<PAGE>

                               FORM 10-K/A No. 2
                                       
                                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, 1996.

    Commission file number 0-12132
                           -------

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

British Columbia, Canada                        98-0045034
------------------------                        ----------
(State or other jurisdiction of                 (IRS Employer ID No.)
incorporation or organization)

Suite 505, 1111 West Georgia Street              
Vancouver, British Columbia, Canada  V6E 4M3    (604) 689-1535
--------------------------------------------    --------------
(Address of Principal Executive Offices)        (Registrant's telephone number)

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

                                                The Company's Common Stock 
Securities registered pursuant to               trades on the NASDAQ Small Cap 
section 12(g) of the Act:                       Market under the trading 
Common Shares, no par value                     symbol GOLDF    
---------------------------                     -------------------------------

(Title of Class)                                (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 /x/  No / /

Indicate by check mark if the 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. / /

The aggregate market value of voting stock held by non-affiliates on January 
28, 1997 was $25,647,744.

The number of shares outstanding on January 28, 1997 was 58,556,493

Documents incorporated by Reference:   None. 

<PAGE>

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 for the
years indicated:

                                                        November 30,
                                              1996         1995        1994
                                           -----------------------------------
CASH AND CASH EQUIVALENTS                  $1,925,469  $   155,849  $  190,724
OTHER CURRENT ASSETS                        1,054,228      652,574   2,180,299
                                           ----------  -----------  ----------
                                            2,979,697      808,423   2,371,023
                                           ----------  -----------  ----------
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES     (351,154)                (553,931)
LOANS PAYABLE SECURED BY GOLD INVENTORY       (66,511)    (717,792)  -
PAYABLE TO RELATED PARTIES                  -             (176,568)  -
CURRENT PORTION OF MINERAL CLAIMS PAYABLE    (179,000)    (851,610)   (200,000)
CURRENT PORTION OF CAPITAL LEASE OBLIGATION   (64,939)    (330,000)   (169,765)
                                                          (203,203)
                                           ----------  -----------  ----------
                                             (661,604)  (2,279,173)   (923,696)
                                           ----------  -----------  ----------
WORKING CAPITAL (DEFICIENCY)               $2,318,093  $(1,470,750) $1,447,327
                                           ----------  -----------  ----------
                                           ----------  -----------  ----------

The major increase in the Company's working capital from a deficiency of 
$1,470,750 at the end of 1995 to a surplus of $2,318,093 at the end of 1996 
resulted from private placements and the exercise of options.  The Company 
further decreased its liabilities by executing and paying-off lease purchase 
options on several large items of heavy mining equipment.  Subsequent to year 
end the Company's President, J.P. Tangen, relinquished his office to the 
Company's previous President, Garry Anselmo, who assumed those duties on an 
unpaid basis.  This change is part of an overall strategy by the Company to 
reduce its administrative overhead.

The decrease in revenues from gold sales from $3,053,000 in 1995 to $298,000 
in 1996 is attributable to the Company's reduced production schedule from its 
Nolan properties as it focused its primary efforts upon its extensive 
Fairbanks claims in response to the large amount of competitive activity in 
that area.  As part of this process, the Company was able to further develop 
its Ester Dome Project, develop two other properties for potential sale, and 
to acquire, by location, the 53.86 square mile Chatanika property northwest 
of Fairbanks.  Long term liabilities consist of the long term portion of the 
Company's remaining capital lease obligation, and the Company's two-million 
dollar debenture which has a maturity of July 2, 1999, if not sooner 
converted.

The Company intends to continue its efforts to define  ore bodies on  Ester 
Dome so as to bring that property into production as soon as practical, and 
simultaneously, continue its placer operations at Nolan Creek.  The Company 
intends to continue the solicitation of additional capital through either 
equity or debt financing, and may also engage in joint venturing or other 
similar arrangements conducive to accelerating production at Ester Dome.  
There is, however, no commitment by any party to provide such financing at 
this time, nor assurance that such capital will be available on terms 
favorable to the Company. The Company has received  $335,250 subsequent to 
the year end as a result of options to purchase common stock being exercised.

<PAGE>

Management believes the Company has adequate funds to operate for the coming 
fiscal year, and will continue its exploration and development programs as 
additional funds become available.

    OPERATING RESULTS

NOLAN GOLD PROJECT

In November, 1993, the Company commenced production of placer gold from 
frozen bench deposits on the Mary's Bench portion of the Dionne Property.  
Since then, almost 14,000 ounces of gold have been recovered.  Information 
gained during the early mining operations resulted in a management decision 
to engage in the construction of a larger infrastructure including the 
construction of a thirty man camp, a larger machine shop, the acquisition of 
several pieces of earth moving equipment and a more aggressive drilling 
program.  These costs have yet to be fully defrayed by production. The 
Company continued a limited production program  in 1996 during the course of 
reclamation activities, as it focused its primary efforts on expansion, 
exploration, and development of its Fairbanks properties in response to 
increased competitive activity in that area.  The Company  intends to 
continue development of both placer and lode gold deposits at Nolan in 1997.

HAMMOND PROPERTY

In December 1994, the Company entered a lease with option to purchase an 
additional property adjoining the Nolan Gold Project.  This new property has 
a history of gold production and the Company anticipates that it will add to 
the potential for developing additional gold reserves.  The property also has 
lode gold and antimony potential, which the Company intends to further 
explore and define in 1997.

ESTER DOME GOLD PROJECT

The Company has a 100 percent interest in the Ester Dome Gold Project.  The 
Company commenced a number of geophysical surveys in 1995 on gold-bearing 
target areas selected from ACNC's data and Silverado's own previous drill 
results, then expanded this data with an intensive trenching and drilling 
program in 1996.  To date, the Company has identified gold mineralization 
over a length of 2,500 feet, widths up to 300 feet, and to a depth of 600  
feet with grades up to 3.5 ounces per ton.  The Company intends to further 
define this ore body so as to be able to bring it into production as soon as 
practical.

