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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSBAmendment No. 1

(Mark One)

x Annual Report
  Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the fiscal year ended NOVEMBER 30, 2003

 ̈ Transition Report
  Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 0-12132

SILVERADO GOLD MINES LTD.(Name of small business issuer in its charter)

|British Columbia, Canada                                       | 98-0045034                     
|-------------------------------------------------------------- | -------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification
|                                                               | No.)                           
|                                                               |                                
|Suite 505, 1111 West Georgia Street                            |                                
|Vancouver, British Columbia, Canada                            | V6E 4M3                        
|(Address of principal executive offices)                       | (Zip Code)                     

(604) 689-1535Issuer's telephone number

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

Securities registered under Section 12(g) of the Exchange Act:

COMMON SHARES, NO PAR VALUE

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

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB. x

State issuer's revenues for its most recent fiscal year $NIL

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.) $14,107,219
  as of October 18, 2004

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. 209,134,587
  common shares, no par value outstanding as of October 18, 2004.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ No x

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EXPLANATORY NOTE

This Amendment No. 1 (Amendment No. 1) to the
  Annual Report on Form 10-KSB for the year ended November 30, 2003, as filed
  with the SEC on March 14, 2004 (the Original Form 10-KSB), amends
  and restates in their entirety Items 1, 2, 6, 7, 9 and 13 of the Original Form
  10-KSB and our audited financial statements for the year ended November 30,
  2003 included with Item 7 of the Original Form 10-KSB. This Amendment No. 1
  does not amend any other information included in the Original Form 10-KSB.

We have revised the Original Form 10-KSB in order to update
  the disclosure regarding our Alaska mineral properties in accordance with current
  disclosure standards. We have provided disclosure regarding our mineral resources
  in accordance with the standards prescribed by the recently adopted Canadian
  National Instrument 43-101  Standards of Disclosure for Mineral Projects
  (NI 43-101). This disclosure is based on the results of a technical
  report prepared by J.W. Murton and Associates, J.W. Murton P. Eng. in accordance
  with the requirements of NI 43-101. Mr. Murton is a qualified person
  under NI 43-101 who is independent of Silverado. This technical report is referred
  to in this Amendment No. 1 as the B.C. Technical Report. The Company has filed
  the B.C. Technical Report with the British Columbia Securities Commission. Investors
  may view the B.C. Technical Report at the SEDAR web site at www.sedar.com. (the
  BC Technical Report). U.S. Investors are cautioned that the United
  States Securities Commission does not recognize the terms indicated resources
  and inferred resources, as more particularly discussed below in
  Item 2 of this Form 10-KSB  Description of Properties.

ITEM 1.     DESCRIPTION OF BUSINESS.

FORWARD-LOOKING STATEMENTS

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

INTRODUCTION

We are engaged in the acquisition and exploration of mineral
  properties in the State of Alaska. Our primary focus is the exploration of our
  Nolan Gold Project, located 175 miles north of Fairbanks, Alaska. Our plan of
  operations is to carry out exploration and gold recovery activities at the Nolan
  Gold Project.

We are also seeking financing to enable us to proceed with
  the construction of a commercial test facility to establish the viability of
  the production of low-rank coal-water fuel as a replacement for oil fired boilers
  and utility generators. There is no assurance that we will be able to obtain
  any financing for this project.

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CORPORATE ORGANIZATION

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

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

MINERAL EXPLORATION BUSINESS

We hold interests in four groups of mineral properties in Alaska, as described
  below:

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

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

Our plan of operations for each of our groups of mineral properties is discussed below:

1. The Nolan Gold Project

Our primary area of exploration interest is the Nolan Gold
  Project. The properties comprising the Nolan Gold Project and our exploration
  activities at the Nolan Gold Project are discussed in detail under the heading
  Description of Properties in this annual report.

Our plan of operation is to continue exploration programs
  at the Nolan Gold Project with the objective of achieving gold recoveries as
  we undertake our exploration activities. Our exploration activities are directed
  at the definition of placer gold targets and location of the lode source of
  the Nolan placer gold deposits. The main focus of our current exploration activities
  is placer gold. Placer gold is gold that has been separated from
  its host rock and is often re-concentrated in beds of old streams and rivers.
  Placer gold will occur in both nugget form and in fine gold form. Our most recent
  areas of interest for placer exploration include areas that we refer to as Mary's
  Bench East, the Nolan Deep Channel and the Swede Channel. Our exploration for
  lode gold is presently focused on the mid to north end of an area that we refer
  to as the Solomon Shear Trend.

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Our recent exploration activities have included completion
  of the initial year of a three year gold recovery plan for the Nolan Gold Project.
  We commenced this three year gold recovery plan in 2002 and have since suspended
  this gold recovery plan, as discussed below. This gold recovery plan involved
  underground gold recovery activities of the ancient riverbed underlying the
  current Nolan Creek that we refer to as the Nolan Deep Channel. We encountered
  sever water problems as we carried out our gold recovery plan at the Nolan Deep
  Channel in winter 2002/2003 due to record warm weather temperatures during this
  winter season. As a result of these severe water problems, our recoveries of
  gold bearing gravel material and our recoveries of gold from the recovered material
  were both significantly less than projected, as discussed in this annual report
  under the heading Description of Properties  Nolan Gold Project.
  As a result, we have presently suspended our gold recovery activities on the
  Nolan Deep Channel. We have determined to proceed with gold recovery activities
  on the elevated benches above Nolan Creek, rather than continuing with gold
  recovery activities on the Nolan Deep Channel, as the elevated benches are less
  prone to the severe water problems that we encountered at the Nolan Deep Channel
  in winter 2002/2003. We believe that further drilling on the Nolan Deep Channel
  is warranted prior to re-commencing gold recovery activities at the Nolan Deep
  Channel in order to better delineate areas targeted for gold recovery activities
  while minimizing inflow water problems.

We refer to our activities at the Nolan Gold Project as gold
  recovery activities, rather than mining or development activities, as our activities
  at the Nolan Gold Project are exploration stage activities, notwithstanding
  that our activities include activities targeted at recovering gold from the
  placer deposits located on the Nolan Gold Project. There is no assurance that
  a commercially viable mineral deposit exists on the Nolan Gold Project. Further
  exploration will be required before a final evaluation as to the economic and
  legal feasibility of mining of the Nolan Gold Project is determined. There is
  no assurance that further exploration will result in a final evaluation that
  a commercially viable mineral deposit exists on the Nolan Gold Project.

2. Ester Dome Property

The properties comprising our Ester Dome gold project are
  discussed in detail under the heading Description of Properties in this annual
  report. We are presently not undertaking any exploration activities on the Ester
  Dome Gold Project. However, we have commissioned a technical report that will
  include the Ester Dome Gold Project in order to update and consolidate our technical
  information on the Ester Dome Gold Project.

We plan to convert the Grant mine mill located on the Ester
  Dome properties into a research and development facility for the low-rank coal-water
  fuel business, as discussed below.

3. Hammond Property

The properties comprising our Hammond property are discussed
  in detail under the heading Description of Properties in this annual report.
  We are presently not undertaking any exploration activities on the Hammond property.
  This property is also referred to as the Slisco Bench property.

4. Eagle Creek Property

The properties comprising our Eagle Creek property are discussed
  in detail under the heading Description of Properties in this annual report.
  We are presently not undertaking any exploration activities on the Eagle Creek
  property.

LOW-RANK COAL-WATER FUEL BUSINESS

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

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

Our objective is to establish the commercial viability of
  the low-rank coal-water fuel technology by adapting our Grant Mill located on
  the Ester Dome property into a commercial-scale demonstration facility for producing
  and testing LRCWF. The estimated cost of a three-year demonstration project
  is $20,000,000. In order to achieve the financing necessary to proceed with
  the demonstration project, we applied to the United States Department of Energy
  (DOE) under the first solicitation of their Clean Coal Power Initiative on July
  30, 2002 for a 50:50 cost share funding. Seven out of the eight successful applications
  in the first phase of awards that was announced in January 2003 were awarded
  to organizations affiliated with large utilities. Our application was not selected.

Based on news from the Department of Energy (DOE) we have
  determined not to submit a proposal to the DOEs second solicitation under
  the Clean Coal Initiative this September 2004. We had hoped that the second
  round of solicitations, known as the CCP12 solicitation, would broaden the scope
  of the demonstration objectives. This did not occur and in fact the primary
  project objectives for this second round of solicitations has an even narrower
  focus, namely technology advancements for gasification-based electricity
  production, advanced mercury control, and sequestration and sequestration-readiness.
  We are continuing work to gain alternate funding through the US Government and
  through private sources for this project. There is no assurance that we will
  obtaining any funding.

From time to time as conditions or funds warrant, we may re-evaluate our development programs in response to changing economic or environmental conditions. Such a re-evaluation may result in us not pursuing the commercialization of the low-rank
coal-water fuel technology or the construction of a demonstration facility.

GOVERNMENT REGULATION

Our Nolan Gold Project is comprised of non-patented federal
  mining claims located on federal land managed by the U.S. Bureau of Land Management.
  Mining and gold recovery activities on the Nolan Gold Project must be carried
  out in accordance with a permit issued by the Bureau of Land Management. Gold
  recovery activities on the Nolan Gold Project are currently being carried out
  under a permit approved by the Bureau of Land Management under a 2002 to 2005
  plan of operations for gold recovery activity submitted by us to the Bureau
  of Land Management. Permit applications are submitted under a tri-agency application,
  and are reviewed by agencies of the State of Alaska government, including the
  Department of Natural Resources, the Department of Environmental Conservation,
  and Fish and Game. We post a reclamation bond annually in an amount required
  by the State of Alaska for each acre of proposed disturbance exceeding reclaimed
  acreage in a permit period. Presently, we have posted the appropriate bonding,
  and as a matter of company policy, endeavour to reclaim disturbed areas to equal
  or exceed any new disturbance. Our current reclamation bond is approximately
  $20,294 (was $20,800), of which $6,412 (was $8,700) is refundable.

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In addition to the federal permit, we also hold U.S. Environmental
  Protection Agency water discharge permits for wastewater discharges, which must
  be monitored and kept in compliance with EPA permit conditions for turbidity,
  suspended solids, and heavy metals. We submit Discharge Monitoring reports annually
  to the EPA. Nolan Creek is one of two waterways in the State of Alaska classified
  as primary industrial usage. Classification of a waterway for industrial usage
  does not relieve us from the obligations of the Clean Water Act but serve to
  place industry ahead of other potential uses for the Nolan Creek area.

We maintain a closed-circuit zero-discharge operation at our
  Nolan operations.

The U.S. Army Corps of Engineers also reviews permit applications
  for wetland determinations. The Nolan Deep Channel Project is not located in
  wetlands, although we report annually to the ACOE on activities.

Our exploration and gold recovery activities are regulated
  by Mine Safety Health Administration (MSHA). MSHA inspectors periodically visit
  our project to monitor health and safety for the workers, and to inspect equipment
  and installations for code requirements. All of our workers have completed MSHA
  safety training and must take refresher courses annually when working on our
  project. A safety officer for the project is also on site.

Other regulatory requirements monitor the following:

| | a. | Explosives and explosives handling.               
| | -- | --------------------------------------------------
| | b. | Use and occupancy of site structures.             
| | c. | Hazardous materials and waste disposal.           
| | d. | State Historic site preservation.                 
| | e. | Archaeological and paleontological finds.         
| | f. | Transportation and storage of hazardous materials.

COMPETITION

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

EMPLOYEES

We do not have any employees. Our operating and administrative
  activities are carried out through our agreement with the Tri-Con Mining Group.
  This relationship is explained in detail under the section of this annual report
  entitled Certain Relationships and Related Transactions.

RESEARCH AND DEVELOPMENT EXPENDITURES

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

|                         | November 30, 2002    |  | November 30, 2001    | 
|------------------------ | -------------------- |  | -------------------- | 
|                         | to November 30, 2003 |  | to November 30, 2002 | 
|Research and Development |                      |  |                      | 
|Expenditures:            | $148,465             |  | $256,954             | 

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Research and development activities were primarily attributable
  to the pursuit of the development of our Low-Rank Coal-Water Fuel business.
  During 2003, the majority of the research and development costs attributable
  to the low-rank coal-water fuel technology related to the preparation and presentation
  of our application to the Department of Energy for a grant.

RISK FACTORS

We face risks in completing our exploration plans and achieving
  revenues. The following risks are material risks that we face. We also faces
  the risks identified elsewhere in this Annual Report, including those risks
  identified under Item 1 - Description of Business and Item 6 - Management Discussion
  and Analysis or Plan of Operation. If any of these risks occur, our business,
  our ability to achieve revenues, our ability to produce gold, our operating
  results and our financial condition could be seriously harmed.

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

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

As we have a working capital deficit and we have not reported
  revenues in our last two fiscal years there is no assurance that we will be
  able to achieve the financing necessary to enable us to proceed with our exploration
  and gold recovery activities.

We had a working capital deficiency of $1,199,776 as of August
  31, 2004. We did not report revenues in our last two fiscal years ended November
  30, 2003 or 2002 or our nine months ended August 31, 2004. Our plan of operations
  calls for substantial expenditures of $2,400,000 to be incurred by us over the
  next twelve months in order to continue exploration activities at the Nolan
  Gold Project and to pursue gold recovery activities on our mineral properties.
  While we will apply proceeds from gold sales generated from our gold recovery
  activities to cover these expenditures, we anticipate that proceeds from gold
  sales over the next twelve months will not exceed our projected expenditures
  during this period with the result that we will require substantial financing
  in order for us to pursue our plan of operations. If we do not achieve the necessary
  financing, then we will not be able to proceed with our planned exploration
  and gold recovery activities and our financial condition, business prospects
  and results of operations will be materially adversely affected.

As we have not established that there are any commercially
  viable mineral deposits on our Nolan property and we have not established commercially
  viable operations on the Nolan Gold Project, there is no assurance that our
  gold recovery activities on the Nolan Gold Project will be profitable.

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

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If we are unable to achieve predicted gold recoveries from
  our Nolan Gold Project, then our financial condition and our revenues will be
  adversely affected.

We plan to undertake gold recovery activities on the Marys
  Bench East and Treasure Chest area in the elevated channels of the Nolan Gold
  Project. We are currently planning to begin gold recovery activities on the
  Marys Bench East this fall and expanding on the Swede portion of this
  area through the winter, subject to our achieving sufficient financing. Our
  gold recovery activities will be carried out based on the results of geological
  exploration we have conducted which has predicted a recovery rate of gold per
  volume of material recovered. There is no assurance that actual recoveries of
  gold from material mined will equal the gold recoveries predicted as a result
  of our geological exploration. If gold recoveries are less than projected, then
  our gold sales will be less than anticipated and may not equal or exceed the
  cost of exploration and recovery in which case our operating results and financial
  conditions will be adversely affected.

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

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

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

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

If costs of gold recovery at our Nolan Gold Project are higher than anticipated,
  then our profitability will be adversely affected.

We have proceeded with gold recovery activities on the Nolan
  Gold Project on the basis of estimated capital and operating costs. If capital
  and operating costs are greater than anticipated, then cash flows from the gold
  recovery activities at the Nolan Gold Project will be adversely affected. These
  reduced cash flows will cause us to have less funds for other expenses, such
  as administrative and overhead expenses and exploration of our other mineral
  properties and further gold recovery activities on the Nolan Gold Project.

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If our exploration costs are higher than anticipated, then our profitability will be adversely affected.

We are currently proceeding with exploration of our mineral
  properties on the basis of estimated exploration costs. This exploration program
  includes drilling programs at various locations within the Nolan Gold Project.
  If our exploration costs are greater than anticipated, then we will have less
  funds for other expenses, such as expenses associated with exploration of the
  Nolan Gold Project. If higher exploration costs reduce the amount of funds available
  for recoveries of gold through gold recovery activities, then our ability to
  achieve sales from gold recovery activities will be adversely affected and our
  losses will increase. Factors that could cause exploration costs to increase
  are: adverse weather conditions, difficult terrain and shortages of qualified
  personnel.

Exploration, gold recovery and operating activities are inherently hazardous.

Mineral exploration and gold recovery activities involve many
  risks that even a combination of experience, knowledge and careful evaluation
  may not be able to overcome. Operations that we undertake will be subject to
  all the hazards and risks normally incidental to exploration and recovery of
  gold and other metals, any of which could result in work stoppages, damage to
  property and possible environmental damage. The nature of these risks are such
  that liabilities might result in us being forced to incur significant costs
  that could have a material adverse effect on our financial condition and business
  prospects.

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

This annual report discusses our mineral resources in accordance
  with Canadian National Instrument 43-101, as discussed under the section of
  this annual report entitled Description of Properties. Resources
  are classified as measured resources, indicated resources
  and inferred resources under NI 43-101. However, U.S. investors
  are cautioned that the United States Securities and Exchange Commission does
  not recognized these resource classifications. There is no assurance that any
  of our mineral resources will be converted into reserves under the disclosure
  standards of the United States Securities and Exchange Commission.

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

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

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

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

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As we have not reported revenues in recent fiscal periods,
  there is no assurance that we will be able to continue as a going concern.

