begin.  Two other areas,
     Archibald  Creek and Smith  Creek  will be summer  mined and  processed  in
     fiscal  1999.  The extent of  activities  will be  dependent  on  available
     funding.
<PAGE>

     Other Properties
     ----------------

     On November 30,1998, the Company relinquished its interest in the Chatanika
     Property.  The  Company  maintained  all of its  other  properties  in good
     standing.

In addition to amounts accrued for, the Company has property  commitments during
1999  totaling  $291,500  which  must be  paid in  order  to  keep  its  various
properties in good  standing.  This amount is made up of mineral  property lease
payments,  various  regulatory charges and fees, and property work requirements.
The  Company  also  has  interest   commitments  of  $160,000  on  a  $2,000,000
convertible  debenture.  The  debenture  matures  and is due and payable in July
1999.

The Company has a significant  working capital  deficiency at November 30, 1998.
As of that date, uncertainty as to the Company's ability to meet its liabilities
and commitments as they become payable causes doubt about the Company's  ability
to continue as a going  concern.  The  Company's  ability to continue as a going
concern and recover the amounts  recorded as mineral  properties is dependent on
its ability to obtain the  continued  forbearance  of its  creditors,  to obtain
additional  financing and/or the entering into of joint venture  agreements with
third parties in order to complete  exploration,  development  and production of
its mineral properties,  the continued delineation of reserves on its properties
and the  attainment of profitable  operations.  There is no assurance  that such
items can be  obtained  by the  Company.  Failure to obtain  these may cause the
Company to significantly decrease its level of exploration and operations and to
possibly sell or abandon certain mineral  properties or capital assets to reduce
commitments or raise cash as required.

OPERATING RESULTS

The Company  incurred  only limited gold sales in 1998.  The Company  expects to
maintain  only minimal  inventory  until  production  from its Nolan  properties
resume in the spring of 1999.

Operating  costs  in 1998  were  higher  than the  previous  year.  Included  in
operating costs for the year are mining and processing costs,  reclamation costs
and amortization of mineral property and development costs.

The price of the gold has an impact upon the  Company's  results of  operations.
The price of gold has  maintained  a range of $285 to $295 per ounce,  down from
the 1996 level of $400 per ounce.

Mining  activities in the United States are subject to regulation and inspection
by the Mining,  Safety and Health Administration of the United States Department
of Labor.  In addition,  Silverado's  activities  are  regulated by a variety of
Federal, state, provincial and local laws and regulations relating to protection
of the environment.  The operation of mining  properties also requires a variety
of permits from governmental  agencies.  While there can be no assurance that in
the future environmental concerns will not lead to restrictions upon Silverado's
operations at one or more properties,  Silverado believes it has either obtained
all permits necessary for planned  operations in 1999, or that any other permits
necessary can be obtained without undue restriction

Other Expenses
<TABLE>
<CAPTION>
                                      1998          1997         1996
                                   -----------   ----------   ----------
<S>                                <C>           <C>          <C>    
Other Expenses                     $ 2,474,849   $4,205,381   $4,077,978
Write down of mineral properties    14,464,054         --          --
                                   -----------   ----------   ----------
                                   $16,938,903   $4,205,381   $4,077,978
                                   ===========   ==========   ==========
</TABLE>

During  1998,  the Company  evaluated  its  mineral  properties  and  recorded a
writedown  of  $14,464,054  based  on this  evaluation.  The  writedown  related
primarily to deferred  exploration  and  development  which was  capitalized  in
previous years and reflects a more conservative on-going carrying value.


<PAGE>

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
--------------------------------------------------

The consolidated financial statements listed below were prepared on the basis of
accounting  principles generally accepted in the United States and are expressed
in U.S. dollars. These principles conform, in all material respects,  with those
generally accepted in Canada.

                                                                           PAGE

Auditors' Report                                                            F-1
-------------------------------------------------------------------------------

Comments by Auditors for U.S. Readers on Canada
  - U.S. Reporting Conflict                                                 F-1
--------------------------------------------------------------------------------

Consolidated Balance Sheets, November 30, 1998 and 1997                     F-2
--------------------------------------------------------------------------------

Consolidated Statements of Operations and Accumulated Deficit,
Years Ended November 30, 1998, 1997, and 1996                               F-3
--------------------------------------------------------------------------------

Consolidated Statements of Cash Flows,
Years Ended November 30, 1998, 1997 and 1996                                F-4
--------------------------------------------------------------------------------

Consolidated   Statements  of  Changes  in  Share  Capital,  
Capital   Surplus, Unamortized  Stock  Compensation  expense
and Advances to Related  Parties
Years Ended November 30, 1998, 1997 and 1996.                               F-5
--------------------------------------------------------------------------------

Notes to Consolidated Financial Statements                          F-6 to F-15
--------------------------------------------------------------------------------


No schedules are presented either because the required  information is disclosed
elsewhere in the financial  statements,  or the  schedules  are not  applicable.



<PAGE>

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated  balance sheets of Silverado Gold Mines Ltd. as
at November 30, 1998 and 1997 and the consolidated  statements of operations and
accumulated  deficit,  changes in share capital,  capital  surplus,  unamortized
stock compensation  expense and advances to related parties,  and cash flows for
each of the years ended  November  30, 1998,  1997,  and 1996.  These  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.

We conducted our audits in accordance with generally accepted auditing standards
in Canada.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the company as at November 30, 1998
and 1997 and the results of its operations and its cash flow for the years ended
November  30,  1998,  1997  and  1996  in  accordance  with  generally  accepted
accounting  principles  in the United  States.  As  required  by the Company Act
(British  Columbia) we report,  that in our opinion,  these principles have been
applied on a consistent basis.


/s/ KPMG
--------
KPMG
Chartered Accountants

Vancouver, Canada
 
March 16, 1999



COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING DIFFERENCE

In the United States,  reporting  standards for auditors require the addition of
an explanatory  paragraph  (following the opinion  paragraph) when the financial
statements are affected by conditions and events that cast substantial  doubt on
the Company's ability to continue as a going concern, such as those described in
Note 1(a) to the  financial  statements.  Our report to the  shareholders  dated
March  16,  1999 , is  expressed  in  accordance  with  the  Canadian  reporting
standards  which do not permit a reference to such events and  conditions in the
auditors'   report  when  these  are  adequately   disclosed  in  the  financial
statements.

/s/ KPMG
--------
KPMG
Chartered Accountants

Vancouver, Canada
March 16, 1999


<PAGE>

<TABLE>
SILVERADO GOLD MINES LTD.                                                                                 F-2
CONSOLIDATED BALANCE SHEETS                                                                               
EXPRESSED IN U.S. DOLLARS
<CAPTION>
                                                                               November 30,      November 30,
                                                                                  1998              1997
                                                                             ---------------   --------------- 
<S>                                                                          <C>               <C>   

Assets
Current Assets
   Cash ..................................................................   $         --      $       20,914
   Gold inventory ........................................................           23,448            48,875
   Accounts receivable ...................................................            3,760             8,297
   Prepaid expenses paid to related parties (Note 7) .....................             --             366,303
                                                                             ---------------   --------------- 
                                                                                     27,208           444,389

Mineral Properties and Development, net of accumulated amortization (Note 2)      1,600,000        14,629,104 

Buildings, Plant and Equipment (Note 3) ..................................        3,114,785         4,481,399
   Less accumulated depreciation .........................................       (1,289,883)       (1,385,423)
                                                                             ---------------   --------------- 
                                                                                  1,824,902         3,095,976
Deferred Financing Fees
   (net of accumulated amortization of $161,438: 1997-$124,238) ..........           24,562            61,762
                                                                             ---------------   --------------- 

                                                                             $    3,476,672    $   18,231,231
                                                                             ===============   ===============
                                                                    

Liabilities and Shareholders' Equity
Current Liabilities
   Bank indebtedness .....................................................   $        4,396    $         --
   Accounts payable and accrued liabilities (Note 4) .....................          904,568           597,478
   Mineral claims payable (Note 2(a)) ....................................          342,000              --
   Capital lease obligations (Note 9(b)) .................................             --              81,749
   Convertible debenture (Note 5) ........................................        2,000,000              --
                                                                             ---------------   --------------- 
                                                                                  3,250,964           679,227
Long Term Liabilities
   Capital lease obligations (Note 9(b)) .................................             --               9,741
   Convertible debenture (Note 5) ........................................             --           2,000,000
                                                                             ---------------   ---------------  
                                                                                       --           2,009,741
Shareholders' Equity
   Common Shares  (Note 6)
   Authorized: 100,000,000 (1997-100,000,000) common shares
   Issued and outstanding:November 30, 1998 - 10,997,890 common shares ...       44,074,920        43,084,420
                          November 30, 1997 - 8,001,222 common shares
   Unamortized stock compensation expense ................................             --            (151,612)
   Advances to related parties secured by common shares in the company ...             --            (480,236)
   Accumulated Deficit ...................................................      (43,849,212)      (26,910,309)
                                                                             ---------------   ---------------  
                                                                                    225,708        15,542,263
                                                                             ---------------   ---------------