MARSHALL DOME GOLD PROJECT

 The Marshall Dome Gold Project was acquired by the Company in 1995.  It 
covers an area of two and one-half square miles, and is located eighteen 
miles northeast of Fairbanks.  On November 1, 1996, the Company entered into 
an agreement in principle to vend this property  to Homestake Mining Company 
in return for annual cash payments, annual expenditures on the property, and 
the payment of a Net Smelter Return to the Company in the event of the sale 
of gold or other valuable minerals; but that agreement in principle has not 
yet been consummated.

WHISKEY GULCH PROPERTY

This property, acquired by the Company in 1996 to further enhance the 
desirability of its previously acquired Marshall Dome Property, above, is 
part of the unconsummated agreement in principle with Homestake Mining.

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 

<PAGE>

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 all 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 $70,000 for further reclamation on the Nolan
Gold Project.  Additional remediation work takes place during the normal course
of mining.  In the event of closure or abandonment, the additional cost of 
reclamation would not be material.  The Company posted bond of $1,500 in 
January, 1995 with the ALASKA STATEWIDE BOND POOL to cover this event.

With regard to the Ester Dome Gold Project, in the case of closure or
abandonment, the Company estimates that any reclamation costs, net of recovery,
would be immaterial.

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, and such 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.

OTHER EXPENSES
                                  YEARS ENDED NOVEMBER 30,

                             1996           1995          1994
                        --------------------------------------------
     OTHER EXPENSES       $4,077,978     $2,074,626     $2,286,068
   
The Company's total other expenses increased in 1996 as a direct result of 
the increase in employment contract expenses (see Note 6(d)) which are in 
part accrued, and related to a number of agreements for services in specialized
marketing and investor relations fields. Depreciation increased as a function 
of re-instituting depreciation on the company's Grant Mine assets.  Depreciation
on those assets was suspended during the time they were inoperative, as no 
"wear and tear" was occurring and due to the fact that the carrying value 
exceeded the salvage value, they were only being carried on the books at 45% 
of their total cost, the remaining 55% having been contributed and paid for 
by a former joint-venture partner.  Management salaries increased reflecting 
the effect of a full twelve month's salary for the company's new president, 
and management services from related party (Tri-Con) increased as a function 
of the increased level of work undertaken by Tri-Con on 
    
<PAGE>
   
behalf of Silverado.  Other interest and bank charges decreased substantially 
as the company paid off several obligations on large pieces of mining 
equipment.  Interest on long term debt represents the semi-annual 
installments on the Company's $2,000,000 convertible debenture.
    
As with most companies involved in the mining industry, the price of the 
Company's product (mainly gold) has a significant impact upon the Company's 
profitability.  Similarly the Company's costs, as reflected in labor and 
materials are also affected by inflation.  During the fiscal year ended 
November 30, 1996, the price of gold remained fairly stable, as did the rate 
of inflation and, thus, neither item significantly affected the Company's 
performance.

NEW ACCOUNTING STANDARDS

Statement of Financial Accountings Standards No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS TO BE DISPOSED OF  (SFAS 121) was issued in
March, 1995, by the Financial Accounting Standards Board.  It requires that
long-lived assets and certain identifiable intangibles to be held and used by an
entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.  SFAS 121
is required to be adopted for fiscal years beginning after December 15, 1995. 
Management believes this statement will not have a material effect upon the
carrying value of the Company's assets.

Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION (SFAS 123), was issued by the Financial Accounting Standards Board
in October, 1995.  SFAS 123 establishes financial accounting and reporting
standards for stock-based employee compensation plans.  This statement defines a
fair value based method of accounting for employee stock option or similar
equity instruments, and encourages all entities to adopt that method of
accounting for all of their employee stock compensation plans.  However, it also
allows an entity to continue to measure compensation cost for those plans using
the intrinsic value based method of accounting prescribed by APB Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES.  Entities electing to remain with the
accounting in Opinion 25 must make proforma disclosures of net income and, if
presented, earnings per share, as if the fair value based method of accounting
defined by SFAS 123 had been applied.  SFAS 123 is applicable to fiscal years
beginning after December 15, 1995.  The Company currently accounts for its
equity instruments using the accounting prescribed by Opinion 25.   The Company
does not currently expect to adopt the accounting prescribed by SFAS 123;
however, the Company will include the disclosures required by SFAS 123 in future
consolidated financial statements. 

<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 MINES LTD.


BY:  /s/ G.L. Anselmo                  November 10, 1997
----------------------------------     ------------------------------------
G.L. Anselmo, Chairman
Chief Financial Officer      
    
<PAGE>

                                                                           F-1
KPMG
Chartered Accountants
Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3  Canada


                                   AUDITORS' REPORT

To the Shareholders of Silverado Mines Ltd.

We have audited the  consolidated  balance sheets of Silverado  Mines Ltd. as at
November 30, 1996 and 1995, and the consolidated statements of operations and
accumulated deficit, cash flows and changes in share capital and capital surplus
for each of the years in the three year period ended November 30, 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. 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, 
1996 and 1995, and the results of its operations and the changes in its 
financial position for each of the years in the three year period ended 
November 30, 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.

KPMG

Chartered Accountants
Vancouver, Canada
January 17, 1997


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

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 the uncertainty of the Company's ability to continue
as a going concern, as discussed in Note 1(a). Our report to the shareholders
dated January 17, 1997 is expressed in accordance with Canadian reporting
standards which do not permit a reference to such uncertainty in the auditors'
report when the uncertainty is adequately disclosed in the financial statements
and accompanying notes.