Our financial statements included with this Annual Report
  for the year ended November 30, 2003 have been prepared assuming that we will
  continue as a going concern. Our auditors have made reference to the substantial
  doubt as to our ability to continue as a going concern in their audit report
  on our audited financial statements for the year ended November 30, 2003. If
  we are not able to achieve revenues, then we may not be able to continue as
  a going concern and our financial condition and business prospects will be adversely
  affected.

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

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

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

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

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

Our business venture into the low rank coal water fuel technology
  business is at a very early stage and is subject to a high risk of failure.
  The low rank coal water fuel technology has not been proven by us to be a commercially
  viable fuel alternative. In order to establish commercial viability, we will
  have to undertake the construction and operation of the contemplated demonstration
  facility. The construction of the demonstration facility would cost approximately
  $20 million. Even if the demonstration facility were constructed and operational,
  there is no assurance that the commercial viability of this process would be
  established or that we would be able to expand the facility into a commercially
  viable operation or to generate revenues from this technology. We are pursuing
  funding from the United States federal government to fund the construction of
  the demonstration facility. There is no assurance that we will succeed in obtaining
  government funding for this project. Even if funding is obtained and the demonstration
  facility constructed, there is no assurance that we would be able to generate
  profits or revenues from the operation of the demonstration facility.

ITEM 2.     DESCRIPTION OF PROPERTIES.

Our head office is located at Suite 505, 1111 West Georgia
  Street, Vancouver, British Columbia, Canada V6E 4M3. These premises are comprised
  of approximately 4,549 square feet and are leased for a term expiring in February
  2007.

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

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

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NOLAN GOLD PROJECT

1. Location and Access

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

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

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



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2. Ownership Interest

The Nolan properties are comprised of four non-continuous
  groups of 213 federal unpatented placer claims and one group of 67 federal unpatented
  lode claims. There has been no legal survey on any of the claims. These groups
  of properties are described as follows:

(a) Nolan Gold Project:

The Nolan Gold Project includes 198 contiguous claims plus
  a second group of 8 continuous claims lying about 1⁄2 mile to the east
  of the main block. Silverado Green Fuel is the registered owner of all 206 placer
  claims. The Nolan Gold Project includes the claims referred to as the Nolan
  placer claims, which include the Nolan Deep Channel, the Smith Creek, the Thomsons
  Pup and the Marys Bench claims.

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

Seven claims of the Smith Creek property are in two small
  groups, on Marion and Clara Creeks, 11 and 12 miles south-southeast of the Nolan
  Project. These claims are presently inactive.

(b) Nolan Lode:

The Nolan Lode claims are comprised of 67 unpatented federal
  lode claims. Ownership of these federal lode claims is in the name of Silverado
  Green Fuel.

3. History of Operations

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

We first began acquiring placer claims on Nolan Creek in 1979
  with the first mining starting that year. During the first 8 years, approximately
  2,400 oz. of gold were recovered by us and lessees from surface operations on
  Archibald Creek and Fay Creek. During the subsequent 5 years up to 1992, we
  concentrated on reclamation, exploration and limited development. Surface and
  underground operations were carried out during 1993 - 2000 on Thompson Pup plus
  a number of the upper left limit benches on Nolan Creek, namely Marys
  Bench, Eureka Bench, Dolney Bench, Workmans Bench, West Block and Swede
  Channel. Up to the end of 2000, we had recovered an additional 15,656 oz. of
  gold for a total of 18,056 oz. of placer gold from both surface and underground
  operations. Recent gold recovery activity in 2002 - 2003 has increased the total
  ounces of gold produced to 18,507 oz.

The following table summarizes gold production and gold recoveries by year from the Nolan properties since 1980.

|YEAR    | STATUS OF
      OPERATIONS                    | NATURE OF
      OPERATIONS | LOCATION                    | BCY
      MINED | Tr.Oz.GOLD
      RECOVERED | RECOVERED
      GRADE 
      OZ/BCY
|------- | --------------------------------------------- | -------------------------- | --------------------------- | --------------- | -------------------------- | -----------------------------------
|1980-88 | Gold Recovery
      During 
      Exploration |                            | Archibald /
      Fay Creek | 40,000est       | 2,400*                     | 0.060est                           
|1993    | Production                                    |                            | Thompson
      Pup          | 33,800          | 1,304                      | 0.038                              

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|YEAR   | STATUS OF
      OPERATIONS                    | NATURE OF
      OPERATIONS                                                                                                                                       | LOCATION                                                                  | BCY
      MINED | Tr.Oz.GOLD
      RECOVERED | RECOVERED
      GRADE 
      OZ/BCY
|------ | --------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------- | -------------------------- | -----------------------------------
|1994   | Production                                    | Underground
      Operations                                                                                                                                     | Marys
      Bench 
      Underground                                     | 16,143          | 2,697                      | 0.167                              
|1994   | Production                                    | Surface
      Operations                                                                                                                                         | Eureka
      Bench Open 
      Cut                                        | 29,300          | 5,733                      | 0.196                              
|1995   | Production                                    | Surface
      Operations                                                                                                                                         | Phase 3
      Open Cut                                                    | 22,285          | 2,394                      | 0.107                              
|1995   | Production                                    | Underground
      Operations                                                                                                                                     | 3B1
      Underground                                                     | 12,991          | 1,006                      | 0.077                              
|1995   | Production                                    | Surface
      Operations                                                                                                                                         | West Block
      OpenCut                                                  | 18,988          | 1,305                      | 0.069                              
|1995   | Production                                    | Surface
      Operations                                                                                                                                         | Marys
      Bench hydraulic                                              | 600             | 27                         | 0.045                              
|1996   | Gold Recovery
      During 
      Exploration | Surface
      Operations                                                                                                                                         | Dolney
      Bench 
      Surface                                         | 5,042           | 126                        | 0.025                              
|1998   | Gold Recovery
      During 
      Exploration | Surface
      Operations                                                                                                                                         | Archibald
      Creek 
      Surface                                      | 5,947           | 128                        | 0.022                              
|1999   | Gold Recovery
      During 
      Exploration | Underground
      Operations                                                                                                                                     | Swede
      Channel 
      Underground                                    | 4,575           | 623                        | 0.136                              
|1999   | Gold Recovery
      During 
      Exploration | Surface
      Operations                                                                                                                                         | Workmans
      Bench Open 
      Cut                                      | 5,580           | 112                        | 0.020                              
|2000   | Gold Recovery
      During 
      Exploration | Surface
      Operations                                                                                                                                         | Workmans
      Bench Open 
      Cut                                      | 14,919          | 201                        | 0.013                              
|2003   | Gold Recovery
      During 
      Exploration | Underground
      Operations for 
      Nolan Deep 
      Channel; 
      Surface 
      Operations for 
      Wooll Bench, 
      Mary's Bench 
      and other | Nolan Deep
      Channel, 
      Wooll, 
      Marys 
      Bench, Other | 30,279          | 451                        | 0.015                              
|TOTALS |                                               |                                                                                                                                                                  |                                                                           | 240,449         | 18,507                     | 0.077                              

*Includes 1,320 ounces produced by lessee.

Gold recovery activities were suspended during 2001 but underground
  exploration started again in 2002 with the driving of the Nolan Deep Channel
  decline. This work involved driving three decline entries to access the Nolan
  deep channel and a total of 3,340 of exploration work was completed during
  the winter season of 2002  2003. A portion of this exploration work took
  place within the targeted deep gold

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bearing channel and this material was stockpiled on surface
  for summer washing. A limited amount of stoping from underground, (about 200
  bank cubic yards) took place before the underground portion had to be closed
  down on April 3, because of warming weather. An extremely warm winter season
  (the warmest in 100 years) caused a number of logistical problems which slowed
  down production from underground, and in the late spring of 2003, Nolan Creek
  breached the underground workings and flooded all workings. In total, 19,489
  loose cubic yards were stockpiled on surface.

We had projected that we would excavate a targeted zone of
  approximately 168,000 square feet of bedrock in our operations at the Nolan
  Deep Channel during the 2002/ 2003 winter season. We had projected that this
  material would contain approximately 21,480 ounces of gold based on our geological
  exploration of the Nolan Deep Channel. As a result of the water problems associated
  with unseasonably warm temperatures during the 2002/ 2003 winter, we excavated
  only 31,000 bedrock square feet of material from the Nolan Deep Channel operations
  from which we have recovered 308.7 ounces of gold. Only a portion of this 31,000
  bedrock square feet of material included the targeted zone of 168,000 bedrock
  square feet. The balance was comprised of material excavated as part of the
  construction of haulage tunnels and underground storage areas which was not
  part of the targeted zone. This bedrock material translated into 19,489 loose
  cubic yards of gravel material which was processed in our gold recovery facility.
  We recovered 220 ounces of gold from recovery operations at our Nolan gold recovery
  facility. These gold recoveries do not include any gold that may remain in two
  tons of concentrates from the processing of the gravel through our gold recovery
  facility. The concentrates have undergone the first phase of processing to recover
  88.7 ounces of gold. The concentrates will have to undergo further processing
  for complete gold recovery. There is no assurance that there is any gold remaining
  in the concentrate material.

During the summer season of 2003, approximately 39,363 loose
  cubic yards were processed. This included 19,489 loose cubic yards of gravel
  from the underground work and an additional 19,874 loose cubic yards of gravel
  recovered from surface locations, namely Wooll Bench, Marys Bench and
  upper Nolan Creek.

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

We have spent approximately $26,000,000 over the last 18 years
  acquiring, exploring and undertaking gold recovery activities and test exploration
  on the Nolan Gold Project. To May 8, 2004, we had completed a total of 682 drill
  holes and 41,295 feet of drilling. About 219 of those drill holes were completed
  along the frozen gold bearing deep channel of the Nolan Creek known as the Nolan
  Deep Channel. We have also completed 9 drill holes and 2020 feet of drilling
  while testing lode sources of the placer gold on the Solomon Shear Trend.

Exploration and Gold Recovery Activities at the Nolan Gold Project

We received an engineers report in the summer of 2002
  that outlined a three year plan to recover gold from the Nolan Deep Channel
  through underground exploration. The Nolan Deep Channel is an underground frozen
  river bed located approximately 55 to 200 feet beneath the existing Nolan Creek.
  The Nolan Deep Channel stretches for about 2.5 miles, beginning at the confluence
  of the existing Fay and Nolan creeks and continues downstream to the confluence
  of the Nolan Creek and the Wiseman Creek. Our strategy for gold recovery activities
  from exploration of the Nolan Deep Channel is to drill and blast frozen gold
  bearing gravels. Operations on the Nolan Deep Channel mine are underground and
  are accessed using decline tunnels. The frozen gravel is then transported to
  the surface using specially designed underground haulers and stockpiled. The
  blasted frozen gold bearing material is later thawed for gravity concentrating
  of the gold present in the material.

We determined to proceed with this plan and we completed the
  necessary work that has enabled us to start processing material for recovery
  of gold in the summer of 2003. Our activity at the Nolan Gold Project during
  the 2002/ 2003 season included exploration of surface placer sources, wash plant
  acquisition, construction and operation to recover placer gold from mined sources,
  exploration efforts, and reclamation. Additionally, we undertook camp upgrading
  to provide improved living quarters for the crew. Specifically, we continued
  with exploration of the underground Nolan Deep Channel as well as surface

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exploration of Marys Bench and Wooll Bench. Additionally,
  we commenced an exploration drilling program of the upper Nolan Creek and the
  "Treasure Chest" zone in the fall of 2003.

On September 1, 2002 we hired a professional engineer to act
  as project manager for both our exploration and gold recovery activities during
  the 2002/ 2003 season. We began mobilization for gold recovery operations on
  the Nolan Deep Channel in September 2002. We acquired operations equipment with
  a value in excess of $1,700,000, by both purchase and lease, which was necessary
  to begin operations. The exploration equipment included two mini-bore jumbo
  drills, three DUX underground haulage trucks, Caterpillar tractor/dozer, grader
  and front end loader equipment, two underground loaders and various compressor,
  light-plant, generator and utility equipment. Our exploration camp at the Nolan
  Gold Project was upgraded in order that gold recovery activities could resume.
  Our upgrading efforts included the purchase and installation of a ten-room housing
  unit, the construction of an engineering office, the upgrade of laboratory facilities
  and the installation of up-graded communications facilities.

On November 1, 2002, we commenced underground gold recovery
  activities in the Nolan Deep Channel. Our construction of the B
  and C decline tunnels in the Nolan Deep Channel was completed as
  planned, however, the construction of the A decline tunnel was not
  completed due to unseasonably warm temperatures encountered during the winter
  of 2002/ 2003. Warm temperatures resulted in the presence of high volumes of
  water and instability which forced the abandonment of our efforts to construct
  the A decline tunnel. While similar conditions were encountered
  in the B and C decline tunnels, operations were able
  to proceed by pumping infiltration water to the surface and by the installation
  of a ventilation shaft to improve air circulation. We constructed an underground
  tunnel between the B and C decline tunnels, as planned,
  although this connection was completed behind schedule due to water problems.
  Once the connection was made we continued to mine gravel on a round-the-clock
  basis in order to extract as much gravel as possible. Our gold recovery activities
  continued until April 2, 2003 when spring temperatures forced underground operations
  to cease. Warm temperatures had an adverse impact on our gold recovery operations
  on the Nolan Deep Channel due to its nature as a frozen river bed. Operational
  problems associated with warm weather during the winter of 2002/ 2003 caused
  our costs to increase over projected costs and our recovery of gold bearing
  material to be significantly less than projected. As a result of these operational
  problems, we were not able to recover gravel from the zone between the A
  and B decline tunnels.

In summer/ fall of 2003 we began surface gold recovery operations
  on the Marys Bench and Wooll Bench regions of the Nolan Gold Project.
  The Marys Bench and Wool Bench are two of a series of elevated gravel
  benches located above the elevation of the Nolan Creek on a hill known as the
  Smith Dome. Gravel material that was extracted by our surface exploration activities
  was processed at our gold recovery facility in order to recover gold present
  in the gravel material.

Improvements to our camp, shop and infrastructure were required
  to accommodate the long-term and expanded work force. Our camp population was
  an average of 25 persons but peaked at over 30 employees during the past operating
  year. Anticipation of this work force required that we make substantial improvement
  to the living quarters at Nolan Creek. The living quarters are referred to as
  camp. We began improvements to the camp facility in September 2002 and continued
  through the end of the year. Improvements included adding sleeping rooms, an
  improved septic system, a shower/clothes washing facility, a recreation/ office
  complex, a power generation plant, a good communications system, an upgraded
  power distribution system, upgraded cafeteria to handle the increased crew requirements,
  and the addition of TV and internet capability. We also made improvements to
  the maintenance facility.

Nolan Gold Recovery Operations

The Nolan operations, including camp, building, machinery
  shops and related equipment, were constructed by us in the late 1980s.
  We upgraded the Nolan Exploration camp in 2002/ 2003 in order that gold recovery
  activities could resume. Our upgrading efforts included the purchase and installation
  of a ten-room housing unit, the construction of an engineering office, the upgrade
  of laboratory facilities and the installation of communications facilities.
  These buildings and equipment are in operating condition. Our camp is capable
  of housing 30 workers at present. In addition, we purchased vehicles, surface
  and underground exploration equipment including dump trucks and drills. The
  plant and equipment cost us

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$2,258,757 (The net book value of all equipment on the Nolan
  Placer property is currently $1,886,324). Power to the Nolan Placer property
  is provided by diesel powered generators located on site.

Our gold recovery facility is located adjacent to Nolan Creek
  near the confluence of the Nolan Creek and Archibald Creek. The gold recovery
  facility incorporates nugget traps, hydraulic riffles, classification and gravity
  concentration processes in order to recover gold. Our washing plant facility
  is able to recover both coarse gold nuggets and fine gold dust using a series
  of processing operations. Our facility is capable of operating at a 75 yard
  per hour process rate. The washing plant includes a vibrating grizzly for removal
  of over-size boulders. Gravel feed is screened and treated by a series of gold
  nugget traps and hydraulic riffles where larger gold nuggets are collected.
  All discharged material is then re-screened to a finer fraction, which is then
  processed through a series of water-pulsing jigs to remove fine
  gold, then sent to a high gravity centrifugal bowl concentrator to remove the
  ultra-fine gold or gold dust. The material left over from the centrifugal
  bowl concentrator is referred to by us as concentrate. Water supply
  and water treatment systems have been incorporated into the washing plant facility
  and settling ponds for optimizing water usage using a closed-circuit zero-discharge
  system in a clean, environmentally sound manner.

In summer 2003 we completed tuning of the new gold recovery
  circuitry that comprises the gold recovery facility. The tuning process was
  necessary so that each phase of the gold recovery operation operate at optimal
  performance in order to maximize gold recovery and operating efficiency. Once
  our gold recovery facility was operational the processing of ore that was stock-piled
  during our winter exploration activities commenced. Our recovery operations
  were targeted at recovering both fine gold and course gold from the gravel recovered
  from the Nolan Deep Channel. We began to recover gold in July 2003 and commenced
  sales of recovered gold in August 2003. As at November 30, 2003 we had recovered
  451 ounces of gold from the Nolan Gold Project during the summer recovery operations.
  We completed sales of gold in the amount of $100,976 during 2003. Gold sales
  resulting from our exploration activities have been applied against exploration
  costs. Sales of our gold nuggets averaged a price of $501 per ounce. We had
  254.5 ounces of gold in inventory as at November 30, 2003. The amount in our
  gold inventory is exclusive of any gold still present in the two tons of fine
  gold concentrates produced during our summer recovery operations after completion
  of the first phase of processing.