                                                                             $    3,476,672    $   18,231,231
                                                                             ===============   ===============

Continuing operations (Note 1(a))
Subsequent events (Notes 1 and 10)
Commitments and contingencies (Notes 2 and 9)

See accompanying notes to the consolidated financial statements.
</TABLE>

<PAGE>
 <TABLE>
SILVERADO GOLD MINES LTD.                                                                                                   F-3
CONSOLIDATED STATEMENTS OF OPERATIONS
AND ACCUMULATED DEFICIT
EXPRESSED IN U.S. DOLLARS    
<CAPTION>
                                                                                Year ended        Year ended        Year ended
                                                                               November 30,      November 30,      November 30,
                                                                                  1998              1997              1996
                                                                             ---------------   ---------------   ---------------
<S>                                                                          <C>               <C>               <C>    
 
Revenue from gold sales .................................................    $       57,915    $      168,924    $      298,124
Operating costs
  Mining and processing costs ...........................................           232,405           164,835           394,909
  Amortization of mineral properties and development ....................            43,264              --             123,504
  Reclamation expense (Note 9(d)) .......................................            60,575           213,480            31,993
                                                                             ---------------   ---------------   ---------------
                                                                                    336,244           378,315           550,406
                                                                             ---------------   ---------------   ---------------
Loss from Operations ....................................................          (278,329)         (209,391)         (252,282)

Other Expenses
  Accounting and audit ..................................................            69,054            93,450            69,331
  Amortization of deferred financing fees ...............................            37,200            37,200            37,200
  Consulting expense ....................................................           185,813            78,945              --
  Corporate capital taxes ...............................................              --              21,934            (5,967)
  Depreciation ..........................................................           378,471           475,175           447,222
  Employment contract expense ...........................................            22,049         1,099,340         1,910,060
  Financing activities ..................................................              --             100,847            35,159
  General exploration and development ...................................              --              75,566            13,980
  Interest on long term liabilities......................................           161,381           160,000           160,000
  Legal .................................................................           145,102           206,740            35,733
  Loss on disposal of buildings, plant and equipment ....................           178,916             1,557              --
  Loss (gain) on foreign exchange .......................................           (28,467)           55,335            (5,298)
  Management salaries ...................................................              --              65,744           263,000
  Management services from related party (Note 7) .......................           321,513           992,646           323,108
  Office expenses .......................................................           174,910           239,518           262,333
  Other interest and bank charges (net) .................................            29,228             7,356             4,908
  Printing and publicity ................................................            38,712           293,095           371,281
  Receivable allowance ..................................................           363,667              --                --
  Reporting and investor relations ......................................            55,279            52,576            26,833
  Transfer agent fees and mailing expenses ..............................            63,692           148,357           129,095
  Write down of deferred mineral properties and development .............        14,464,054              --                --
                                                                             ---------------   ---------------   --------------- 
                                                                                 16,660,574         4,205,381         4,077,978


Loss for the year .......................................................       (16,938,903)       (4,414,772)       (4,330,260)

Accumulated deficit at beginning of the year ............................       (26,910,309)      (22,495,537)      (18,165,277)
                                                                             ---------------   ---------------   --------------- 

                                                                        
Accumulated deficit at end of the year ..................................    $  (43,849,212)   $  (26,910,309)   $  (22,495,537)
                                                                             ===============   ===============   =============== 


Loss per share(Note 1(g)) ...............................................    $        (1.89)   $        (0.66)   $        (0.88)
                                                                             ===============   ===============   =============== 

See accompanying notes to the consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>

SILVERADO GOLD MINES LTD.                                                                                               F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                          
EXPRESSED IN U.S. DOLLARS
<CAPTION>
                                                                            Year ended        Year ended       Year ended
                                                                           November 30,      November 30,     November 30,
                                                                               1998              1997             1996
                                                                         --------------      -------------    ------------- 
CASH PROVIDED BY (USED FOR):
<S>                                                                       <C>                <C>              <C>    
Operations:
Loss for the year .....................................................   $ (16,938,903)     $ (4,414,772)    $ (4,330,260)
Items not involving cash:
   Writedown of deferred mineral properties and development ...........      14,464,054              --               --
   Employment contract expense ........................................          22,049         1,099,340        1,910,060
   Consulting services expense ........................................         167,063            78,945             --
   Depreciation .......................................................         378,471           475,175          475,882
   Amortization of deferred financing fees ............................          37,200            37,200           37,200
   Loss on disposal of buildings, plant and equipment .................         178,916             1,557             --
   Amortization of mineral properties and development .................          43,264              --            123,504
Changes in non-cash operating working capital:
   Decrease (increase) in accounts receivable .........................           4,537             2,968          (10,255)
   Decrease in gold inventory .........................................          25,427           164,129          176,115
   Decrease in prepaid expenses paid to related parties ...............         366,303           113,656             --
   Increase (decrease) in mineral claim payable .......................         342,000          (179,000)        (351,000)
   Increase (decrease) in accounts payable and accrued liabilities ....         382,090           344,555         (274,429)
                                                                          --------------     -------------    ------------- 
                                                                               (527,529)       (2,276,247)      (2,243,183)

Financing:
   Bank indebtedness ..................................................           4,396              --               --
   Shares issued for cash .............................................         588,800         3,453,229        7,610,000
   Decrease (increase) in secured advances to related parties .........         480,236          (480,236)      (1,299,893)
   Decrease in loans payable secured by gold inventory ................            --             (66,511)        (110,057)
   Decrease in capital lease obligation ...............................         (91,490)          (65,663)        (240,619)
                                                                          --------------     -------------    ------------- 
                                                                                981,942         2,840,819        5,959,431

Investments:                                                                          
   Mineral claims and options expenditures, net of recoveries .........        (276,127)         (109,947)        (571,214)
   Deferred exploration and development expenditures, net of recoveries        (912,888)       (2,289,654)      (1,202,700)
   Proceeds from sale of equipment ....................................         718,977              --               --
   Purchases of equipment .............................................          (5,289)          (69,526)        (172,714)
                                                                          --------------     -------------    ------------- 
                                                                               (475,327)       (2,469,127)      (1,946,628)


Increase (decrease) in cash ...........................................         (20,914)       (1,904,555)       1,769,620
Cash at beginning of the year .........................................          20,914         1,925,469          155,849
                                                                          --------------     -------------    ------------- 
Cash at end of the year ...............................................   $        --        $     20,914     $  1,925,469
                                                                          ==============     =============    =============
                                                                           
Supplemental cash flow information not reflected in the statement
of cash flows
   Interest paid ......................................................   $      80,000      $    181,436     $    242,562
                                                                          ==============     =============    =============
   Issue of shares for purchase of mineral property ...................   $     289,200      $      --        $     --
                                                                          ==============     =============    ============= 
   Issue of shares for consulting services in lieu of payment of cash .   $      75,000      $      --        $     --
                                                                          ==============     =============    =============
 See accompanying notes to the consolidated financial statements.
</TABLE>

<PAGE>
 <TABLE>
SILVERADO GOLD MINES LTD.                                                                                                       F-5
CONSOLIDATED STATEMENTS OF CHANGES IN SHARE CAPITAL,                                                          
CAPITAL SURPLUS,UNAMORTIZED STOCK COMPENSATION EXPENSE AND ADVANCES TO RELATED PARTIES
EXPRESSED IN U.S. DOLLARS
<CAPTION>
Years ended November 30, 1998, 1997, and 1996                                                     Unamortized   Advances to Related
                                                                                                     Stock      Parties secured by
                                                              Number of       Share     Capital   Compensation    Common Shares
                                                               shares        Capital    Surplus     Expense       in the Company
 
<S>                                                         <C>           <C>           <C>       <C>           <C>    

Balance as at November 30, 1995 ..........................   37,431,493   $28,775,211   $ 46,352  $    --       $        --   
                                                            ------------  -----------   --------- ------------  -------------------
Year ended November 30, 1996

Shares issued:
  On exercise of contract employee share options .........   18,050,000     7,180,000
  Private placements for cash ............................      925,000       430,000
  Capital surplus reallocated ............................                     46,352    (46,352)
  Fair value of share options granted to contract employees                 2,219,731
                                                            ------------  -----------   --------- ------------- --------------------
                                                             18,975,000     9,876,083    (46,352)
                                                            ------------  -----------   --------- ------------- --------------------

