FORM 10-K

                                  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, 1997.


     Commission file number 0-12132


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


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

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

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

Securities registered pursuant to            The Company's Common Stock trades
section 12(g) of the Act:                    on the NASDAQ Small Cap Market 
Common Shares, no par value                  under the trading 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 30,
1998 was $19,794,384

The number of shares outstanding on January 30, 1998 was 81,062,218

Total number of pages, including cover page: 47


<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"),  formerly  Silverado
Mines  Ltd.,  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.,  formerly  Silverado Mines
(U.S.) 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 seven groups of mineral  properties in Alaska and
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 11 Federal claims and 435
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.  The Company  continued  exploring the St. Paul gold
deposit  through  drilling  and  trenching  and  has  outlined  a body  of  gold
mineralization of economic interest.


The Company entered into negotiations with La Teko Resources Ltd. ("La Teko") to
acquire the Ryan Lode  property  which  adjoins  the Ester Dome  property on the
southeast,  near  Silverado's  Grant Mill. In July, the Company  commenced a due
diligence  investigative  program consisting of drilling,  environmental review,
title review, and economic  analysis.  Favorable findings from this work led the
Company to enter into an option agreement for the Ryan Lode property in December
1997.

Also  subsequent  to year end, the company  completed an option  agreement  with
Placer Dome U.S. Inc. ("PDUS") 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.

The Nolan Gold  Project  consists of 208 Federal  placer  claims and 179 Federal
lode claims located eight miles west of Wiseman, Alaska. Included in the Project
are the Nolan Placer,  Nolan Lode,  Thompson's  Pup,  Dionne  (Mary's Bench) and
Smith Creek  properties.  The  Company  limited its work in 1997 on this area to
reclamation and planning of future work, as it continued to focus its efforts on
its Fairbanks District properties.

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.

The Marshall Dome Property  consists of 38 State claims.  It was 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.  It
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.

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

(b)  FINANCIAL INFORMATION RE: INDUSTRY SEGMENTS

The Company operates in one industry segment, mining.

(c)  PLAN OF OPERATION

The  Company's  plan of  operation  is to  further  develop  the Ryan  Lode Gold
Deposit,  optioned from La Teko Resources Ltd. subsequent to year end. Silverado
believes  that its existing mill  facilities,  located at the nearby Grant Mine,
could  greatly  assist it in  making  the Ryan  Lode a viable  project.  It also
intends  to  resume  development  of its  Nolan  claims,  subject  to  available
financing.

In response to the increased activity of major mining companies in the Fairbanks
area the Company has spent the past two years  actively  exploring  its existing
properties,  particularly  Ester Dome,  and enhancing its property  inventory by
locating and purchasing new claims of interest.  It re-evaluated  data from work
performed by ACNC (American Copper and Nickel Company, a previous  joint-venture
partner of Silverado) during 1990 - 1993, and developed additional data from its
own drilling and trenching  conducted  during the past two years.  Subsequent to
year-end,  but based upon the results it developed  during the year, the Company
was successful in negotiating 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.  This agreement, which specifies five years of conditional work
requirements in conjunction with conditional  requirements to purchase shares of
Silverado's  stock over the next four years, is intended to provide the means to
bring these claims into  production,  if economically  feasible.  In that event,
Silverado would retain a 15% net profits interest in the property which would be
operated  directly by Placer Dome. This agreement  excludes the areas of the St.
Paul gold deposit, the Grant Mine and Mill, and the Ryan Lode property.

Because of its focus on its Fairbanks properties, above, the Company limited its
activities at the Nolan Gold Project near Wiseman,  Alaska,  to maintenance  and
reclamation work in 1997. The Company has recovered almost 14,000 ounces of gold
from this  project  since  1994 and  plans to  resume  its  process  of  reserve
development  subject to  available  funds.  The  Company  also plans to continue
exploration of its Hammond Property as funds become available.

Silverado,  on August 4,  1989,  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.  Subsequently,  on February 19, 1997,  Can-Ex was  dissolved and the
Eagle  Creek  property,  along with all of  Can-Ex's  other  assets,  became the
property of its parent corporation, Kintana Resources Ltd. The Company's royalty
interest in the property remains unaffected by this event. At this time there is
no  development  activity  at the  site,  though  the  property  is kept in good
standing, pending future development.

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

The Company expects to receive additional capital for its activities on the Ryan
Lode and other properties through either equity or debt financing,  though there
is 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.

From time to time as conditions or funds  warrant,  the Company may  re-evaluate
its  development  programs in response  to  changing  economic or  environmental
conditions.  Such  re-evaluation  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 regulationsrelating 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 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 $41,000 for further  reclamation on the Nolan
Gold Project,  and an additional amount of $155,000 for reclamation at the Grant
Mill site on Ester Dome.  Additional  remediation  work takes  place  during the
normal course of mining.

In the event of closure or abandonment of its facilities,  the Company estimates
that any additional reclamation costs, net of recovery, would be immaterial.

(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, 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.


<PAGE>



(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, 1997,  1996 and 1995,  by country of origin for
information purposes only.

                                          YEAR ENDED NOVEMBER 30,
                                      1997            1996            1995
                              --------------------------------------------
REVENUE (UNITED STATES)       $    168,924    $    298,124    $  3,053,289
                              ============================================

Income (loss) for the year
  Canada                      $ (3,594,229)   $ (3,461,717)   $ (1,615,286)
  United States                   (820,543)       (868,543)     (2,479,270)
                              ============================================
                              $ (4,414,772)   $ (4,330,260)   $ (4,094,556)
                              ============================================

END OF PERIOD

Identifiable assets
  Canada                      $    576,513    $  1,318,233    $    777,156
  United States                 17,654,718      17,143,111      14,362,432
                              ============================================
                              $ 18,231,231    $ 18,461,344    $ 15,139,588
                              --------------------------------------------

For each of the three years ended November 30, 1997,  1996 and 1995,  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 from 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.  On the Ryan Lode property,  for which the Company
acquired an option to purchase  subsequent to year end, La Teko  Resources  Ltd.
had reported proven and probable reserves.  As these reserves were determined at
a gold  price  of  $375  per  ounce,  and  Silverado  has not  yet  conducted  a
feasibility  analysis  at current  gold prices  (approximately  $300 per ounce),
there can be no assurance that these reserves can be economically developed.

On its other properties,  the Company has not conducted  sufficient  exploration
and development work to delineate material proven or probable ore reserves.


<PAGE>


(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, and 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 and 6 unpatented
          Federal mineral claims subject to payments of 15% of net profits until
          $2,000,000 has been paid and 3% of net profits thereafter.  Subsequent
          to year end and 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,  this conditional  purchase and sale agreement was
          amended to reduce the royalty payments to 3% of net profits as defined
          in the agreement.

     (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 388 State  mineral  claims and two Federal
          claims  subject  to annual  payments  of  $30,000,  2% of net  smelter
          returns  until  $20,000,000  has  been  paid,  and 5% of  net  profits
          thereafter. Subsequent to year end and 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 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 three  unpatented  Federal  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.

(2)  Marshall Dome Property

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  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.

(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.

(5)  Nolan Placer And Lode Claims

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 152  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 5 unpatented  Federal placer claims and
          miscellaneous  mining  equipment,  was  purchased in 1993 for $200,000
          payable  over five years with  payments  scheduled  to be completed in
          1998.

     (e)  Nolan Lode:
          This  property  consists  of 179  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.  These
claims are in an active exploration stage, and quartz veins containing gold have
been discovered in place.

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.

Subsequent  to  1995,  the  Company  restricted  its  activities  at Nolan as it
refocused  its  resources  on its Ester Dome  properties.  It has  substantially
reclaimed its previous disturbances.

(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.

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,  along with all of Can-Ex's other assets,  became
the property of its parent  corporation,  Kintana  Resources  Ltd. 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.  From 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. The property is
in an advanced exploration stage.