Our gold recovery operations continued through the summer
  of 2003 until late September 2003 when freeze-up forced recovery operations
  to be suspended. We recovered and processed a total of approximately 40,000
  loose cubic yards of gravel materials from our underground and surface gold
  recovery activities. Exploration problems associated with warm weather during
  the winter of 2002/ 2003 caused our production of material for gold recovery
  processing to be significantly less than projected.

We recovered a total of 220 ounces from the approximately
  20,000 loose cubic yards of gravel recovered from the Nolan Deep Channel. Two
  tons of concentrates resulted from the processing of the gravel through our
  gold recovery facility. The concentrates have undergone the first phase of processing
  to recover 88.7 ounces of gold. The concentrates will have to undergo further
  processing for complete gold recovery. There is no assurance there is any remaining
  gold content in the concentrates.

In summer/ fall of 2003 we began surface gold recovery operations
  on the Marys Bench and Wooll Bench regions of the Nolan Gold Project.
  We recovered approximately 20,000 loose cubic yards of gravel materials from
  surface gold recovery activities. We then processed those gravel materials at
  our gold recovery facility to recover 231 ounces of gold.

Planned Gold Recovery Activities

As a result of the water problems encountered with underground
  gold recovery activities, we have presently suspended our underground gold recovery
  activities on the Nolan Deep Channel. We have determined not to continue underground
  gold recovery activities at the Nolan Deep Channel until such time as we have
  completed further drilling on the Nolan Deep Channel in order to better delineate
  areas targeted for gold recovery while minimizing inflow water problems.

We have determined to proceed with gold recovery operations
  on the elevated benches above the Nolan Creek during the balance of the current
  year, rather than continuing with gold recovery operations from

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the Nolan Deep Channel, as the elevated benches are less prone
  to the severe water problems that we encountered at the Nolan Deep Channel.
  We also plan to continue exploration of our Nolan properties in order to identify
  additional targets within the Nolan gold project for gold recovery activities.

During the first half of 2004, we drilled and targeted the
  Marys Bench East and the Swede Channel areas of the Nolan Gold Project
  with the objective of determining our exploration plan for the 2004 summer and
  winter season. Based on our geological review of the results of our drilling
  program, we have determined to commence gold recovery operations on the gravel
  bench known as the Marys Bench East that is located approximately 200
  to 300 feet in elevation above the confluence of Nolan Creek and Archibald Creek.
  The results of our drilling program show a possible buried channel, which we
  believe may be an upstream portion of the previously mined Swede Channel. Our
  plan is to recover gold from the Marys Bench East placer deposit by underground
  gold recovery activities. Any gravel that is recovered as part of our exploration
  activities will be processed for gold recovery during the Spring and Summer
  of 2005.

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

Exploration Program Planned for Nolan during 2004

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

|1. | To identify surface placer deposits at our Nolan
        Gold Project that are prospective for gold recovery operations. In general,
        these deposits are located in benches that are ancient river beds and
        lakeshore deposits located above the present channel of Nolan Creek. These
        deposits include Marys Bench, Wooll Bench, Workmans Bench,
        Eureka Bench and Lower Nolan Bench. Marys Bench deposit was mined
        by us in 1995, the Eureka Bench was mined by us in 1994 and 1995 and the
        Workmans Bench was mined by us in 1999 and 2000. The objectives
        of our drilling program will include the determination of the nature and
        extent of areas of known bench deposits that are prospects for gold recovery
        operations and the identification of new bench deposits that may be prospects
        for gold recovery operations.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | To determine whether there is a potential lode deposit
        of gold located on the Nolan Gold Project which may be the source of the
        placer gold found on the Nolan Gold Project. A lode deposit of gold occurs
        when gold is present in its host rock and is differentiated from placer
        gold which is gold that has been removed from its host rock by the process
        of erosion. Our drill program will be part of our ongoing geologic and
        geophysical investigations to determine whether there is a lode source
        on the Nolan Gold project that is the source of our placer gold deposits.                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | To identify any placer deposits at the Slisco Bench
        deposit, which is located on our Hammond River property, that are prospective
        for gold recovery operations. The Slisco Bench deposit is approximately
        3 to 4 miles northeast of the Nolan Deep Channel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

We began an exploration program in early 2003 which was directed
  at improving our placer deposit definition and discovering potential lode sources
  of the placer gold. We hired a senior exploration geologist in early 2003 to
  move this objective forward. Our exploration efforts were comprised of the analysis
  of geophysical data, geochemical sampling, company records and analysis provided
  by government mineral investigation efforts/ publications as well as the exploration
  drilling of target areas. Our exploration program was comprised of trenching
  with heavy equipment and drilling of target areas.

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During the summer of 2003 we undertook the review of geological
  data available to us regarding the Nolan Gold Project. This geological data
  includes information that has been compiled over our 23 year history at the
  Nolan Gold Project and a five year resource assessment of the 11.6 million acre
  Koyukuk Mining District, in which the Nolan Gold Project is located, that was
  published by the United States Department of Interior in July 2002. The data
  reviewed included geology, geophysics, rock, soil and stream sediment geochemistry,
  drilling and trenching samples and results of areas mined. Based on this review,
  our geologists identified a north-east trending zone of mineralization, which
  is mineralized with gold and pathfinder elements such as arsenic and antimony.
  This zone of mineralization is located on Smith Creek Dome above the elevation
  of Nolan Creek and to the east of Nolan Creek. Based on this observed mineralization,
  our geologists recommended that we pursue an exploration program on the zone
  of mineralization in order to assess whether the mineralization is associated
  with a lode deposit of gold that may contribute to the placer accumulations
  of gold found on the Nolan Gold Project.

Currently we are undertaking the following activities as part
  of our exploration program on the Nolan Gold Project:

|1. | We have designed and planned a hard
        rock drilling program to be completed in connection with the exploration
        of the identified area of mineralization that may be a lode deposit of
        gold and mobilized a drill to the area of the identified mineralization.
        We plan to drill the identified mineralization in the coming months. The
        results will be used to assess whether further geological exploration
        and drilling of this area of identified mineralization is warranted. Even
        if results of the drilling program are positive, substantial and extensive
        geological exploration and drilling beyond the scope of the current drilling
        program will be necessary to establish whether any identified mineralization
        will support economic development and mining of the deposit. There is
        no assurance that the results of our current drilling program will be
        positive or that any economic lode deposit of gold is associated with
        this mineralization.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | In September 2003 we commenced a drilling
        program on the upper portion of the Nolan Deep Channel. We have completed
        a total of 29 drill holes to date. In the future the results of these
        drill holes will assist in our plan to surface mine the upper portion
        of the Nolan Deep Channel below the A tunnel decline and above
        the B tunnel decline, as discussed above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | We undertook a placer gold exploration
        drilling program during September and October of 2003 to define the upper
        Nolan Creek gold resource and to explore a part of the "Treasure Chest"
        zone. Additional infill drilling will need to be completed before an exploration
        decision for 2005 can be made. The Treasure Chest area was designated
        by our geological crew as applying to an area above Mary's Bench on the
        side of Smith Creek Dome. The area is a placer deposit target based on
        geological and geomorphologic interpretation. We drilled twenty-nine (29)
        holes on upper Nolan Creek and have now drilled 33 holes on the Treasure
        Chest area. The Treasure Chest is adjacent to and lies southeast of the
        Marys Bench deposit. The results of our drilling program have determined
        that the Treasure Chest bench contains sufficient gold to warrant further
        drilling in 2005.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | We also drilled 79 rotary drill holes
        in an area we labelled Marys Bench East. It lies just up hill from
        and adjoining Marys Bench. We believe exploration is warranted in
        this tract of land and we are working to reach a decision to do so by
        underground methods in the winter of 2004/ 2005. It includes what appears
        to be a portion of the previously identified Swede Channel.
        We have determined to proceed with underground exploration of the Marys
        Bench East deposit, however no gold will be recovered from this exploration
        activities until the summer of 2005 at the earliest.                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | We have plans to drill the areas of
        the lower Nolan Deep Channel and the Slisco Bench. The Slisco Bench is
        approximately 3 to 4 miles northeast of the Nolan Deep Channel. The purpose
        of our drill program would be to obtain the necessary geotechnical and
        engineering data to determine whether commencement of underground exploration
        of the gold bearing gravels of the Slisco Bench is warranted. Our ability
        to complete drilling at these locations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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will be dependent upon the amount of funds available
  for exploration and our exploration priorities.

Our exploration efforts at the Nolan Gold Project described
  above are to be conducted throughout the summer and winter of 2004 in order
  to identify targeted areas for exploration. Completion of these exploration
  efforts will include the following:

| | a. | Hiring of exploration geologists and drill technicians.                               
| | -- | --------------------------------------------------------------------------------------
| | b. | Hiring lab technicians.                                                               
| | c. | Retrofit and lab upgrades.                                                            
| | d. | Oversight by an independent Professional Mining
      Engineer or Certified Geologist.
| | e. | Contract drilling services.                                                           
| | f. | Outside laboratory analysis, specifically for
      lode gold.                        
| | g. | In-house and external review of results, including
      feasibility studies.         

Our facilities and infrastructure at the Nolan Gold Project
  are capable of supporting this project with a minimum of expansion. Our primary
  expenses will be labour and contract costs, including transportation, and on
  site support.

5. Geology

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

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

The valley bottoms and side hills are mantled by a heavy cover
  of glacial outwash and lake bottom sediments. Depth of overburden varies from
  a very few feet on the upper slopes to 10s to 100s of feet in the
  lower valley bottoms on the claims. Deeper areas of cover are permanently frozen.
  There have been four periods of glaciation on the Nolan properties and the placer
  gold distribution has been variously affected by the glaciation.

The placer deposits are of three types:

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

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

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Our geologist undertook a geophysical program analysis which
  identified a linear resistivity low that has been named the "Solomon Shear trend".
  The resistivity low is coincident with a geochemical anomaly for gold, antimony,
  arsenic and other indicator minerals. This anomaly trends parallel to Nolan
  Creek along the east side from south of Smith Creek into the Hammond River drainage.
  We will direct our 2003 - 2004 exploration program (now in progress) at exploring
  for mineralization of commercial significance along this zone.

6. Estimates of Indicated and Inferred Resources

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

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

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

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

In the B.C. Technical Report, Mr. Murton reported the following
  indicated and inferred resource estimates for the Nolan area properties. These
  resource estimates have been prepared in accordance with Canadian standards
  for reporting resources and reserves as set out in NI 43-101. BCY refers to
  bank cubic yards in the following table:

|Name                                    | Location                                                   | No. of Drill Holes | Volume     | Grade        | Category          
|--------------------------------------- | ---------------------------------------------------------- | ------------------ | ---------- | ------------ | ------------------
|D Block, #1 Below                       | On claim Discovery & #1 Below Discovery,
      Nolan Creek | 15                 | 11,100 BCY | 0.35 oz./BCY | Indicated Resource
|D Block #2 Below Discovery, Nolan Creek | On claim #2 BelowDiscovery, Nolan Creek                    | 11                 | 55,000 BCY | 0.04 oz./BCY | Indicated Resource
|3B3 Block                               | Nolan Creek below D Block #2                               | 12                 | 14,600 BCY | 0.1 oz /BCY  | Indicated Resource
|Wooll Bench                             | Right limit of Archibald Creek                             | 4                  | 26,000 BCY | 0.02 oz /BCY | Indicated Resource
|Swede Gulch                             | Left limit of Nolan Creek                                  | 5                  | 16,000 BCY | 0.13 oz/BCY  | Indicated Resource

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|Name                   | Location                                                            | No. of Drill Holes | Volume     | Grade       | Category          
|---------------------- | ------------------------------------------------------------------- | ------------------ | ---------- | ----------- | ------------------
|Smith Creek Camp       | Right limit of Smith Creek                                          | 5                  | 35,500 BCY | 0.03 oz/BCY | Indicated Resource
|Hammond / Slisco Bench | Right limit of Hammond River and right limit
      of Vermont Creek | 64                 | 42,800 BCY | 0.03 oz/BCY | Indicated Resource

|TOTAL INDICATED RESOURCE  NOLAN AREA PROPERTIES
|------------------------------------------------
|                                                
|BCY:                                            
|Grade:                                          
|                                                
|TOTAL INFERRED RESOURCE  NOLAN AREA PROPERTIES 
|                                                
|BCY:                                            
|Grade:                                          

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

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

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

HAMMOND PROPERTY (SLISCO BENCH)

1. Location and Access

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

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

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

2. Ownership Interest

Our Hammond Property consists of 24 federal placer claims
  and 36 federal lode claims covering one and one-half square miles. We entered
  into a lease of mining claims with option to purchase with Alaska

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Mining Company Inc. (Alminco) on December 14,
  1994. The original term of the Alminco agreement was for five years, subject
  to our right to extend the lease on a year to year basis. We have exercised
  our right to extend the term. Under the terms of the agreement, we have the
  exclusive right to carry out exploration on the Hammond mineral claims. We must
  pay Alminco a royalty equal to 10% of gross production from the Hammond claims,
  subject to a minimum royalty of $80,000 per year. We have the option to purchase
  those lode claims not covered by the placer claims for a price of $5,000,000,
  payable by the payment of a 2% royalty on all net smelter returns generated
  from production on these claims.

As of November 30, 2003, we were in arrears of required mineral
  property claims and option payments of $240,000 and therefore our rights to
  the property were adversely affected. We are currently in the process of attempting
  to re-negotiate the terms and conditions of the Alminco agreement with Alminco.
  Alminco has confirmed that our mineral claims and options are in good standing
  on the understanding we will use our best efforts to pay the minimum royalty
  payments, including the payments that are in arrears for the past three years,
  when business conditions permit, however there is no assurance that we will
  be able to successfully re-negotiate the terms and conditions of the Alminco
  agreement.

3. History of Operations

In 1993 we acquired the network of mining claims overlying
  the Slisco Bench gold-placer deposit. Since that time, we have conducted geological
  and drilling-oriented investigations on the property, and through those investigations,
  we have determined that a significant gold-placer deposit exists along the ancient
  buried high channel of the Hammond River. To date, we have completed 58 exploration
  drill holes on the Slisco Bench. While Slisco Bench has an indicated length
  of about 4500 feet, only about 1200 feet of the up-stream part of the bench
  were probed by our 1995 drilling program. The ancient river channel was located
  and found to contain placer gold similar to the gold nuggets which we have been
  targeting on the Nolan Creek claims. The channel is overlain by as much as 200
  feet of frozen overburden. Therefore, if sufficient values of gold per cubic
  yard can be verified, Slisco Bench may be a favourable location for us to develop
  underground gold recovery activities.

The Hammond River drainage has been the subject of intense
  exploration since the early 1900s. Poor exposures, difficult terrain,
  and deep overburden confronted the first explorers and early miners in the Hammond
  River region. Those miners who worked with persistence succeeded for the most
  part in developing small-scale projects constrained in scope by the inadequacies
  of their mechanical equipment, and the lack of technical knowledge and financial
  support. Nevertheless, because of the work done by these early explorers, the
  Hammond River has produced thousands of ounces of placer gold, including the
  second largest gold nugget ever discovered in Alaska  a nugget weighing
  more than 150 ounces.

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

At present, we are restricting work on the Hammond property
  to federal claims filings and maintenance. In the future we may design an exploration
  drill program to test the entire length of the Slisco Bench in order to determine
  the location of the ancient river channel and to analyze drill samples for their
  placer gold content. We presently estimate that up to several hundred drill
  holes would be necessary to fully define the location and gold values of this
  area. We presently believe that drilling should occur in two phases, the first
  phase designed to outline the presence of the ancient channel and determine
  approximate dimensions as well as tenor of the gold bearing gravels. The second
  phase of drilling will be at closer line intervals with tighter hold spacing,
  and would serve to provide the technical information required upon which a mining
  pre-feasibility study would be based.

There is no plant or equipment located on the Hammond property.
  Currently, there is no power supply to the Hammond property.

5. Geology

The primary area of geological interest on the Hammond Property
  is placer gold deposits that are similar to the placer gold deposits present
  on the adjoining Nolan Gold Project. Geologically, the Slisco Bench gold-placer
  deposit is a deeply buried, permanently frozen, ancient and now abandoned river
  channel of

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the Hammond River. Subsequent to the geologic processes that
  forced the Hammond River to abandon its channel at Slisco Bench, glacial and
  peri-glacial processes (processes acting upon permanently frozen terranes) buried
  the gold-bearing gravel of the Slisco deposit with as much as 230 feet of frozen
  sedimentary detritus. The deep thickness of frozen overburden identified probably
  prohibits the economical application of traditional open-pit methodologies.
  Underground placer gold recovery methods which we have utilized extensively
  would probably be used to remove the gold-bearing gravel.

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

6. Estimates of Indicated and Inferred Resources

The conclusions of the BC Technical Report regarding mineral
  resources on the Hammond Property are summarized above under the heading Nolan
  Gold Project  Estimates of Indicated and Inferred Resources.