Balance as at November 30, 1996 ..........................   56,406,493    38,651,294       --         --                --
                                                            ------------  -----------   --------- ------------- --------------------
Year ended November 30, 1997

Shares issued:
  Share split ............................................    4,934,725          --
  On exercise of contract employee share options .........    3,390,000       487,500
  On exercise of warrants ................................      600,000       102,000
  Private placements for cash ............................   14,181,000     2,863,229
  Private placement for consulting services ..............      500,000
     For cash ............................................                        500
     For consulting services .............................                    169,500
  Fair value of share options granted to contract employees                   771,389
  Fair value of share options granted to consultants......                     39,008
  Stock compensation cost ................................                                          (151,612)                      
  Amortization of stock compensation
  Advances to related party ..............................                                                            (480,236)

                                                             23,605,725     4,433,126                           
                                                            ------------  -----------   --------- ------------- --------------------

Balance as at November 30, 1997 ..........................   80,012,218    43,084,420       --      (151,612)         (480,236)
                                                            ------------  -----------   --------- ------------- --------------------
Year ended November 30, 1998

Share consolidation                                         (72,010,996)
Shares issued:
  On exercise of warrants for cash .......................      255,000       216,200
  Private placements for cash ............................    2,446,668       372,600
  Private placement for consulting services ..............      125,000       112,500
  Fair value of shares issued for mineral property .......      170,000       289,200
  Amortization of stock compensation .....................                                           151,612
  Cash received on sale of common shares by related party.                                                             225,448
  Uncollected balance recorded as receivable allowance ...                                                             254,788
                                                            ------------  -----------   --------- ------------- --------------------
                                                            (69,014,328)      990,500                151,612           480,236
                                                            ------------  -----------   --------- ------------- --------------------

Balance as at November 30, 1998 ..........................   10,997,890   $44,074,920   $   --    $     --      $        --
                                                            ============  ===========   ========= ============= ====================

See accompanying notes to the consolidated financial statements.
</TABLE>

<PAGE>
SILVERADO GOLD MINES LTD.                                                   F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1998, 1997 AND 1996
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     These  consolidated  financial  statements for the years ended November 30,
     1998, 1997, and 1996 are prepared in conformity with accounting  principles
     generally accepted in the United States.

(a) Continuing Operations

     During the year ended November 30, 1998, the Company continued to focus its
     efforts on the Nolan  Properties.  It continued its drilling program on the
     Ryan Lode  project,  and funded its  exploration  activities  by generating
     $588,800 in capital through private  placements and the exercise of options
     and  warrants;  $718,977  from sale of  equipment,  and a  $400,000  option
     payment from Placer Dome Inc.

     At November  30,  1998,  the Company had a working  capital  deficiency  of
     $3,223,756  including a $2,000,000  convertible  debenture  which is due on
     July 2, 1999,  subject to prior  redemption or conversion.  The Company did
     not make a  required  interest  payment  of  $80,000  on June 30,  1998 and
     subsequent to year end did not make a required  interest payment of $80,000
     on December 31, 1998.

     In addition,  the Company did not make $342,000 of required  mineral claims
     and option payments for certain of its mineral  properties  during the year
     ended  November  30,  1998 and  therefore  the  Company's  rights  to these
     properties with a carrying value of $947,050 may be adversely affected as a
     result of this non-payment.

     These  financial  statements  have been prepared on a going concern  basis,
     which assumes the  realization of assets and  liquidation of liabilities in
     the normal course of business. The application of the going concern concept
     and the recovery of amounts recorded as mineral  properties and development
     is dependent on the Company's  ability to obtain the continued  forbearance
     of certain creditors, to obtain additional financing to fund its operations
     and acquisition,  exploration and development activities,  the discovery of
     economically  recoverable  ore on its  properties,  and the  attainment  of
     profitable  operations.  Current  uncertainty  with regard to each of these
     matters raises substantial doubt about the Company's ability to continue as
     a  going  concern,   and  the  financial  statements  do  not  include  any
     adjustments that might result from the outcome of this uncertainty.

     The Company plans to continue to raise capital through  private  placements
     and warrant  issues.  The Company also plans to complete a property  option
     agreement for the Ester Dome Gold Project and other properties.  Production
     is set to begin after the winter thaw in May-June  and the Company  expects
     gold sales to supplement financing activities.

(b) Basis of Consolidation

     The  consolidated  financial  statements  include the accounts of Silverado
     Gold Mines Inc., a wholly owned  subsidiary.  All significant  intercompany
     accounts and transactions have been eliminated.

(c) Gold Inventory

     Gold  inventory  is  valued  at the  lower  of  weighted  average  cost and
     estimated net realizable  value.  At November 30, 1998, 1997 and 1996, gold
     inventory is valued at net realizable value. Any write-down of inventory to
     net realizable value is included in mining and processing costs.

(d) Mineral Properties and Development

     The Company  confines its  exploration  activities to areas from which gold
     has previously been produced or to properties  which are contiguous to such
     areas  and  have  demonstrated  mineralization.  Accordingly,  the  Company
     capitalizes  the costs of acquiring  mineral  claims and options until such
     time as the  properties  are placed into  production or abandoned.  At that
     time, costs are amortized or written off.

     Effective  December 1, 1996,  the Company  adopted  Statement  of Financial
     Accounting Standards No. 121 ("FAS 121"), "Accounting for the Impairment of
     Long-Lived  Assets to be  Disposed  Of." On an ongoing  basis,  the Company
     evaluates  each  property  based  on  exploration   results  to  date,  and
     considering facts and circumstances such as operating  results,  cash flows
     and material changes in the business climate, determines whether any of the
     properties  may be impaired.  The carrying  value of a long-lived  asset is
     considered  impaired when the anticipated  undiscounted cash flow from such
     asset is separately  identifiable  and is less than its carrying  value. In
     that event, a loss is recognized  based on the amount by which the carrying
     value exceeds the fair market value of the  long-lived  asset.  Fair market
     value is determined primarily using the anticipated cash flows,  discounted
     at a rate commensurate with the risk involved.  Losses on long-lived assets
     to be  disposed of are  determined  in a similar  manner,  except that fair
     market values are reduced for the cost to dispose. The adoption of
     
<PAGE>                                                                       F-7
                                                                            
     this  accounting  standard did not have a material  effect on the Company's
     consolidated operating results or financial position.

     During 1998,  the Company  evaluated its mineral  properties and recorded a
     writedown of $14,464,054  based on this evaluation.  The writedown  related
     primarily to deferred  exploration and development which was capitalized in
     previous years and reflects a more conservative on-going carrying value.

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

     Amortization of claims and options  relating to properties in production is
     provided during periods of production using the units-of-production  method
     based on an estimated economic life of the ore reserves.

     The Company's  accounting  policy for reclamation  expenses is contained in
     note 9(d).

(e) Buildings, Plant and Equipment

     Buildings, plant and equipment are stated at cost. Depreciation is provided
     on buildings,  plant and equipment using the straight-line  method based on
     estimated lives of 3 to 20 years.

(f) Foreign Currencies

     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.  funds at the rates of
     exchange in effect at the year end.  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 income.

(g) Loss Per Share

     Loss per share has been calculated  based on the weighted average number of
     shares  outstanding  during the year.  During fiscal 1998, the  outstanding
     share capital of the Company was  consolidated on a 1:10 basis.  The effect
     of the share consolidation was given retroactive recognition in all periods
     presented.  The  weighted  average  number of shares  outstanding,  for the
     purpose of loss per share calculations, is as follows:

     Year to November 30, 1998  8,942,186
     Year to November 30, 1997  6,699,956
     Year to November 30, 1996  4,912,029

     Loss per share does not include the effect of the potential  conversions of
     options, warrants, and debentures as their effect would be anti-dilutive.

(h) Revenue Recognition

     Gold sales are recognized when the title passes to the purchaser.

(i) Accounting for Stock Based Compensation

     The Company uses the intrinsic value based method of accounting  prescribed
     by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
     to  Employees"  ("APB  Opinion No. 25") in  accounting  for its stock based
     method, compensation cost is the excess, if any, of the quoted market price
     of the stock at grant date over the amount an employee or director must pay
     to acquire  the stock.  The  Company's  accounting  policy for stock  based
     incentive plans to contract employees and consultants is contained in Notes
     6(d).

(j) Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Significant  areas  requiring  the  use of
     management  estimates relate to the amortization and depreciation  rates of
     mineral  properties and  development  and  buildings,  plant and equipment,
     accrued  remediation  expense and the  recoverability  of capital and other
     assets. Actual results could differ from those estimates.