(c)  GLOSSARY OF TECHNICAL TERMS

Anomaly.  
----------
A  concentration  of an element or a physical  feature  which may  indicate  the
presence of a mineral deposit.

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".

Geochemical Survey.  
---------------------
Sample of soil, rock, silt, water or vegetation  analyzed to detect the presence
of valuable metals or other metals which may accompany them.  E.g.,  Arsenic may
indicate the presence of gold.

Geophysical Survey.  
---------------------
Electrical,  magnetic  and  other  means  used to detect  features  which may be
associated with mineral deposits.

Gold Deposit.  
---------------
A concentration of gold in rock sufficient to be of economic interest.

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.  
----------
A body of ore sufficiently  sampled to establish  continuity,  and determined by
feasibility analysis to be economically and legally mineable.

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.


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.  Subsequently,  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 in such amount as
may be proven at trial.  Silverado  believes the complaint is without merit, and
has 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.  As at  February  28,  1998,  a decision  has not been  rendered on the
Company's motion.


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.


                                     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 NASDAQ Small-Cap Market under the symbol
"GOLDF." The following table indicates the high and low bid prices of the common
shares during the periods indicated, as published by NASDAQ:

     QUARTER ENDED           HIGH BID          LOW BID
     -------------------------------------------------
     Feb 29, 1996              7/8               3/8
     May 31, 1996              3/4              15/32
     Aug 31, 1996             21/32             13/32
     Nov 30, 1996             23/32              1/2
     Feb 28, 1997              7/16             11/32
     May 31, 1997              1/2               5/16
     Aug 31, 1997             11/32              5/16
     Nov 30, 1997              7/16              9/32

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 January  30,  1998,  there were 3,576  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 NASDAQ) 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 10  percent (6 percent  for 1996 and 5% for 1997 and
subsequent  years) 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 15 percent (10% for 1996
and subsequent years) of the gross amount of the interest.

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, 1997, 1996, 1995 , 1994 and 1993.

<TABLE>
<CAPTION>
                                        YEARS ENDED NOVEMBER 30,
                              1997        1996        1995        1994        1993
                          --------------------------------------------------------
                                       000's except per share amounts
<S>                       <C>         <C>         <C>         <C>         <C>                         
Revenues                  $    169    $    298    $  3,053    $  1,516    $   --

Net Earnings (Loss) for   $ (4,415)   $ (4,330)   $ (4,095)   $ (3,120)   $    143
the Year (1)

Earnings (Loss) Per       $  (0.07)   $  (0.09)   $  (0.11)   $  (0.09)   $   0.01
Share

END OF PERIOD

Assets                    $ 18,231    $ 18,461    $ 15,140    $ 16,496    $ 15,929

Gold Inventory (3)        $     49    $    213    $    389    $  2,028    $    446

Long-term Obligations     $  2,010    $  2,092    $  2,395    $  2,543    $   --
<FN>
(1)  For 1993, after extraordinary item, forgiveness of debt of $1,295,000.
(2)  Loss per share for 1993 was $0.04 before extraordinary item.
(3)  Gold  inventory  is  valued at the lower of  weighted  average  cost or net
     realizable value.
</FN>
</TABLE>

<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  at the
dates indicated:

<TABLE>
<CAPTION>
                                                                November 30,
                                                      1997          1996          1995
                                               ---------------------------------------
<S>                                            <C>           <C>           <C>        
Cash and cash equivalents                      $    20,914   $ 1,925,469   $   155,849
Other current assets                               423,475       704,228       462,134
                                               ---------------------------------------
                                                   444,389     2,629,697       617,983
                                               ---------------------------------------


Accounts payable and accrued liabilities          (597,478)     (252,923)     (527,352)
Loans payable secured by gold inventory               --         (66,511)     (176,568)
Payable to related parties                            --            --        (851,610)
Current portion of mineral claims payable             --        (179,000)     (330,000)
Current portion of capital lease obligation        (81,749)      (64,939)     (203,203)
                                               ---------------------------------------
                                                  (679,227)     (563,373)   (2,088,733)
                                               ---------------------------------------

Working capital (deficiency)                   $  (234,838)  $ 2,066,324   $(1,470,750)
                                               --------------------------------------- 
</TABLE>

During 1997 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 Fairbanks  properties,  and reclamation costs on its
Nolan  properties.  The Company  also  incurred  costs  associated  with its due
diligence  investigation of the Ryan Lode property,  in advance of entering into
an option  agreement to acquire that  property  entered into  subsequent to year
end.  The  decrease  in the  Company's  working  capital  from  $2,066,324  to a
deficiency  of $234,838 at the end of 1997  reflects the excess of those various
expenditures  over the funds  received  during 1997.  In  addition,  the Company
advanced  $480,236  to Tri-Con,  an  affiliated  company,  during the year which
further  contributed  to the decrease in working  capital in 1997. The Company's
short term liabilities consist primarily of trade payables, accrued interest and
reclamation expenses;  long term liabilities consist of the long term portion of
the Company's remaining capital lease obligation,  and a $2,000,000  convertible
debenture which has a maturity of July 2, 1999, if not sooner converted.

From the  $3,453,000  which the Company  received  from  shares  issued for cash
during  the  year,  it  applied   $2,290,000  to  exploration   and  development
expenditures,  and  $110,000  to  mineral  claims  and  options  on  its  Alaska
properties.  $1,246,000 of these  expenditures  occurred on the Company's  Ester
Dome Project;  $478,000 on the Ryan Lode Gold Project; and $274,000 on the Nolan
Gold Project - mostly for  reclamation  work.  $292,000 was applied to its other
properties, including the French Peak silver property in British Columbia.

A more  detailed  discussion  of the use of these funds,  and the results of the
Company's work is presented below.


     Ester Dome Gold Project
     -----------------------
     The Company continued to explore and develop gold deposits on its 24 square
     mile Ester Dome  property.  On the St. Paul deposit,  31 trenches  totaling
     10,000  lineal  feet and 91 drill  holes  totaling  19,200  feet  have been
     completed.  Gold  mineralization  has been  traced for 3,000 feet along the
     surface,  up to 600  feet  deep,  and  remains  open  to  extension  in all
     directions. Detailed drilling on a 500-foot long section of the deposit has
     shown gold grades, from 50 holes,  averaging 0.085 oz/ton across an average
     width  of 40  feet  and to an  average  depth  of 125  feet.  Several  more
     potential ore zones will need to be defined before the St. Paul Deposit can
     support a stand-alone  feasibility  study.  However,  if other  deposits on
     Ester Dome, such as the Ryan Lode, are considered for production,  then the
     St. Paul would be evaluated as part of that planning.

     Elsewhere  on Ester Dome,  the Company  began  surface  exploration  on the
     Rhyolite target area and completed a data compilation and evaluation on the
     Ready Bullion area, all preparatory to commencement of drilling. Subsequent
     to year end, the Company  completed an agreement with Placer Dome U.S. Inc.
     granting  Placer Dome an option to explore 20.5 square miles of Ester Dome.
     The optioned  claims  include the Rhyolite and Ready Bullion  targets,  but
     exclude the St. Paul, Grant Mine and Mill, and Ryan Lode areas.

     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 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,  subsequent  to year end,  completed an Option to Purchase
     Agreement with La Teko for the Ryan Lode property.

     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.  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.  The  Company  intends  to  continue
     development  of both  placer  and lode gold  deposits  at Nolan at a future
     time, subject to the availability of financing.

     Other Properties
     ----------------
     The Company maintained its other properties in good standing.

During 1998, the Company has property  commitments  totaling $620,600 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.  In addition,  the option agreement signed after
year end to acquire the Ryan Lode  property  requires the Company to pay La Teko
$650,000  and perform  $1,000,000  of work on the property  before  November 30,
1998. Finally, the Company has various other commitments to meet over the coming
year including interest payments on a $2,000,000 convertible debenture,  various
office  and  equipment  leases  and  reclamation  costs.  Together,  they  total
approximately $500,000 for the year to November 30, 1998.