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ESTER DOME PROJECT

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

1. Location and Access

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

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



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2. Ownership Interest

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

The total area of all claims equals approximately 2.5 square
  miles and all claims are valid until Sept.1, 2004. There has been no legal survey
  on the claims.

There are 3 separate agreements covering the above mentioned
  53 claims on the Ester Dome property.

a. Grant Mine

The 26 State mineral claims called the Grant Mine claims are
  covered by an option to purchase agreement with Mr. Roger Burggraf dated October
  6, 1978, as amended in October 1997. Our ownership interest is subject to the
  payment of 15% of net profits until $2,000,000 has been paid, and 3% of net
  profits thereafter. Our minimum work requirements are $15,000 per year. In December
  of 1997, for the purpose of facilitating an agreement with Placer Dome U.S.
  Inc. and in consideration for us making a payment of $20,000, the conditional
  purchase and sale agreement was amended to reduce the royalty payments to 3%
  of net profits as defined in the agreement. Subsequent to November 30, 2003
  we made delinquent payments in the amount of $20,000. The owner of the claims
  has confirmed our agreement is in good standing.

b. St. Paul / Barelka

The 22 State mineral claims called the St. Paul / Barelka
  claims are covered by a purchase agreement with Don May and Paul Barelka dated
  May 12, 1979. Our ownership interest is subject to the payment of 15% of net
  profits until $2,000,000 (inflation indexed from 1979) has been paid and 3%
  of net profits thereafter.

c. Dobbs

The remaining 4 state mineral claims and 1 federal mineral
  claim called the Dobbs claims are covered by a purchase agreement with Mr. G.
  Dobbs dated November 6, 1984, as amended on August 4, 1996. Our ownership interest
  is subject to the payment of 15% of net profits until $1,500,000 has been paid
  and 3% of net profits thereafter. Our minimum work requirements are $1,500 per
  year. Access to Dobbs is the same route as St. Paul / Barelka. Our lease on
  this property is for 10 years, beginning in 1984, with five-year renewals thereafter.
  Subsequent to November 30, 2003, we paid delinquent payments in the amount of
  $9,117. The owner of the claims has confirmed our agreement is in good standing.

3. History of Operations

The Ester Dome property first became known as a result of
  the discovery of placer gold in the creeks draining Ester Dome in about 1902.
  By 1909, approximately 1.5 million oz. had been mined from alluvial deposits.
  Ultimately, approximately 3 million ounces of placer gold have been mined from
  creeks draining Ester Dome.

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

a. Grant Mine

Work at the Grant Mine, on the eastern flank of Ester Dome
  was initiated in about 1928 with the sinking of shafts to bedrock to attempt
  to locate buried alluvial gold. This work, while it did not locate alluvial
  gold, did reveal quartz rubble near bedrock containing free gold. Mr. Grant,
  the claim owner, sunk two shafts through about 80 of loess (silt) cover
  and by 1931 had reportedly mined about 600 tons from the newly

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discovered Irishman Vein. This work was all completed from
  the only levels established, the 50, 100 and 150levels.

Mr. Roger Burggraf purchased the claims from Grants
  heirs in 1973 and deepened the shaft to the 200 level. This work revealed
  a new vein, the ODea vein which has eclipsed the Irishman vein in importance.
  Burggraf completed limited development on the Irishman vein and the ODea
  vein during the next 5 years, and in 1978 entered into a lease option agreement
  with Silverado.

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

A total of approximately 22,000 tons were mined from the ODea
  structure during the period 1980 to January 1986, yielding 4,090 ounces of gold.

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

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

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

|YEAR           | DRY TONS | RECOVERED | RECOVERED
|-------------- | -------- | --------- | ---------
|               | MILLED   | OZ. GOLD  | GRADE    
|1980  1981(1) | 4,170    | 1,424     | 0.341    
|1985 1986     | 7,069    | 1,372     | 0.193    
|1987 - 1989    | 100,586  | 8,419     | 0.083    
|               |          |           |          
|TOTALS         | 111,852  | 11,215    | 0.10     

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

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

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

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

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

b. St. Paul / Barelka

The St. Paul / Barelka claims have undergone a significant
  amount of exploration since the early 1980s when they were first acquired
  by us. The early work was in the form of electro-magnetic surveys, geochemical
  soil sampling, trenching and diamond and percussion drilling. Most recently
  in 1991 -1992, ACNC completed 9 diamond drill holes and 3 rotary reverse circulation
  holes. Subsequent work in 1996-1997 amounted to over 10,000 of trenching
  and 91 drill holes focusing on the St Paul structure indicated by previous work.

c. Dobbs

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

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

(a) Grant Mine-ODea Vein:

The Grant Mine operations, including camp, buildings, machine
  shops and related equipment, were constructed in the late 1980s. Our mill
  and equipment are in operating condition but are not currently operating. The
  mill has remained inactive since February 1989. The plant and equipment cost
  us $2,076,780. The net book value is currently $692,162. Power to the Grant
  Mine operations is provided by diesel powered generators located on site. Commercial
  power transmission lines cross through the property, and will provide power
  to the facilities for any future operations. Auxiliary power to the Grant Mine
  operations will be provided by diesel powered generators located on site.

During fiscal 2003, our work on the property was limited to
  minimal research and development activities for converting the Grant Mine mill
  into a testing facility for producing low-rank-coal-water fuel. We plan to maintain
  claim rental payments for the current fiscal year.

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

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

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

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

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(c) Dobbs:

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

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

5. Geology

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

The Fairbanks District is underlain by three metamorphosed
  stratigraphic packages all in apparent thrust fault contact. From oldest to
  youngest these are: (1) Chatanika Terrain, a Precambrian eclogite-garnet-amphibolite
  unit exposed on the northern edge of the district; (2) Fairbanks Schist, a dominant
  lithology and host to the majority of gold occurrences in the district, comprised
  of late Proterozoic to early Paleozoic sedimentary and volcanic rocks metamorphosed
  to greenschist facies; and (3) Chena River Sequence, an early to mid Paleozoic
  unit metamorphosed to lower amphibolite facies.

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

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

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

6. Estimates of Indicated and Inferred Resources

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

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

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

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

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

A.GRANT MINE - ODEA STRUCTURE

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

|INDICATED | RESOURCE | ESTIMATE   |         |              
|--------- | -------- | ---------- | ------- | -------------
|BLOCK     | SQ. FEET | WIDTH FEET | TONS    | GRADE OZ /TON
|CORE      | 305,620  | 10.9      | 266,500 | 0.31         

B.DOBBS ( ETHEL  ELMES)

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

|INFERRED        | RESOURCE | ESTIMATE   |         |             
|--------------- | -------- | ---------- | ------- | ------------
|BLOCK           | SQ. FEET | WIDTH FEET | TONS    | GRADE OZ/TON
|UNDER ELMES PIT | 102,270  | 11         | 90,000  | 0.05        
|UNDER ETHEL PIT | 102,270  | 11         | 90,000  | 0.05        
|TOTAL           |          |            | 180,000 | 0.05        

C.ST. PAUL

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

|INDICATED   | RESOURCE | ESTIMATE   |         |             
|----------- | -------- | ---------- | ------- | ------------
|BLOCK       | SQ. FEET | WIDTH FEET | TONS    | GRADE OZ/TON
|DRILLED OFF | 62,500   | 40         | 200,000 | 0.08        

|INFERRED               | RESOURCE | ESTIMATE   |        |             
|---------------------- | -------- | ---------- | ------ | ------------
|BLOCK                  | SQ. FEET | WIDTH FEET | TONS   | GRADE OZ/TON
|BELOW 
      INDICATED | 24,062   | 40         | 77,000 | 0.08        

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

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EAGLE CREEK PROPERTY

1. Location and Access

The Eagle Creek property is accessed by the Steese Highway,
  10 miles north of Fairbanks, Alaska to Fox, Alaska, then traveling along the
  Elliot highway 6 miles north to Murphy Dome Road, then west along Murphy Dome
  Road about 5 miles to the property.

A map illustrating the location and access to the Eagle Creek
  property is provided below:



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2. Ownership Interest

The Eagle Creek property is comprised of 77 Alaska state mineral
  claims. All claims are contiguous and are located in the Fairbanks North Star
  Borough. The total area of the claims equals approximately 3080 acres and all
  claims are valid until Sept.1, 2004. There has been no legal survey on the claims.

Ownership of the claims is in the name as Silverado Green
  Fuel. There is an option to purchase agreement with Arley Taylor (now with his
  descendants ), to purchase a 100% interest in the property for $400,000 of which
  $73,000 remains to be paid. The amount of $5,000 per year is required to be
  paid to keep the agreement in good standing. The original option agreement with
  A. Taylor was acquired through an agreement with S. Tan who assigned the agreement
  to us in consideration of 15% royalty from production (15% of net operating
  profits after payback of costs)

As of November 30, 2003, we were in arrears of required mineral
  property claims and option payments of $5,000 and therefore the rights to the
  property were adversely affected. However, subsequent to November 30, 2003,
  we completed option payments on the Eagle Creek property in the amount of $5,000
  and, as a result of this payment all of our mineral claims and options are in
  good standing.

On August 4, 1989, we assigned the 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. Can-Ex changed its corporate name to Kintana Resources
  Ltd. and was subsequently dissolved. Under the terms of the assignment agreement,
  the rights to the Eagle Creek property reverted to us as a result of the dissolution.
  Accordingly, we have taken steps to maintain the Eagle Creek property.

3. History of Operations

Earliest work on the property started approximately in 1913
  with the original owner-Edward Quinn exploring for antimony. E.L. Scrafford
  leased the property in 1915 from Mr. Quinn and over the next 10 years shipped
  over 1500 tons of hand sorted antimony mineralization. The last shipment of
  antimony mineralization in 1977 brought the total production of antimony to
  over 2.1 million pounds.

An unrecorded amount of placer gold has been mined from the
  creeks draining the north flank of the Eagle Creek property. Lesser amounts
  were produced from the south draining creeks.

A number of companies worked on the property from 1964 to
  the present, including Silver Ridge Exploration Co. in 1964, Cantu Minerals
  Association in 1969, Aalenian Resources in 1976 which later became Silverado
  Gold Mines Ltd, Mohawk Oil Company in 1977 and Can-Ex Resources in 1989. In
  1990 ACNC assumed Can-Exs interest in the claims and subsequently returned
  the claims to Can-Ex in 1993. Can-Exs interest has since reverted back
  to Silverado.

During the past years, a number of surveys and a variety of
  work have been completed over the property. Extensive geochemical surveys have
  been completed as well as geological mapping, geophysical surveys, diamond and
  reverse circulation drilling, underground development and test exploration on
  antimony veins, and in 1977, gravity milling to produce an antimony concentrate.

The most recent work by ACNC in the period 1990  1993
  detailed a particular area previously identified in the north-west corner of
  the property.

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

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

We did not complete any exploration activity on the Eagle
  Creek property during 2003 other than maintenance, and none is planned for 2004.
  However, extensive exploration drilling has shown gold mineralization throughout
  the property. Exploration of the Eagle Creek property is currently in the preliminary
  stages.

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

5. Geology

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

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

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

6. Estimates of Indicated and Inferred Resources

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

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FEDERAL CLAIM MAINTENANCE FEES AND STATE CLAIM RENTALS

We pay federal claim maintenance fees for each of our federal
  mineral claims that are owned by us or are held by us under a purchase or lease
  agreement. An annual fee of $100 per claim is payable by us to the Bureau of
  Land Management for each claim. We paid aggregate annual federal claim maintenance
  fees of $40,572 during fiscal 2003 and anticipate a similar amount will be due
  for the current fiscal year.

We pay Alaska state claim rentals for each of our state claims
  that are owned by us or are held by us under a purchase or lease agreement.
  An annual fee of $55 or $130 per claim is payable by us to the Alaska Department
  of Revenue for each claim. We paid aggregate Alaska state claim rental fees
  of $16,110 during fiscal 2003 and anticipate a similar amount will be due for
  the current fiscal year.

GLOSSARY OF TERMS

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

|Amphibolite Facies  | An assemblage of minerals formed under medium to
        high pressure during regional metamorphism                                                                                                                                                                                                                                                                                                     
|------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Arsenopyrite        | Mineral composed of iron, arsenic and sulphur.                                                                                                                                                                                                                                                                                                                                                          
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Auriferous          | Containing gold.                                                                                                                                                                                                                                                                                                                                                                                        
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Bedrock             | Rock units which underlie unconsolidated surface
        overburden or soils.                                                                                                                                                                                                                                                                                                                           
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Brecciated          | Rock composed of angular fragments held together
        in a matrix.                                                                                                                                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Calcareous Schist   | A laminated metamorphic rock containing calcium
        carbonate.                                                                                                                                                                                                                                                                                                                                      
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Chlorite Schist     | A laminated metamorphic rock containing prominent
        chlorite, which is a hydrated silicate of aluminium, iron and magnesium.                                                                                                                                                                                                                                                                      
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Chloritic Quartzite | A metamorphic rock composed primarily of quartz
        (silicon dioxide) with minor chlorite (see previous entry).                                                                                                                                                                                                                                                                                     
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Dikes               | A tabular intrusive body of rock with a vertical
        or near vertical orientation.                                                                                                                                                                                                                                                                                                                  
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Diorite             | A body of intrusive rock composed of feldspars,
        amphibole and a small amount of quartz.                                                                                                                                                                                                                                                                                                         
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Dioritic Dikes      | See dikes. See diorite.                                                                                                                                                                                                                                                                                                                                                                                 
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Dominant Lithology  | In a given area, the rock type occurring at the
        highest percentage.                                                                                                                                                                                                                                                                                                                             
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Drilling            | The process of boring a hole in the rock to obtain
        a sample for determination of metal content. Diamond Drilling
        involves the use of a hollow bit with diamonds on the cutting surface
        to recover a cylindrical core of rock. Reverse Circulation Drilling
        involves chips of rock being forced back through the center of the drill
        pipe using air or water.
|                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exploration         | The process of using prospecting, geological mapping,
        geochemical and geophysical surveys, drilling, sampling and other means
        to                                                                                                                                                                                                                                                        

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|                                           | detect and perform initial evaluations of mineral
        deposits.                                                                                                                                              
|------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           |                                                                                                                                                                                                                  
|Fairbanks Schist                           | A grouping of metasedimentary rocks which underlie
        much of the Fairbanks District.                                                                                                                       
|                                           |                                                                                                                                                                                                                  
|Federal Lode Claims, Federal Placer Claims | Mineral claims up to 20 acres, located on federal
        land under the U.S. Exploration Law of 1872. See below for definitions
        of Lode and Placer.                                                 
|                                           |                                                                                                                                                                                                                  
|Felsic                                     | A mnemonic adjective derived from (fe) for feldspar.
        (1) for feldpathoids and (s) for silica and is applied to light-colored
        rocks containing an abundance of one or all of these constituents.  
|                                           |                                                                                                                                                                                                                  
|Geochemical Survey                         | Sample of soil, rock, silt, water or vegetation
        analyzed to detect the presence of valuable metals or other metals which
        may accompany them. E.g., Arsenic may indicate the presence of gold.    
|                                           |                                                                                                                                                                                                                  
|Geophysical Survey                         | Electrical, magnetic and other means used to detect
        features, which may be associated with mineral deposits.                                                                                             
|                                           |                                                                                                                                                                                                                  
|Gold Deposit                               | A concentration of gold in rock sufficient to be
        of economic interest.                                                                                                                                   
|                                           |                                                                                                                                                                                                                  
|Granite                                    | An intrusive rock which includes feldspar, mica
        and quartz.                                                                                                                                              
|                                           |                                                                                                                                                                                                                  
|Graphitic Phyllite                         | Metamorphic rock intermediate between slate and
        schist, and containing graphite (carbon).                                                                                                                
|                                           |                                                                                                                                                                                                                  
|Greenschist Facies                         | An assemblage of minerals formed under low to medium
        pressure during regional metamorphism.                                                                                                              
|                                           |                                                                                                                                                                                                                  
|Host Rocks                                 | A term used for a rock unit which, as a result of
        favorable structural or chemical characteristics, provides an environment
        for precipitation or deposition of metals or other foreign materials.
|                                           |                                                                                                                                                                                                                  
|Lode Source                                | The lode mineral deposit from which placer minerals
        have been derived by erosion.                                                                                                                        
|                                           |                                                                                                                                                                                                                  
|Lode                                       | Mineral in place in the host rock, as in lode
        gold.                                                                                                                                                    
|                                           |                                                                                                                                                                                                                  
|Metamorphic Complex                        | A grouping of metamorphic rocks which have complicated
        structural relationships.                                                                                                                         
|                                           |                                                                                                                                                                                                                  
|Metamorphism                               | Processes, including pressure, heat and introduction
        of new chemical substances, by which consolidated rocks are changed from
        one form to another.                                               
|                                           |                                                                                                                                                                                                                  
|Metasedimentary                            | Partially metamorphosed sedimentary rocks.                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                  
|Metasiltsone                               | A rock formed from consolidated silt, which has
        been partially changed to schist.                                                                                                                        
|                                           |                                                                                                                                                                                                                  
|Micaceous Quartzite                        | A metamorphic rock, mostly quartz with minor mica.                                                                                                                                                               
|                                           |                                                                                                                                                                                                                  
|Micaceous                                  | Containing mica, usually referring to metamorphic
        rocks.                                                                                                                                                 
|                                           |                                                                                                                                                                                                                  
|Mineral Claims                             | General term used to describe the manner of land
        acquisition under which the right to explore, develop and extract metals
        is established.                                                        