(k) Financial Instruments

     The  carrying  amounts  reported  in the balance  sheet for cash,  accounts
     receivable,  accounts  payable and  accrued  liabilities  approximate  fair
     values due to the short-term  maturity of these  instruments.  The carrying
     amounts  reported in the balance  sheet for capital lease  obligations  and
     convertible  debenture  approximate  their fair  market  value as they bear
     interest at rates which approximate market rates.
<PAGE>                                                                       F-8
                                                                             
2. MINERAL PROPERTIES AND DEVELOPMENT

(a) Mineral Properties

     Ester    Dome    Properties,     Fairbanks    Mining    District,    Alaska
     ---------------------------------------------------------             These
     properties,which  include the Grant Mine  (Burggraf),  Range  Minerals  #1,
     Range Minerals #2, May/Barelka (St. Paul), and Dobb's properties, make up a
     contiguous  group of claims  covering  24  square  miles.  The  Grant  Mine
     (Burggraf)  property is subject to  payments  of 15% of net  profits  until
     $2,000,000  has been  paid and 3% of net  profits  thererafter.  The  Range
     Minerals #1  property  is subject to  payments of 15% of net profits  until
     $1,500,000  has  been  paid and 2% of net  profits  thereafter.  The  Range
     Minerals #2 property  is subject to annual  payments of $50,000,  2% of net
     smelter  returns  until  $20,000,000  has been paid,  and 5% of net profits
     thereafter.  The May/Barelka  (St.Paul)  property is subject to payments of
     15% of net profits until $2,000,000  (inflation indexed from 1979) has been
     paid and 3% of net profits thereafter. The Dobb's properties are subject to
     payments of 15% of net profits until $1,500,000 has been paid and 3% of the
     net profits thereafter.

     The  Company's  property  holdings  in  this  area  were  expanded  by  the
     acquisition of five additional claims in October 1997, known as the "Alaska
     Gold"  property.  On February 6, 1998 the Company entered into an agreement
     with Placer Dome US Inc.  ("PDUS")  which  provided for PDUS to explore and
     develop the Company's  May/Barelka  and Range Minerals  properties on Ester
     Dome. Under the agreement,  PDUS was to earn a 51.5% interest by performing
     a minimum of $10,000,000  of work on the property and purchasing  4,000,000
     common  shares of the Company with an assigned  value of  $5,450,000 over a
     period of five years.  During fiscal 1998, the Company received $400,000 in
     cash as  consideration  for entering into the agreement and PDUS  performed
     approximately $1,000,000 of work on the property. On November 9, 1998, PDUS
     exercised its option to terminate the agreement with the Company.

     Ryan Lode Property, Fairbanks Mining District, Alaska
     -----------------------------------------------------
     On December 19, 1997,  the Company  entered into an Option  Agreement  with
     LaTeko Resources Ltd. ("LaTeko") granting Silverado the exclusive right and
     option to acquire 100% of the Ryan Lode property, which is situated next to
     the Company's Ester Dome properties  near  Fairbanks,  Alaska,  for a total
     purchase price of $12,000,000.  The Company issued  1,000,000 of its common
     shares  (pre-share  consolidation)  with a fair value of $250,000  based on
     quoted  market values at the time to LaTeko as  consideration  for granting
     the right and option to acquire the mineral property. In March of 1998, the
     Company  terminated its option to purchase the property.  Costs of $227,449
     were  incurred  during  1998 on the  Ryan  Lode  property.  All  previously
     deferred costs were written off during the 1998.

     Marshall Dome Property, Fairbanks Mining District, Alaska
     ---------------------------------------------------------------
     The Company  acquired  this  property in 1995. It covers an area of two and
     one-half  square  miles,   and  is  located  eighteen  miles  northeast  of
     Fairbanks.

     Whiskey Gulch Property, Fairbanks Mining District, Alaska
     ---------------------------------------------------------------
     The Company acquired four claims  collectively  known as "Whiskey Gulch" in
     1996. These claims are located near the Company's Marshall Dome property.

     Chatanika Property, Fairbanks Mining District, Alaska 
     --------------------------------------------------------------
     The Company  originally  staked this  property in 1996.  It consists of 752
     mining claims and 16 prospecting sites covering an area of approximately 52
     square  miles,  located 20 miles  northwest of  Fairbanks.  On November 30,
     1998, the Company chose to relinquish its interest in this property.  Total
     current costs of $124,361 were written off.

     Nolan Properties, Wiseman Mining District, Alaska
     --------------------------------------------------
     These properties,  which include the Nolan Placer,  Nolan Lode,  Thompson's
     Pup,  Dionne  (Mary's  Bench),  and  Smith  Creek  Properties,  make  up  a
     contiguous group of claims,  covering  approximately four square miles. The
     Thompson's  Pup property is subject to payments of 3% of net profits on 80%
     of production.

     Hammond Property, Wiseman Mining District, Alaska 
     --------------------------------------------------
     The Company  acquired  this two square mile  property,  adjoining the Nolan
     Gold Properties, in 1994.

     Eagle Creek Property, Fairbanks Mining District, Alaska 
     --------------------------------------------------------------
     The Company assigned its interest and obligations  related to this property
     to Can-Ex Resources (U.S.), Inc. ("Can-Ex"), a related party and retained a
     15% net profit  interest from  production to a maximum value of $5,000,000.
     Can-Ex was  dissolved in 1997 at which time its assets passed to its parent
     company Kintana Resources Ltd., a related party (see Note 7), which now has
     the obligation for Silverado's net profit interest.
<PAGE>                                                                       F-9

     French Peak Property, Omineca Mining District, British Columbia
     -------------------------------------------------------------------
     Anselmo Holdings,  a related company has 10 percent net profits interest in
     this property, which consists of four mineral claims covering approximately
     one square mile located 40 miles northwest of Smithers, British Columbia.

     Property Commitments
     --------------------
     As at  November  30,  1998,  minimum  aggregate  future  cash  expenditures
     required in the next five years to maintain the properties in good standing
     are as follows:

     Year    Option Payments       Work Commitment        Total
     ----    ---------------       ---------------     --------
     1999    $       140,000       $       151,500     $291,500
     2000             60,000                50,000      110,000
     2001             60,000                50,000      110,000
     2002             60,000                50,000      110,000
     2003             60,000                50,000      110,000

                                                                               
(b) Claims and Options and Deferred Explorations and Development Expenditures

     Cumulative  claims and options and  deferred  exploration  and  development
     expenditures are as follows:

<TABLE>
<CAPTION>

Mineral properties and development 
                                                                                                                            Net Book
                                                                                                                               Value
                                                                                                                         November 30
                           Net book value Nov. 30, 1997                    Year ended November 30, 1998                         1998
                           ----------------------------   -------------------------------------------------------------  -----------
                                                            Mineral
                                 Mineral                     claims   Exploration                                           
                                  claims  Exploration    and option           and                                           
                              and option          and  payments and   development                                        
                                payments  development      accruals  expenditures  Recoveries Amortization   Write-down             
                              ----------  -----------  ------------  ------------  ---------- ------------   ----------          
<S>                           <C>         <C>          <C>            <C>          <C>        <C>          <C>             <C>
Alaska
----------------------------
Ester Dome Gold Project       $  315,425  $ 6,414,730  $     299,200  $   230,172  $(400,000) $      --    $ (6,109,527)   $ 750,000
Ryan Lode Gold Project              --        477,858        250,000      227,449       --           --        (955,307)        --
Marshall Dome                    389,758      180,894           --         28,555       --           --        (249,207)     350,000
Nolan Gold Project               751,268    4,863,815         60,000      588,284       --        (43,264)   (5,870,103)     350,000
Hammond Property                  88,650      312,294         80,000       42,598       --           --        (438,542)      85,000
Eagle Creek Royalty Interest      84,963      140,351         10,000          176       --           --        (235,490)        --
Whiskey Gulch                     50,000      166,469           --         39,791       --           --        (206,260)      50,000
Chatanika                           --        110,524           --         13,837       --           --        (124,361)        --
General Properties                  --           --             --          1,001       --           --          (1,001)        --
                              ----------  -----------   ------------  -----------  ---------- ------------ -------------  ----------
                               1,680,064   12,666,935        699,200    1,171,863   (400,000)     (43,264)  (14,189,798)   1,585,000
British Columbia
----------------------------
French Peak                       20,995      261,110          6,126        1,025       --           --        (274,256)      15,000
                              ----------  -----------   ------------  -----------  ---------- ------------ -------------  ----------
                              $1,701,059  $12,928,045   $    705,326  $ 1,172,888  $(400,000) $   (43,264) $(14,464,054)  $1,600,000
                              ==========  ===========   ============  ===========  ========== ============ =============  ==========
</TABLE>
<PAGE>                                                                      F-10

3. BUILDINGS, PLANT AND EQUIPMENT

     Buildings,  plant and  equipment  primarily  include the mill  facility and
     equipment of the Ester  Dome/Grant  Mine Gold Project and mining  equipment
     and camp facilities at the Nolan Gold Project.