The funds to make these payments are expected to come in part from receipts from
Placer  Dome  U.S.  Inc.  under  the  agreement  signed  subsequent  to year end
regarding  a  portion  of  the  Company's  Ester  Dome  properties.  Under  this
agreement,  which  Placer Dome U.S.  Inc. is entitled to  terminate  annually at
November  30, the Company  can  receive  $1,100,000  in cash  consideration  and
receipts upon issue of shares.  Management expects that it will be able to raise
additional capital for its activities on its properties through either equity or
debt financing, or additional  joint-ventures,  though there is no commitment by
any party to provide  such  financing  at this  time,  nor  assurance  that such
capital will be available or that an additional  joint-venture can be negotiated
on terms  favorable to the Company.  In the event that  sufficient  funds do not
become available to carry out its planned  operations,  the Company may elect to
reprioritize its operations and sell or abandon certain  properties as necessary
to meet its cash requirements.

In 1998, the Company intends to further develop the Ryan Lode property under the
terms of its option agreement with La Teko. The purpose of this work would be to
determine whether a feasibility  study,  suitable for  institutional  financing,
could be prepared so as to finance the capital costs  associated  with returning
the Ryan Lode to  commercial  production.  The  Company  also  intends to resume
development of its Nolan claims, subject to available financing.

OPERATING RESULTS

The Company  continued to engage in only limited gold sales in 1997,  reflecting
its own reduced inventory,  the current suspension of all production activities,
and the lower  prices for gold.  The Company  expects to maintain  only  minimal
inventory  until  such  time as it  either  resumes  production  from its  Nolan
properties, or brings its newly-acquired Ryan Lode property into production.

Similarly, operating costs in 1997 were lower than in the two previous years, in
which production was conducted at varying levels.  However, the company did some
reclamation  work at several sites,  principally  at the Nolan Gold Project.  As
this reclamation work is recorded as an operating expense,  and the sales during
the year were for inventory  held at the end of 1996,  the operating  margin for
1997 is lower than previous years.

As with  most  companies  involved  in the  mining  industry,  the  price of the
Company's product (mainly gold) can have a significant  impact upon the Company.
During the latter  quarter of 1997,  the price of gold fell  significantly  to a
range  of $285 to $295 per  ounce.  However,  as the  Company  is not  currently
producing  gold,  and as its  properties  do not yet have  substantial  reserves
developed,  the drop in gold  price has not  affected  the  Company's  operating
results

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 1998, or that any other permits
necessary can be obtained without undue restriction


Other Expenses
--------------

                           Years ended November 30, 
                 --------------------------------------------
Other Expenses   $4,205,381       $4,077,978       $2,074,626

             
Despite significant decreases in employment contract expenses (see Note 6 (d) to
the consolidated  financial  statements included elsewhere in this document) and
the cessation of salary payments to the Company's  former President who resigned
in the first quarter of 1997, the Company's  Other  Expenses  increased over the
1996 total.  Legal and  financing  expenses of the  Company  increased  in 1997,
primarily as a result of work  performed in  negotiating  contracts with La Teko
and Placer  Dome,  both of which were  finalized  after year end.  In  addition,
management  services provided by Tri-Con  increased  significantly in 1997. This
management  services  overhead increase resulted from the need to maintain staff
and  infrastructure at a certain level in preparation for expected  increases in
development and operational  activities in 1998 and 1999, despite relatively low
activity levels in the current year.


<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.

<TABLE>
<CAPTION>
                                                                                PAGE
-----------------------------------------------------------------------------------------
<S>                                                                              <C>
Auditor's Report                                                                 F-1
-----------------------------------------------------------------------------------------

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

Consolidated Balance Sheets, November 30, 1997 and 1996                          F-2
-----------------------------------------------------------------------------------------

Consolidated Statements of Operations and Accumulated Deficit,
Years Ended November 30, 1997, 1996 and 1995                                     F-3
-----------------------------------------------------------------------------------------

Consolidated Statements of Cash Flows,
Years Ended November 30, 1997, 1996 and 1995                                     F-4
-----------------------------------------------------------------------------------------

Consolidated Statements of Changes in Share Capital and Capital Surplus,
Years ended November 30, 1997, 1996 and 1995                                     F-5
-----------------------------------------------------------------------------------------

Notes to Consolidated Financial Statements                                   F-6 to F-20
-----------------------------------------------------------------------------------------

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


<PAGE>
                                                                             F-1

                                AUDITORS' REPORT

To the Shareholders of Silverado Gold Mines Ltd. (formerly Silverado Mines Ltd.)

We have audited the consolidated  balance sheets of Silverado Gold Mines Ltd. as
at November 30, 1997 and 1996, 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, 1997.  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, 1997
and 1996,  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, 1997
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 February 5, 1998 except as to notes 5, 6(c) and 10, which are
as at March 16, 1998



                      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 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.  My report  to the  shareholders  dated
February 5, 1998,  except as to notes 5, 6(c) and 10,  which are as at March 16,
1998, is expressed in accordance with the Canadian reporting  standards which do
not permit a reference to such events and  conditions  in the  auditor's  report
when these are adequately disclosed in the financial statements.


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

Vancouver,  Canada February 5, 1998 except as to notes 5, 6(c) and 10, which are
as at March 16, 1998

<PAGE>


<TABLE>
SILVERADO GOLD MINES LTD. (formerly Silverado Mines Ltd.)                    F-2
CONSOLIDATED BALANCE SHEETS
EXPRESSED IN U.S. DOLLARS

-------------------------------------------------------------------------------------------------
<CAPTION>
Years Ended November 30                                                     1997             1996
-------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>
Assets
Current Assets
  Cash and cash equivalents                                        $      20,914    $   1,925,469
  Gold inventory                                                          48,875          213,004
  Accounts receivable                                                      8,297           11,265
  Prepaid expenses paid to related parties                               366,303          479,959
                                                                   ------------------------------
                                                                         444,389        2,629,697
Mineral Properties and Development (Note 2)
  Claims and options                                                   2,436,972        2,327,025
  Deferred exploration and development expenditures                   13,576,470       11,286,816
                                                                   ------------------------------
                                                                      16,013,442       13,613,841
  Less accumulated amortization                                       (1,384,338)      (1,384,338)
                                                                   ------------------------------
                                                                      14,629,104       12,229,503

Buildings, Plant and Equipment (Note 3)                                4,481,399        4,423,428
  Less accumulated depreciation                                       (1,385,423)        (920,246)
                                                                   ------------------------------
                                                                       3,095,976        3,503,182
Deferred Financing Fees
  (net of amortization of $124,238; 1996 - $87,038)                       61,762           98,962
                                                                   ------------------------------

                                                                   $  18,231,231    $  18,461,344
                                                                   ==============================

Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable and accrued liabilities (Note 4)                $     597,478    $     252,923
  Loans payable secured by gold inventory                                   --             66,511
  Current portion of mineral claims payable                                 --            179,000
  Capital lease obligations - current  (Note 9(b))                        81,749           64,939
                                                                   ------------------------------
                                                                         679,227          563,373
Long Term Liabilities
  Capital lease obligations (Note 9(b))                                    9,741           92,214
  Convertible debenture (Note 5)                                       2,000,000        2,000,000
                                                                   ------------------------------
                                                                       2,009,741        2,092,214
Shareholders' Equity
  Share capital (Note 6)
  Issued and outstanding November 30, 1997 - 80,012,218 shares        43,084,420       38,651,294
                         November 30, 1996 - 56,406,493 shares
  Unamortized stock compensation expense                                (151,612)        (350,000)
  Advances to related parties secured by 
   common shares in the company (Note 7)                                (480,236)            --
  Deficit                                                            (26,910,309)     (22,495,537)
                                                                   ------------------------------
                                                                      15,542,263       15,805,757
                                                                   ------------------------------