KPMG

Chartered Accountants
Vancouver, Canada
January 17, 1997

<PAGE>

SILVERADO MINES LTD.                                                       F-2
CONSOLIDATED BALANCE SHEETS
EXPRESSED IN U.S. DOLLARS

-------------------------------------------------------------------------------
Years Ended November 30                                   1996         1995
-------------------------------------------------------------------------------

Assets
Current Assets
  Cash and cash equivalents                         $  1,925,469  $    155,849
  Gold inventory                                         213,004       389,119
  Accounts receivable                                     11,265         1,010
  Prepaid expenses to related parties                    479,959        31,676
  Deferred employment contract expense                   350,000       230,769
                                                    --------------------------
                                                       2,979,697       808,423

Mineral Properties and Development (Note 2)
  Claims and options                                   2,327,025     1,755,811
  Deferred exploration and development expenditures   11,286,816    10,084,116
                                                    --------------------------
                                                      13,613,841    11,839,927
  Less accumulated amortization                       (1,384,338)   (1,260,834)
                                                    --------------------------
                                                      12,229,503    10,579,093

Building, Plant and Equipment (Note 3)                 4,423,428     4,250,714 
  Less accumulated depreciation                         (920,246)     (444,364)
                                                    --------------------------
                                                       3,503,182     3,806,350 

Deferred Financing Fees 
(net of amortization of $87,038: 1995 - $49,838)          98,962       136,162
                                                    --------------------------
                                                    $ 18,811,344  $ 15,330,028
                                                    --------------------------
                                                    --------------------------
Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable and accrued liabilities 
   (Note 4)                                         $    351,154  $    717,792
  Loans payable secured by gold inventory                 66,511       176,568
  Current portion of mineral claims payable 
   (Note 2a)                                             179,000       330,000
  Capital lease obligations - current (Note 9b)           64,939       203,203
  Payable to related parties                                   -       851,610
                                                    --------------------------
                                                         661,604     2,279,173

Long Term Liabilities
  Mineral claims payable (Note 2a)                             -       200,000
  Capital lease obligations (Note 9b)                     92,214       194,569
  Convertible debenture (Note 5)                       2,000,000     2,000,000
                                                    --------------------------
                                                       2,092,214     2,394,569

Shareholders' Equity
  Share capital (Note 6)
  Authorized: 75,000,000 common shares
  Issued and outstanding: 
      November 30, 1996 - 56,406,493 shares           38,553,063    28,775,211
      November 30, 1995 - 37,431,493 shares
  Capital surplus                                              -        46,352
  Deficit                                            (22,495,537)  (18,165,277)
                                                    --------------------------
                                                      16,057,526    10,656,286 
                                                    --------------------------
                                                    $ 18,811,344  $ 15,330,028
                                                    --------------------------
                                                    --------------------------


See accompanying notes to consolidated financial statements

<PAGE>

SILVERADO MINES LTD.                                                       F-3
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
EXPRESSED IN U.S. DOLLARS

<TABLE>
-------------------------------------------------------------------------------------------------- 
Years Ended November 30                                     1996           1995          1994 
-------------------------------------------------------------------------------------------------- 
<S>                                                    <C>            <C>           <C>
Revenue from gold sales                                $    298,124   $  3,053,289   $  1,515,762 

Operating costs
  Mining and processing costs                               366,249      4,515,138      1,861,728 
  Amortization of property and development costs            123,504        431,384        418,336 
  Reclamation expense                                        31,993         29,397         70,000 
  Production related depreciation expense                    28,660         97,300              - 
                                                       ------------------------------------------  
                                                            550,406      5,073,219      2,350,064 
                                                       ------------------------------------------  
Loss from Operations                                       (252,282)    (2,019,930)      (834,302)

Other Expenses
  Accounting and audit                                       69,331         62,891        110,312  
  Amortization of deferred financing fees                    37,200         37,200         12,638 
  Corporate capital taxes                                    (5,967)        32,014              - 
  Depreciation                                              447,222         86,346         16,556 
  Employment contract expense (Note 6)                    1,910,060        223,273        604,090 
  Financing activities                                       35,159         18,900         88,551 
  General exploration                                        13,980              -              - 
  Interest on long term debt                                160,000        160,000         57,425 
  Legal                                                      35,733        114,294        193,027 
  Loss on disposal of buildings, plant and equipment              -              -        222,188 
  Loss (gain) on foreign exchange                            (5,298)        (5,332)          (349) 
  Management salaries                                       263,000        184,349              - 
  Management services from related party                    323,108        190,009         61,785 
  Office expenses                                           262,333        387,498        149,771 
  Other interest and bank charges (net)                       4,908         82,928         41,525 
  Printing and publicity                                    371,281        410,195        391,318 
  Reporting and investor relations                           26,833         24,447        190,623 
  Transfer agent fees and mailing expenses                  129,095         65,614        146,608 
                                                       ------------------------------------------  
                                                          4,077,978      2,074,626      2,286,068 

Loss for the year                                        (4,330,260)    (4,094,556)    (3,120,370)

Accumulated deficit at beginning of year                (18,165,277)   (14,070,721)   (10,950,351) 
                                                       ------------------------------------------  
Accumulated deficit at end of year                     $(22,495,537)  $(18,165,277)  $(14,070,721) 
                                                       ------------------------------------------  
                                                       ------------------------------------------  
Loss per share (Note1(h))                              $      (0.09)  $      (0.11)  $      (0.09) 
                                                       ------------------------------------------  
                                                       ------------------------------------------  
</TABLE>


See accompanying notes to consolidated financial statements

<PAGE>

SILVERADO MINES LTD.                                                        F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS
EXPRESSED IN U.S. DOLLARS
   
<TABLE>
--------------------------------------------------------------------------------------------------------------
Years Ended November 30                                                 1996            1995            1994 
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>              <C>
CASH PROVIDED BY (USED FOR):