<TABLE>
<CAPTION>
                                                               Accumulated       1998 Net      
                                                     Cost      Depreciation    Book Value     
     <S>                                       <C>            <C>            <C>                        
     Grant Mine Mill Equipment                 $  2,076,780   $   (799,282)  $  1,277,498  
     Nolan Gold Project Mining Equipment             60,757        (24,579)        36,178  
     Mining Equipment                               591,651       (277,917)       313,734    
     Other Equipment, Leasehold Improvements        385,597       (188,105)       197,492  
                                               ------------   -------------  ------------   
                                               $  3,114,785   $ (1,289,883)  $  1,824,902   
                                               ============   =============  ============   

<CAPTION>
                                                                Accumulated      1997 Net      
                                                     Cost      Depreciation    Book Value   
     <S>                                       <C>            <C>            <C>            
     Grant Mine Mill Equipment                 $  2,248,780   $   (613,486)  $  1,635,294   
     Nolan Gold Project Mining Equipment             60,757        (19,553)        41,204 
     Mining Equipment                             1,788,132       (602,160)     1,185,972      
     Other Equipment, Leasehold Improvements        383,730       (150,224)       233,506      
                                               ------------   -------------  ------------  
                                               $  4,481,399   $ (1,385,423)  $  3,095,976  
                                               ============   =============  ============  
</TABLE>

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

     Accounts payable and accrued liabilities consist of:
                                                     1998            1997
                                                    --------        --------
     Accounts payable                               $561,902        $334,812
     Accrued interest                                146,666          66,666
     Accrued reclamation expense (Note 9(d))         196,000         196,000
                                                    --------        --------
                                                    $904,568        $597,478
                                                    ========        ========    

5. CONVERTIBLE DEBENTURE

     In July 1994,  the Company  issued a convertible  callable  debenture  with
     interest  payable at the rate of 8.0% per annum on  December 31 and June 30
     each year.  The debenture is unsecured and is due July 2, 1999,  subject to
     prior redemption or conversion.  The debenture may be converted in whole or
     in part by the holder  into common  shares of the  Company at a  conversion
     price of $18.57  U.S.  per share (the  "Conversion  Price").  In  addition,
     conversion of the debenture may be called by the company  provided that the
     average  trading price of the  Company's  common stock has exceeded 125% of
     the  Conversion  Price for the period of twenty  consecutive  trading days.
     Financing  fees paid related to the  debenture  have been  deferred and are
     being  amortized  on a straight  line basis over the  debenture  term of 60
     months.  The  Company  did not make  required  payments  of $80,000 on June
     30,1998 and  subsequent  to year end on December 31, 1998.  Total  interest
     payable at November 30, 1998,  amounting to $146,666 has been recorded as a
     current liability.

6. SHARE CAPITAL

(a) Common Shares

     By Special  Resolution  passed May 25, 1998, the Company  consolidated  its
     85,512,218  common shares  without par value into  8,551,222  common shares
     without par value, each 10 shares being consolidated into 1 common shares.

     By Special  Resolution  passed May 25,  1998,  the  Company  increased  its
     authorized capital to 100,000,000 common shares without par value.

     By special  resolution  passed on May 21, 1997, the Company  subdivided its
     75,000,000  common shares without par value into  80,769,230  common shares
     without par value, each 13 shares being subdivided into 14 shares.

     The effect of the 1:10 consolidation  during 1998 and the 14:13 share split
     during  fiscal  1997 has been  retroactively  applied to all share  capital
     balances disclosed in this note.

(b) Director's Options

     Directors  options for 48,461  common shares  originally  granted in May of
     1992,  exercisable at Cdn. $3.44 per share and which were to expire June 1,
     1997,  were  extended  during the 1997 fiscal  year to June 1, 2002.  These
     options were outstanding at November 30, 1998, 1997, and 1996.
<PAGE>                                                                      F-11

     In addition, the following director and employee options to purchase common
     shares were granted in accordance with the provisions of the Company's 1994
     Stock Option  Plans.  These options have vested and are  exercisable  for a
     period  of ten years  from the grant  date at the  exercise  prices  stated
     below, being the market price of the underlying shares at the date of grant
     of the options.

     Grant Date            Granted   Exercised  Outstanding   Price
     ----------            -------   ---------  -----------   ------
     December 12, 1994     118,462                  118,462   $ 8.17
     December 12, 1995      10,769                   10,769   $ 4.55
     December 12, 1996      10,769                   10,769   $ 4.92
     September 25, 1997     40,000                   40,000   $ 4.00
     December 12, 1997      10,000                   10,000   $ 2.80
                           -------   ---------- -----------   
     Totals                190,000        --        190,000
                           =======   ========== ===========

     The weighted average remaining  contractual life of the options outstanding
     at November 30, 1998 was 7 years (1997 - 8 years).

     The  Company  accounts  for stock  compensation  arising  from  options  to
     directors  in  accordance  with APB No. 25.  Under both option  plans,  the
     exercise  price  of the  options  is  equal  to  the  market  price  of the
     underlying  shares  on the  date of  grant  of the  options.  Therefore  no
     compensation  cost arises when the options are granted.  If, at the time of
     any alteration to the terms of an option, the market price of the Company's
     shares  exceeds the  exercise  price of the option at that date,  then this
     excess is  credited  to share  capital  and  expensed  over the term of the
     service period.

     Had the  compensation  cost for these options been determined based on fair
     value at the grant dates,  consistent with the requirements of Statement of
     Financial  Accounting  Standards  No.  123,  "Accounting  for  Stock  Based
     Compensation",  the  Company's  net loss and loss  per  share  for  options
     granted in 1997 and 1996 would have been increased to the pro forma amounts
     indicated  below.  The net loss and loss per share for 1998  would not have
     been materially affected for options granted in 1998.

                                                             1997           1996
                                                       ----------     ----------
     Loss for the year:  
          As reported                                  $4,414,772     $4,330,260
          Pro forma                                     4,543,773      4,358,886
          
     Loss per common share:   
          As reported                                       $0.66          $0.88
          Pro forma                                          0.68           0.89


     The estimated  weighted  average fair value of options  granted during 1997
     was  prepared  assuming  a  risk-free  rate of 6%  (1996:6%),  an  expected
     dividend yield of 0% (1996:0%),  an expected  volatility of 57% (1996:57%),
     and a weighted  average  expected  life of nine years  (1996:10years).  The
     estimate was made using the Black-Scholes Pricing Model.

(c) Warrants

     In conjunction with the private  placement of common shares the Company has
     issued and has  outstanding  at November  30,  1998,  the  following  share
     purchase  warrants.  Eash share  purchase  warrant  entitles  the holder to
     acquire one common share of the Company.
                                                                            
<TABLE>
<CAPTION>
     Balance          Issued    Exercised  Canceled  Outstanding    Exercise Expiry
     Nov. 30,1997     in 1998    in 1998   in 1998   Nov. 30,1998   Price     Date
     ------------    ---------  ---------  --------- ------------   -------- ------
<S>  <C>          <C>        <C>        <C>        <C>         <C>      <S>
     215,385                                         215,385   $3.90    Mar99
      38,200                                          38,200    2.00    Sep99
      51,000                                          51,000    2.00    Sep99
      36,000                                          36,000    3.00    Oct99
     100,000                            100,000         --      2.80    Aug99
      60,000                   5,000                  55,000    1.70    Sep99
                  250,000    250,000                    --      1.00    Mar98
                  250,000                            250,000    2.20    Mar00
                  250,000               250,000         --      1.00    Jun98
                  250,000                            250,000    2.20    Mar00
                  200,000                            200,000    0.25    Jun00
                  140,000                            140,000    0.30    Aug00
                  216,667                            216,667    0.18    Sep00
                  533,334                            533,334    0.20    Sep00
                  800,000                            800,000    0.20    Oct00
      -------   ---------    -------    -------    ---------
      500,585   2,890,001    255,000    350,000    2,785,586
      =======   =========    =======    =======    =========
</TABLE>
<PAGE>                                                                      F-12

(d) Contract Employee Options

     From time to time,  the Company  issues  options for the purchase of common
     shares  to  selected  part  time  independent  contract  employees  as sole
     compensation for contracted services. The options are exercisable either at
     the date the options are granted,  or in  increments  over the terms of the
     employment contracts.