                                                                   $  18,231,231    $  18,461,344
                                                                   ==============================
<FN>
Continuing  operations  (Note  1(a))  
Subsequent  events  (Notes 5, 6(c) and 10)
Commitments and contingencies (Notes 2 and 9)
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
SILVERADO GOLD MINES LTD. (formerly Silverado Mines Ltd.)                    F-3
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
EXPRESSED IN U.S. DOLLARS

                                                        ----------------------------------------------
<CAPTION>
Years Ended November 30                                          1997            1996             1995
                                                        ----------------------------------------------
<S>                                                     <C>             <C>              <C>
Revenue from gold sales                                 $     168,924   $     298,124    $   3,053,289
                                                        ----------------------------------------------

Operating costs
   Mining and processing costs                                164,835         366,249        4,515,138
   Amortization of property and development costs                --           123,504          431,384
   Reclamation expense (Note 9(d))                            213,480          31,993           29,397
   Production related depreciation expense                       --            28,660           97,300
                                                        ----------------------------------------------
                                                              378,315         550,406        5,073,219
                                                        ----------------------------------------------
Loss from operations                                         (209,391)       (252,282)      (2,019,930)

Other expenses
   Accounting and audit                                        93,450          69,331           62,891
   Amortization of deferred financing fees                     37,200          37,200           37,200
   Corporate capital taxes                                     21,934          (5,967)          32,014
   Depreciation                                               475,175         447,222           86,346
   Employment contract expense                              1,099,340       1,910,060          223,273
   Financing activities                                       100,847          35,159           18,900
   General exploration and development                         75,566          13,980             --
   Interest on long term debt                                 160,000         160,000          160,000
   Legal                                                      206,740          35,733          114,294
   Loss on disposal of buildings, plant and equipment           1,557            --               --
   Loss (gain) on foreign exchange                             55,335          (5,298)          (5,332)
   Management salaries                                         65,744         263,000          184,349
   Management services from related party (Note 7)            992,646         323,108          190,009
   Office expenses                                            318,463         262,333          387,498
   Other interest and bank charges (net)                        7,356           4,908           82,928
   Printing and publicity                                     293,095         371,281          410,195
   Reporting and investor relations                            52,576          26,833           24,447
   Transfer agent fees and mailing expenses                   148,357         129,095           65,614
                                                        ----------------------------------------------
                                                            4,205,381       4,077,978        2,074,626

Loss for the year                                          (4,414,772)     (4,330,260)      (4,094,556)

Accumulated deficit at beginning of year                  (22,495,537)    (18,165,277)     (14,070,721)
                                                        ----------------------------------------------

Accumulated deficit at end of year                      $ (26,910,309)  $ (22,495,537)   $ (18,165,277)
                                                        ============================================== 

Loss per share (Note 1(g))                              $       (0.07)  $       (0.09)   $       (0.11)
                                                        ============================================== 

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

<PAGE>

<TABLE>
SILVERADO GOLD MINES LTD. (formerly Silverado Mines Ltd.)                    F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS
EXPRESSED IN U.S. DOLLARS

-------------------------------------------------------------------------------------------------------------------
<CAPTION>
Years Ended November 30                                                        1997            1996            1995
-------------------------------------------------------------------------------------------------------------------

CASH PROVIDED BY (USED FOR):
<S>                                                                    <C>             <C>             <C>
Operations:
  Loss for the year                                                    $ (4,414,772)   $ (4,330,260)   $ (4,094,556)
    Items not involving cash:
     Employment contract expense                                          1,099,340       1,910,060         223,273
     Consulting services expense                                             78,945            --              --
     Depreciation                                                           475,175         475,882         183,646
     Amortization of deferred financing fees                                 37,200          37,200          37,200
     Loss on disposal of buildings, plant and equipment                       1,557            --              --
     Amortization of property and development costs                            --           123,504         431,384
    Changes in non-cash operating working capital:
     Decrease (increase) in accounts receivable                               2,968         (10,255)         (1,010)
     Decrease (increase) in gold inventory                                  164,129         176,115       1,638,670
     Decrease (increase) in prepaid expenses paid to related parties        113,656            --              --
     Increase (decrease) in accounts payable and accrued liabilities        344,555        (274,429)        282,488
                                                                       --------------------------------------------
                                                                         (2,097,247)     (1,892,183)     (1,298,905)

Financing:
  Shares issued for cash                                                  3,453,229       7,610,000       1,104,600
  Decrease (increase) in advances/payable to related parties               (480,236)     (1,299,893)        972,445
  Increase (decrease) in loans payable secured by gold inventory            (66,511)       (110,057)        176,568
  Decrease in mineral claims payable                                       (179,000)       (351,000)        (70,000)
  Increase (decrease) in capital lease obligation                           (65,663)       (240,619)         85,072
                                                                       --------------------------------------------
                                                                          2,661,819       5,608,431       2,268,685

Investments:
  Mineral claims and options                                               (109,947)       (571,214)        (32,900)
  Deferred exploration and development expenditures                      (2,289,654)     (1,202,700)       (617,118)
  Purchases of equipment                                                    (69,526)       (172,714)       (354,637)
                                                                       --------------------------------------------
                                                                         (2,469,127)     (1,946,628)     (1,004,655)
                                                                       --------------------------------------------


Increase (decrease) in cash and cash equivalents                         (1,904,555)      1,769,620         (34,875)
Cash and cash equivalents at beginning of year                            1,925,469         155,849         190,724
                                                                       --------------------------------------------

Cash and cash equivalents at end of the year                           $     20,914    $  1,925,469    $    155,849
                                                                       ============================================

Supplemental cash flow information
  Interest paid                                                        $    181,436    $    242,562    $    233,942
                                                                       ============================================


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

<PAGE>

<TABLE>
SILVERADO GOLD MINES LTD. (formerly Silverado Mines Ltd.)                    F-5
CONSOLIDATED STATEMENTS OF CHANGES IN SHARE CAPITAL
AND CAPITAL SURPLUS
EXPRESSED IN U.S. DOLLARS

Years ended November 30, 1997, 1996, and 1995
<CAPTION>

                                                                  Number of          Share        Capital
                                                                     shares        Capital        Surplus
                                                                 ----------   ------------   ------------
<S>                                                              <C>          <C>            <C>         
Balance as at November 30, 1994                                  35,027,993   $ 27,054,191   $     46,352
                                                                 ----------   ------------   ------------

Year ended November 30, 1995

   Shares issued:
      On exercise of contract employee share options              2,303,500      1,104,600               
      For mineral property                                          100,000         43,750                
   Value of share options granted to contract employees                            572,670                               
                                                                 ----------   ------------   ------------
                                                                  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 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:
      Stock 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               
                                                                 ----------   ------------   ------------
                                                                 23,605,725      4,433,126           --

                                                                 ----------   ------------   ------------
Balance as at November 30, 1997                                  80,012,218   $ 43,084,420   $       --
                                                                 ==========   ============   ============  

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

<PAGE>

--------------------------------------------------------------------------------
SILVERADO GOLD MINES LTD.                                                    F-6
(FORMERLY SILVERADO MINES LTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
YEARS ENDED NOVEMBER 30, 1997, 1996 AND 1995
--------------------------------------------------------------------------------


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          These consolidated  financial  statements for the years ended November
          30, 1997,  1996 and 1995 are prepared in  conformity  with  accounting
          principles  generally  accepted in the United States.  During the year
          ended November 30, 1997,  the Company  changed its name from Silverado
          Mines Ltd. to Silverado Gold Mines Ltd.


(a)  Continuing Operations

          During the year ended  November  30,  1997,  the Company  continued to
          focus its  efforts  on its  properties  within  the  Fairbanks  mining
          district,  primarily at Ester Dome. It continued its drilling  program
          on  several  sites  within  the Ester  Dome  Project,  and  funded its
          exploration  activities  by generating  $3,450,000 in capital  through
          private placements and the exercise of options and warrants.

          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.


(b)  Basis of Consolidation

          The  consolidated   financial   statements  include  the  accounts  of
          Silverado Gold Mines Inc., (formerly Silverado Mines (U.S.),  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, 1997, 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.