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|mineral reserve  | Securities and Exchange Commission Industry Guide
        7 Description of Property by Issuers Engaged or to be Engaged in Significant
        Mining Operationsof the Securities and Exchange Commission defines
        a reserve' as that part of a mineral deposit which could be economically
        and legally extracted or produced at the time of the reserve determination.
        Reserves consist of:
      (1) Proven (Measured) Reserves.Reserves for
        which: (a) quantity is computed from dimensions revealed in outcrops,
        trenches, workings or drill holes; grade and/or quality are computed from
        the results of detailed sampling; and (b) the sites for inspection, sampling
        and measurement are spaced so closely and the geologic character is so
        well defined that size, shape, depth and mineral content of reserves are
        well-established.
      (2) Probable (Indicated) Reserves.Reserves for
        which quantity and grade and/or quality are computed from information
        similar to that used for proven (measured) reserves, but the sites for
        inspection, sampling and measurement are farther apart or are otherwise
        less adequately spaced. The degree of assurance, although lower than that
        for proven (measured) reserves, is high enough to assume continuity between
        points of observation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|mineral resource | National Instrument 43-101 Standards of Disclosure
        for Mineral Projectsof the Canadian Securities Administrators defines
        a "Mineral Resource" as a concentration or occurrence of natural, solid,
        inorganic or fossilized organic material in or on the Earth's crust in
        such form and quantity and of such a grade or quality that it has reasonable
        prospects for economic extraction. The location, quantity, grade, geological
        characteristics and continuity of a mineral resource are known, estimated
        or interpreted from specific geological evidence and knowledge.
      Mineral Resources are sub-divided, in order of increasing
        geological confidence, into Inferred, Indicated and Measured categories.
        An Inferred Mineral Resource has a lower level of confidence than that
        applied to an Indicated Mineral Resource. An Indicated Mineral Resource
        has a higher level of confidence than an Inferred Mineral Resource but
        has a lower level of confidence than a Measured Mineral Resource.
      (1) Inferred Mineral Resource.An Inferred
        Mineral Resource' is that part of a Mineral Resource for which quantity
        and grade or quality can be estimated on the basis of geological evidence
        and limited sampling and reasonably assumed, but not verified, geological
        and grade continuity. The estimate is based on limited information and
        sampling gathered through appropriate techniques from locations such as
        outcrops, trenches, pits, workings and drill holes.
      (2) Indicated Mineral Resource.An Indicated
        Mineral Resource' is that part of a Mineral Resource for which quantity,
        grade or quality, densities, shape and physical characteristics can be
        estimated with a level of confidence sufficient to allow the appropriate
        application of technical and economic parameters, to support mine planning
        and evaluation of the economic viability of the deposit. The estimate
        is

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

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PART II

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

PLAN OF OPERATIONS

Our plan of operation for the next twelve months is discussed below:

The Nolan Gold Project

We have determined to proceed with gold recovery activities
  on the elevated benches above the Nolan Creek. We have presently suspended our
  underground gold recovery activities on the Nolan Deep Channel that were being
  carried out as part of the three year gold recovery plan for the Nolan Gold
  Project. We anticipate proceeding with gold recovery activities on the elevated
  benches above the Nolan Creek, rather than continuing with the exploration of
  the Nolan Deep Channel, as the elevated benches are less prone to the severe
  water problems that we encountered at the Nolan Deep Channel in winter 2002/
  2003.

Based on the results of our geological exploration conducted
  in the first half of 2004, we have determined to proceed with the gold recovery
  activities on the gravel bench known as the Marys Bench East. The Marys
  Bench East gravel bench is located approximately 200 to 300 feet in elevation
  above the confluence of Nolan Creek and Archibald Creek. We plan to carry out
  gold recovery activities on the Marys Bench East gravel bench using underground
  exploration methods. Any gravel that is recovered as part of our activities
  will be processed for gold recovery during the Spring and Summer of 2005.

We plan to spend approximately $1,800,000 in the next twelve
  months in carrying out our gold recovery activities for the Nolan Gold Project.
  While this amount of expenditures may be off-set by any recoveries from sales
  of gold that we may achieve from gold recovery activities, we anticipate that
  we will require substantial financing in order to proceed with our plan of operations
  for the full next twelve months. We presently have sufficient financing to enable
  us to proceed with plans for the next six months. There is no assurance at this
  time that we will achieve any recoveries from sales of gold. See the discussion
  of our cash resources and working capital under Liquidity and Financial Condition
  below and in the section entitled Risk Factors.

We are currently undertaking an extensive geological exploration
  program on the Nolan Gold Project. The objective of this geological exploration
  program is to further define gold deposits in order to provide a basis for the
  assessment of the feasibility of future additional exploration and gold recovery
  activities at the Nolan Gold Project. We plan to conduct further exploration
  of the Nolan Placer and Nolan Lode properties within the Nolan Gold Project.
  Our planned geological exploration program is described in detail in the section
  of this Annual Report on Form 10-KSB entitled Description of Properties 
  Nolan Gold Project. We plan to spend approximately $600,000 on exploration activities
  during the next twelve months. This amount will fluctuate depending on the actual
  amount of funds that we have available for exploration.

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

Low-Rank Coal-Water Fuel Project

We anticipate spending approximately $300,000 during the current
  fiscal year on our work to obtain funding from the United States Government
  in connection with establishment of the demonstration facility at the Grant
  Mill. We will also pursue financing for this project from private sources. There
  is no assurance that any financing will be obtained from either government of
  private sources to fund this project.

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RESULTS OF OPERATIONS

Year ended November 30, 2003 compared to the year ended November 30, 2002.

Revenues

We did not earn revenues during the year ended November 30,
  2003 or November 30, 2002 as we did not reach commercial production of gold
  from the Nolan Gold Project during this period.

We achieved gold sales of $100,976 during the year ended November
  30, 2003. These gold sales represented sales of gold recovered during our summer
  recovery operations at the Nolan Gold Project. Under our accounting policies,
  these gold sales were treated as sales received incidental to exploration activities
  on the Nolan Gold Project. Due to this accounting treatment, gold sales were
  offset against exploration costs associated with the Nolan Gold Project. We
  will not treat sales of gold recovered from Nolan Gold Project as revenues until
  such time as we have reached commercial levels of gold production from the Nolan
  Gold Project.

We plan to re-commence extraction activities in summer 2005
  when available melt water will allow the processing of material to separate
  gold if we proceed with any gold recovery activities in 2004/ 2005. There is
  no assurance that we will be able to undertake any gold recovery activities
  during the 2004/ 2005 winter season. There is no assurance that we will be able
  to process any gold bearing gravel material for gold recovery during the 2005
  summer season. Any recoveries from gold sales are not anticipated to be realized
  until the third quarter of 2005, at the earliest. We cannot provide investors
  with any assurance as to sales of gold during fiscal 2005 due to the uncertainties
  of our gold recovery activities. See Risk Factors.

We anticipate that we will not realize revenues during the
  current fiscal year from the low-rank coal-water fuel component of our plan
  of operations. We will not be able to realize revenues from this business until
  we are able to proceed with the construction and operation of a commercial-scale
  demonstration facility for the low-rank coal-water fuel technology. There is
  no assurance that we will be able to secure the financing necessary to proceed
  with construction of this demonstration facility or that the demonstration facility
  will prove the commercial viability of the process. See Item 1  Description
  of Business and Risk Factors.

Operating Costs

We did not incur any operating costs during the years ended
  November 30, 2003 and November 30, 2002 due to the fact that we did not achieve
  production from exploration activities during either year.

We incurred exploration costs in the amount of $4,766,335,
  net of recoveries from gold sales, on the Nolan Gold Project during the year
  ended November 30, 2003 and $1,114,498 during the year ended November 30, 2002.

Expenses

Our expenses decreased to $3,683,514 for the year ended November
  30, 2003 compared to $3,834,291 for the year ended November 30, 2002, representing
  a decrease of $150,777 or 4%. The decrease in expenses was primarily attributable
  to reductions in consulting fees advertising and promotion, research and foreign
  exchange gain during the year ended November 30, 2003. Decreases on these expenditures
  were largely off-set by increases in general exploration, capital lease obligations,
  office and exploration cost write-off expenses.

Management services attributable to the activities of the
  Tri-Con Group remained relatively unchanged at $204,932 for the year ended November
  30, 2003 compared to $204,059 for the year ended November 30, 2002.

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Our increased activity on our mineral properties also caused
  general exploration expenses to increase to $507,247 for the year ended November
  30, 2003 compared to $98,006 for the year ended November 30, 2002, representing
  an increase of $409,241 or 418%. The increase in exploration expenses was attributable
  to increased exploration activities at the Nolan Gold Project during 2003. These
  exploration activities included drilling and exploration activities on the Nolan
  Deep Channel, Marys Bench, and Treasure Chest areas. We anticipate that
  these expenses will continue to increase when we proceed with our planned drilling
  and exploration activities on the Nolan Gold properties.

Research activities attributable to the low-rank coal water
  fuel technology decreased to $148,465 for the year ended November 30, 2003 compared
  to $256,954 for the year ended November 30, 2002, representing a decrease in
  the amount of $108,489 or 42%. Research activities were primarily in connection
  with the submission of our application for a grant to the Department of Energy
  and include the compensation of Dr. Warrack Willson. We anticipate that these
  expenses will not increase during the current fiscal year based on our decision
  to re-submit our application for the next round of financing. We do not expect
  significant increases in research expenses as we plan to continue our focus
  on exploration and gold recovery activities at the Nolan Gold Project.

Office expenses increased to $581,205 for the year ended November
  30, 2003 compared to $374,392 for the year ended November 30, 2002, representing
  an increase of $206,813 or 55%. This increase reflects our increased general
  operations and increased activity in our offices in Fairbanks, Alaska in connection
  with our increased exploration and gold recovery activities at the Nolan Gold
  Project.

Consulting fees decreased to $911,796 for the year ended November
  30, 2003 compared to $1,958,258 for the year ended November 30, 2002, representing
  a decrease of $1,046,462 or 53%. The decrease was attributable to us engaging
  fewer consultants during the year.

We wrote off $350,000 during 2003 that had previously been
  capitalized with respect to our former Marshall Dome property.

Loss

Our loss decreased to $3,675,079 for the year ended November
  30, 2003 compared to $3,755,401 for the year ended November 30, 2002 representing
  a decrease of $80,322 or 2%. This decrease in our loss was primarily attributable
  to the decreases in our other expenses, as discussed above. We anticipate that
  we will continue to incur a loss until such time as we can achieve significant
  revenues from sales of gold recovered from the Nolan Gold Project.

LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

We had cash of $397,290 as of November 30, 2003, compared
  to cash of $905,000 as of November 30, 2002. We had a working capital deficiency
  of $1,109,199 as of November 30, 2003, compared to a working capital deficiency
  of $604,458 as of November 30, 2002. The increase in our working capital deficiency
  was primarily the result of our capital lease obligation.

We will require additional financing during the current fiscal
  year due to our current working capital deficiency, our plan of operations for
  the Nolan Gold Project, our planned exploration activities and our plan to continue
  to pursue financing through U.S. and state government programs and initiatives
  and through private sources. We are able to proceed with our plan of operations
  for approximately six months based on our current cash reserves. While financing
  requirements will be off-set by revenues generated from gold sales, these gold
  sales are not anticipated to cover all financing requirements. In addition,
  revenues will be subject to the quantity of gold recovered. See Risk Factors.

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Cash Used in Operating Activities

Cash used in operating activities increased to $2,477,852
  for the year ended November 30, 2003, compared to $2,172,987 for the year ended
  November 30, 2002. We funded the cash used in operating activities primarily
  through equity sales of our common shares.

Financing Activities

Cash provided by financing activities increased to $6,824,268
  for the year ended November 30, 2003, compared to $5,525,690 for the year ended
  November 30, 2002. Of the cash provided by financing activities, a total of
  $6,758,820 was provided by share issuances. Cash provided by financing activities
  was used to fund our operating and financing activities. Equity financings were
  completed with private purchasers at prices that were reflective of the market
  price of our common shares as of the date of the financing.

We anticipate continuing to rely on equity sales of our common
  shares in order to continue to fund our business operations. Issuances of additional
  shares will result in dilution to our existing shareholders.

Investing Activities

We used $4,854,126 in investing activities during the year
  ended November 30, 2003 compared to $2,464,796 during the year ended November
  30, 2002, representing an increase of $2,389,330. The increase was due to our
  determination to proceed with equipment leases and exploration activities in
  connection with our operations at the Nolan Gold Project.

We incurred exploration costs in the amount of $4,766,335
  on the Nolan Gold Project during the year ended November 30, 2003. These amounts
  were capitalized and are included in our consolidated statements of cash flows
  as investing activities.

Capital Leases

On October 11, 2002, we entered into a lease purchase agreement
  whereby we would purchase three dump trucks, an underground loader, two surface
  loaders, and other equipment valued at a total of $1,496,150. The agreement
  required payment upon signing of $550,000 (paid), $100,000 on or before December
  1, 2003 and 24 equal payments thereafter for the balance of the purchase price
  plus interest at a rate of 12% per annum.

On February 14, 2003, we entered into a three year lease agreement
  whereby we would purchase mining equipment valued at $250,170. The agreement
  required a payment on signing of $105,000 (paid), $25,000 on or before December
  4, 2003 and 24 equal payments for the balance of the purchase price plus interest
  at a rate of 12% per annum.

As at November 30, 2003, the total amount outstanding under
  two lease purchase agreements was $1,235,577. We are required to maintain the
  equipment in good working order and are also required to maintain adequate insurance
  on the equipment. We are required to complete future lease payments of $594,085
  during the 2004 fiscal year and $641,492 during the 2005 fiscal year.

Tri-Con Group

We had pre-paid $118,889 to the Tri-Con Group as of November
  30, 2003 in connection with planned exploration activities to be carried out
  on the Nolan Gold Project during fiscal 2004. These activities will be carried
  out by the Tri-Con Group on behalf of us in accordance with our operating agreements
  with the Tri-Con Group. See Item 12  Certain Relationships and Related
  Transactions.

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Debt Re-Structuring

On March 1, 2001, we completed negotiations to restructure
  our $2,000,000 convertible debentures. We approved the issuance of replacement
  debentures in the aggregate amount of $2,564,400 in consideration of cancellation
  of the $2,000,000 principal amount of the original debentures, plus all accrued
  interest on the original debentures to March 1, 2001. The replacement debentures
  bear interest of 8.0% per annum and mature March 1, 2006. Principal payments
  are due at the end of each month. Interest is due and payable on a quarterly
  basis on February 28, May 31, August 31, and November 30. If we fail to make
  any payment of principal or interest, we must issue shares equivalent in value
  to the unpaid amounts at 20% below the average market price for the 30 day period
  prior to the payment being made. We did not make any cash payments of principal
  or interest during the year ended November 30, 2003. Accordingly, we completed
  the following issuances of shares in satisfaction of amounts of principal and
  interest due under the replacement debentures during 2003:

| | a) | On December 11, 2002, we issued 372,818 shares at
        the average market price of $0.38 to the holders of the replacement debenture
        to satisfy the quarterly payments due November 30, 2002. The value of
        the transaction consists of $119,245 of principal and $22,426 of interest.                                        
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                 
| | b) | On April 9, 2003, we issued 3,274,865 shares to
        the replacement debenture holders at the price of $0.18 to satisfy the
        quarterly payments due February 28, 2003 of principal and interest. The
        value of this transaction consists of $569,434 of principal, and $20,042
        of interest.                            
| |    |                                                                                                                                                                                                                                                                                                                                                 
| | c) | On August 13, 2003, we issued 913,551 shares to
        the holders of the replacement debentures, at the average market price
        of $0.14 per share to satisfy the quarterly payments due May 31, 2003
        of principal and interest. The value of this transaction consists of $119,245
        of principal, and $8,653 of interest.
| |    |                                                                                                                                                                                                                                                                                                                                                 
| | d) | On October 6, 2003, we issued 738,308 shares at
        an average price of $0.17 to the replacement debenture holders to satisfy
        the quarterly payments due August 31, 2003. The value of this transaction
        consists of $119,245 of principal and $6,268 of interest.                                                           

As at November 30, 2003, $2,098,490 plus $537,428 of accrued interest has
  been exchanged for replacement debentures. The amount of the replacement debentures
  outstanding as of November 30, 2003 was $247,445, of which $53,303 is classified
  as a current.

Mineral Properties

As of November 30, 2003, we were in arrears of required mineral
  property claims and option payments of $240,000 and therefore the rights to
  the property were adversely affected. However, we are currently in the process
  of re-negotiating the terms and conditions of the Agreement with the property
  owner. The property owner has confirmed that our mineral claims and options
  are in good standing on the understanding we will use our best efforts to pay
  the minimum royalty payments, including the payments that are in arrears for
  the past four years, when business conditions permit.