     The Company accounts for stock  compensation  arising from these options in
     accordance with Statement of Financial  Standards No. 123,  "Accounting for
     Stock Based Compensation". Under this statement, stock compensation cost to
     contract  employees is measured at the grant date of the stock option based
     on the value of the award and is recognized over the service period.

     The following  contract  employee  stock  options were granted,  exercised,
     canceled and expired  during the years ended  November 30, 1996,  1997, and
     1998 and were outstanding at these dates:


                                                                Weighted Average
                                          Number of shares       Exercise Price
                                          ----------------      ----------------
     Outstanding at November 30, 1995             140,512             $     4.55
        Granted                                 2,136,615             $     3.90
        Exercised                              (1,943,846)            $     3.71
        Expired or canceled                       (23,073)            $     7.15
                                          ----------------      ----------------
     Outstanding at November 30, 1996             310,208             $     5.20
        Granted                                   397,385             $     1.67
        Exercised                                (365,077)            $     1.30
        Expired or canceled                      (279,623)            $     5.29
                                          ----------------      ----------------
     Outstanding at November 30, 1997              62,892             $     4.83
        Granted                                      --               $      --
        Exercised                                    --               $      --
        Expired or canceled                       (46,738)            $     4.54
                                          ----------------      ----------------
     Outstanding at November 30, 1998              16,154             $     5.57
                                          ----------------      ----------------

     The weighted average remaining  contractual life of the options outstanding
     at November 30, 1998 was 7 months (1997: 1 months).

     The estimated  weighted  average fair value of options  granted during 1997
     was  prepared  assuming a  risk-free  rate of 6% (1996:  6%),  an  expected
     volatility of 57% (1996:  57%), an expected dividend yield of 0% (1996: 0%)
     and a weighted  average  expected  life of 3 months (1996:  2 months).  The
     estimate was made using the Black-Scholes Pricing Model.

(e) Other Share Transactions

     The Company  issued the following  common shares for cash by way of private
     placements during the year ended November 30, 1998.


     Issued     Issue     Gross      Less: Fees or        Net Cash 
     in 1998    Price    Proceeds     Commission       received on Issue
    ---------   -----    --------     ----------       -----------------
      400,000    0.20    $ 80,000      $               $          80,000
      280,000    0.25      70,000                                 70,000
      433,334    0.15      65,000                                 65,000
      533,334    0.15      80,000        16,000                   64,000
      800,000    0.15     120,000        26,000                   94,000
    ---------            --------     ----------       -----------------
    2,446,668            $415,000      $ 42,000        $         373,000
    =========            ========     ==========       ================= 

     During  1998,   the  Company   issued  170,000  common  shares  as  partial
     consideration  to  acquire  the Ryan Lode  mineral  property  and the Range
     Minerals #2 mineral  property (note 2). The shares were recorded at a value
     of $289,200,  which is based on the then recent quoted market value, at the
     time.

     In 1997, the Company issued 50,000 common shares with a fair value of $3.40
     per share and agreed to grant  options to purchase  50,000 common shares at
     an exercise price of $2.80 per share  exercisable  until September 5, 1999,
     to Millennium Holdings Group Ltd.  ("Millennium") as partial  consideration
     for a  consulting  agreement of  September  1997.  As at November 30, 1998,
     there are 50,000 (1997:nil) options outstanding.

     In 1997, the Company estimated the fair value of options which were granted
     to Millennium in 1998 using the Black-Scholes  Pricing Model. This estimate
     assumed a risk free rate of 6%, an expected  volatility  of 57%, and a life
     of two years. The cost of this compensation was recognized over the term of
     the contract.
<PAGE>                                                                      F-13

     In 1998,  the Company  issued  125,000  common  shares with a fair value of
     $0.90 per share in exchange for consulting services.

     The Company has reserved  107,692  shares for issuance  upon the  potential
     conversion of a convertible debenture.
                                                                            

7. RELATED PARTY TRANSACTIONS

     The Company has had related party  transactions  with Tri-Con  Mining Ltd.,
     Tri-Con Mining Inc.,  Tri-Con Mining Alaska Inc.  collectively the "Tri-Con
     Mining Group";  and Anselmo Holdings Ltd., all of which are controlled by a
     director of the Company,  and Kintana  Resources Ltd., a company related by
     virtue of common directors.

     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  its  field  work  and to  provide  administrative  and  management
     services.  Under the current contract of January,  1997, work is charged at
     cost plus 15% for operations and cost plus 25 percent for  exploration  and
     development.  Cost  includes  a 15  percent  charge  for  office  overhead.
     Services of the  directors  of the  Tri-Con  Group are charged at a rate of
     Cdn. $75 per hour.  Services of the  directors of the Tri-Con Group who are
     also  Directors of the Company are not charged.  At November 30, 1998,  the
     Company  had  paid  $363,667  (1997:$366,303)  to  the  Tri-Con  Group  for
     exploration, development and administration services to be performed during
     fiscal 1999 on behalf of the Company.

     The  aggregate  amounts  paid to the Tri-Con  Group each year by  category,
     including  amounts relating to the Grant Mine Project and Nolan properties,
     for  disbursements and for services rendered by the Tri-Con Group personnel
     working  on the  Company's  projects,  and  including  interest  charged on
     outstanding balance at the Tri-Con Group's borrowing costs are shown below:
<TABLE>
<CAPTION>

                                                1998          1997         1996
                                             ----------    ----------   ----------
     <S>                                     <C>          <C>           <C>    

     Operations and Field Services           $  192,706   $  277,479    $  715,558
     Exploration and Development Services     1,160,169    2,190,240       596,561
     Administrative and Management Services     321,513      992,646       323,108
                                             ----------    ----------   ----------
                                             $1,674,388    $3,460,365   $1,635,227
                                             ----------    ----------   ----------
     Amount of total  charges in excess  
     of Tri-Con costs incurred               $  248,858    $  395,240   $  163,493
 
     Excess  amount  charged  as a  
     percentage of actual costs incurred          17.5%         12.8%        11.1%

</TABLE>

     During  fiscal 1997,  the Company  advanced  $480,236 to the Tri-Con  Group
     secured by that portion of the 2,119,834 common shares of the Company owned
     by Tri-Con  which is  sufficient  to fully  amortize the advance  given the
     trading price of the stock.

     During  fiscal 1998,  the Tri-Con  Group sold all of the  2,119,934  common
     shares  held in the  Company  for net  proceeds  of  $225,448.  The Company
     received  $225,448  from the Tri-Con  Group as part payment of the $480,236
     advance  receivable at November 30, 1997.  The remaining  unpaid amount was
     written-off as a receivable allowance.

     In 1989, the Company  assigned its interest in and  obligations  related to
     the Eagle Creek property to Can-Ex Resources (U.S.),  Inc., a subsidiary of
     Kintana Resources Ltd., for a net profit interest from production of 15% to
     a maximum of $5,000,000  U.S. In 1997,  Can-Ex was  dissolved,  and at that
     time  the  net-profits  obligation  was  assumed  by  its  parent,  Kintana
     Resources Ltd.

     Anselmo Holdings Ltd. has a right to 10 percent of net profits derived from
     the French Peak Property.
<PAGE>                                                                      F-14

8. INCOME TAXES

     Tax effects of temporary  differences that give rise to deferred tax assets
     at November 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
                                                          1998            1997
                                                      ------------    ------------
     <S>                                              <C>             <C>   
     Net operating loss carry forward                 $ 5,602,000     $  7,219,900
     Valuation allowance                               (4,980,000)      (2,040,000)
                                                      ------------    -------------
     Net deferred tax assets                              622,000        5,179,900

     Deferred tax liability
       Temporary  differences  arising from mineral      (622,000)      (5,179,900)
       properties and building, plant and equipment   ------------    -------------
     Net deferred tax asset                           $     --        $      --    
                                                      ============    =============
</TABLE>
     At November 30, 1998, the Company has the following  losses carried forward
     available to reduce future years' income for U.S. income tax purposes.  The
     tax effect of these losses has not been recorded in the accounts.