(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 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.

<PAGE>

                                                                             F-7

          Effective December 1, 1996, the Company adopted Statement of Financial
          Accounting  Standards  No.  121  ("FAS  121"),   "Accounting  for  the
          Impairment  of  Long-Lived  Assets  and for  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  that 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 this  accounting
          standard did not have a material effect on the Company's  consolidated
          operating results or financial position.

          The amounts shown for mineral  properties and  development 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 mineral properties and development costs of 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 the current year,
          the  outstanding  share  capital in the  Company  was split on a 14:13
          basis. The effect of the stock split 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:

<PAGE>
                                                                             F-8

          Year to November 30, 1997          66,999,559
          Year to November 30, 1996          49,120,290
          Year to November 30, 1995          38,423,001


         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 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 incentive plans to directors.  Under the intrinsic
          value 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 9(d) and 9(e).

(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 and cash
          equivalents,   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 gold  inventory  approximate  fair  values  as gold  inventory  is
          carried at  estimated  net  realizable  value.  The  carrying  amounts
          reported  in the  balance  sheet for  capital  lease  obligations  and
          convertible  debenture  approximate  their  fair  value  as they  bear
          interest at rates which approximate market rates.


(l)  Comparative Figures

          Certain comparative figures have been reclassified to conform with the
          financial statement presentation adopted in the current year.

<PAGE>
                                                                             F-9

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 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.

          Ryan Lode Property, Fairbanks Mining District, Alaska
          -----------------------------------------------------
          Significant  due  diligence  work was  performed  in 1997  following a
          letter of understanding  with La Teko Resources Ltd.,  resulting in an
          agreement in December  1997  granting the Company an option to acquire
          this   property   which   consists  of  63  mining   claims   covering
          approximately  one and  one-half  square  miles  (see  Note  10).  The
          property is situated next to the Company's  Ester Dome properties near
          Fairbanks, Alaska.

          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 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.

          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.

          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
          company  (see Note 7), and  retained a 15 percent net profit  interest
          from  production to a maximum of $5,000,000.  Can-Ex was  subsequently
          dissolved  in 1997 at  which  time its  assets  passed  to its  parent
          company,  Kintana  Resources  Ltd.,  which now has the  obligation for
          Silverado's net profit interest.

          French Peak Property, Omineca Mining District, British Columbia
          ---------------------------------------------------------------
          Anselmo Holdings Ltd., a related company, has a 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.

<PAGE>
                                                                            F-10
          Property Commitments
          --------------------
          As  at  November  30,  1997,  minimum  aggregate  future  expenditures
          required in the next five years to maintain the  properties  which the
          Company held at November 30, 1997 in good standing are as follows:
          
          Year      Commitment
          1998      $ 620,600
          1999        540,600
          2000        500,600
          2001        400,600
          2002        400,600

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

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

<TABLE>
<CAPTION>
                                     Net book value           1997   Net book value
                                      Nov. 30, 1996   Expenditures    Nov. 30, 1997
                                     ---------------------------------------------
<S>                                <C>               <C>             <C>
Cumulative net mineral
 claims and option payments        $   1,591,111     $     109,948   $   1,701,059
                                     ---------------------------------------------

Deferred exploration and
 development expenditures

     Alaska
     Ester Dome Gold Project             5,169,208       1,245,522       6,414,730
     Ryan Lode Gold Project                                477,858         477,858
     Marshall Dome                         179,028           1,866         180,894
     Nolan Gold Project                  4,590,191         273,624       4,863,815
     Hammond Property                      270,856          41,438         312,294
     Eagle Creek Royalty Interest          133,347           7,004         140,351
     Whiskey Gulch                          21,791         144,678         166,469
     Chatanika                              12,861          97,663         110,524

     British Columbia
     French Peak                           261,110                         261,110
                                     ---------------------------------------------
                                        10,638,392       2,289,653      12,928,045
                                     ---------------------------------------------
Total mineral properties and
 development expenditures            $  12,229,503   $   2,399,601   $  14,629,104
                                     =============================================
</TABLE>

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.
<PAGE>
                                                                            F-11

<TABLE>
<CAPTION>
                                                                                  1997           1996
                                                            Accumulated       Net Book       Net Book
                                                   Cost    Depreciation          Value          Value
                                           ----------------------------------------------------------
<S>                                        <C>            <C>             <C>            <C>         
Grant Mine Mill Equipment                  $  2,248,780   $   (613,486)   $  1,635,294   $  1,837,926

Nolan Gold Project Mining Equipment              60,757        (19,553)         41,204         46,274
Mining Equipment                              1,788,132       (602,160)      1,185,972      1,348,775
Other Equipment, Leasehold Improvements         383,730       (150,224)        233,506        270,207
                                           ----------------------------------------------------------
                                           $  4,481,399    $ (1,385,423)  $  3,095,976   $  3,503,182
                                           ----------------------------------------------------------
</TABLE>


4.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

          Accounts payable and accrued liabilities consist of:

<TABLE>
<CAPTION>
                                            1997       1996
                                        -------------------
     <S>                                <C>        <C>     
          Accounts payable              $334,812   $118,858
          Accrued interest                66,666     64,065
          Accrued reclamation expense    196,000     70,000
                                        -------------------
                                        $597,478   $252,923
                                        -------------------
</TABLE>


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  $1.857  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.  Subsequent
          to year end, the Company  requested  and was granted a deferral of its
          December 31, 1997 interest payment of $80,000 until February 21, 1998.
          The Company paid  $20,000 on February 1, 1998,  and has been granted a
          further  deferral  for the  remaining  payment  until March 17,  1998.
          Arrangements  are in place  for a  private  placement  of shares which
          will be made on March 17,  1998 and  provide  sufficient funds to pay
          the outstanding amount (see Note 10(d)).

6.   SHARE CAPITAL

(a)  Common Shares

          By Special  Resolution passed 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.

          By Special  Resolution  passed May 21, 1997, the Company increased its
          authorized  capital to  100,000,000  common  shares  without par value
          (1996: 75,000,000 common shares).

<PAGE>
                                                                            F-12
(b)  Directors' Options

          Directors' options for 450,000 common shares originally granted in May
          of 1992,  exercisable at Cdn. $0.37 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, 1997,  1996 and
          1995.

          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 are exercisable until
          August 14, 2004 at the exercise prices stated below,  being the market
          price of the underlying shares at the date of grant of the options.

                                                                      Exercise
                  Grant Date       Granted  Exercised   Outstanding      Price
                  ----------       -------  ---------   -----------      -----
           December 12, 1994     1,100,000                1,100,000   $   0.88
           December 12, 1995       100,000                  100,000   $   0.49
           December 12, 1996       100,000                  100,000   $   0.53
          September 25, 1997       400,000                  400,000   $   0.40
                                 ----------------------------------
      Total at Nov. 30, 1997     1,700,000                1,700,000
                                 ----------------------------------

          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  compensation  cost  for  the  Company's  directors  options  been
          determined based on fair value at the grant dates, consistent with the
          method  of  Statement  of  Financial  Accounting  Standards  No.  123,
          "Accounting for Stock Based Compensation",  the Company's net loss and
          loss per share  would  have been  increased  to the pro forma  amounts
          indicated below:

               Loss for the year              1997          1996
                                        ----------    ----------
                 As reported:           $4,414,772    $4,330,260
                 Pro forma:             $4,543,773    $4,358,886

               Loss per common share

                 As reported:           $     0.07    $     0.09
                 Pro forma:             $     0.07    $     0.09

          The estimated  weighted  average fair value of options  granted during
          the year 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 life of 9 years  (1996:  10
          years).  The estimate was made using the Black-Scholes  Pricing Model.
          The  weighted  average  remaining  contractual  life  of  the  options
          outstanding at November 30, 1997, was one year (1996: 1 year).