Operations:
  Loss for the period                                               $(4,330,260)  $  (4,094,556)   $(3,120,370)
  Items not involving cash:
    Employment contract expense                                       1,910,060         223,273        597,689 
    Depreciation                                                        475,882         183,646         16,556 
    Amortization of deferred financing fees                              37,200          37,200         12,638 
    Loss on disposal of buildings, plant and equipment                        -               -        222,188 
    Amortization of property and development costs                      123,504         431,384        418,336 
  Changes in non-cash operating working capital:
    Increase in accounts receivable                                     (10,255)         (1,010)             - 
    Decrease (increase) in gold inventory                               176,115       1,638,670     (1,582,189)
    Increase in deferred employment contract expense                   (119,231)       (230,769)             -
    Decrease (increase) in prepaid expenses to related parties         (448,283)        120,835         67,489 
    Increase (decrease) in accounts payable and accrued liabilities    (155,198)        513,257        (16,207)
                                                                    ------------------------------------------
                                                                     (2,340,466)     (1,178,070)    (3,383,870)

Financing:
  Shares issued for cash                                              7,610,000       1,104,600        199,050 
  Proceeds on issue of  convertible debenture                                 -               -      2,000,000 
  Financing fees                                                              -               -       (186,000)
  Increase (decrease) in loans payable secured by gold inventory       (110,057)        176,568              - 
  Increase (decrease) in payable to related parties                    (851,610)        851,610        (47,434)
  Decrease in mineral claims payable                                   (351,000)        (70,000)             - 
  Increase (decrease) in capital lease obligation                      (240,619)         85,072              - 
                                                                    ------------------------------------------
                                                                      6,056,714       2,147,850      1,965,616 

Investments:
  Mineral claims and options                                           (571,214)        (32,900)      (474,504)
  Deferred exploration and development expenditures                  (1,202,700)       (617,118)    (1,603,382)
  Purchases of equipment                                               (172,714)       (354,637)    (1,039,318)
                                                                    ------------------------------------------
                                                                     (1,946,628)     (1,004,655)    (3,117,204)


Increase (decrease) in cash and cash equivalents                      1,769,620         (34,875)    (4,535,458)
Cash and cash equivalents at beginning of year                          155,849         190,724      4,726,182 
                                                                    ------------------------------------------

Cash and cash equivalents at end of the year                        $ 1,925,469     $   155,849    $   190,724 
                                                                    ------------------------------------------
                                                                    ------------------------------------------

Supplemental cash flow information
  Interest paid                                                     $   242,562     $   233,942    $    39,776 
                                                                    ------------------------------------------
                                                                    ------------------------------------------

  Issue of shares for purchase of mineral property, a non-cash 
    financing and investing activity                                $         -     $    43,750    $    12,500 
                                                                    ------------------------------------------
                                                                    ------------------------------------------
</TABLE>
    
See accompanying notes to consolidated financial statements

<PAGE>

SILVERADO MINES LTD.                                                        F-5
CONSOLIDATED STATEMENTS OF CHANGES IN SHARE CAPITAL
AND CAPITAL SURPLUS
(EXPRESSED IN U.S. DOLLARS)

Years ended November 30, 1996, 1995, and 1994

<TABLE>
                                                  Number of       Share       Capital 
                                                   shares        Capital      Surplus 
                                                 ----------    -----------    -------
<S>                                              <C>           <C>            <C>
Balance as at November 30, 1993                   33,946,243   $25,899,869    $46,352 
                                                 ----------    -----------    -------

Year ended November 30, 1994

  Shares issued:
   Private placement for cash                       700,000        654,150 
   On exercise of share options:                    331,750
   for cash                                                        199,050 
   for employment contract services                                288,622 
   For mineral property                              50,000         12,500 
                                                 ----------    -----------    -------
                                                  1,081,750      1,154,322          - 

                                                 ----------    -----------    -------
Balance as at November 30, 1994                  35,027,993     27,054,191     46,352 
                                                 ----------    -----------    -------

Year ended November 30, 1995

  Shares issued:
   On exercise of share options:                  2,303,500
   for cash                                                      1,104,600 
   for employment contract services                                572,670 
   For mineral property                             100,000         43,750 
                                                 ----------    -----------    -------
                                                  2,403,500      1,721,020          - 

                                                 ----------    -----------    -------
  Balance as at November 30, 1995                37,431,493     28,775,211     46,352
                                                 ----------    -----------    -------

Year ended November 30, 1996

  Shares issued:
   On exercise of share options:                 18,050,000
   for cash                                                      7,180,000 
   for employment contract services  (Note 6 (d))                2,121,500          
   Private placement for cash                       925,000        430,000 
   Capital surplus reallocated                                      46,352    (46,352)
                                                 ----------    -----------    -------
                                                 18,975,000      9,777,852    (46,352)

                                                 ----------    -----------    -------
  Balance as at November 30, 1996                56,406,493    $38,553,063    $     0
                                                 ----------    -----------    -------
                                                 ----------    -----------    -------
</TABLE>

<PAGE>
                                       
                RECONCILIATION OF THE SHARE CAPITAL AMOUNTS FOR 
                      EMPLOYMENT CONTRACT SERVICE AMOUNT
                TO THE STATEMENT OF OPERATIONS' EXPENSE AMOUNT

<TABLE>
                                                     1994         1995          1996
<S>                                               <C>           <C>          <C>
FROM THE STATEMENT OF OPERATIONS
--------------------------------
Employment contract expense                       597,689.00    223,273.00   1,910,060.00 
(1994 amount from cash flow statement)

FROM THE SHARE CAPITAL STATEMENT
--------------------------------
On exercise of share options:
for employment contract services                  288,622.00    572,670.00   2,121,500.00 

FROM THE BALANCE SHEET
----------------------
Deferred contract services (or change in)                  0    230,769.00     119,231.00 
(1996 = 350,000-230,769=119,231)
                                                  ---------------------------------------
             Difference                           309,067.00   (118,628.00)    (92,209.00)


Balance of Accrued Employment Contract service    309,067.00    190,440.00      98,231.00 
                                                  ---------------------------------------
Difference from prior year                                 0   (118,627.00)    (92,209.00)
                                                  ---------------------------------------
</TABLE>








                                       
                                    Page 1
<PAGE>

-------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                   F-6
NOTES TO CONSOLIDATES FINANCIAL STATEMENTS
(EXPRESSES IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
-------------------------------------------------------------------------------

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         These consolidated financial statements for the years ended November
         30, 1996, 1995 and 1994 are prepared in conformity with accounting
         principles generally accepted in the United States.