     Available  Losses Carried 
      Until        Forward
     ---------  --------------
     1999       $      667,000
     2000            1,235,000
     2001            2,749,000
     2002            1,178,000
     2003            1,504,000
     2004            1,161,000
     2005              742,000
     2006              431,000
     2007              747,000
     2008            2,101,000
     2009            2,011,000
     2010            2,786,000
     2011            1,781,000
     2012            1,596,000
     2013            1,050,000
                --------------
                $   21,739,000
                ==============

     Income tax expense  attributable  to net losses for the year ended November
     30, 1998 was  nil(1997:nil).  The differences  between the total income tax
     benefit from  operations and the income tax from  operations and the income
     tax expense  (benefit)  computed  using the Federal  income tax rate of 34%
     (1997:34%) were as follows:
 <TABLE>
<CAPTION>
                                                           1998         1997         1996
                                                      ------------   -----------  ----------
     <S>                                              <C>            <C>          <C>  
     Computed "expected" tax benefit                  $  (357,000)   $ (542,600)  $(605,500)
     Tax loss expired during the year                   1,974,900       335,600     927,200
     Change in valuation allowance                      2,940,000      (434,600)   (321,700)
     Change in temporary difference during year        (4,557,900)      641,600        -- 
                                                      ------------   -----------  ----------
     Effective tax rate                               $         0%   $        0%  $       0%  
</TABLE>

9. COMMITMENTS AND CONTINGENCIES

(a) Office Lease

     On January 20, 1994, the Company  entered into a lease agreement for office
     premises  for a  term  of 10  years  commencing  April  1,  1994,  with  an
     approximate annual rental of $120,000 (Cdn) including operating costs.

(b) Equipment Leases

     During 1994 and 1995 the Company  entered  into  capital  leases for mining
     equipment with the following future minimum lease payments:

                                                  1998          1997
                                              ------------   -----------
     Total minimum lease payments             $    --        $   98,212
     Less: interest payable                        --            (6,722)
                                              ------------   -----------
                                                   --            91,490
     Less: current portion                         --           (81,749)
                                              ------------   -----------
                                              $    --        $    9,741
                                              ============   ===========

     During the year the Company sold the mining  equipment and repaid the lease
     payments due.
<PAGE>                                                                      F-15

(c) Severance Agreements with Directors

     The  Company  has  entered  into  compensation  agreements  with the  three
     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  directors
     aggregates $4,200,000 (1997:  $4,200,000) plus the amount of annual bonuses
     and other  benefits  that they would have  received in the eighteen  months
     following termination.

(d) Reclamation

     The Company's  operations  are affected by Federal,  state,  provincial and
     local laws and regulations regarding environmental protection.  The Company
     estimates the cost of reclamation  based primarily upon  environmental  and
     regulatory  requirements.  These costs are accrued annually and the accrued
     liability is reduced as reclamation  expenditures are made.  Details of the
     Company's accrued liability at November 30, 1998 and 1997 are as follows:



                                                    1998          1997
                                                 ----------    ----------
     Balance, beginning of year                   $ 196,000     $  70,000
     Cost incurred in year                          (60,575)      (87,480)
     Amount expensed in year                         60,575       213,480
                                                  ----------    ----------
     Balance, end of year                         $ 196,000     $ 196,000
                                                  ==========    ==========


(e) Litigation

     A former  employee of the Tri-Con  Group has initiated a claim against that
     company  for  wrongful  dismissal/breach  of  contract  in  the  amount  of
     $150,000.  The Company  has been named as a  co-defendant  in the suit.  No
     provision for this litigation has been made in these  financial  statements
     as the amount of the loss, if any, is indeterminable at this time.

(f) Uncertainty due to the Year 2000 Issue

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using the year 2000 dates is processed.  In addition,  similar
     problems  may  arise in some  systems  which use  certain  dates in 1999 to
     represent  something  other than a date.  The effect of the Year 2000 Issue
     may be  experienced  before,  on, or after  January  1, 2000,  and,  if not
     addressed,  the impact on operations and financial reporting may range from
     minor errors to significant  systems failure which could affect an entity's
     ability to conduct  normal  business  operations.  It is not possible to be
     certain  that all  aspects of the Year 2000 Issue  affecting  the  Company,
     including  those  related to the efforts of  customers,  suppliers or other
     third parties, will be fully resolved.

10. SUBSEQUENT EVENTS

     (a) On December 23, 1998,  the Company  issued  866,667  units at $0.15 per
     unit by way of a  non-brokered  placement  for gross  proceeds of $130,000.
     Each unit consists of one common share and one share purchase warrant. Each
     share purchase warrant entitles the holder to acquire an additional  common
     share at an exercise price of $0.20 for a two year period.

     (b) On December 12, 1998,  the Company  cancelled all director and employee
     options outstanding at November 30, 1998 and granted 3,500,000 new director
     and  employee  options to purchase  one common share of the Company with an
     exercise price of $0.10 per common share expiring December 1, 2008.

<PAGE>

Item  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
          FINANCIAL DISCLOSURE
------------------------------

     None.


                                    PART III


Item 10. Directors and Executive Officers of the Registrant.
------------------------------------------------------------

(a) (b)  Identification  of Directors  and  Executive  Officers.  The  executive
officers and  directors of the Company are listed  below.  The  directors of the
Company  are  elected  to hold  office  until  the next  annual  meeting  of the
shareholders  and  until  their  respective  successors  have been  elected  and
qualified.  Executive  officers  of the  Company  are  elected  by the  Board of
Directors and hold office until their successors are elected and qualified.

The current executive officers and directors of the Company are:

Name                              Age    Position
----                              ---    --------
Garry L. Anselmo, B.A. (1)         55    Chairman of the Board and Chief
                                          Operating Officer since May 4, 1973;
                                          President and Chief Executive Officer
                                          from May 1, 1979 to November 4, 1994,
                                          and from March 1, 1997 to present.

K. Maxwell Fleming, C.A. (1)  (2)   62   Director since July 24, 1979
James F. Dixon (1)  (2)             51   Director since May 6, 1988
-------------------------------------------------------------------------------
(1)   Members of Silverado's Audit Committee
(2)   Members of Silverado's Compensation Committee

(c) Significant Employees. Not applicable to reporting registrant.

(d) Family  Relationships.  There are no family  relationships  among any of the
Company's officers and/or directors.

(e) Business Experience of Directors and Executive Officers.

     Mr. Anselmo is presently the Chairman of the Board of Directors, President,
Chief  Executive  and  Chief  Financial  Officer  of  Silverado.  He is also the
Chairman,  Chief  Executive  Officer and Chief  Financial  Officer of its wholly
owned subsidiary,  Silverado Gold Mines Inc. He resumed his duties as President,
Chief Executive  Officer,  and Chief Financial  Officer on March 1, 1997,  after
transferring  those duties to J.P. Tangen from November 1, 1994,  until March 1,
1997. Prior to the arrival of Mr. Tangen, he held those duties from May of 1973.
Mr. Anselmo  founded Tri-Con Mining Ltd., a private mining service  company,  in
1968, and is currently a shareholder,  Director, and President of Tri-Con. He is
also Chairman and a Director of Tri-Con's United States operating  subsidiaries,
Tri-Con Mining Inc. and Tri-Con Mining Alaska, Inc.

     Mr.  Fleming is a Director of Silverado and a member of  Silverado's  Audit
Committee.  He serves as a Director of  Silverado  Gold Mines  Inc.,  the wholly
owned subsidiary of Silverado. Mr. Fleming is a Chartered Accountant.

     Mr. Dixon is a Director of the Company and its U.S.  subsidiary.  Mr. Dixon
holds a Bachelor of Commerce  Degree and has been engaged in the practice of law
since  1973.  He is a lawyer  and a  partner  in the law firm of  Shandro  Dixon
Edgson, Barristers and Solicitors, of Vancouver, British Columbia.

(f)  Involvement in Certain Legal  Proceedings.  During the past five years,  no
director  or  executive  officer  of the  Company  has  been  involved  in legal
proceedings of the nature required to be disclosed by this Item.

(g) Promoters and Control Persons. Not applicable to reporting registrant.

Compliance  with  Section  16 of the  Securities  Exchange  Act.  The  Company's
executive  officers  and  directors  are required  under  Section 16 of the U.S.
Securities  Exchange  Act of 1934 to file  reports of  ownership  and changes in
ownership  with the U.S.  Securities  and Exchange  Commission.  Copies of those
reports must also be  furnished to the Company.  Based solely on a review of the
copies of reports furnished to the Company and written  representations  that no
other reports were  required,  the Company  believes that during the fiscal year
ended November 30, 1998 each of its officers and directors  timely complied with
all filing requirements.