As of November 30, 2003, we were in arrears of required mineral
  property claims and option payments of $59,000 and therefore the rights to the
  property were adversely affected. However, subsequent to November 30, 2003,
  we completed option payments on the Burggraf property in the amount of $20,000
  and, as a result of this payment all of our mineral claims and options are in
  good standing.

As of November 30, 2003, we were in arrears of required mineral
  property claims and option payments of $9,117 and therefore the rights to the
  property were adversely affected. However, subsequent to November 30, 2003,
  we completed our option payments on the Dobbs property in the amount of $9,117
  and, as a result of this payment all of our mineral claims and options are in
  good standing.

As of November 30, 2003, we were in arrears of required mineral
  property claims and option payments of $5,000 and therefore the rights to the
  property were adversely affected. However, subsequent to

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November 30, 2003, we completed our option payments on the
  Eagle Creek property in the amount of $5,000 and, as a result of this payment
  all of our mineral claims and options are in good standing.

Low-Rank Coal-Water Fuel Business

In order to proceed with establishing the commercial viability
  of our low-rank coal-water fuel business, we are currently working with the
  U.S. Government to achieve the full $20,000,000 funding for this project. We
  are also working with private interests to achieve the same end. There is no
  assurance that we will be awarded any grant or that it will be able to complete
  any additional sales of our equity securities or arrange for debt or other financing
  to fund this component of our plan of operations.

Future Financings

We require additional financings in order to fund our plan
  of operations. We anticipate continuing to rely on equity sales of our common
  shares in order to continue to fund our business operations. Issuances of additional
  shares will result in dilution to our existing shareholders. There is no assurance
  that we will achieve any additional sales of our equity securities or arrange
  for debt or other financing to fund our planned exploration and gold recovery
  activities.

CRITICAL ACCOUNTING POLICIES

Going Concern

Our financial statements have been prepared on a going concern
  basis, which assumes the realization of assets and settlement 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 the capital assets
  are dependent on our ability to obtain additional financing to fund our operations
  and acquisition and exploration activities, the discovery of economically recoverable
  ore on our properties, and the attainment of profitable operations. We plan
  to continue to raise capital through private placements and warrant issues.
  In addition, we are exploring other business opportunities including the development
  of low-rank coal-water fuel as replacement fuel for oil fired industrial boilers
  and utility generators.

Mineral Properties

Mineral Properties

We confine our exploration activities to areas from which
  gold has previously been produced or to properties, which are contiguous to
  such areas and have demonstrated mineralization. We capitalize the costs of
  acquiring mineral claims until such time as the properties are placed into production
  or abandoned. Expenditures for mine development are capitalized when the properties
  are determined to have economically recoverable, proven reserves but are not
  yet producing at a commercial level. Once a property reaches commercial levels
  of production operating costs will be charged against related revenues. Amortization
  of mineral property costs relating to properties in production is provided during
  periods of production using the units-of-production method based on the estimated
  economic life of the ore reserves.

On an ongoing basis, we evaluate each property for impairment
  based on exploration results to date, and considering facts and circumstances
  such as operating results, cash flows and material changes in the business climate.
  The carrying value of a long-lived asset is considered impaired when the anticipated
  discounted cash flow from such asset is separately identifiable and is less
  than its carrying value. If an asset is impaired, 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
  discounted cash flows with a discount rate commensurate with the risk involved.
  Losses on other long-lived assets to be disposed of are determined in a similar
  manner, except that fair market values are reduced for the costs of disposal.

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

Stock Based Compensation

Effective November 1, 2002, we adopted the fair value recognition
  provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.
  Under the modified prospective method of adoption selected by us under the provisions
  of FASB Statement No. 148, Accounting for Stock-Based Compensation  Transition
  and Disclosure, compensation cost recognized in 2003 is the same as that which
  would have been recognized had the recognition provisions of Statement 123 been
  applied from its original effective date. Results for prior years have not been
  restated.

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ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY
  DATA.

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

|                                                                                              | PAGE       
|--------------------------------------------------------------------------------------------- | -----------
|                                                                                              |            
|Auditors Report                                                                              | F-1        
|                                                                                              |            
|Comments by Auditors for U.S. Readers on Canada -
      U.S. Reporting Conflict               | F-1        
|                                                                                              |            
|Consolidated Balance Sheets, November 30, 2003 and
      2002                                 | F-2        
|                                                                                              |            
|Consolidated Statements of Operations, Years Ended
      November 30, 2003 and 2002           | F-3        
|                                                                                              |            
|Consolidated Statements of Cash Flows, Years Ended
      November 30, 2003 and 2002           | F-4        
|                                                                                              |            
|Consolidated Statements of Stockholders Equity,
      Years Ended November 30, 2003 and 2002 | F-5        
|                                                                                              |            
|Notes to Consolidated Financial Statements                                                    | F-6 to F-21

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Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company)

Years ended November 30, 2003, 2002

---

F1



AUDITORS' REPORT

To the Stockholders of 
  Silverado Gold Mines Ltd. (An Exploration Stage Company)

We have audited the consolidated balance sheets of Silverado
  Gold Mines Ltd. (an exploration stage company) as at November 30, 2003 and 2002,
  and the consolidated statements of operations, stockholders equity and
  cash flows for the years then ended. 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 audit.

We conducted our audit in accordance with Canadian and United
  States 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, 2003 and 2002, and the results of its operations and cash flows
  for the years then ended in accordance with United States and Canadian generally
  accepted accounting principles. As required by the Company Act (British Columbia),
  we report, that in our opinion, these principles have been applied on a consistent
  basis.

|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|January 31, 2004  | Chartered Accountants

COMMENTS BY AUDITOR FOR U.S. READERS ONCANADA  U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt on the Companys ability to continue as a going concern, such as
  those described in Note 2(a) to the financial statements. Our report to the
  stockholders, dated January 31, 2004, is expressed in accordance with 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.

|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|January 31, 2004  | Chartered Accountants

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

---

F2

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Consolidated Balance Sheets 
  (Expressed in United States Dollars)

|                                                  |   | As
      at November 30 |  
|------------------------------------------------- | - | ----------------------- | -
|                                                  |   | 2003                    |  
|                                                  |   |                         |  
|Assets                                            |   |                         |  
|Current assets:                                   |   |                         |  
|Cash and cash equivalents                         | $ | 397,290                 |  
|Gold inventory                                    |   | 100,519                 |  
|Accounts receivable                               |   | 23,093                  |  
|                                                  |   | 520,902                 |  
|                                                  |   |                         |  
|Exploration advances (note 9)                     |   | 118,889                 |  
|Mineral properties (note 3)                       |   | 6,690,362               |  
|Building, plant and equipment, (note 4)           |   | 2,926,663               |  
|                                                  |   |                         |  
|                                                  | $ | 10,256,816              |  
|                                                  |   |                         |  
|Liabilities and Stockholders' Equity              |   |                         |  
|Current liabilities:                              |   |                         |  
|Accounts payable and accrued liabilities (note 5) | $ | 594,840                 |  
|Loans payable secured by gold inventory           |   | 7,873                   |  
|Mineral claims payable                            |   | 240,000                 |  
|Convertible debentures, current portion           |   | 193,303                 |  
|Capital lease obligation, current portion         |   | 594,085                 |  
|                                                  |   | 1,630,101               |  
|                                                  |   |                         |  
|Convertible debentures (note 6)                   |   | 194,142                 |  
|Capital lease obligations (note 7)                |   | 641,492                 |  
|                                                  |   | 2,465,735               |  
|                                                  |   |                         |  
|Stockholders' equity:                             |   |                         |  
|Common stock (note 8):                            |   |                         |  
|Authorized: 200,000,000 common shares             |   |                         |  
|Issued and outstanding:                           |   |                         |  
|November 30, 2003  146,027,352                   |   |                         |  
|common shares                                     |   | 63,568,652              |  
|November 30, 2002  98,086,631                    |   |                         |  
|common shares                                     |   |                         |  
|Additional paid-in capital                        |   | 464,314                 |  
|Shares to be issued                               |   | 115,000                 |  
|Deferred compensation                             |   | (77,712                 | )
|Accumulated deficit                               |   | (56,279,173             | )
|                                                  |   | 7,791,081               |  
|                                                  |   |                         |  
|                                                  | $ | 10,256,816              |  

See accompanying notes to the consolidated financial statements.

Approved on behalf of the board

|/s/
      Garry L. Anselmo |  | /s/ James
      F. Dixon
|-------------------------- |  | ------------------------
|Garry L. Anselmo           |  | James F. Dixon          
|DIRECTOR                   |  | DIRECTOR                

---

F3

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Consolidated Statements of Operations 
  (Expressed in United States Dollars)

|                                             |   | Years
      Ended November 30 |  
|-------------------------------------------- | - | ----------------------------- | -
|                                             |   | 2003                          |  
|                                             |   |                               |  
|Expenses:                                    |   |                               |  
|                                             |   |                               |  
|Accounting and audit                         | $ | 21,683                        |  
|Advertising and promotion                    |   | 417,856                       |  
|Consulting fees                              |   | 911,796                       |  
|Depreciation                                 |   | 277,138                       |  
|General exploration                          |   | 507,247                       |  
|Interest on convertible debentures           |   | 50,045                        |  
|Interest on capital lease obligations        |   | 144,257                       |  
|Legal                                        |   | 77,974                        |  
|Loss (gain) on foreign exchange              |   | (58,671                       | )
|Management services                          |   | 204,932                       |  
|Office                                       |   | 581,205                       |  
|Other interest and bank charges              |   | 8,741                         |  
|Reporting and investor relations             |   | 15,397                        |  
|Research                                     |   | 148,465                       |  
|Transfer agent fees and mailing              |   | 25,449                        |  
|Exploration cost written off                 |   | 350,000                       |  
|                                             |   | 3,683,514                     |  
|                                             |   |                               |  
|Interest and other income                    |   | 8,435                         |  
|                                             |   |                               |  
|Loss for the
      year                      |   | (3,675,079                    | )
|                                             |   |                               |  
|Loss per share - basic and diluted           | $ | (0.03                         | )
|Basic and diluted weighted average number of |   |                               |  
|common shares
      outstanding              |   | 117,206,696                   |  

See accompanying notes to the consolidated financial statements

---

F4

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Consolidated Statements of Cash Flows 
  (Expressed in United States Dollars)

|                                                             |   | Years
      Ended November 30 |  
|------------------------------------------------------------ | - | ----------------------------- | -
|                                                             |   | 2003                          |  
|                                                             |   |                               |  
|Cash provided by (used in):                                  |   |                               |  
|                                                             |   |                               |  
|Operating activities:                                        |   |                               |  
|Loss for the year                                            | $ | (3,675,079                    | )
|Adjustments to reconcile loss to net cash provided           |   |                               |  
|by (used in) operating activities:                           |   |                               |  
|Depreciation                                                 |   | 277,138                       |  
|Stock based compensation                                     |   | 543,967                       |  
|Stock issued for interest                                    |   | 57,388                        |  
|Non-cash interest expense                                    |   | 39,257                        |  
|Exploration cost written off                                 |   | 350,000                       |  
|                                                             |   |                               |  
|Changes in non-cash operating working capital:               |   |                               |  
|Accounts receivable                                          |   | (14,745                       | )
|Gold inventory                                               |   | (90,370                       | )
|Accounts payable and accrued liabilities                     |   | (65,408                       | )
|Increase (Decrease) in mineral claims payable                |   | 100,000                       |  
|                                                             |   | (2,477,852                    | )
|                                                             |   |                               |  
|Investing activities:                                        |   |                               |  
|Purchase of equipment                                        |   | (548,647                      | )
|Advances for exploration                                     |   | 460,856                       |  
|Mineral properties expenditures, net of recoveries           |   | (4,766,335                    | )
|                                                             |   | (4,854,126                    | )
|                                                             |   |                               |  
|Financing activities:                                        |   |                               |  
|Common stock issued for cash (net of share issue
      cost) |   | 6,758,820                     |  
|Repayment of convertible debentures                          |   | (21,696                       | )
|Shares to be issued                                          |   | 115,000                       |  
|Repayment of loans payable                                   |   | (27,856                       | )
|Due to related party                                         |   | -                             |  
|                                                             |   | 6,824,268                     |  
|                                                             |   |                               |  
|Net (Decrease) Increase in cash and cash                     |   | (507,710                      | )
|equivalents                                                  |   |                               |  
|                                                             |   |                               |  
|Cash and cash equivalents, beginning of year                 |   | 905,000                       |  
|                                                             |   |                               |  
|Cash and
      cash equivalents, end of the year             | $ | 397,290                       |  

Supplementary disclosure with respect to cash flow (note 14)

---

F5

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Consolidated Statements of Stockholders Equity 
  (Expressed in U.S. Dollars)

Years ended November 30, 2003 and 2002

|                                 | Number of          |  |   | Common     |  |                    |         |         | Additional |          |              |   |             |         |   |             |       |         |           
|-------------------------------- | ------------------ |  | - | ---------- |  | ------------------ | ------- | ------- | ---------- | -------- | ------------ | - | ----------- | ------- | - | ----------- | ----- | ------- | ----------
|                                 | common             |  |   | stock      |  | Shares             |         | Paid in |            | Deferred |              |   | Accumulated |         |   |             |      
|                                 | stock
      shares |  |   | amount     |  | to
      be issued |         |         | Capital    |          | Compensation |   |             | deficit |   |             | Total |        
|                                 |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|Balance, November 30, 2001       | 42,423,988         |  | $ | 47,000,034 |  | $                  | -       |         | $          | -        |              | $ | -           |         | $ | (48,848,693 | )     | $       | (1,848,659
|                                 |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|Loss for the year                | -                  |  |   | -          |  |                    | -       |         |            |          |              |   |             |         |   | (3,755,401  | )     |         | (3,755,401
|                                 |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|Shares issued:                   |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|For options exercised            | 6,900,000          |  |   | 925,000    |  |                    | -       |         |            | -        |              |   | -           |         |   | -           |       |         | 925,000   
|For warrants exercised           | 16,250,000         |  |   | 1,970,000  |  |                    | -       |         |            | -        |              |   | -           |         |   | -           |       |         | 1,970,000 
|For consulting fees              | 4,793,335          |  |   | 1,232,551  |  |                    | -       |         |            | -        |              |   | -           |         |   | -           |       |         | 1,232,551 
|For private placements           | 20,775,000         |  |   | 2,922,000  |  |                    | -       |         |            | -        |              |   | -           |         |   | -           |       |         | 2,922,000 
|In lieu of payment for           |                    |  |   |            |  |                    |         |         |            | -        |              |   | -           |         |   |             |       |         |           
|debentures                       | 6,944,308          |  |   | 1,221,606  |  |                    | -       |         |            |          |              |   |             |         |   | -           |       |         | 1,221,606 
|Shares to be issued              | -                  |  |   | -          |  |                    | 268,613 |         |            | -        |              |   | -           |         |   | -           |       |         | 268,613   
|Stock
      option granted       | -                  |  |   | -          |  |                    | -       |         |            | 292,320  |              |   | (164,213    | )       |   | -           |       |         | 128,107   
|                                 |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|Balance, November 30, 2002       | 98,086,631         |  |   | 55,271,191 |  |                    | 268,613 |         |            | 292,320  |              |   | (164,213    | )       |   | (52,604,094 | )     |         | 3,063,817 
|                                 |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|Loss for the year                | -                  |  |   | -          |  |                    | -       |         |            | -        |              |   | -           |         |   | (3,675,079  | )     |         | (3,675,079
|                                 |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|Shares issued:                   |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|For private placements (net)     | 24,651,340         |  |   | 5,344,245  |  |                    | -       |         |            | -        |              |   | -           |         |   | -           |       |         | 5,344,245 
|For options exercised            | 200,000            |  |   | 70,000     |  |                    | -       |         |            | -        |              |   | -           |         |   | -           |       |         | 70,000    
|For warrants exercised           | 15,278,171         |  |   | 1,344,575  |  |                    | -       |         |            | -        |              |   | -           |         |   | -           |       |         | 1,344,575 
|For consulting fees              | 2,511,668          |  |   | 554,085    |  | (268,613           | )       |         | -          |          |              | - |             |         | - |             |       | 285,472 |           
|In lieu of payment for           |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|debentures                       | 5,299,542          |  |   | 984,556    |  |                    | -       |         |            | -        |              |   | -           |         |   | -           |       |         | 984,556   
|Subscriptions received           | -                  |  |   | -          |  |                    | 115,000 |         |            | -        |              |   | -           |         |   | -           |       |         | 115,000   
|Amortization of stock based      |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|compensation                     | -                  |  |   | -          |  |                    | -       |         |            | -        |              |   | 129,397     |         |   | -           |       |         | 129,397   
|Stock
      option granted       | -                  |  |   | -          |  |                    | -       |         |            | 171,994  |              |   | (42,896     | )       |   | -           |       |         | 129,098   
|                                 |                    |  |   |            |  |                    |         |         |            |          |              |   |             |         |   |             |       |         |           
|Balance, November
      30, 2003 | 146,027,352        |  | $ | 63,568,652 |  | $                  | 115,000 |         | $          | 464,314  |              | $ | (77,712     | )       | $ | (56,279,173 | )     | $       | 7,791,081 