<PAGE>
                                                                            F-13
(c)  Warrants

          In conjunction with the private placement of common shares the Company
          has issued and has  outstanding  at November 30, 1997,  the  following
          warrants to purchase common shares:

<TABLE>
<CAPTION>
          Balance      Issued   Exercised    Canceled       Outstanding   Exercise    Expiry
     Nov 30, 1996     in 1997     in 1997     in 1997   at Nov 30, 1997      Price      Date
     ---------------------------------------------------------------------------------------
     <S>  <C>       <C>           <C>         <C>             <C>         <C>         <C>     
          600,000                             600,000                     $   0.60     n/a
          600,000                             600,000                         0.70     n/a
                      600,000     600,000                                     0.17     n/a
                      382,000                                   382,000       0.20    Sep-98
                      510,000                                   510,000       0.20    Sep-98
                      360,000                                   360,000       0.30    Oct-98
                    2,000,000                                 2,000,000       0.42    Mar-99
                    1,000,000                                 1,000,000       0.28    Aug-99
                      600,000                                   600,000       0.17    Sep-99
     ---------------------------------------------------------------------------------------
        1,200,000   5,452,000     600,000   1,200,000         4,852,000       
     ------------------------------------------------------------------
</TABLE>

          Subsequent  to year end,  warrants for 50,000 common shares which were
          outstanding at November 30, 1997, were exercised at $0.17 per share.

(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,
          cancelled and expired during the years ended  November 30, 1995,  1996
          and 1997 and were outstanding at these dates:

<TABLE>
<CAPTION>
                                                                    Weighted Average
                                                  Number of Shares  Exercise Price
          <S>                                      <C>                 <C>

          Outstanding at November 30, 1994           1,418,250         $   0.60
               Granted                               3,240,000         $   0.47
               Exercised                            (2,303,500)        $   0.48
               Expired or cancelled                 (1,050,000)        $   0.60

          Outstanding at November 30, 1995           1,304,750         $   0.49
               Granted                              19,840,000         $   0.42
               Exercised                           (18,050,000)        $   0.40
               Expired or cancelled                   (214,250)        $   0.77

<PAGE>
                                                                            F-14

          Outstanding at November 30, 1996           2,880,500         $   0.56
               Granted                               3,690,000         $   0.18
               Exercised                            (3,390,000)        $   0.14
               Expired or cancelled                 (2,596,500)        $   0.57

          Outstanding at November 30, 1997             584,000         $   0.52
</TABLE>


          The estimated  weighted  average fair value of options  granted during
          the year 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  life of 3  months  (1996:  2
          months). The estimate was made using the Black-Scholes  Pricing Model.
          The  weighted  average  remaining  contractual  life  of  the  options
          outstanding at November 30, 1997, was 1 month (1996: 9 months).

(e)  Other Share Transactions

          The  Company  issued the  following  common  shares for cash by way of
          private placements during the year ended November 30, 1997:

<TABLE>
<CAPTION>
                                                   Less:       Net Cash
              Issued    Issue         Gross       Fees or      Received
             in 1997    Price      Proceeds   Commissions      on Issue
          -------------------------------------------------------------
<S>        <C>         <C>      <C>           <C>           <C>        
           1,080,000   $ 0.31   $   334,800   $    26,820   $   307,980
           4,000,000     0.25     1,008,000        90,760       917,240
           1,620,000     0.20       324,000        31,561       292,439
           2,000,000     0.15       300,000        27,000       273,000
             989,000     0.17       168,130          --         168,130
             382,000     0.17        64,940          --          64,940
           1,000,000     0.20       200,000          --         200,000
           1,750,000     0.20       350,000          --         350,000
             360,000     0.25        90,000          --          90,000
           1,000,000     0.20       200,000           500       199,500
          -------------------------------------------------------------
          14,181,000            $ 3,039,870   $   176,641   $ 2,863,229
          ----------            -----------   -----------   -----------
</TABLE>

          The Company  also issued  500,000  common  shares with a fair value of
          $0.34 per share and agreed to grant options to purchase 500,000 common
          shares at an  exercise  price of $0.001 per share,  exercisable  until
          September 5, 1999, to Millennium Holdings Group Inc. ("Millennium") as
          partial consideration for a consulting agreement of September, 1997.

          The  Company  has  estimated  the fair value of options  which will be
          granted to Millennium  using the  Black-Scholes  Pricing  Model.  This
          estimate  assumes a risk free rate of 6%, an  expected  volatility  of
          57%, and a life of two years.  The cost of this  compensation is being
          recognized over the term of the contract, being one year.

          The  Company  has  reserved  1,076,923  shares for  issuance  upon the
          potential conversion of a convertible debenture.

          Subsequent  to year end,  the Company  issued  1,000,000 of its common
          shares as partial consideration under an agreement to acquire the Ryan
          Lode mineral property (see Note 10).

<PAGE>
                                                                            F-15

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  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 percent (1996 and 1995:
          8 percent) for operations, and cost plus 25 percent (1996 and 1995: 25
          percent) for exploration and  development.  Cost includes a 15 percent
          (1996 and 1995: 12 percent)  charge for office  overhead.  Services of
          the directors of the Tri-Con Group are charged at the rate of Cdn. $75
          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 shown below.

<TABLE>
<CAPTION>
                                                       1997         1996         1995
                                                -------------------------------------
     <S>                                        <C>          <C>          <C>
     Operations and Field Services              $   277,479  $   715,558  $   420,296
     Exploration and Development Services         2,190,240      596,561    3,841,471
     Administrative and Management Services         992,646      323,108      190,009
                                                -------------------------------------
                                                $ 3,460,365  $ 1,635,227  $ 4,451,776
                                                -------------------------------------

     Amount of total charges in excess of
      Tri-Con costs incurred                    $   395,240  $   163,493  $   281,441
                                                -------------------------------------

     Excess amount charged as a percentage
      of actual costs incurred                         12.8%        11.1%         6.7%
                                                -------------------------------------
</TABLE>

          During the year,  the Tri-Con  Group charged the Company an additional
          amount of $460,463 for management  services,  which is included in the
          table  above.  During the year,  Tri-Con was  requested  to maintain a
          certain  level of staff and  infrastructure  in excess of current year
          requirements, in preparation for expected increases in development and
          operational activities in 1998 and 1999. These costs were charged with
          no markup to the company and were expensed in the current year.

          In addition,  the Company  advanced a further  $480,236 to the Tri-Con
          Group  during the year.  This  advance is  expected  to be  recovered,
          although there is no contractual time frame for repayment. Interest is
          not being  charged by the  Company  on this  advance.  The  advance is
          secured by that portion of the 2,119,384  common shares of the Company
          owned by Tri-Con  which is  sufficient  to fully  amortize the advance
          given the trading price of the stock.  This amount has been classified
          as a deduction  from  shareholders  equity,  as the  security  for the
          advance is common shares of the Company.

<PAGE>
                                                                            F-16

          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.  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.