<PAGE>

Item 11. Executive Compensation.
--------------------------------

(a) (b) Summary Compensation Table
<TABLE>
<CAPTION>
                                                            
Annual Long Term Compensation and Compensation Awards
-----------------------------------------------------
Name and                                                                     Securities Underlying
Principal Position          Year    $     Salary ($)  Bonus ($)   Other ($)  Options/SAR's (#)       All Other ($)
------------------          ----    -     ----------  ---------   ---------  -----------------       -------------
<S>                         <C>           <C>         <C>         <C>           <C>                  <C>
Garry L. Anselmo (1) (3)    1998    Cdn   $0          $0          $0                                 $0
Chairman, President,        1997    Cdn   $0          $0          $0                                 $0
CEO & CFO                   1996    Cdn   $0          $0          $0            107,692              $0
                            1995    Cdn   $0          $0          $0                                 $0

J.P. Tangen (1) (2)         1997    Cdn   $  87,060   $0          $259,326                           $0
President, CEO & CFO        1996    Cdn   $ 345,768   $0          $0                                 $0
                            1995    US    $  91,244   $0          $0            200,000              $0
                            1995    Cdn   $ 172,884   $0          $0                                 $0
</TABLE>

(1) Mr.  Tangen was elected to serve as the  Company's  President,  CEO, and CFO
from November 1, 1994 until March 1, 1997.  Those  positions have otherwise been
held by Mr. Anselmo.

(2) Mr.  Tangen's  salary was  specified  as $10,000  per month  (U.S.),  or the
Canadian equivalent thereof, net of withholding and other taxes, resulting in an
annual  salary  equal to $120,000  (U.S.) plus taxes due on that net amount.  In
1995 Mr.  Tangen  received a portion of his salary in  Canadian  dollars,  and a
portion  in U.S.  dollars,  which in the  aggregate  summed  to the U.S.  dollar
equivalent of his contractual salary. In 1997 Mr. Tangen received $87,060 (Cdn.)
in salary, and $259,326 (Cdn.) in severance (see also Item 11(h)).

(3) Mr.  Anselmo is employed  and  compensated  by Tri-Con  Mining  Ltd.,  which
provides  management and mining  exploration  and  development  services for the
Company.

(c) (d) Option/SAR  Grants and Exercises and Year End Values.  During the fiscal
year ended  November 30, 1998,  no stock options were granted to or exercised by
any named executive officer.  The following table shows the value of unexercised
options held at fiscal year-end by each names executive officer.


              # Securities    Exercise                 Value of Unexercised
                Underlying      (Base)                 in-the-money
 Executive     Unexercised       Price    Expiration   Options at
  Officer          Options   ($/share)          Date   November 10, 1998
------------  ------------   ---------    -----------  --------------------
G.L. Anselmo       107,692   $    8.17    Dec.11,2004  $               0.00


(e) (f) Long-Term  Incentive Plans and Defined  Benefit Plans.  The Company does
not have any long-term  incentive  plan,  pension plan, or similar  compensatory
plan for its Executive Officers.

(g)  Compensation  of Directors.  Directors of the Company receive no fees on an
annual or per  meeting  basis,  but the  Company  has  periodically  granted  to
directors Options to purchase Common Shares.

(h) Employment Contracts and Termination and Change in Control Arrangements. Mr.
J.P.  Tangen was employed as the  Company's  President,  CEO and CFO  commencing
November  1, 1994,  until  March 1, 1997,  pursuant  to an  employment  contract
providing  for a salary of $10,000 per month  (U.S.),  net of  withholdings  and
other taxes.  Pursuant to this  contract,  Mr.  Tangen was entitled to receive a
termination  payment  equal to one year's  salary as a result of his  employment
being voluntarily terminated on February 28, 1997.

(i) Report on Repricing of Options/SAR's.  During the fiscal year ended November
30,  1997,  the  company  did not amend the terms of any stock  options or SAR's
previously awarded to any of the named executive officers.

<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

(a) (b) Security Ownership of Certain Beneficial Owners and Management.

     The following  table sets forth  information as of December 10, 1998, as to
the beneficial  ownership of shares of the Company's only  outstanding  class of
securities,  its Common Stock:  by each person or group who, to the knowledge of
the  Company  at  that  date,  was a  beneficial  owner  of 5% or  more  of  the
outstanding shares of Common Stock; by all directors;  by each executive officer
required to be named in the summary compensation table; and by all directors and
executive officers as a group. The table does not include information  regarding
shares  of  Common  Stock  held in the  names of  certain  depositories/clearing
agencies as nominee for various brokers and individuals.
<TABLE>
<CAPTION>
                                                    Amount and Nature         Percent of        
Name/Address of Beneficial Owner                    Beneficial Ownership   Outstanding Shares
------------------------------------------------    --------------------   ------------------
<S>                                                       <C>                     <C>  
Garry L. Anselmo (1)                                      107,867                 0.9
K. Maxwell Fleming (2)                                     42,799                 0.4
James F. Dixon (3)                                         64,407                 0.5

All Directors and Executive Officers as a group           215,073                 1.8
(three persons)

Tri-Con Group                                                 168                 0.0
Suite 505, 1111 West Georgia Street,
Vancouver, B.C., V6E 4M3
</TABLE>

(1)  Comprised  of 168  shares  owned by Tri-Con  Mining  Ltd.,  of which  Garry
     Anselmo owns 75%; 107,692 in exercisable  stock options,  and 7 shares held
     directly by Mr. Anselmo.

(2)  Includes directors options for 42,691 shares.

(3)  Includes directors options for 48,076 shares.


Item 13. Certain Relationships and Related Transactions.
--------------------------------------------------------

     The Company has had related party  transactions  with Tri-Con  Mining Ltd.,
     Tri-Con Mining Inc.,  Tri-Con Mining Alaska Inc.  collectively the "Tri-Con
     Mining Group";  and Anselmo Holdings Ltd., all of which are controlled by a
     director of the Company,  and Kintana  Resources Ltd., a company related by
     virtue of common directors.

     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  its  field  work  and to  provide  administrative  and  management
     services.  Under the current contract of January,  1997, work is charged at
     cost plus 15% for operations and cost plus 25 percent for  exploration  and
     development.  Cost  includes  a 15  percent  charge  for  office  overhead.
     Services of the  directors  of the  Tri-Con  Group are charged at a rate of
     Cdn. $75 per hour.  Services of the  directors of the Tri-Con Group who are
     also  Directors of the Company are not charged.  At November 30, 1998,  the
     Company  had  paid  $363,667  (1997:$366,303)  to  the  Tri-Con  Group  for
     exploration, development and administration services to be performed during
     fiscal 1999 on behalf of the Company.

<PAGE>

                                    PART IV

Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  FINANCIAL STATEMENTS

(1)  The following financial statements are included in Part II, Item 8 to this
     report:
          
     Auditors' Report

     Comments by Auditors for U.S. Readers on Canada - U.S. Reporting Conflict

     Consolidated Balance Sheets at November 30, 1998 and 1997
      
     Consolidated Statements of Operations and Accumulated Deficit, years ended
     November 30, 1998, 1997, and 1996

     Consolidated Statements of Cash Flows, years ended November 30, 1998, 1997
     and 1996

     Consolidated Statements of Changes in Share Capital, Capital Surplus, 
     Unamortized Stock Compensation expense and Advances to Related Parties, 
     years ended November 30, 1998, 1997 and 1996

     Notes to Consolidated Financial Statements

(2)  Financial Statement schedules

     No schedules are presented either because the required information is 
     disclosed elsewhere in the financial statements, or the schedules are not
     applicable.

(3)  Exhibits required to be filed are listed in Item 14(c).
 

(b)  REPORTS ON FORM 8-K

     A Form 8-K Current Report dated September 25, 1998 was filed by the Company
     on December 9, 1998, reporting information pursuant to Item 9. No 
     financial statements were filed with this report.

     A Form 8-K Current Report dated October 23, 1998 was filed by the Company
     on December 9, 1998, reporting information pursuant to Item 9. No financial
     statements were filed with this report.

(c)  EXHIBITS

     None.
<PAGE>

                               POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS,  that each person whose signature appears below
hereby   constitutes   and  appoints  Garry  L.  Anselmo  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and restitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments to this annual report on Form 10-K, and to file the same with all
exhibits  thereto and any other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities on the dates indicated:


/s/ Garry L. Anselmo                    May 6, 1999
----------------------------------      -----------
Garry L. Anselmo                        Date
Chairman of the Board of Directors

/s/ James F. Dixon                      May 6, 1999
----------------------------------      -----------
James F. Dixon                          Date
Director

/s/ Stuart McCulloch                    May 6, 1999
----------------------------------      -----------
Stuart McCulloch                        Date
Director




<PAGE>

                                  SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                           SILVERADO GOLD MINES LTD.

Date:  May 6, 1999                         By: /s/ G.L. Anselmo
                                           -------------------------------------
                                           G.L. Anselmo, President, CEO, and CFO