    (a)  CONTINUING OPERATIONS
         During the year ended November 30, 1996, the Company focused its
         activities on the Fairbanks area, explored and drilled several sites
         on its Ester Dome property, acquired two new properties, and continued
         production, on a limited basis, on other claims.  The Company
         generated $7,610,000 in additional capital through a private placement
         and the exercise of options, thereby addressing its previous working
         capital deficiency of $1,470,750.  At November 30, 1996, the Company
         had $2,979,697 in current assets, primarily cash, which management
         believes will permit it to continue its present operations for the
         next fiscal year.  The ability of the Company to continue operations
         and recover amounts recorded as mineral properties, development, and
         buildings, plant and equipment is dependent on obtaining additional
         capital to fund its liabilities as they come due and to fund its
         operations, and exploration and development activities, the discovery
         of recoverable ore on its properties, and the attainment of profitable
         commercial operations.
    
    (b)  FUNCTIONAL CURRENCY
         The Company's reporting currency, and currency of measurement, is the
         U.S. dollar.

    (c)  BASIS OF CONSOLIDATION
         The consolidated financial statements include the accounts of
         Silverado Mines (U.S.), Inc., a wholly owned subsidiary.  All
         significant intercompany accounts and transactions have been
         eliminated.

    (d)  GOLD INVENTORY
         Gold Inventory is valued at the lower of weighted average cost and
         estimated net realizable value.    At November 30, 1996 and 1995, gold
         inventory is valued at net realizable value.  Any write-down of
         inventory to net realizable value is included in mining and processing
         costs.

    (e)  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 costs of acquiring, exploring and
         developing 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.  On an on-going basis, the Company
         evaluates each property based on results to date to determine the
         nature of exploration work that is warranted in the future.  If there
         is little prospect of further work on a property being carried out,
         the deferred costs related to that property are written down to the
         estimated amount recoverable.  The "estimated amount recoverable" is
         based on the future cash flows expected to result from production from
         the property and its eventual disposition.

         The amounts shown for mineral properties and development 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.

<PAGE>

-------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                   F-7
NOTES TO CONSOLIDATES FINANCIAL STATEMENTS
(EXPRESSES IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
-------------------------------------------------------------------------------

         Amortization of the deferred exploration and development costs of
         properties in production is provided during periods of production
         using the straight-line method based on an estimated economic life of
         the ore reserves.

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

    (f)  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 an estimated life of 3 to 20 years.  The Company
         anticipates reactivating the grant mine, and as a result, has started
         to again depreciate the assets accordingly.

    (g)  FOREIGN CURRENCIES
         Monetary assets and liabilities denominated in foreign currencies are
         translated into U.S. funds at the rate of exchange in effect at the
         year end.  Revenue and expense transactions are translated at the
         average rates in effect during the year except depreciation of plant
         and equipment and amortization of mineral properties and development
         which are translated at historical rates.  Foreign exchange gains and
         losses are included in the determination of income.

    (h)  LOSS PER SHARE
         Loss per share has been calculated based on the weighted average
         number of shares outstanding during the year.  Loss per share does not
         include the effect of the potential conversions as their effect would
         be anti-dilutive.  The weighted average number of shares outstanding
         is as follows:

              Year to November 30, 1996     45,611,698
              Year to November 30, 1995     35,678,501
              Year to November 30, 1994     34,756,800

    (i)  REVENUE RECOGNITION
         Gold sales are recognized when title passes to the purchaser.
   
    (j)  NEW ACCOUNTING STANDARDS
         Statement of Financial Accountings Standards No. 121, ACCOUNTING FOR
         THE IMPAIRMENT OF LONG-LIVED ASSETS TO BE DISPOSED OF (SFAS 121) was
         issued in March, 1995, by the Financial Accounting Standards Board. It
         requires that long-lived assets and CERTAIN identifiable intangibles
         to be held and USED BY an entity be REVIEWED for impairment whenever
         events or changes in circumstances indicate that the carrying amount
         of an asset may not be recoverable. SFAS 121 is required to be adopted
         for fiscal years beginning after December 15, 1995. Management
         believes this statement will not have a material effect upon the
         carrying value of the Company's assets. 
    
         Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR 
         STOCK-BASED COMPENSATION (SFAS 123), was issued by the Financial 
         Accounting Standards Board in October, 1995. SFAS 123 establishes 
         financial accounting and reporting standards for stock-based employee 
         compensation plans. This statement defines a fair value based method 
         of accounting for employee 
<PAGE>
--------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                  F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995, AND 1994
--------------------------------------------------------------------------------

         stock option or similar equity instruments, and encourages all entities
         to adopt that method of accounting for all of their employee stock
         compensation plans. However, it also allows an entity to continue to
         measure compensation cost for those plans using the intrinsic value
         based method of accounting prescribed by APB OPINION NO. 25,
         ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES.  Entities electing to remain
         with the accounting in Opinion 25 must make proforma disclosures of
         net income and, if presented, earnings per share, as if the fair value
         based method of accounting defined by SFAS 123 had been applied. 
         SFAS 123 is applicable to fiscal years beginning after December 15,
         1995. The Company currently accounts for its equity instruments using
         the accounting prescribed by Opinion No. 25. The company does not
         currently expect to adopt the accounting prescribed by SFAS 123;
         However, the Company will include the disclosures required by SFAS 123
         in future consolidated financial statements.