8.   INCOME TAXES

          Tax effects of  temporary  differences  that give rise to deferred tax
          assets at November 30, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
                                                                   1997            1996
                                                           ----------------------------
          <S>                                              <C>             <C>
          Net operating loss carry forwards                $  7,219,900    $  7,012,800

          Valuation allowance                                (2,040,000)     (2,474,600)
                                                           ----------------------------

          Net deferred tax assets                             5,179,900       4,539,200

          Deferred tax liability
            Temporary differences arising from mineral
            properties and buildings, plant and equipment    (5,179,900)     (4,539,200)
          -----------------------------------------------------------------------------

          Net deferred tax asset                           $       --      $       --
          -----------------------------------------------------------------------------
</TABLE>

          At November 30, 1997,  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 Until  Losses Carried Forward
          ---------------------------------------
               1998        $              546,000
               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
          ---------------------------------------
                           $           21,235,000

<PAGE>
                                                                            F-17

          Income tax expense  attributable to net losses was nil and nil for the
          years ended November 30, 1997 and 1996  respectively.  The differences
          between the total  income tax benefit from  operations  and the income
          tax expense  (benefit)  computed  using the Federal income tax rate of
          34% in 1997 and 34% in 1996 were as follows:

                                                            1997         1996
                                                       ---------    --------- 
          Computed "expected" tax benefit              $(542,600)   $(605,500)
          Tax loss expired during the year               335,600      927,200
          Change in valuation allowance                 (434,600)    (321,700)
          Change in temporary differences during year    641,600         --
                                                       ---------    --------- 
          Effective tax rate                           $       0%   $       0%


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:
<PAGE>
                                                                            F-18

          Year ending November 30 -     1998      $ 88,391
                                        1999         9,821
                                                  --------
          Total minimum lease payments              98,212
          Less:  interest payable                   (6,722)
                                                  --------
                                                    91,490
          Less:  current portion                   (81,749)
                                                  --------
                                                   $ 9,741
                                                  ========


(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 (1996: $6,200,000) 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
          
<PAGE>
                                                                            F-18

          annually  and  the  accrued   liability  is  reduced  as   reclamation
          expenditures are made.  Details of the Company's  accrued liability at
          November 30, 1997 and 1996 are as follows:

                                              1997         1996
                                        -----------------------
          Balance, beginning of year    $   70,000   $  100,000
          Cost incurred in year            (87,480)     (61,993)
          Amount expensed in year          213,480       31,993
                                        -----------------------
          Balance, end of year          $  196,000   $   70,000


10.  SUBSEQUENT EVENTS

          (a) On December 19, 1997, the Company entered into an Option Agreement
          with La  Teko  Resources  Ltd.  ("La  Teko")  granting  Silverado  the
          exclusive  right and option to acquire  100% of the Ryan Lode  mineral
          property  near  Fairbanks,  Alaska  for  a  total  purchase  price  of
          $12,000,000.  The Company  issued  1,000,000  of its common  shares as
          consideration  to La Teko for granting the right and option to acquire
          the  mineral  properties  under  the  terms  of  this  agreement.  The
          agreement  provides that in order to keep the option in good standing,
          Silverado shall:

               Between  December  1, 1997 and  November  30,  1998,  pay La Teko
               $650,000 and commit to spend not less than  $1,000,000 on work on
               the property; and

               Between  December  1,  1998  and  November  30,  1999 pay La Teko
               $300,000  and  commit  to  spend  not  less  than  an  additional
               $1,000,000 on work on the property; and

               Between  December  1,  1999  and  November  30,  2000 pay La Teko
               $400,000 and unless the Company has otherwise paid  $3,000,000 to
               La Teko, commit to spend an additional  $1,000,000 on work on the
               property; and

               On or before December 1, 2000 pay La Teko $700,000 and,  provided
               that all  requisite  permits for  construction  have been issued,
               commence  construction of milling facilities reasonably necessary
               to place the property into commercial production; and

               Pay La Teko  $3,000,000  upon the  earlier of  completion  of the
               milling facility, including a 30 day "mill tune-up" period, or 30
               days after the commencement of commercial production; and

               Pay  La  Teko  the  balance  of the  purchase  price  six  months
               following  the  date for  payment  of the  $3,000,000  referenced
               above, after credit of $4,900,000 for all previous payments.

          The first two cash payments to La Teko under this contract of $200,000
          and $450,000 which were originally  scheduled for January 30, 1998 and
          February 27, 1998 respectively are presently being re-negotiated based
          on the following schedule:

               $100,000 due on March 31,  1998;
               $100,000 due on April 30, 1998;
               $100,000 due on May 31, 1998; 
               $150,000 due on June 30, 1998; and
               $250,000 due on July 31, 1998.

<PAGE>
                                                                            F-19

     La Teko has  indicated  that it is prepared to consider  such an extension,
     and negotiations are currently under way concerning any additional  penalty
     for the failure to make any payment under the amended schedule.

     If the Company  were to default on any payment its interest in the property
     would lapse, and the Company would write-off any deferred costs relating to
     the property.

     (b) On February 6, 1998,  the Company  announced  that it had  completed an
     agreement  with Placer Dome U.S. Inc.  ("PDUS")  which provides for PDUS to
     explore  and  develop  the  Company's  May /  Barelka  and  Range  Minerals
     properties on Ester Dome, and  ultimately  provides the right to earn a 51%
     interest in these  properties.  The Company received the sum of $400,000 as
     partial  consideration  under the terms of this  agreement.  The  agreement
     provides that in order to keep its option in good standing, PDUS must:

          On or before November 30, 1998 perform at least  $1,000,000 of work on
          the property and purchase  1,000,000 common shares of the Company at a
          price of $0.70 per share; and

          On or  before  November  30,  1999  perform  an  additional  amount of
          $1,500,000  of  work  on  the  property  and  purchase  an  additional
          1,000,000  common shares of the Company at a price of $1.25 per share;
          and

          On or  before  November  30,  2000  perform  an  additional  amount of
          $2,000,000  of  work  on  the  property  and  purchase  an  additional
          1,000,000  common shares of the Company at a price of $1.50 per share;
          and

          On or  before  November  30,  2001  perform  an  additional  amount of
          $2,500,000  of  work  on  the  property  and  purchase  an  additional
          1,000,000  common shares of the Company at a price of $2.00 per share;
          and

          On or  before  November  30,  2002  perform  an  additional  amount of
          $3,000,000 of work on the property.

     Upon  completion  of all the work and purchase of the common  shares of the
     Company detailed above, PDUS shall have the right to acquire the additional
     49% interest in the property by producing a feasibility study and obtaining
     all  relevant  permits.  The  Company  would then  retain a 15% net profits
     interest in the property.  If PDUS does not complete the feasibility  study
     or obtain the  permits,  then PDUS will  convey all of its  interest in the
     property to the Company with PDUS retaining a 15% net proceeds  interest in
     the property.

     (c) On February 28, 1998, the Company  failed to make a royalty  payment of
     $80,000 to the Alaska Mining  Company Inc. on its lease of a portion of the
     Nolan Gold Project property.  This payment was originally deferred from the
     contractual  due date of December 15, 1997.  Alaska Mining Company Inc. has
     subsequently granted a further deferral of the payment,  with $40,000 being
     due on March 27, 1998 and the balance due 30 days later.

     If the Company were to default on any payment  under this revised  schedule
     its interest in the property would lapse,  and the Company would  write-off
     any deferred assets relating to the property.

<PAGE>
                                                                            F-20


     (d) On March 16, 1998,  arrangements  were  finalized  for the placement of
     1,600,000  units of  securities in the Company at a price of $0.125  per
     unit.  Each  unit is made up of one  common  share and one-half of a common
     share warrant.  Each common share warrant entitles the holder to purchase
     one common share at a price of $0.21 during a period of two years from
     issue of the warrant.

     (e) On  March  12,  1998,  the  exercise  price on the  following  warrants
     outstanding at November 30, 1997 was reduced a follows:

     Number of      Previous       Reduced             Expiration
     Warrants       Exercise Price Exercise Price      Date

     2,000,000      $0.42           $0.10              March 1999
     1,000,000       0.28            0.10              August, 1999

     On  March  16,  1998,  negotiations were in progress for the holders of
     these  warrants  to  exercise  them at the reduced exercise prices.

<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 1998 Annual Meeting of the Shareholders to be held
in May, 1998. 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.

<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, 1997 and 1996

     Consolidated  Statements of Operations and Accumulated Deficit, years ended
     November 30, 1997, 1996 and 1995

     Consolidated  Statements of Cash Flows, years ended November 30, 1997, 1996
     and 1995

     Consolidated  Statements of Changes in Share  Capital and Capital  Surplus,
     years ended November 30, 1997, 1996 and 1995

     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 August 22, 1997 was filed by the Company on
     September 19, 1997, reporting  information pursuant to Item 9. No financial
     statements were filed with this report.

     A Form 8-K Current  Report dated  October 31, 1997 was filed by the company
     on November 5, 1997, reporting information pursuant to Item 9. No financial
     statements were filed with this report.