See accompanying notes to the consolidated financial statements

---

F6

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|1. | Description of business:
      We are engaged in the acquisition and exploration of
        mineral properties and the development of low-rank coal-water fuel as
        a replacement for oil fired boilers and utility generators.                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                              
|2. | Significant accounting policies:
      These consolidated financial statements are prepared
        in conformity with United States generally accepted accounting principles.
        The application of Canadian generally accepted accounting principles to
        these financial statements would not result in material measurement or
        disclosure differences.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Continuing operations:
      We have suffered recurring losses totalling $56,279,173
        as of November 30, 2003, and has a net working capital deficiency. We
        have funded our operations through the issuance of common stock. We are
        in arrears of required mineral claims and option payments for certain
        of our mineral properties at November 30, 2003, in the amount of $240,000
        (2002 - $140,000) and therefore, our rights to these properties with a
        carrying value of $85,000 may be adversely affected as a result of these
        non-payments. We understand that it is not in default of the agreements
        in respect of these properties.
      These financial statements have been prepared on a going
        concern basis, which assumes the realization of assets and settlement
        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 the capital assets are dependent on our ability to obtain
        additional financing to fund our operations our acquisition and exploration
        activities, the discovery of economically recoverable ore on our properties,
        and the attainment of profitable operations.
      We plan to continue raising capital through private
        placements and warrant issues. In addition, we are exploring other business
        opportunities including the development of low-rank coal-water fuel as
        replacement fuel for oil fired industrial boilers and utility generators.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | Basis of consolidation:
      The consolidated financial statements include the accounts
        of ours and Silverado Green Fuel Inc., a wholly owned subsidiary. All
        material inter-company accounts and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

F7

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|2. | Significant accounting policies (continued):
|-- | --------------------------------------------
|   |                                             
|   | (c)                                         
|   |                                             
|   | (d)                                         
|   |                                             
|   | (e)                                         

---

F8

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|2. | Significant accounting policies (continued):
|-- | --------------------------------------------
|   |                                             
|   | (f)                                         

| | Building, plant and equipment        | Straight line over 3 to 20 years
| | ------------------------------------ | --------------------------------
| | Mining equipment under capital lease | Straight line over 10 years     
| | Auto and trucks                      | Straight line over 10 years     
| | Computer equipment                   | Straight line over 3 years      

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) | Foreign currencies:
      We consider our functional currency to be the U.S. dollar
        for our 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. Non-monetary assets and revenue
        and expense transactions are translated at the rate in effect at the time
        at which the transactions took place. Foreign exchange gains and losses
        are included in the determination of results from operations for the year.                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) | Loss per share:
      Basic and diluted loss per share amounts are computed
        using the weighted average number of shares outstanding during the year.
      We use the treasury stock method to determine the dilutive
        effect of stock options and other dilutive instruments. Under the treasury
        stock method, only instruments with exercise amounts less than market
        value prices impact the diluted calculations. In computing diluted loss
        per share, no shares were added to the weighted average number of common
        shares outstanding during the years ended November 30, 2003 and 2002 for
        the dilutive effect of employee stock options and warrants as they were
        all anti-dilutive. No adjustments were required to report loss per share
        amounts.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) | Revenue recognition:
      Gold sales are recognized when title passes to the purchaser
        and delivery occurs. (j) Research expenditures: Research expenditures
        are expensed in the year incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

F9

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|2. | Significant accounting policies (continued):
|-- | --------------------------------------------
|   |                                             
|   | (k)                                         

| |  |                                          |                                           | 2003       |            | 2002 |           
| |  | ---------------------------------------- | ----------------------------------------- | ---------- | ---------- | ---- | ----------
| |  |                                          |                                           |            |            |      |           
| |  | Loss as reported                         | $                                         | (3,639,560 | )          | $    | (3,755,401
| |  |                                          |                                           |            |            |      |           
| |  | Add:                                     | Stock based compensation expense included |            |            |      |           
| |  |                                          | in net loss  as reported                 |            | 258,496    |      |           
| |  |                                          |                                           |            |            |      |           
| |  | Deduct:                                  | Stock based compensation expense          |            |            |      |           
| |  |                                          | determined
      under fair value method  |            | (258,496   | )    |           
| |  |                                          |                                           |            |            |      |           
| |  | Loss:                                    | Pro-forma                                 | $          | (3,639,560 | )    | $         
| |  |                                          |                                           |            |            |      |           
| |  | Basic and diluted, loss per common share |                                           |            |            |      |           
| |  | As reported                              | $                                         | (0.03      | )          | $    | (0.05     
| |  | Pro-forma                                |                                           | (0.03      | )          |      | (0.05     

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | The estimated weighted average fair value of the
        options granted in 2003 was prepared using the Black-Scholes Pricing Model
        assuming a risk-free rate of 5.25% (2002  5.25%), an expected dividend
        yield of 0% (2002  0%) an expected volatility of 108% (2002 
        127%) and a weighted average expected life of 1.5 years (2002  1.4
        years).                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (l) | 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 for, and recoverability of, mineral properties and capital assets,
        and the determination of accrued remediation expense. Actual results could
        differ from those estimates.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

F10

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|2. | Significant accounting policies (continued):
|-- | --------------------------------------------
|   |                                             
|   | (m)                                         
|   |                                             
|   | (n)                                         
|   |                                             

---

F11

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|2. | Significant accounting policies (continued):
|-- | --------------------------------------------
|   |                                             
|   | (n)                                         
|   |                                             
|3. | Mineral properties:                         
|   |                                             
|   | (a)                                         
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|   |                                             
|   |                                             

---

F12

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|3. | Mineral properties (continued):
|-- | -------------------------------
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                

---

F13

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|3. | Mineral properties (continued):
|-- | -------------------------------
|   | (b)                            

| |                      |   | Ester   |  |   | Marshall |   |   | Nolan     |  | Hammond  |        |  |       |          
| | -------------------- | - | ------- |  | - | -------- | - | - | --------- |  | -------- | ------ |  | ----- | ---------
| |                      |   | Dome    |  |   | Dome     |   |   | Project   |  | Property |        |  | Total |          
| |                      |   |         |  |   |          |   |   |           |  |          |        |  |       |          
| | Balance, November    |   |         |  |   |          |   |   |           |  |          |        |  |       |          
| | 30, 2002             | $ | 406,000 |  | $ | 350,000  |   | $ | 1,433,027 |  | $        | 85,000 |  | $     | 2,274,027
| |                      |   |         |  |   |          |   |   |           |  |          |        |  |       |          
| | Exploration costs    |   |         |  |   |          |   |   |           |  |          |        |  |       |          
| | incurred             |   | -       |  |   | -        |   |   | 4,766,335 |  |          | -      |  |       | 4,766,335
| |                      |   |         |  |   |          |   |   |           |  |          |        |  |       |          
| | Write off of mineral |   |         |  |   |          |   |   |           |  |          |        |  |       |          
| | properties           |   | -       |  |   | (350,000 | ) |   | -         |  |          | -      |  |       | (350,000 
| |                      |   |         |  |   |          |   |   |           |  |          |        |  |       |          
| | Balance, November    |   |         |  |   |          |   |   |           |  |          |        |  |       |          
| | 30,
      2003       | $ | 406,000 |  | $ | -        |   | $ | 6,199,362 |  | $        | 85,000 |  | $     | 6,690,362

|   |                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Building, 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.
|   |                                                                                                                                                                                                                                                    

| |                                      |   |           |  | Accumulated |              |  | Net book |          
| | ------------------------------------ | - | --------- |  | ----------- | ------------ |  | -------- | ---------
| | 2003                                 |   | Cost      |  |             | depreciation |  |          | value    
| |                                      |   |           |  |             |              |  |          |          
| | Grant Mine mill equipment            | $ | 2,076,780 |  | $           | 1,384,618    |  | $        | 692,162  
| | Nolan Gold Project buildings         |   | 63,000    |  |             | 5,879        |  |          | 57,121   
| | Mining equipment                     |   | 549,437   |  |             | 41,379       |  |          | 508,058  
| | Mining equipment under capital lease |   | 1,746,320 |  |             | 207866       |  |          | 1,538,454
| | Other
      equipment                |   | 543,113   |  |             | 412,245      |  |          | 130,868  
| |                                      |   |           |  |             |              |  |          |          
| |                                      | $ | 4,978,650 |  | $           | 2,051,987    |  | $        | 2,926,663
| |                                      |   |           |  |             |              |  |          |          
| |                                      |   |           |  | Accumulated |              |  | Net book |          
| | 2002                                 |   | Cost      |  |             | depreciation |  |          | value    
| |                                      |   |           |  |             |              |  |          |          
| | Grant Mine mill equipment            | $ | 2,076,780 |  | $           | 1,384,618    |  | $        | 692,162  
| | Nolan Gold Project buildings         |   | 123,757   |  |             | 61,597       |  |          | 62,160   
| | Mining equipment                     |   | 500,380   |  |             | 457,397      |  |          | 42,983   
| | Mining equipment under capital lease |   | 1,496,150 |  |             | 37,404       |  |          | 1,458,746
| | Other
      equipment                |   | 499,836   |  |             | 350,903      |  |          | 148,933  
| |                                      |   |           |  |             |              |  |          |          
| |                                      | $ | 4,696,903 |  | $           | 2,291,919    |  | $        | 2,404,984
| |                                      |   |           |  |             |              |  |          |          

---

F14

SILVERADO GOLD MINES LTD.(An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|5. | Accounts payable and accrued liabilities:
      Accounts payable and accrued liabilities consist of:
|-- | ----------------------------------------------------------------------------------------------------

| |                                   |   | 2003    |  |   | 2002    | 
| | --------------------------------- | - | ------- |  | - | ------- | 
| |                                   |   |         |  |   |         | 
| | Accounts payable                  | $ | 330,130 |  | $ | 388,195 | 
| | Accrued interest                  |   | 68,710  |  |   | 76,053  | 
| | Accrued
      reclamation expense |   | 196,000 |  |   | 196,000 | 
| |                                   |   |         |  |   |         | 
| |                                   | $ | 594,840 |  | $ | 660,248 | 

|   |                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------
|6. | Convertible Debentures:
      Convertible debentures outstanding at November 30, 2003 and 2002 consisted
        of the following:
|   |                                                                                                                                   

| |                             |   | 2003    |  |   | 2002      | 
| | --------------------------- | - | ------- |  | - | --------- | 
| |                             |   |         |  |   |           | 
| | Renegotiated in 2001        | $ | 194,142 |  | $ | 1,121,309 | 
| | Issued in 1999              |   | 140,000 |  |   | 140,000   | 
| | Issued
      in 1994        |   | 53,303  |  |   | 75,000    | 
| |                             |   | 387,445 |  |   | 1,336,309 | 
| | Less:
      Current portion |   | 193,303 |  |   | 691,978   | 
| |                             |   |         |  |   |           | 
| |                             | $ | 194,142 |  | $ | 644,331   | 
| |                             |   |         |  |   |           | 

| | (a) | On March 1, 2001, we completed negotiations to restructure
        our $2,000,000 convertible debentures. The replacement debentures aggregate
        $2,564,400 and consist of the original $2,000,000 principal amount plus
        all accrued interest to March 1, 2001. The debentures bear interest of
        8.0% per annum and mature March 1, 2006. Principal payments are due at
        the end of each month. Interest is due and payable on a quarterly basis
        on February 28, May 31, August 31, and November 30. If we fail to make
        any payment of principal or interest, we must issue shares equivalent
        in value to the unpaid amounts of 20% below the average market price.
      Remaining debentures of $140,000 plus accrued interest
        of $108,204 are in default, however, it is unclear whether they will be
        exchanged for replacement debentures.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

F15

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Notes to Consolidated Financial Statements
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|6. | Debenture (continued):
|-- | ----------------------
|   |                       

| | (b) | In February 1999, we issued a debenture for $75,000
        with interest payable at a rate of 5.0% per annum. The debenture is unsecured
        and it was due on February 28, 2002. During the year ended November 30,
        2003, we made a principal payment of $21,697 and an interest payment of
        $3,750.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   |                           
|-- | --------------------------
|7. | Capital lease obligations:

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | On October 11, 2002, we entered into a lease purchase
        agreement whereby we would purchase mining equipment valued at a total
        of $1,496,150. The agreement required payment upon signing of $550,000
        (paid), $100,000 on or before December 1, 2003 and 24 equal payments thereafter
        for the balance of the purchase price plus interest at a rate of 12% per
        annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | b) | On February 14, 2003, we entered into a three year
        lease agreement whereby we would purchase mining equipment valued at a
        total of $250,170. The agreement required payment upon signing of $105,000
        (paid), $25,000 on or before December 4, 2003 and 24 equal payments for
        the balance of the purchase price plus interest at a rate of 12% per annum.
      The assets and liabilities under capital leases are
        recorded at the lower of the present value of the minimum lease payments
        or the fair value of the asset. The assets are amortized over their estimated
        productive lives which is estimated to be 10 years. Amortization on assets
        under capital leases charged to expense in 2003 was $170,462.
      Minimum future lease payments under capital leases as
        of November 30, 2003 for each of the next three years and in the aggregate
        are:

| |                              |   | Amount    | 
| | ---------------------------- | - | --------- | 
| |                              |   |           | 
| | November 30, 2004            | $ | 705,466   | 
| | November 30, 2005            |   | 635,302   | 
| | November 30,
      2006      |   | 52,880    | 
| |                              |   |           | 
| | Total minimum lease payments |   | 1,393,648 | 
| | Less:
      Interest         |   | 158,071   | 
| |                              |   | 1,235,577 | 
| | Less:
      Current portion  |   | 594,085   | 
| |                              |   |           | 
| |                              | $ | 641,492   | 

---

F16

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|8. | Common stock:
|-- | -------------

| |     |                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Stock options:
      A summary of the change in stock options for the year ended November
        30, 2003 and 2002 is presented below.

WeightedNumber
      
      
      Averageof
      
      
      ExerciseOptions
      
      
      PriceOutstanding at November 30, 2001
      4,050,000
      
      $
      0.20Granted
      5,650,000
      
      
      0.18Exercised
      (6,900,000
      )
      
      0.13Outstanding at November 30, 2002
      2,800,000
      
      
      0.25Granted
      7,220,000
      
      
      0.63Exercised
      (200,000
      )
      
      0.35Expired
      (400,000
      )
      
      0.35Outstanding
        at November 30, 2003
      9,420,000
      
      $
      0.52


| | As at November 30, 2003, the following stock options were outstanding:
| | ----------------------------------------------------------------------

OUTSTANDING
        OPTIONS
      EXERCISEABLE
        OPTIONSWeighted
      
      WeightedAverage
      
      Average
      
      
      
      WeightedRange of
      
      remaining
      
      remaining
      
      
      
      averageexercise
        price
      Number
      contractual
        life
      
      exercise
        price
      Number
      
      
      exercise
        price$0.10 to $0.20
      2,370,000
      2.10 years
      $
      0.14
      1,770,000
      
      $
      0.16$0.30 to $0.40
      550,000
      1.31 years
      $
      0.35
      150,000
      
      $
      0.35$0.50
        to $0.70
      6,500,000
      5.02
        years
      $
      0.68
      6,500,000
      
      $
      0.689,420,000
      4.07
        years
      $
      0.52
      8,420,000
      
      $
      0.57


| | (b) | Warrants:
      A summary of the warrants outstanding as at November 30, 2003, is presented
        below:
| | --- | ----------------------------------------------------------------------------------------------------------

| | Number            | Exercise | Expiry      
| | ----------------- | -------- | ------------
| | of
      Warrants | Price    | Date        
| |                   |          |             
| | 8,433,334         | $0.075   | October 2004

---

F17

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Notes to Consolidated Financial Statements
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|9. | Related party transactions:
      We have had related party transactions with Tri-Con
        Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively
        the "Tri-Con Mining Group"); all of which are controlled by a Director
        of ours.
      The Tri-Con Group are operations, exploration contractors,
        and have been employed by us under contract since 1972 to carry out all
        our fieldwork and to provide administrative and management services. Under
        the current contract dated January, 1997, work is charged at cost plus
        25 % for exploration and cost plus 15 % for mining. Cost includes out
        of pocket or actual cost plus 15 % charge for office overhead including
        stand by and contingencies. There is no mark up on capital purchases.
        Services of the directors of the Tri-Con Group who are also Directors
        of ours are not charged. At November 30, 2003, we had prepaid $118,889
        (2002  $579,745) to the Tri-Con Group for exploration, and administration
        services to be performed during the next fiscal period on behalf of us.
        For the year 2003, the Tri-Con Mining Groups services focused mainly
        on corporate planning, mining, engineering, and preparation for year round
        production on our Nolan property, administration services at both our
        field and corporate offices, and the Low-Rank Coal-Water fuel project.
      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 our projects, and include interest
        charged on outstanding balances at the Tri-Con Group's borrowing costs
        are shown below:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                              |   | 2003      |   |   | 2002      |  
| | -------------------------------------------- | - | --------- | - | - | --------- | -
| |                                              |   |           |   |   |           |  
| | Exploration, and field services              | $ | 3,841,618 |   | $ | 824,083   |  
| | Administrative and management services       |   | 427,551   |   |   | 194,272   |  
| | Research                                     |   | 148,465   |   |   | 256,954   |  
| |                                              | $ | 4,417,634 |   | $ | 1,275,309 |  
| |                                              |   |           |   |   |           |  
| | Amount of total charges in excess of Tri-Con |   |           |   |   |           |  
| | costs
      incurred                         | $ | 984,726   |   | $ | 348,634   |  
| |                                              |   |           |   |   |           |  
| | Excess amount charged as a percentage of     |   |           |   |   |           |  
| | actual
      costs incurred                  |   | 22.3      | % |   | 27.3      | %