2.  MINERAL PROPERTIES AND DEVELOPMENT

    a.   Mineral Properties

         ESTER DOME PROPERTIES, FAIRBANKS MINING DISTRICT, ALASKA
         --------------------------------------------------------
         These properties, which include the Grant Mine, Range Minerals #1,
         Range Minerals #2, St. Paul / Barelka, and Dobb's properties, make up
         a contiguous group of claims.

         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 very near the Company's Marshall
         Dome property.

         CHATANIKA PROPERTY, FAIRBANKS MINING DISTRICT, ALASKA
         -----------------------------------------------------
         The Company staked 774 mining claims and 24 prospecting sites in 1996.
         This property covers an area of 53.86 square miles, and is located
         approximately 20 miles northwest of Fairbanks.  

         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.

         HAMMOND PROPERTY, WISEMAN MINING DISTRICT, ALASKA
         -------------------------------------------------
         The Company acquired this 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
         company (see Note 8), and retained a 15 percent net profit interest
         from production to a maximum of $5,000,000.

         FRENCH PEAK PROPERTY, OMINECA MINING DISTRICT, BRITISH COLUMBIA
         ---------------------------------------------------------------
         Anselmo Holdings Ltd., a related company, has a 10 percent net profits
         interest in the property.

<PAGE>
--------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                  F-9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995, AND 1994
--------------------------------------------------------------------------------

    PROPERTY COMMITMENTS
    --------------------
    Minimum aggregate future expenditures required in the next five years to
    maintain the properties in good standing are as follows:

                       YEAR           COMMITMENT
                       ----           ----------
                   ----------------------------------
                       1997            $393,920
                       1998             423,920
                       1999             363,920
                       2000             213,220
                       2001             268,240
                   ----------------------------------


    The Company is also required to pay $179,000 in 1997 with respect to the
    Dionne (Mary's Bench) property.  This amount is not at the discretion of
    the Company, and accordingly, has been recorded as a liability in these
    financial statements.

(b) CLAIMS AND OPTIONS AND DEFERRED EXPLORATION AND DEVELOPMENT EXPENDITURES

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

<TABLE>
                                 Net Book Value      1996          1996        Net Book Value
    ALASKA                       Nov. 30, 1995   Expenditures   Amortization   Nov. 30, 1996
    ------                       -------------   ------------   ------------   -------------- 
    <S>                          <C>             <C>            <C>            <C>
    Ester Dome Gold Project       $ 4,573,782      $  595,426      $       -     $ 5,169,208
    Marshall Dome                     138,531          40,497              -         179,028
    Nolan Gold Project              4,118,636         508,055        (36,500)      4,590,191
    Hammond Property                  253,808          17,048              -         270,856
    Eagle Creek Royalty Interest      126,320           7,027              -         133,347
    Whiskey Gulch                           -          21,791              -          21,791
    Chatanika                               -          12,861              -          12,861

    BRITISH COLUMBIA
    ----------------

    French Peak                       261,110               -              -         261,110 
                                  ---------------------------------------------------------- 
                                    9,472,187       1,202,705        (36,500)     10,638,392 
                                  ---------------------------------------------------------- 
    PLUS:

    Cumulative net mineral
     claims and option payments     1,106,906         571,209        (87,004)      1,591,111
                                  ---------------------------------------------------------- 
                                  $10,579,093      $1,773,914      $(123,504)    $12,229,503
                                  ---------------------------------------------------------- 
                                  ---------------------------------------------------------- 
</TABLE>

<PAGE>

-------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                  F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
-------------------------------------------------------------------------------

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>
                                                                         1996         1995
                                             Cost      Accumulated     Net Book     Net Book
                                                       Depreciation      Value        Value
         -------------------------------------------------------------------------------------
<S>                                       <C>          <C>            <C>           <C>
         Grant Mine Mill Equipment        $2,215,680    $(377,754)    $1,837,926    $2,019,700
         Nolan Gold Project Mining Equip      60,757      (14,483)        46,274        43,013
         Mining Equipment                  1,768,612     (419,837)     1,348,775     1,444,127
         Other Equip, Leasehold Improv       378,381     (108,174)       270,207       299,510
                                          ----------------------------------------------------
         Totals:                          $4,423,430    $(920,248)    $3,503,182    $3,806,350
                                          ----------------------------------------------------
                                          ----------------------------------------------------
</TABLE>

4.    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of:

                                                        1996        1995
                                                      ---------------------
         Accounts payable                             $118,858     $360,941
         Accrued interest                               64,065       66,411
         Accrued employment contract expense            98,231      190,440
         Accrued reclamation expense                    70,000      100,000
                                                      ---------------------
                                                      $351,154     $717,792
                                                      ---------------------
                                                      ---------------------

5.    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 $2.00 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 20 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 fair value of
         the debenture is not significantly different than the carrying value.

<PAGE>

-------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                  F-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
-------------------------------------------------------------------------------

6.   SHARE CAPITAL

(a)  COMMON SHARES

     Authorized: 75,000,000 (1995: 50,000,000) common shares, without par value.

(b)  DIRECTORS' OPTIONS

     Directors' options for 450,000 shares exercisable at Cdn. $0.37 per share
     and which expire June 1, 1997, were outstanding at November 30, 1996, 1995
     and 1994.  During the year ended November 30, 1995, the Company authorized
     the issuance of options to directors and officers to acquire 1,300,000
     shares at $0.88 (U.S.) per share exercisable until August 14, 2004.

(c)  WARRANTS

     In conjunction with a private placement of 600,000 shares, the Company has
     offered a warrant for 600,000 shares at $0.60 per share exercisable until
     March 6, 1998, and a warrant for 600,000 shares at $0.70 per share
     exercisable until September 6, 1999.