(c)  EXHIBITS

     None.

<PAGE>


(3)  Articles of Incorporation and Bylaws

     (i)(a) Ordinary  Resolution of Silverado  increasing the authorized capital
     to  100,000,000  shares  without par value and changing the Company's  name
     from "Silverado  Mines Ltd." to "Silverado Gold Mines Ltd." is incorporated
     by reference to Exhibit 3 to Silverado's 10-Q for the quarter ended May 31,
     1997.

(4)  Instruments Defining Rights of Security Holders, Including Indentures

     (a)  Specimen  certificate  representing  shares  of the  capital  stock of
     Silverado is  incorporated  by  reference  to Exhibit  4(a) to  Silverado's
     Report on Form 10, No.  0-12132,  filed May 11, 1984, as amended on Form 8,
     filed July 10, 1984.

(10) Material Contracts

     (a) Management  Compensatory  Plan - Silverado Mines Ltd. 1994 Stock Option
     and Bonus Plan.  Incorporated  by reference to Exhibit 10.4 to  Silverado's
     Registration Statement on Form S-3, File No. 33-76880.

     (b) Operating  Agreement  between  Silverado and Tri-Con  Mining Ltd. filed
     herewith.

     (c) Purchase  Agreement  between  Silverado  and Alaska Gold Company  filed
     herewith.

(b)  Property Option Agreements.

(i)  Grant Mine Property

     (a)  Agreement  for  Conditional  Purchase  and Sale of Mining  Property  -
     Silverado/Burggraf  (10/6/78)  is  incorporated  by  reference  to  Exhibit
     10(e)(i)(a) to Silverado's  Registration Statement on Form 10, No. 0-12132,
     filed May 11, 1984, as amended on Form 8, filed July 10, 1984.

     (d) Exploration  and Mining Lease - Silverado  Mines (U.S.),  Inc./ Gilbert
     Dobbs  (11/6/84) is  incorporated  by reference to Exhibit  10(e)(f) to the
     Registrant's  Report on Form 10-K for the fiscal  year ended  November  30,
     1984.

(ii) Range Minerals Property

     (a) Agreement #1 Silverado/Taylor (8/30/80) is incorporated by reference to
     Exhibit  10(e)(ii)(a)  to  Silverado's  Registration  Statement on Form 10,
     0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.

     (b) Agreement #2 Silverado/Taylor (8/30/80) is incorporated by reference to
     Exhibit 10(e)(ii)(b) to Silverado's  Registration Statement on Form 10, No.
     0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.


<PAGE>

(iii) St. Paul Barelka Property

     (a)  Equity   Agreement  -   Silverado/Barelka/May/Thoennes   (5/12/79)  is
     incorporated   by  reference  to  Exhibit   10(e)(iii)(a)   to  Silverado's
     Registration  Statement on Form 10, No.  0-12132,  filed May 11,  1984,  as
     amended on Form 8, filed July 10, 1984.

(iv) Eagle Creek Property

     (a) Option  Agreement  -  Taylor/O'Hara/Tan  (7/9/76)  is  incorporated  by
     reference to Exhibit 10(e)(v)(a) to Silverado's  Registration  Statement on
     Form 10, No. 0-12132,  filed May 11, 1984, as amended on Form 8, filed July
     10, 1984.

     (b)  Assignment  of Option -  Aalenian  (now  Silverado)/Tan  (8/26/76)  is
     incorporated   by  reference   to  Exhibit   10(e)(v)(b)   to   Silverado's
     Registration  on Form 10, No.  0-12132,  filed May 11, 1984,  as amended on
     Form 8, filed July 10, 1984.

     (c) Assignment of Option - Can-Ex. (8/4/89) is incorporated by reference to
     Exhibit 10(e)(v)(c) to Silverado's Report on Form 10-K, for the fiscal year
     ended November 30, 1989.

(v)  Thompson Pup Property

     (a) Option Agreement  Figlenski/Carlson/Silverado  (6/9/81) is incorporated
     by reference to Exhibit 0(e)(vi)(a) to Silverado's  Registration  Statement
     on Form 10, No.  0-12132,  filed May 11, 1984,  as amended on Form 8, filed
     July 10, 1984.

(vi) French Peak Property

     (a)   Amendment   of   Agreement  -   Silverado   /  Can-Ex  (now   Anselmo
     Holdings)(9/19/80)  is incorporated by reference to Exhibit 10(e)(ix)(d) to
     Silverado's  Registration  Statement  on Form 10, No. 0-12132 filed May 11,
     1984, as amended on Form 8, filed July 10, 1984.

     (b)  Amendment  of  Agreement  (7/21/83)  is  incorporated  by reference to
     Exhibit 10(e)(ix)(e) to Silverado's  Registration Statement on Form 10, No.
     0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984.

(vii) Smith Creek Property

     (a)  Purchase  and Sales  Agreement  -  Mickelson  / Anderson  /  Silverado
     (08/20/93)  is  incorporated  by  reference  to Exhibit  10(vii)(a)  to the
     Registrants  Report on Form 10-K for the  fiscal  year ended  November  30,
     1993.

(viii) Mary's Bench Property

     (a)  Purchase  and Sales  Agreement  - Dionne / Dionne / Deveny / Silverado
     (09/21/93)  is  incorporated  by  reference to Exhibit  10(viii)(a)  to the
     Registrants  Report on Form 10-K for the  fiscal  year ended  November  30,
     1993.

<PAGE>

(ix) Marshall Dome Property

     Agreement  for Purchase  and Sale - Raymond  Moore / "BJ" Hall / Silverado,
     dated  October  9, 1995 is  incorporated  herein by  reference  to  Exhibit
     (10)(ix) to the  Registrants  Report on Form 10-K for the fiscal year ended
     November 30, 1995.

(x)  Hammond Property

     Lease of Mining Claims with Option to Purchase - Alaska Mining Company Inc.
     ("ALMINCO")  /  Silverado,  dated  February  3, 1995,  is  incorporated  by
     reference to Exhibit (10)(x) to the Registrants Report on Form 10-K for the
     fiscal year ended November 30, 1995.

(11) Statement Re Computation of Per Share Earnings

     The computation of per share net earnings/loss as described in Note 1(h) to
     the  financial  statements  set  forth in Item 8 of this  report is by this
     reference incorporated herein.

(21) Subsidiaries of Registrant

     The  information  required  in Exhibit 21 is set forth in Item 1(a) of this
     report and by this reference incorporated herein.

(23) Consents of Experts and Counsel

     (a) Consent of KPMG,  formerly known as "KPMG Peat Marwick  Thorne",  filed
     herewith.

     (b) Consent of KPMG, formerly known as "KPMG Peat Marwick Thorne" regarding
     Form S-8, filed herewith.


<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                        February 25, 1998
------------------------------------------- ------------------------
Garry L. Anselmo                            Date
Chairman of the Board of Directors

/s/ James F. Dixon                          February 25, 1998
------------------------------------------- ------------------------
James F. Dixon                              Date
Director

/s/ K. Maxwell Fleming                       February 25, 1998
-------------------------------------------- ------------------------
K. Maxwell Fleming                           Date
Director


<PAGE>


                                   SIGNATURES



PURSUANT to the  requirements  of Section 1 of 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.


By /s/ G. L. Anselmo                         March 16, 1998
   ------------------                        ------------------
    G. L. Anselmo, Chairman                  Date
    Chief Financial Officer



<PAGE>





                                 EXHIBITS INDEX

                            SILVERADO GOLD MINES LTD.

                     Exhibits Filed with Report on Form 10-K
                       Fiscal year ended November 30, 1997





     Exhibit (10(b))  Operating  Agreement  between Silverado and Tri-Con Mining
     Ltd.

     Exhibit  (10(c))  Purchase  Agreement  between  Silverado  and Alaska  Gold
     Company.

     Exhibit (23(a)) Consent of KPMG.

     Exhibit (23(b)) Consent of KPMG regarding Form S-8.