---

F18

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|10. | Income taxes:
      Tax effects of temporary differences that give rise to deferred tax
        assets at November 30, 2003 and 2002 are as follows:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                           |   | 2003        |   |   | 2002        |  
| | --------------------------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                                           |   |             |   |   |             |  
| | Net operating loss carry forwards                         | $ | 11,763,000  |   | $ | 11,197,000  |  
| | Valuation
      allowance                                 |   | (10,297,000 | ) |   | (11,067,000 | )
| |                                                           |   |             |   |   |             |  
| | Future tax assets                                         |   | 1,466,000   |   |   | 130,000     |  
| |                                                           |   |             |   |   |             |  
| | Future tax liability:                                     |   |             |   |   |             |  
| | Temporary differences arising from mineral properties and |   |             |   |   |             |  
| | building,
      plant and equipment                       |   | (1,466,000  | ) |   | (130,000    | )
| |                                                           |   |             |   |   |             |  
| | Net
      future tax asset (liability)                    | $ | -           |   | $ | -           |  

| | At November 30, 2003, we had losses carried forward
        totaling $22,490,662 available to reduce future years' income for U.S.
        income tax purposes which expire in various years to 2023. In addition,
        we had losses carried forward in Canada totalling $15,500,277 (CDN) which
        expire in various years to 2010.
      The provision for income taxes differs from the amount
        computed by applying the Canadian statutory federal income tax rate of
        37.62% (2002 39.62%) to net loss before provision for income taxes. The
        sources and tax effects of the differences are as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                |   | 2003       |   |   | 2002       |  
| | ---------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                |   |            |   |   |            |  
| | Computed expected tax benefit                | $ | (1,383,000 | ) | $ | (1,783,000 | )
| | Tax loss expired during the year               |   | 1,021,000  |   |   | 1,485,000  |  
| | Temporary differences and other                |   | (86,000    | ) |   | 151,000    |  
| | Change in valuation allowance                  |   | 378,000    |   |   | 37,000     |  
| | Difference in
      foreign tax rate and other |   | 70,000     |   |   | 110,000    |  
| |                                                |   |            |   |   |            |  
| | Income tax provision                           | $ | -          |   | $ | -          |  

|11. | Commitments and contingencies:
|--- | ------------------------------
|    |                               

| | (a) | Office lease:
      On January 20, 1994, we entered into a lease agreement
        for office premises for a term of 10 years commencing April 1, 1994, with
        an approximate annual rental of $86,835 (Cdn$135,000) including operating
        costs.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

F19

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) |
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|11. | Commitments and contingencies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|12. | Financial instruments:
      The carrying amounts reported in the balance sheet for
        cash and cash equivalents, accounts receivable, accounts payable and accrued
        liabilities, and loans payable secured by gold inventory approximate fair
        values due to the short-term to maturity of these instruments. The carrying
        amounts reported in the balance sheet for convertible debentures approximate
        their fair values as they bear interest at rates, which approximate market
        rates.
|   
|13. | Segment disclosures:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                          |   | 2003      |  |   | 2002      | 
| | ------------------------ | - | --------- |  | - | --------- | 
| | Loss
      for the year: |   |           |  |   |           | 
| | Canada                   | $ | 1,746,886 |  | $ | 3,059,339 | 
| | United
      States      |   | 1,928,193 |  |   | 696,062   | 
| |                          |   |           |  |   |           | 
| |                          | $ | 3,675,079 |  | $ | 3,755,401 | 
| | Long-lived assets:       |   |           |  |   |           | 
| | Canada                   | $ | 19,618    |  | $ | 67,471    | 
| | United States            |   | 9,597,407 |  |   | 4,611,540 | 
| |                          |   |           |  |   |           | 
| |                          | $ | 9,617,025 |  | $ | 4,679,011 | 

---

F20

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Notes to Consolidated Financial Statements 
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|14. | Supplementary cash flow information:
|--- | ------------------------------------

| |                                                  |   | 2003    |  |   | 2002      | 
| | ------------------------------------------------ | - | ------- |  | - | --------- | 
| |                                                  |   |         |  |   |           | 
| | Cash payments made during the year:              |   |         |  |   |           | 
| | Interest                                         | $ | 12,491  |  | $ | 4,679     | 
| |                                                  |   |         |  |   |           | 
| | Supplemental non-cash investing and financing    |   |         |  |   |           | 
| | activities:                                      |   |         |  |   |           | 
| | Purchase of mining equipment under capital lease | $ | 250,170 |  | $ | 946,150   | 
| | Issuance of shares:                              |   |         |  |   |           | 
| | In lieu of required payment on convertible       |   |         |  |   |           | 
| | debentures                                       | $ | 927,168 |  | $ | 1,061,307 | 
| | In lieu of interest payable on convertible       | $ | 57,388  |  | $ | 160,301   | 
| | debentures                                       |   |         |  |   |           | 
| | For
      consulting services                    | $ | 285,472 |  | $ | 1,232,551 | 

|15. | Subsequent events:
      Subsequent to the year ended November 30, 2003, we:
|--- | ----------------------------------------------------------------------------

| |    |                                                                                                                                                                                                                                                                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Issued a total of 1,102,500 shares to consultants for a portion of their
      services under the terms of the service agreements at a value of $149,400                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                           
| | b) | Issued 1,000,000 units at a price of $0.075 per
        unit for total proceeds of $75,000. Each unit consists of one common share
        and one share purchase warrant. Each common share purchase warrant entitles
        the holder to purchase one common share at a price of $0.15 per share
        until November 26, 2004.                     
| |    |                                                                                                                                                                                                                                                                                                                                                           
| | c) | Issued an aggregate of 1,119,342 shares at a price of $0.11 per share
      in lieu of payment convertible debentures.                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                           
| | d) | Issued an aggregate of 7,133,334 common shares at a price of $0.075 per
      share for warrants exercised for total proceeds of $535,000.                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                           
| | e) | Issued an aggregate of 10,000,000 units at a price
        of $0.075 per unit for total proceeds of $750,000. Each unit consists
        of one common share and one share purchase warrant. Each share purchase
        warrant entitles the holder to purchase one additional common share at
        a price of $0.125 per share until January 9, 2005.
| |    |                                                                                                                                                                                                                                                                                                                                                           
| | f) | Repriced 6,500,000 stock options previously issued from an exercise price
      of $0.68 per share to a price of $0.13 per share.                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                           
| | g) | Granted 5,680,000 stock options to the directors and officers of ours
      to acquire shares of us at a price of $0.13 per share exercisable until
      January 8, 2011.                                                                                                                                                                                

---

F21

SILVERADO GOLD MINES LTD. 
  (An Exploration Stage Company) 
  Notes to Consolidated Financial Statements
  (Expressed in U.S. Dollars)

Years ended November
  30, 2003 and 2002

|15. | Subsequent events (continued)
|--- | -----------------------------
|    |                              
|    | h)                           

---

PART III

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

Our current executive officers and directors are:

|Name                        | Age | Position                                                                                                                         
|--------------------------- | --- | ---------------------------------------------------------------------------------------------------------------------------------
|                            |     |                                                                                                                                  
|Garry L. Anselmo            | 60  | Director and Chairman of the Board; President, Chief Executive
      Officer, Chief Financial Officer and Chief Operating Officer
|                            |     |                                                                                                                                  
|James F. Dixon (1) (2)      | 57  | Director                                                                                                                         
|                            |     |                                                                                                                                  
|Stuart C. McCulloch (1) (2) | 69  | Director                                                                                                                         
|                            |     |                                                                                                                                  
|John R. Mackay              | 72  | Corporate Secretary                                                                                                              
|                            |     |                                                                                                                                  
|Edward J. Armstrong         | 56  | President of Silverado Green Fuel Inc.                                                                                           
|                            |     |                                                                                                                                  
|Dr. Warrack G. Willson      | 60  | Vice-President, Fuel Technology of Silverado Green Fuel Inc.                                                                     

|(1) | Member of Silverado's Audit Committee       
|--- | --------------------------------------------
|(2) | Member of Silverados Compensation Committee

Set forth below is a brief description of the background and
  business experience of each of the Companys executive officers and directors
  for the past five years:

Garry L. Anselmo

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

Mr. Anselmo devotes his full business time to our business.

James F. Dixon

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

Mr. Dixon devotes his full business time to his legal practice.
  Mr. Dixon devotes his time to our business on a part-time basis as required
  to attend meetings of our directors and to fulfill his obligations as one of
  our directors.

46 of 51

---

Stuart C. McCulloch

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

Mr. McCulloch is presently retired. Mr. McCulloch devotes
  his time to our business on a part-time basis as required to attend meetings
  of our directors and to fulfill his obligations as one of our directors.

John R. Mackay

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

Mr. Mackay provides his services as corporate secretary and
  in-house legal counsel on a part-time basis as required by us.

Edward J. Armstrong

Mr. Armstrong has been the president of our subsidiary, Silverado
  Green Fuel Inc., since September 1997. Mr. Armstrong is also the president of
  Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc., the United States operating
  subsidiaries of Tri-Con Mining Ltd. Mr. Armstrong is the holder of a bachelor
  of science degree in geology from Washington State University which he received
  in 1971. Mr. Armstrong is also a professional geologist qualified in the states
  of Alaska and Arizona.

Mr. Armstrong devotes approximately 90% of this business time
  to our business. Mr. Armstrong provides his services through a private consulting
  company owned by Mr. Armstrong. The balance of Mr. Armstrongs business
  time is spent on projects undertaken by Tri-Con that are unrelated to our business.

Dr. Warrack G. Willson

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

Dr. Willson is a full-time employee of Tricon and devotes
  his full business time to our low-rank coal water fuel project.

SIGNIFICANT EMPLOYEES

We do not have any significant employees, other than our directors
  and executive officers named above.

FAMILY RELATIONSHIPS

Mr. Anselmo and Mr. McCulloch, each of whom is one of our
  directors, are cousins.

TERMS OF OFFICE

Our directors are elected to hold office until the next annual
  meeting of our shareholders and until their respective successors have been
  elected and qualified. Our executive officers are appointed by our board of

47 of 51

---

directors to hold office until their successors are appointed.
  The last annual meeting of our shareholders was held on May 17, 2004.

AUDIT COMMITTEE

Our audit committee is comprised of James Dixon and Stuart
  McCulloch. Our board of directors has determined that each member of our audit
  committee is independent as that term is defined in Rule 121 of the American
  Stock Exchange (AMEX) listing standards. Our board of directors
  has determined none of the directors on our audit committee presently meets
  the definition of a financial expert based on their respective experience
  and qualification. Our board of directors is presently looking for a suitable
  candidate to join as a member of our board of directors and who would meet the
  definition of financial expert.

CODE OF ETHICS

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

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
  ACT

Section 16(a) of the Exchange Act requires the Company's executive
  officers and directors, and persons who beneficially own more than ten percent
  of the Company's equity securities, to file reports of ownership and changes
  in ownership with the Securities and Exchange Commission. Officers, directors
  and greater than ten percent shareholders are required by SEC regulation to
  furnish the Company with copies of all Section 16(a) forms they file. Based
  on its review of the copies of such forms received by it, the Company believes
  that during the fiscal year ended November 30, 2003 all such filing requirements
  applicable to its officers and directors were complied with.

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ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

|Exhibit |                                                                                                                                                                                              
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                       
|        |                                                                                                                                                                                              
|3.1     | Articles of the Company (1)                                                                                                                                                                  
|3.2     | Amendment to Articles of the Company (2)                                                                                                                                                     
|3.3     | Altered Memorandum of the Company (3)                                                                                                                                                        
|3.4     | Amendment to Articles of the Company (8)                                                                                                                                                     
|4.1     | Share certificate representing common shares of the capital
      of the Company (1)                                                                                                         
|10.1    | Agreement for Conditional Purchase and Sale of Mining Property
      between the Company and Roger C. Burggraf dated October 6, 1978  Grant
      Mine Property (1)                         
|10.2    | Agreement for Conditional Purchase and Sale of Mining Property
      between the Company and Paul Barelka, Donald May and Mark Thoennes dated
      May 12, 1979  St. Paul Property (1)     
|10.3    | Lease of Mining Claims with Option to Purchase between the
      Company and Alaska Mining Company, Inc. dated February 3, 1995  Hammond
      Property (4)                                 
|10.4    | Change of Control Agreement between the Company and Garry
      L. Anselmo dated May, 1995(6)                                                                                                
|10.5    | Change of Control Agreement between the Company and James
      Dixon dated May, 1995 (6)                                                                                                    
|10.6    | Amendment to Change of Control Agreement between the Company
      and Garry L. Anselmo (6)                                                                                                  
|10.7    | Operating Agreement between the Company and Tri-Con Mining
      Ltd. dated January 1, 1997 (5)                                                                                              
|10.8    | Operating Agreement between the Company and Tri-Con Mining
      Inc. dated January 1, 1997 (6)                                                                                              
|10.9    | Operating Agreement between the Company and Tri-Con Mining
      Alaska Inc. dated January 1, 1997 (6)                                                                                       
|10.10   | Contract between the Company and Dr. Warrack Willson dated
      March 19, 2001 (6)                                                                                                          
|10.11   | Equipment Lease Agreement between the Company and Airport
      Equipment Rentals Inc. dated October 11, 2002 (6)                                                                            
|10.12   | 2003 Stock Option Plan (7)                                                                                                                                                                   
|10.13   | Form of Warrant Exercise Agreement between the Company and
      certain of the selling security holders (9)                                                                                 
|10.14   | Consultant Agreement between the Company and CEOcast, Inc.
      dated April 21, 2004 (9)                                                                                                    
|10.15   | Subscription Agreement between the Company and Christoph Bruning
      dated May 10, 2004 (9)                                                                                                
|10.16   | Consultant Agreement between the Company and Smith Conciglia
      Consulting, Inc. dated May 16, 2004 (9)                                                                                   
|10.17   | Form of Delay Agreement between the Company and certain of
      the Selling Shareholders.(9)                                                                                                
|10.18   | 2004 Stock Option Plan (10)                                                                                                                                                                  
|23.1    | Consent of Morgan & Company,
      Chartered Accountants (11)                                                                                                                                
|31.1    | Certification of Chief Executive
      Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002(11)                                               
|32.1    | Certification of Chief Executive
      Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(11)
|        |                                                                                                                                                                                              

|(1) | Filed as an exhibit to the Companys Registration Statement
      on Form 10 filed initially on May 11, 1984, as amended.
|--- | -------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to the Companys Quarterly Report
      on Form 10-Q filed on July 15, 1997.                         
|(3) | Filed as an exhibit to the Companys Current Report
      on Form 8-K filed on September 11, 2002.                       
|(4) | Filed as an exhibit to the Companys Annual Report on
      Form 10-K for the year ended November 30, 1995.              

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|(5)  | Filed as an exhibit to the Companys Annual Report on
      Form 10-K for the year ended November 30, 1996.  
|---- | -------------------------------------------------------------------------------------------------------------
|(6)  | Filed as an exhibit to the Companys Annual Report on
      Form 10-KSB for the year ended November 30, 2002.
|(7)  | Filed as an exhibit to the Companys Schedule 14A Proxy
      Statement filed April 29, 2003.                
|(8)  | Filed as an exhibit to the Companys Current Report
      on Form 8-K filed on June 13, 2003.                
|(9)  | Filed as an exhibit to the Companys Registration Statement
      on Form SB-2 filed on May 19, 2004;        
|(10) | Filed as an exhibit to the Companys Quarterly Report
      on Form 10-QSB filed on July 15, 2004.           
|(11) | Filed as an exhibit to this Amendment No. 1 to Annual Report
      on Form 10-KSB.                           

(b) Reports on Form 8-K.

We did not file any current reports on Form 8-K during the last quarter of
  our fiscal year ended November 30, 2003.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
  the registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

SILVERADO GOLD MINES LTD.

|    |                                                    
|--- | ---------------------------------------------------
|By: | /s/ Garry L. Anselmo                               
|    | Garry L. Anselmo, President                        
|    | Chief Executive Officer and Chief Financial Officer
|    | Director                                           
|    | Date: October 19, 2004                             

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

|    |                                                               
|--- | --------------------------------------------------------------
|By: | /s/ Garry L. Anselmo                                          
|    | Garry L. Anselmo, President                                   
|    | Chief Executive Officer and Chief Financial Officer           
|    | (Principal Executive Officer)                                 
|    | (Principal Financial Officer and Principal Accounting Officer)
|    | Director                                                      
|    | Date: October 19, 2004                                        
|    |                                                               
|    |                                                               
|By: | /s/ James F. Dixon                                            
|    | James F. Dixon                                                
|    | Director                                                      
|    | Date: October 19, 2004                                        
|    |                                                               
|    |                                                               
|By: | /s/ Stuart McCulloch                                          
|    | Stuart McCulloch                                              
|    | Director                                                      
|    | Date: October 19, 2004                                        

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