         WARRANTS:

<TABLE>
                                                                                             Amount
                                                                        Cash     Market    credited to
     Balance     Issued    Exercised  Canceled   Balance    Exercise  Received   Price    Share capital  Exp
    Nov 30, 95   in 1996    in 1996    in 1996  Nov 30, 96    Price   on Issue  on issue   on issuance   date
    ----------  ---------  ---------  --------  ----------  --------  --------  --------  -------------  ----
<S>             <C>        <C>        <C>       <C>         <C>       <C>       <C>       <C>            <C>
        -         600,000      -          -       600,000     $0.60       -       $0.63         -        3/98
        -         600,000      -          -       600,000     $0.70       -       $0.63         -        9/99
    ------------------------------------------------------            --------            -------------------
        -       1,200,000      -          -     1,200,000                 -                     -
                ---------                       ---------
</TABLE>
   
(d)  EMPLOYEE OPTIONS AND OTHER SHARE TRANSACTIONS
     From time to time, the Company issues options for the purchase of common
     shares to selected part time independent contractors 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 APB 25.  If the market price of the Company's shares
     exceed the exercise price of the options at the date the options are
     granted, then this excess is accrued and expensed as contracted services
     over the term of the employment contracts on a straight line basis.  When
     the options are exercised, share capital is credited based on the market
     price at the date the options were granted.

<PAGE>

-------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                  F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
-------------------------------------------------------------------------------
                                       
                   EMPLOYEE OPTIONS AND SHARE TRANSACTIONS:

<TABLE>
                                                                                           Amount
                                                                     Cash      Market    Credited to
 Balance    Granted   Exercised   Canceled   Balance    Exercise   Received    Price    Share Capital    Exp
Nov 30, 95  in 1996    in 1996    in 1996   Nov 30, 96   Price     on Issue   on Issue   on Issuance     Date
----------  -------   ---------   --------  ----------  --------  ----------  --------   ------------    ----
<S>         <C>       <C>         <C>       <C>         <C>       <C>         <C>       <C>              <C>
  800,000       -       800,000      -           -       $0.30    $  240,000   $0.50     $  400,000       n/a
  214,750       -          -      104,250     110,500    $0.60          -      $1.47           -          2/97
  250,000       -          -      110,000     140,000    $0.94          -      $0.94           -          7/97
   20,000       -          -         -         20,000    $0.75          -      $0.75           -          8/97
   20,000       -          -         -         20,000    $0.75          -      $0.75           -          8/97
     -     1,000,000  1,000,000      -           -       $0.38       380,000   $0.53        530,000       n/a
     -       400,000    400,000      -           -       $0.30       120,000   $0.53        212,000       n/a
     -       300,000    300,000      -           -       $0.50       150,000   $0.75        225,000       n/a
     -       150,000    150,000      -           -       $0.50        75,000   $0.63         94,500       n/a
     -        50,000     50,000      -           -       $0.50        25,000   $0.50         25,000       n/a
     -       500,000    500,000      -           -       $0.50       250,000   $0.59        295,000       n/a
     -       500,000    500,000      -           -       $0.50       250,000   $0.50        250,000       n/a
     -       500,000    500,000      -           -       $0.50       250,000   $0.50        250,000       n/a
     -       500,000    500,000      -           -       $0.50       250,000   $0.63        315,000       n/a
     -       500,000    500,000      -           -       $0.50       250,000   $0.50        250,000       n/a
     -     1,000,000  1,000,000      -           -       $0.20       200,000   $0.53        530,000       n/a
     -       300,000    300,000      -           -       $0.20        60,000   $0.50        150,000       n/a
     -       700,000    700,000      -           -       $0.20       140,000   $0.50        350,000       n/a
     -     1,000,000  1,000,000      -           -       $0.40       400,000   $0.50        500,000       n/a
     -     1,000,000  1,000,000      -           -       $0.40       400,000   $0.50        500,000       n/a
     -     3,000,000  3,000,000      -           -       $0.40     1,200,000   $0.50      1,500,000       n/a  
     -     1,100,000  1,100,000      -           -       $0.45       495,000   $0.50        550,000       n/a  
     -       900,000    900,000      -           -       $0.30       270,000   $0.50        450,000       n/a  
     -     3,000,000  3,000,000      -           -       $0.45     1,350,000   $0.50      1,500,000       n/a  
     -        20,000       -         -         20,000    $0.50          -      $0.53           -         10/97 
     -       100,000       -         -        100,000    $0.45          -      $0.59           -         10/98 
     -       180,000       -         -        180,000    $0.50          -      $0.63           -         11/97 
     -        50,000       -         -         50,000    $0.50          -      $0.56           -         11/97 
     -        50,000       -         -         50,000    $0.60          -      $0.56           -         11/97 
     -     2,000,000    850,000      -      1,150,000    $0.50       425,000   $0.50        425,000       7/97 
     -     1,000,000       -         -      1,000,000    $0.60          -      $0.56           -          9/97 
-----------------------------------------------------             ----------             --------------------- 
1,304,750 19,800,000 18,050,000   214,250   2,840,500             $7,180,000             $9,301,500
--------- ---------- ----------   -------   ---------             ----------             ----------
</TABLE>

Subsequent to the year end, options to purchase 1,150,000 common shares at 
$0.50 per share, described above, were amended to $0.12 per share, and 
exercised for a total amount of $138,000.

Subsequent to the year end, options to purchase 1,000,000 common shares at 
$0.60 per share, described above, were amended to $0.12 per share, and 
exercised for a total amount of $120,000.

Subsequent to the year end, options granted to purchase 50,000 common shares 
at $0.50 per share, and 50,000 shares at $0.60, were amended to 150,000 
shares at $0.50, and 150,000 shares at $0.60, respectively. Each amended 
option had a fair market value of $0.40.
<PAGE>

-------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                  F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
-------------------------------------------------------------------------------

         Subsequent to the year end, options were granted and exercised to
         purchase 515,000 common shares at $0.15 per share, for a total amount
         of $77,250.

         As at January 31, 1997, the Company has reserved 5,469,750 shares for
         issuance with respect to unexercised options in the Directors' and
         Employees' Option Plans.

         The Company has reserved 1,200,000 shares for issuance with respect to
         the potential exercise of warrants.

         The Company has reserved 1,000,000 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. (formerly
         Tri-Con Mining, Arizona, Inc.), collectively the "Tri-Con 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 carries on business as operations and exploration
         and development contractors, and has been employed by the Company
         under continuous contract since 1972 to carry out all its field work
         and to provide administrative and management services.  Under the
         current contract, work is charged at cost plus 8 percent for
         operations, and cost plus 25 percent for exploration and development. 
         Cost includes a 12 percent charge for office overhead.  Services of
         the directors of the Tri-Con Group are charged at the rate of Cdn.
         $100 per hour.  Services of the Directors of the Tri-Con Group who
         are also Officers and Directors of the Company are not charged.

         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 balances at the Tri-Con Group's
         borrowing costs are as follows:

<TABLE>
                                                        1996        1995        1994
                                                        ----        ----        ----
             <S>                                     <C>         <C>          <C>
             Operations and Field Services           $  715,558  $  420,296   $  149,108
             Exploration and Development Services    $  596,561  $3,841,471   $5,503,955
             Administrative and Management Services  $  323,108  $  190,009   $   61,785
                                                     ----------  ----------   ----------
                                                     $1,635,227  $4,451,776   $5,714,848
             Amount of total charges in excess of
              Tri-Con costs incurred                 $  163,493  $  281,441   $  396,798

             Excess amount charged as a percentage
               of actual costs incurred                   11.1%        6.7%         7.5%
</TABLE>
<PAGE>

-------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                  F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
-------------------------------------------------------------------------------

    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
    percent to a maximum of $5,000,000 U.S.

    Anselmo Holdings Ltd. has a right to 10 percent of net profits derived from
    the French Peak Property.

    At November 30, 1996, $466,688 is receivable from the Tri-Con Group,
    representing funds advanced for work in progress.

    At November 30, 1995, $851,610 was payable to the Tri-Con Group.

8.  INCOME TAXES 

    At November 30, 1996, the Company has the following losses carried forward 
    available to reduce future years' income for tax purposes.  The tax effect 
    of these losses has not been recorded in the accounts.  

    Losses carried forward for U.S., income tax purposes are available until:

                                      YEAR       LOSSES CARRIED FORWARD
                                      ----       ----------------------
                                      1997              987,000
                                      1998              546,000
                                      1999              667,000
                                      2000            1,235,000
                                      2001            2,749,000
                                      2002            1,178,000
                                      2003            1,524,000
                                      2004            1,161,000
                                      2005              742,000
                                      2006              431,000
                                      2007              747,000
                                      2008            2,101,000
                                      2009            1,960,000
                                      2010            2,400,000
                                      2011              326,000
                                                    -----------

OPERATING LOSSES CARRIED FORWARD FOR TAX PURPOSES:  $18,754,000

         The Company follows Financial Accounting Standards Board Statement No.
         109, ACCOUNTING FOR INCOME TAXES.  As indicated, the Company has
         significant unrecognized loss carry forwards for income tax purposes. 
         As there is no certainty as to the utilization of the loss carry
         forwards, the benefit attributable thereto is fully offset by the
         valuation allowance.

9.  COMMITMENTS AND CONTINGENCIES

<PAGE>

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SILVERADO GOLD MINES LTD.                                                  F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994
-------------------------------------------------------------------------------

(a) 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 rate of $120,000 (Cdn) including operating costs.

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

         Year ending November 30 -     1997     $ 78,570
                                       1998       78,570
                                       1999       20,815
                                                --------

         Total minimum lease payments            177,955
         Less:  interest payable                 (20,802)
                                                --------
                                                 157,153
         Less:  current portion                  (64,939)
                                                --------
                                                $ 92,214
                                                --------

(c) The Company has entered into an unconsummated agreement in principle with
    Homestake Mining Company to possibly vend its Whiskey Gulch and Marshall
    Dome properties in return for annual cash payments, annual expenditures on
    the properties, and a Net Smelter Return to the Company in the event of 
    the production and sale of gold or other valuable minerals.

(d) 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 $6,200,000 plus the amount of annual bonuses and
    other benefits that they would have received in the eighteen months
    following the terminations, though this amount was subsequently reduced to
    $4,200,000.

(e) 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 reclamation liability at November 30, 1996 and 
    November 30, 1995 are as follows:

                                        1996          1995
                                        ----          ----
      Balance, beginning of year     $ 100,000     $ 100,000
      Cost incurred in year            (61,993)      (29,397)
      Amount expensed in year           31,993        29,397
                                     ---------     ---------
      Balance, end of year           $  70,000     $ 100,000

10. COMPARATIVE FIGURES

    Certain comparative figures have been reclassified to conform with the
    presentation adopted in 1996.

<PAGE>

ITEM 9

    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE

None.

                                       


                                    PART III

The information required by Part III of this report:

Item 10  Directors and Executive Officers,

Item 11  Executive Compensation

Item 12  Security Ownership of Certain Beneficial Owners of Management, and

Item 13  Certain Relationships and Related Transactions

is incorporated herein by reference from the Company's definitive proxy
statement with respect to the 1997 Annual Meeting of the Shareholders to be held
in May, 1997.  The Company's definitive proxy statement will be filed with the
Securities and Exchange Commission pursuant to Rule 14a-6(c) promulgated under
THE SECURITIES EXCHANGE ACT OF 1934 not later than 120 days after the end of the
fiscal year covered by this report.